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2019-11-07 Council Agenda Packet
Thursday, November 7, 2019 9:00 AM City of Fresno 2600 Fresno Street Fresno, CA 93721 www.fresno.gov Council Chambers City Council President - Paul Caprioglio Vice President - Miguel Angel Arias Councilmembers: Esmeralda Z. Soria, Mike Karbassi, Luis Chavez, Garry Bredefeld, Nelson Esparza City Manager - Wilma Quan City Attorney - Douglas T. Sloan City Clerk - Yvonne Spence, MMC Meeting Agenda - Final Regular Meeting November 7, 2019City Council Meeting Agenda - Final The Fresno City Council welcomes you to City Council Chambers, located in City Hall, 2nd Floor, 2600 Fresno Street, Fresno, California 93721. The City of Fresno’s goal is to comply with the Americans with Disabilities Act (ADA) in all respects. The meeting room is physically accessible. If, as an attendee or participant at the meeting, you need additional accommodations such as interpreters, signers, assistive listening devices, or the services of a translator, please contact the Office of the City Clerk at (559) 621-7650 or clerk@fresno.gov. To ensure availability, you are advised to make your request at least 48 hours prior to the meeting. The agenda and related staff reports are available at www.fresno.gov, as well as in the Office of the City Clerk. The Council meeting can be viewed live on Comcast Channel 96 and AT&T Channel 99 from 9:00 a.m. and is re-played beginning at 8:00 p.m.. The meeting can also be viewed online at https://fresno.legistar.com. PROCESS: For each matter considered by the Council there will first be a staff presentation followed by a presentation from the involved individuals, if present. Testimony from those in attendance will then be taken. All testimony will be limited to three minutes per person. If you would like to speak fill out a Speaker Request Form available from the City Clerk’s Office and in the Council Chambers. The three lights on the podium next to the microphone will indicate the amount of time remaining for the speaker. The green light on the podium will be turned on when the speaker begins. The yellow light will come on with one minute remaining. The speaker should be completing the testimony by the time the red light comes on and tones sound, indicating that time has expired. A countdown of time remaining to speak is also displayed on the large screen behind the Council dais. No documents shall be accepted for Council review unless they are submitted to the City Clerk at least 24 hours prior to the Council Agenda item being heard. Following is a general schedule of items for Council consideration and action. The City Council may consider and act on an agenda item in any order it deems appropriate. Actual timed items may be heard later but not before the time set on agenda. Persons interested in an item listed on the agenda are advised to be present throughout the meeting to ensure their presence when the item is called. Page 2 City of Fresno ***Subject to Mayoral Veto November 7, 2019City Council Meeting Agenda - Final El Consejo de la Ciudad de Fresno da la bienvenida al City Council Chambers, ubicado en la Alcaldía (City Hall), segundo piso, 2600 Fresno Street, Fresno, California 93721. El objetivo de la Ciudad de Fresno es cumplir con la Ley de Americanos con Discapacidades (ADA) en todo aspecto. La sala para juntas es físicamente accesible. Si usted, como asistente o participante de la junta, necesita acomodaciones adicionales coma intérpretes, lenguaje de señas, aparatos auditivos, o los servicios de un traductor, por favor comuníquese con la Oficina del Secretario Municipal llamando al (559) 621-7650 o al clerk@fresno.gov. Para asegurarse de la disponibilidad, se le recomienda llamar y hacer su petición por lo menos 48 horas antes de la junta. La agenda y los reportes de personal correspondientes están disponibles en el www.fresno.gov, o en la Oficina del Secretario Municipal. Las juntas del Municipio se pueden ver en el Canal 96 de Comcast y el Canal 99 de AT&T a las 9:00 a.m. y otra vez empezando a las 8:00 p.m. La junta también se puede ver en el internet en el https://fresno.legistar.com PROCESO: Por cada asunto que escuche el Consejo Municipal, habrá una presentación del personal seguida por una presentación de los individuos involucrados, si están presentes. El testimonio de los presentes se escuchará entonces. Todo testimonio se limitará a tres minutos por persona. Si usted desea hablar, Ilene la hoja para pedir hablar disponibles en la oficina del Secretario Municipal y en la Sala Consistorial. Las tres luces en el atril junto al micrófono indicarán cuanto tiempo le queda al orador. La luz verde en el atril se prenderá cuando el orador comience. La luz amarilia se prenderá cuando quede un minuto. El orador debería estar concluyendo su testimonio cuando la luz roja prenda y ci sonido indique que se acabo su tiempo. La cantidad del tiempo que queda también aparecerá en la pantalla grande atrás del Consejo Municipal. No se aceptarán documentos para que repase el Consejo Municipal a menos que se sometan al Secretario Municipal por lo menos 24 horas antes de que se escuche la Agenda del Consejo Municipal. Este es el horario general de temas para la consideración y acción del Consejo Municipal. El consejo Municipal pudiera considerar y tomar acción en un artículo de la Agenda en el orden que considere adecuado. Artículos con una hora fijada se pueden escuchar después de la hora indicada pero no antes de la hora indicada en la agenda. Se les recomienda a las personas que estén interesadas en un artículo de la agenda, que estén presentes durante toda la junta para asegurar su presencia cuando se presente ese artículo. Page 3 City of Fresno ***Subject to Mayoral Veto November 7, 2019City Council Meeting Agenda - Final LOS ARTICULOS MARCADOS CON TRES ASTERISCOS (***) ESTAN SUJETOS A UN VETO POR PARTE DEL ALCALDE O UNA RECONSIDERACION Tso Fresno City Council tos txais koj rau City Council Chambers, nyob rau hauv City Hall, 2nd Floor, 2600 Fresno Street, Fresno, California 93721. Lub hom phiaj ntawm nroog Fresno yuav ua kom tau txhua yam raw li txoj cai American with Disabilities Act (ADA) kom fwm txhua tus. Lub rooj sab laj txhua tus yuav tsum muaj feem koom kom tau, txawm yog cov tuaj koom, cov muaj feem rau lub rooj sab laj, yuav tsum kom muaj kev pab rau sawv daws xws li txhais lus, piav tes, tej twj mloog pob ntseg los yog ib tug txhais lus, thov hu rau Office of the City Clerk ntawm (559) 621-7650 los sis clerk@fresno.gov. Yuav kom paub tseeb tias npaj tau rau koj, koj yuav tsum tau hais ua ntej 48 xuab moos ntawm lub rooj sab laj. Daim ntawv kom tswj thiab tej ntaub ntawv cov ua dej num yuav coj los ceeb tshaj muaj nyob rau ntawm www.fresno.gov, los sis ntawm Office of the City Clerk. Council lub rooj sab laj saib pom rau hauv Comcast tshooj 96 thiab AT&T tshooj 99 thaum 9:00 teev sauv ntxoov thiab rov tso tawm thaum 8:00 teev tsaus ntuj. Lub rooj sab Iaj kuj saib tau online at https://fresno.legistar.com. TXUAS NTXIV: Txhua nqe laj txheej yuav tau pom zoo los ntawm cov council ua ntej thiab yuav tau muaj ib tug staff los cej luam dhau ntawd cov uas muaj feem cuam mam los cej luam ib tug zuj zus, yog tuaj nyob rau ntawd. Dhau ntawd yuav tso rau sawv daw los tawrn suab, ib leeg twg yuav los tawm suab tsuas pub peb(3) nas this xwb. Yog koj xav los tawm suab, mus sau rau daim ntawv (Speaker Request Form) muaj nyob rau hauv City Clerk's Office thiab nyob rau huav Council Chambers. muaj peb(3) lub teeb nyob rau ntawm lub podium uas puab rau ntawm lub (microphone) qhia tias tus neeg hais lus muaj sij haum ntev Ii cas xwb. Lub teeb ntsuab ntawm lub podium yuav cig thaum tus hais lus pib hais. Lub teeb daj yuav cig thaum tshuav ib(1) nas this. Tus hais lus yuav tsum hais kom tas rau thaum lub teeb liab cig thiab lub tswb nrov, qhia tias sij haum tas lawm. lb qhov ntxiv nyob rau saum daim (screen) loj loj dai rau tom cov council nrob qaurn yuav pom lub sij hawm dhia qis zuj zus los mus. Page 4 City of Fresno ***Subject to Mayoral Veto November 7, 2019City Council Meeting Agenda - Final Cov council yuav tsis txais ib yam ntaub ntawv los saib ntxiv tshwj tsis yog twb muab xa rau City Clerk 24 teev thiab muab tso rau hauv daim kom tswj ua ntej council yuav los mloog tej xwm txheej. Dhau ntawd yuav muab sij hawm rau cov council los soj ntsuam thiab ua tes dej num, Coy tswv zos (City Council) yuav los ntsuam xyuas thiab leg raws tej nqe hauv daim kom tswj yog pom tias yam twg yuav tsim nyog. Mam muab lub sij hawm los xyuas raws tej txheej txheem tom qab tiam si yuav tsis yog ua ntej raws Ii daim kom tswj tau teev tseg. Cov uas txaus siab rau tei laj txheej uas tau teev tseg rau hauv daim kom tswj, xav kom nyob kom dhau lub rooj sab laj kom thaum hu txog nws thiaj nyob rau ntawd YOG QHOV MUAJ PEB LUB HNUB QUB (***) NYOB RAU HAUV DAIM KOM TSWJ YUAV RAUG MAYORAL VETO LOS SIS ROV SOJ NTSUAM DUA Page 5 City of Fresno ***Subject to Mayoral Veto November 7, 2019City Council Meeting Agenda - Final 9:05 A.M. ROLL CALL Invocation by Bhai Sarbjeet Singh from The Sikh Institute of Fresno Pledge of Allegiance to the Flag APPROVE AGENDA APPROVE MINUTES ID19-11464 Approval of Minutes for October 24, 2019. Sponsors:Office of the City Clerk CEREMONIAL PRESENTATIONS ID19-11523 Proclamation of “North Fresno Lions 70th Anniversary Day” Sponsors:Councilmember Soria ID19-11404 Proclamation of “Bob Meyers Day” Sponsors:Councilmember Karbassi ID19-11273 Mid Valley Disposal to Present their “Recycler of the Year” awards to IEH Labs (District 4) and Chukchansi Park (District 3). Sponsors:Vice President Caprioglio and Councilmember Arias ID19-11460 Proclamation of “National Veterans Small Business Week” Sponsors:Vice President Caprioglio and Mayor's Office ID19-11504 Proclamation of “GURU NANAK’s 550th GURPURB, or BIRTH ANNIVERSARY DAY” Sponsors:Mayor's Office, Councilmember Karbassi, Vice President Caprioglio and Councilmember Esparza COUNCILMEMBER REPORTS AND COMMENTS Page 6 City of Fresno ***Subject to Mayoral Veto November 7, 2019City Council Meeting Agenda - Final CONSENT CALENDAR 1-A ID19-11294 Actions pertaining to as needed plan checking and inspection services: 1.Approve a consultant services agreement with Willdan Engineering, Inc., in an amount not to exceed $100,000; and 2.Approve a consultant services agreement with Interwest Consulting Group in and amount not to exceed $250,000. Sponsors:Planning and Development Department 1-B ID19-11407 Actions relating to repealing and adding Building Regulations in the Fresno Municipal Code: 1. BILL - (For introduction) - Adopting express findings related to local climatic, topographical and geological conditions that make the City’s amendments to the California Mechanical Code and California Plumbing Code reasonably necessary and repealing Sections 11-101 through Section 11-109 of Article1, Chapter 11 of the Fresno Municipal Code and adding Sections 11-101 through Section 11-109 of Article1, of Chapter 11 to adopt and amend the California Building, Residential, Electrical, Mechanical, Plumbing, Energy and Green Building Standards Codes. Sponsors:Planning and Development Department 1-C ID19-11470 Approve the Third Amendment to the professional consultant agreement with Stantec Architecture, Inc., to redesign the 65 percent electric bus charging infrastructure design documents to accommodate primary electrical service through PG&E EV Fleet Program in the amount of $73,987 and authorize the Director of Transportation or designee to execute all related documents Sponsors:Department of Transportation 1-D ID19-11502 Actions related to award of a service contract with DILAX Systems Inc., of Quebec, Canada, in the amount of $67,131 1.Affirm the City Manager’s determination that DILAX Systems, Inc., is uniquely qualified to perform maintenance services for the Department of Transportation, FAX Division, Automatic Passenger Counter system (APC) 2.Affirm the City Manager’s determination that DILAX Systems, Inc., is uniquely capable as defined by the Federal Transit Administration for sole -source non-competitive procurements, to perform maintenance services for the Department of Transportation ’s Automatic Passenger Counter system 3.Award a two-year maintenance service agreement DILAX Page 7 City of Fresno ***Subject to Mayoral Veto November 7, 2019City Council Meeting Agenda - Final Systems, Inc., of Quebec, Canada, in the amount of $67,131, with two one-year options Sponsors:Department of Transportation 1-E ID19-11488 RESOLUTION - Authorizing the Application for Funding from the Urban Forestry Grant Program Entitled “Urban and Community Forestry Program” as Provided Through the Greenhouse Gas Reduction Fund (Citywide) Sponsors:Public Works Department 1-F ID19-11490 RESOLUTION - Of Intention to Annex Final Parcel Map No . 2016-02 as Annexation No. 26 to the City of Fresno Community Facilities District No. 9 and to Authorize the Levy of Special Taxes; and setting the public hearing for December 5, 2019, at 10:00 am (northwest corner of North Willow and East Shepherd Avenues ) (Council District 6) Sponsors:Public Works Department 1-G ID19-11507 Approve a Reimbursement Agreement with AT&T for $166,168.00 to reimburse AT&T for expenses related to design, construction, and oversight communication infrastructure relocations to accommodate the “G” Street Realignment and authorize the Director or his designee to execute an amendment up to a maximum amount of $34,000. (Council District 3) Sponsors:Public Works Department 1-H ID19-11508 Actions pertaining to the Marks and Nielsen Traffic Signal - Bid File 3669 (Council District 3) 1.Adopt a finding of Categorical Exemption per staff ’s determination, pursuant to Section 15301(c) of the California Environmental Quality Act Guidelines (CEQA) 2.Award a construction contract in the amount of $374,817 to Audeamus Inc., dba Sebastian of Fresno, CA, as the lowest responsive and responsible bidder for the Marks and Nielsen Traffic Signal Sponsors:Public Works Department 1-I ID19-11512 ***Approve a Side Letter of Agreement with the Fresno City Employees Association (FCEA), for Unit 3, Non-Supervisory White Collar, regarding Lateral Hire Incentives for Emergency Services Dispatchers II/III (Subject to Mayor’s Veto) Sponsors:Personnel Services Department 1-J ID19-11518 Actions related to the City’s Initiative to Combat Human Trafficking: Page 8 City of Fresno ***Subject to Mayoral Veto November 7, 2019City Council Meeting Agenda - Final 1.***BILL NO. B-37 - (Intro. 10/24/2019) (For adoption) - Amending Sections 9-1603, 9-1604, 9-1605, and 9-1609 of the Fresno Municipal Code related to Massage Business Operations (Subject to Mayor’s veto) 2.***BILL No. B-38 - (Intro. 10/24/2019) (For adoption) - Amending Section 9-105 of the Fresno Municipal Code related to hotel registration (Subject to Mayor’s veto) Sponsors:Mayor's Office 2. SCHEDULED COUNCIL HEARINGS AND MATTERS 10:00 A.M.#1 ID19-11494 HEARING to adopt resolutions and ordinance to annex territory and levy a special tax regarding City of Fresno Community Facilities District No. 11, Annexation No. 105 (Final Tract Map No. 6100) (west side of North Armstrong Avenue between East Ashlan and Dakota Avenues) (Council District 4) 1.***RESOLUTION - To Annex Territory to Community Facilities District No. 11 and Authorizing the Levy of a Special Tax for Annexation No. 105 (Subject to Mayor’s Veto) 2.***RESOLUTION - Calling Special Mailed-Ballot Election (Subject to Mayor’s Veto) 3.***RESOLUTION - Declaring Election Results (Subject to Mayor’s Veto) 4.***BILL - (For introduction and adoption) - Levying a Special Tax for the Property Tax Year 2019-2020 and Future Tax Years Within and Relating to Community Facilities District No. 11, Annexation No. 105 (Subject to Mayor’s Veto) Sponsors:Public Works Department 10:00 A.M.#2 ID19-11491 HEARING to adopt resolutions and ordinance to annex territory and levy a special tax regarding City of Fresno Community Facilities District No. 11, Annexation No. 102 (Final Tract Map No. 6191) (north side of Fancher Creek Drive west of North Armstrong Avenue) (Council District 5) 1.***RESOLUTION - To Annex Territory to Community Facilities District No. 11 and Page 9 City of Fresno ***Subject to Mayoral Veto November 7, 2019City Council Meeting Agenda - Final Authorizing the Levy of a Special Tax for Annexation No. 102 (Subject to Mayor’s Veto) 2.***RESOLUTION - Calling Special Mailed-Ballot Election (Subject to Mayor’s Veto) 3.***RESOLUTION - Declaring Election Results (Subject to Mayor’s Veto) 4.***BILL - (For introduction and adoption) - Levying a Special Tax for the Property Tax Year 2019-2020 and Future Tax Years Within and Relating to Community Facilities District No. 11, Annexation No. 102 (Subject to Mayor’s Veto) Sponsors:Public Works Department 1:30 P.M. CONTESTED CONSENT CALENDAR 3. GENERAL ADMINISTRATION 3-A ID19-11411 Approve the award of a purchase contract to Haaker Equipment Company, Inc., of La Verne, California, for the purchase of three Elgin CNG Broom Bear street sweepers in the amount of $1,189,640 Sponsors:Department of Transportation 3-B ID19-11506 ***RESOLUTION - 12th Amendment to the Annual Appropriation Resolution (AAR) No. 2019-133 to appropriate $2,022,700 for operating programs and previously approved capital improvement projects in the Public Works Department (Citywide) (Requires 5 affirmative votes) (Subject to Mayor’s veto) Sponsors:Public Works Department 3-C ID19-11428 Actions pertaining to the East Nees Avenue Pavement Rehabilitation Project from North First Street to North Millbrook Avenue - Bid File No. 3687 (Council District 6) 1.Adopt a finding of Categorical Exemption per staff determination, pursuant to Section 15301(c) Class 1 and 15302/Class 2 of the California Environmental Quality Act guidelines. 2.Award a construction contract in the amount of $1,387,220.00 to Avison Construction, Inc. of Madera, California. Sponsors:Public Works Department 3-D ID19-11447 Actions pertaining to the City Hall and Municipal Services Center (MSC) energy savings and sustainability capital improvement projects: (Council District 3) Page 10 City of Fresno ***Subject to Mayoral Veto November 7, 2019City Council Meeting Agenda - Final 1.Adopt findings of Categorical Exemptions pursuant to Sections 15301(c), 15301(d), and 15301(e) of the California Environmental quality Action Guidelines 2.Approve a design build agreement with Alliance Building Solutions, Inc., in the amount of $5,555,258 for an Energy Efficiency Program and equipment, including but not limited to efficient lighting, air-conditioning and control and monitoring systems, roof replacement, elastomeric coating, and solar panels for implementation of certain energy related and sustainability services 3.Approve a Solar Power Purchase Agreement with Fresno Street Solar Project 2019, LLC., for City Hall 4.Approve a Solar Power Purchase Agreement with El Dorado Street Solar Project 2019, LLC., for the MSC 5.Approve a Solar Energy System Lease Agreement with Fresno Street Solar Project 2019, LLC., 6.Approve a Solar Energy System Lease Agreement with El Dorado Street Solar Project 2019, LLC., and 7.Authorize the City Manager to enter into a Financing Agreement for the City Hall and MSC Energy Efficiency Project for a rate not to exceed 2.95% Sponsors:Public Works Department 3-E ID19-11487 ***RESOLUTION - 9th Amendment to the Annual Appropriation Resolution (AAR) No. 2019-133 to appropriate $544,600 for new capital improvement projects in the Public Works Department (citywide) (Subject to Mayor’s veto) (Requires 5 affirmative votes) Sponsors:Public Works Department 4. CITY COUNCIL 4-A ID19-11526 BILL (for introduction) - Adding Section 2-804 to the Fresno Municipal Code relating to Planning Commission composition Sponsors:Councilmember Arias 4-B ID19-11545 ***RESOLUTION - Amending the Salary Resolution and the Transparency in City Government Act regarding the Compensation of the Fire Chief and the Police Chief (The Chief Selection Accountability Act) (Subject to Mayor’s Veto) Sponsors:Councilmember Esparza Page 11 City of Fresno ***Subject to Mayoral Veto November 7, 2019City Council Meeting Agenda - Final 4-C ID19-11548 BILL - (For introduction) - Approve an ordinance of the City of Fresno, California, adding Section 2-319 of the Fresno Municipal Code, relating to confidentiality of attorney-client privileged and personnel records. Sponsors:Councilmember Karbassi, Councilmember Bredefeld and Mayor's Office 5. CLOSED SESSION 5-A ID19-11485 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION - Government Code Section 54956.9, subdivision (d)(1) 1. Eric Panabaker v. City of Fresno, psi, Administered by RISICO Claims Management; Workers’ Compensation Appeals Board Case No. ADJ Unassigned (Police Department) Sponsors:City Attorney's Office 5-B ID19-11486 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION - Government Code Section 54956.9, subdivision (d)(1) 1. Kirk Wanless v. City of Fresno, psi, Administered by RISICO Claims Management; Workers’ Compensation Appeals Board Case No. ADJ Unassigned (Fire Department) Sponsors:City Attorney's Office 5-C ID19-11505 CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION - Government Code Section 54956.9, subdivision (d)(1) 1.Isiah Murrietta-Golding, et al. v. City of Fresno, et al. United States District Court Case No.: 1:18-CV-00332 (Police Department). Sponsors:City Attorney's Office 5-D ID19-11528 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION - Government Code Section 54956.9, subdivision (d) (2) 1.Significant Exposure to Litigation: Landscape Maintenance of America dba California Highway Adoption Co. v. City of Fresno (Public Works) Sponsors:City Attorney's Office 5-E ID19-11547 CONFERENCE WITH LABOR NEGOTIATORS - Government Code Section 54957.6 City Negotiators: Jeffrey Cardell, Ken Phillips Page 12 City of Fresno ***Subject to Mayoral Veto November 7, 2019City Council Meeting Agenda - Final Employee Organizations: 1. Fresno Police Officers Association (FPOA Basic) 2. Fresno Police Officers Association (FPOA Management) Sponsors:Councilmember Arias PLEASE NOTE: UNSCHEDULED COMMUNICATION IS NOT SCHEDULED FOR A SPECIFIC TIME AND MAY BE HEARD ANY TIME DURING THE MEETING UNSCHEDULED COMMUNICATION ADJOURNMENT UPCOMING SCHEDULED COUNCIL HEARINGS AND MATTERS November 14, 2019 10:30 A.M - RESOLUTION - Of the City of Fresno Approving a Bond Proceeds Expenditure Agreement between the Successor Agency to the Redevelopment Agency of the City of Fresno and the City of Fresno in its Capacity as Housing Successor to the Redevelopment Agency of the City of Fresno November 14, 2019 1:30 P.M.#2 - Animal Shelter December 5, 2019 10:00 A.M. #1 - HEARING to adopt resolutions and ordinance to annex territory and levy a special tax regarding City of Fresno Community Facilities District No. 11, Annexation No. 106 (Final Tract Map No. 6210) (west side of North Armstrong Avenue between East Shields and Clinton Avenues) (Council District 4) December 5, 2019 10:00 A.M.#2 - HEARING to adopt resolutions and ordinance to annex territory and levy a special tax regarding City of Fresno Community Facilities District No. 9, Annexation No. 26 (Final Parcel Map No. 2016-02) (northwest corner of North Willow and East Shepherd Avenues) (Council District 6) December 5, 2019 10:10 A.M.#2 - HEARING - Re: Variance Application for over height Billboard request located at Freeway 41 and Howard, on City property. (Council District 6) December 12, 2019 Page 13 City of Fresno ***Subject to Mayoral Veto November 7, 2019City Council Meeting Agenda - Final 10:00 A.M. - HEARING - Ordering the vacation of a portion of South Golden State Boulevard, south of San Benito Street between “G” Street and “F” Street (Council District 3). December 12, 2019 10:10 A.M. - HEARING to adopt resolutions and ordinance to annex territory and levy a special tax regarding City of Fresno Community Facilities District No. 9, Annexation No. 42 (Assessor’s Parcel Number 509-040-03 and 509-040-04) (northwest corner of the intersection West Jennifer and West Jacquelyn Avenues) (Council District 2) December 12, 2019 10:15 A.M. - HEARING re: General Plan Amendment, Rezone and Development Permit for a 193-unit multiple family project proposed by Spencer Enterprises. The project is located near the SE corner of Bullard and Figarden Drive. UPCOMING EMPLOYEE CEREMONIES November 20, 2019 (Wednesday) –2:00 P.M. - Employee Service Awards January 29, 2020 (Wednesday) – Employee of the Winter Quarter April 22, 2020 (Wednesday) – Employee Service Awards May 20, 2020 (Wednesday) – Employee of the Spring Quarter July 22, 2020 (Wednesday) - Employee of the Summer Quarter October 21, 2020 (Wednesday) - Employee of the Fall Quarter November 18, 2020 (Wednesday) – Employee Service Awards 2019 CITY COUNCIL MEETING SCHEDULE NOVEMBER 14, 2019 - 9:00 A.M. MEETING NOVEMBER 21, 2019 - NO MEETING NOVEMBER 28, 2019 - NO MEETING DECEMBER 5, 2019 - 9:00 A.M. MEETING DECEMBER 12, 2019 - 9:00 A.M. MEETING DECEMBER 19, 2019 - NO MEETING DECEMBER 26, 2019 - NO MEETING Page 14 City of Fresno ***Subject to Mayoral Veto City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11464 Agenda Date:11/7/2019 Agenda #: REPORT TO THE CITY COUNCIL November 7, 2019 SUBJECT Approval of Minutes for October 24, 2019. City of Fresno Printed on 3/15/2023Page 1 of 1 powered by Legistar™ Thursday, October 24, 2019 9:00 AM City of Fresno 2600 Fresno Street Fresno, CA 93721 www.fresno.gov Council Chambers City Council President - Paul Caprioglio Vice President - Miguel Angel Arias Councilmembers: Esmeralda Z. Soria, Mike Karbassi, Luis Chavez, Garry Bredefeld, Nelson Esparza City Manager - Wilma Quan City Attorney - Douglas T. Sloan City Clerk - Yvonne Spence, MMC Meeting Minutes - Draft Regular Meeting October 24, 2019City Council Meeting Minutes - Draft The City Council met in regular session in the Council Chamber, City Hall on the date and time written above. 9:04 A.M. ROLL CALL Council Vice President Arias and Councilmember Bredefeld were absent during roll call and joined the meeting at 9:05 A.M. President Paul Caprioglio Vice President Miguel Angel Arias Councilmember Esmeralda Z. Soria Councilmember Mike Karbassi Councilmember Luis Chavez Councilmember Garry Bredefeld Councilmember Nelson Esparza Present:7 - Invocation by Reza Nekumasesh from the Islamic Cultural Center of Fresno Pledge of Allegiance to the Flag APPROVE AGENDA City Clerk Spence announced the following changes to the agenda: File ID 19-11425 (1-E) - Actions related to lease agreement with Mr. James Cook of City-owned land at the Fresno-Clovis Regional Wastewater Reclamation Facility (RWRF) was removed from the agenda by staff, File ID 19-11172 (10:05 A.M.) - Hearing to consider adoption of the 552nd amendment to the Master Fee Schedule Resolution No. 80-420 to increase Copper River Impact Fees; acceptance and adoption of the of the public review draft fee study update for Copper River Ranch - the hearing was cancelled per staff and File ID 19-11149 (3-B) - Resolution authorizing coordination on the development of strategies to reduce homelessness through Street2Home Fresno County and, where possible the alignment of spending plans that support a continuum of services to reduced homelessness, the staff report and resolution was modified to include the word "victim" throughout the documents. On motion of Councilmember Soria, seconded by Vice President Arias,the above Action was approved as amended. The motion carried by the following vote: Aye:Caprioglio, Arias, Soria, Karbassi, Chavez, Bredefeld and Esparza 7 - City of Fresno ***Subject to Mayoral Veto Page 2 October 24, 2019City Council Meeting Minutes - Draft APPROVE MINUTES ID19-11463 Approval of Minutes for October 10, 2019. On motion of Councilmember Chavez, seconded by Councilmember Bredefeld, that the above Minutes be approved. The motion carried by the following vote: Aye:Caprioglio, Arias, Soria, Karbassi, Chavez, Bredefeld and Esparza 7 - CEREMONIAL PRESENTATIONS The below ceremonial presentation was presented. ID19-11065 Annual Disability Awareness Month Proclamation and DAC Achievement Awards Ceremony COUNCILMEMBER REPORTS AND COMMENTS Councilmember Karbassi thanked Deputy City Clerk Maxwell Carlson for helping District 2 constituents while the seat was vacant. He announced he met with the following: Fire Chief Donis to discuss the need for more personnel, Ryan Trevino, District 2 youth member to discuss cleaning up neighborhoods and a possible park clean up in the future, Chaplain Rodney Lowery to discuss the resilience program and the Economic Development Corporation to discuss the empty big box store locations in District 2. On Wednesday, October 16, 2019 he attended the swearing in for Police Chief Andy Hall and on Saturday, October 19, 2019 he attended the End O'Summer Fly-In Show at Sierra Sky Park and the District 1 Fall Festival at Inspiration Park and he attend the ribbon tying ceremony at the Highway Community Center in District 1. Councilmember Karbassi requested the meeting be adjourned in memory of Fresno Police Officer Gregory Jouroyan and Fresno State University Ph.D. Professor Stephen Rodemeyer. Councilmember Soria announced she attended the League of Cities Conference in Long Beach California. She thanked several staff members, Unions, Organizations and Departments for helping with the Fall Festival at Inspiration Park. She attended the ribbon tying ceremony at Highway Community Center. She announced there will be a "Day of the Dead" event in Tower District Friday, November 1, 2019 from 4-9 P.M. and stated the City of Fresno ***Subject to Mayoral Veto Page 3 October 24, 2019City Council Meeting Minutes - Draft movie Coco will be playing at dusk. Councilmember Esparza attended the Fresno Barrios Unidos event to speak with the Men with Hearts group and the Women of Power group. Council Vice President Arias thanked Mayor Brand, Chief of Staff Orman and the Administration for the relocation of the Darling Plant. Council President Caprioglio attended the League of Cities Conference in Long Beach California. He announced the following upcoming events in District 4: Fresno State Homecoming game Saturday, October 26, 2019 against the Colorado State Rams, Coffee with Cops and Thursday, October 31, 2019 Trunk or Treat at Campus Point from 6-8 P.M. He mentioned the Ceremony at 1:30 P.M. to honor "Men of the Year." He stated the Fresno Airports is blooming, that there will be improved parking with more parking spaces, and expanding the terminal. Councilmember Bredefeld commended Mayor Brand, the Administration and the Board of Supervisors for the relocation of the Darling Plant. He announced on November 8, 2019 at 10:00 A.M. will be the unveiling of the Fresno Veteran's Memorial event at City Hall. Councilmember Soria left the meeting at 9:30 A.M. 1. CONSENT CALENDAR On motion of Councilmember Chavez, seconded by Vice President Arias, the below CONSENT CALENDAR items were approved. The motion carried by the following vote: Aye:Caprioglio, Arias, Karbassi, Chavez, Bredefeld and Esparza6 - Absent:Soria1 - 1-A ID19-11176 Accept three cutaway vehicles from the City of Clovis appraised at $81,396.67 The above item was pulled from Consent Calendar by Councilmember Bredefeld and moved to Contested Consent for further discussion. 1-B ID19-11409 Approve the Department of Transportation/FAX 2019 Title VI Program City of Fresno ***Subject to Mayoral Veto Page 4 October 24, 2019City Council Meeting Minutes - Draft 1-C ID19-11410 ***Approve a Work-Based Learning Internship Training Agreement with the Fresno Unified School District to permit the Department of Transportation Municipal Fleet Division to be eligible as a work-based location for a student internship program (Subject to Mayor’s veto) 1-D ID19-11408 ***Approve the amended City of Fresno Retiree Health Reimbursement Arrangement (HRA) Plan Document (Subject to Mayor’s veto) The above item was pulled from Consent Calendar by Council Vice President Arias and moved to Contested Consent for further discussion. 1-E ID19-11425 Actions related to Lease Agreement of City -owned land at the Fresno-Clovis Regional Wastewater Reclamation Facility (RWRF) (Council District 3): 1.Adopt findings of Categorical Exemptions pursuant to Sections 15301/Class 1, 15304/Class 4, and 15325 /Class 25 of the California Environmental Quality Act (CEQA) Guidelines. 2.Approve a Third Amendment to the Lease and Agreement with Mr . James Cook for 550 acres of City-owned land at the RWRF, deleting APN 327-030-38T to the leasehold, with a revised revenue of $233,770 per year. 3.Approve first one-year extension of the Lease and Agreement for the period of January 2020 to December 2020. The above item was removed from the agenda by staff. 1-F ID19-11429 Approve the First Amendment to the Professional Consultant Services Agreement with Carollo Engineers, Inc ., in the amount not to exceed $49,287, for preparation of workplans for evaluation of the existing groundwater monitoring well network and arsenic and manganese assessment at the Fresno-Clovis Regional Wastewater Reclamation Facility (Council District 3 and Citywide) 1-G ID19-11430 Actions pertaining to Clovis Hills Community Church of Clovis to add a preschool to its location without breaching the allocated water supply stipulated in the extra-territorial service agreement (Fresno County): 1.Adopt findings of Categorical Exemption under California Environmental Quality Act Guidelines Section 15301/Class 1 2.Approve the First Amendment to the Extra -Territorial Emergency Service and Offsite Infrastructure Agreement with Clovis Hills Community Church of Clovis, a California Corporation 3.Authorize the Director of Public Utilities, or designee, to sign the amendment on behalf of the City of Fresno City of Fresno ***Subject to Mayoral Veto Page 5 October 24, 2019City Council Meeting Minutes - Draft The above item was pulled from Consent Calendar by Councilmember Esparza and moved to Contested Consent for further discussion. 1-H ID19-11443 Award a consultant services agreement to AARC Consultants, LLC, in an amount not to exceed $163,100 for performing America ’s Water Infrastructure Act Risk and Resilience Assessment and Emergency Response Plan Preparation for the City of Fresno ’s water system infrastructure (Citywide) 1-I ID19-11426 Approve an amendment to the consultant agreement for Certified Access Specialist (CASp) Inspection Services with The Taylor Group Architects to extend for an additional one-year term (Citywide) 1-J ID19-11431 RESOLUTION - Approving the Final Map of Tract No. 6158 and accepting dedicated public uses offered therein except for dedications offered subject to City acceptance of developer installed required improvements - northeast corner of North Fowler Avenue and East Kings Canyon Road (Council District 5) RESOLUTION 2019-209 ADOPTED 1-K ID19-11433 RESOLUTION - Of Intention to annex Final Tract Map No . 6210 as Annexation No. 106 to the City of Fresno Community Facilities District No. 11 and to Authorize the Levy of Special Taxes; and setting the public hearing for December 5, 2019, at 10:00 am (west side of North Armstrong Avenue between East Shields and Clinton Avenues) (Council District 4) RESOLUTION 2019-210 ADOPTED 1-L ID19-11434 Actions pertaining to the Sugar Pine Trail Park and Ride Project at the southwest corner of Willow Avenue and Shepherd Avenue - Bid File No . 3664 (Council District 6) 1.Adopt a finding of Categorical Exemption per staff determination, pursuant to Section 15303 Class 3, Section 15311 Class 11 (b) and Section 15332 Class 32 of the California Environmental Quality Act guidelines for the Sugar Pine Trail Park and Ride Project at the southwest corner of Willow Avenue and Shepherd Avenue 2.Award a construction contract in the amount of $423,576.00 to Dave Christian Construction Inc ., of Fresno, California for the Sugar Pine Trail Park and Ride Project at the southwest corner of Willow Avenue and Shepherd Avenue City of Fresno ***Subject to Mayoral Veto Page 6 October 24, 2019City Council Meeting Minutes - Draft The above item was pulled from Consent Calendar by Council Vice President Arias and moved to Contested Consent for further discussion. 1-M ID19-11444 Approve a Contract with Landscape Maintenance of America dba California Highway Adoption Co. in the amount of $197,376 to provide monthly highway litter control along California State Routes 41, 99, 168 and 180. (Citywide) The above item was pulled from Consent Calendar by Councilmember Bredefeld and moved to Contested Consent for further discussion. 1-N ID19-11450 ***BILL NO. B-36 - (Intro. 10/10/2019) (For adoption) - Adding the Toni Hunter Organ Donor Protection Act, Section 3-126 to the Fresno Municipal Code related to paid leave for organ and bone marrow donors. (Subject to Mayor’s veto) ORDINANCE 2019-036 ADOPTED 1-O ID19-11471 Approve the appointment of Joseph Martinez to the District 1 Project Review Committee 3. GENERAL ADMINISTRATION 3-C ID19-11427 Actions pertaining to Maroa Heights Phase II, Installation of 8” and 12” Water Mains and Services (Rebid) project - Bid File 3682 (Council District 2 and Fresno County) 1.Adopt a finding of Categorical Exemption per staff ’s determination, pursuant to Class 2 Section 15302(c) (Replacement or Restoration ) of the California Environmental Quality Act Guidelines 2.***RESOLUTION - 10th Amendment to the Annual Appropriation Resolution No. 2019-133 to appropriate $4,391,000 for the Maroa Heights Phase II, Installation of 8” and 12” Water Mains and Services (Rebid) Project (Requires 5 affirmative votes) (Subject to Mayor’s veto) 3.Award a Construction Contract in the amount of $3,559,128.00 to Teichert Construction, of Fresno, California, as the lowest responsive and responsible bidder Councilmember Soria returned to the meeting at 9:41 A.M. and Council Vice President Arias left the meeting at 9:41 A.M. The above item was introduced to Council by Director Mozier, Public Works Department. Upon call, there was no public comment. Discussion held. City of Fresno ***Subject to Mayoral Veto Page 7 October 24, 2019City Council Meeting Minutes - Draft RESOLUTION 2019-211 ADOPTED On motion of Councilmember Karbassi, seconded by Councilmember Bredefeld, that the above Action Item be adopted. The motion carried by the following vote: Aye:Caprioglio, Soria, Karbassi, Chavez, Bredefeld and Esparza6 - Absent:Arias1 - 3-A ID19-11445 Actions related to the City’s Initiative to Combat Human Trafficking: 1.BILL - (for introduction) - Amending Sections 9-1603, 9-1604, 9- 1605, and 9-1609 of the Fresno Municipal Code related to Massage Business Operations 2.BILL - (for introduction) - Amending Section 9-105 of the Fresno Municipal Code related to hotel registration Council Vice President Arias returned to the meeting at 9:42 A.M. and Councilmember Chavez left the meeting at 9:48 A.M. The above item was introduced to Council by Director of Strategic Initiative Spees, Mayor's Office. Upon call, there was no public comment. Discussion held. BILL 37 INTRODUCED AND LAID OVER BILL 38 INTRODUCED AND LAID OVER On motion of Councilmember Chavez, seconded by Councilmember Karbassi, that the above Action Item be approved. The motion carried by the following vote: Aye:Caprioglio, Arias, Soria, Karbassi, Bredefeld and Esparza6 - Absent:Chavez1 - 3-B ID19-11449 ***RESOLUTION - Authorizing coordination on the development of strategies to reduce homelessness through Street2Home Fresno County and, where possible the alignment of spending plans that support a continuum of services to reduced homelessness (Subject to Mayor’s veto) Councilmember Chavez returned to the meeting at 9:51 A.M. The above item was introduced to Council by Director of Strategic Initiative City of Fresno ***Subject to Mayoral Veto Page 8 October 24, 2019City Council Meeting Minutes - Draft Spees, Mayor's Office. Upon call, the following members of the public addressed Council: Kathy Omachi, Yonas Paulos and a member from the public. Discussion held. City Clerk Spence announced during approval of the agenda that the staff report and the resolution was modified to include the word "victim" throughout the resolution and staff report. RESOLUTION 2019-212 ADOPTED AS AMENDED On motion of Councilmember Bredefeld, seconded by Councilmember Esparza, that the above Resolution be adopted as amended. The motion carried by the following vote: Aye:Caprioglio, Arias, Soria, Karbassi, Chavez, Bredefeld and Esparza 7 - 2. SCHEDULED COUNCIL HEARINGS AND MATTERS 10:00 A.M. ID19-11432 HEARING to adopt resolutions and ordinance to annex territory and levy a special tax regarding City of Fresno Community Facilities District No. 9, Annexation No. 41 (Assessor’s Parcel Number 404-071-48, Villages at the River) (north side of East Alluvial Avenue between North Chestnut and Maple Avenues) (Council District 6) 1.***RESOLUTION - Annexing Territory to Community Facilities District No. 9 and Authorizing the Levy of a Special Tax (Subject to Mayor’s Veto) 2.***RESOLUTION - Calling Special Mailed-Ballot Election (Subject to Mayor’s Veto) 3.***RESOLUTION - Declaring Election Results (Subject to Mayor’s Veto) 4.***BILL - (For introduction and adoption) - Levying a Special Tax for the Property Tax Year 2019-2020 and Future Tax Years Within and Relating to Community Facilities District No. 9, Annexation No. 41 (Subject to Mayor’s Veto) The item was called to order at 10:40 A.M. The above item was introduced City of Fresno ***Subject to Mayoral Veto Page 9 October 24, 2019City Council Meeting Minutes - Draft to Council by Director Mozier, Public Works Department. Upon call, there was no public comment and no Council discussion. RESOLUTION 2019-213 ADOPTED RESOLUTION 2019-214 ADOPTED RESOLUTION 2019-215 ADOPTED BILL 39 AND ORDINANCE 2019-037 ADOPTED On motion of Councilmember Bredefeld, seconded by Councilmember Chavez, that the above Action Item be adopted. The motion carried by the following vote: Aye:Caprioglio, Arias, Soria, Karbassi, Chavez, Bredefeld and Esparza 7 - 10:05 A.M. #1 - HEARING CANCELLED ID19-11172 HEARING to Consider Adoption of the 552nd Amendment to the Master Fee Schedule Resolution No. 80-420 to Increase Copper River Impact Fees; Acceptance and Adoption of the Public Review Draft Fee Study Update for Copper River Ranch (District 6) 1.Adopt a Finding of Statutory Exemption that the Copper River Ranch Impact Fee update is exempt pursuant to Public Resources Code Section 21080(b)(8) and Section 15273 of the California Environmental Quality Act (CEQA) Guidelines. 2.***RESOLUTION - Adopting the 552nd Amendment to the Master Fee Schedule Resolution No. 80-420 to adjust Copper River Ranch Impact Fees. (Subject to Mayor’s veto) The above hearing was cancelled and removed from the agenda. 10:10 A.M. ID19-11376 HEARING to consider Plan Amendment Application No. P19-00980 and related Environmental Assessment No. P19-00980 for the Housing Element Amendment, filed by the Planning and Development Department Director, pertaining to the following (Council District 3): 1.ADOPT the environmental findings of Environmental Assessment No. P19-00980, an Addendum to Final Master Environmental Impact Report SCH No. 2012111015 (MEIR) certified by the Fresno City Council on December 18, 2014 for the Fresno General Plan and Development Code, and to Program Environmental Impact Report SCH No. 2012041009 certified by the City Council on October 20, 2016 for the Downtown Neighborhoods Community City of Fresno ***Subject to Mayoral Veto Page 10 October 24, 2019City Council Meeting Minutes - Draft Plan, the Fulton Corridor Specific Plan, and the Downtown Development Code pursuant to California Environmental Quality Act Guidelines Sections 15162 and 15164 . 2.RESOLUTION - Adopting the Plan Amendment Application No . P19-00980, amending the text of Chapter 11 of the Fresno General Plan, the Housing Element. The item was called to order at 10:41 A.M. The above item was introduced to Council by Assistant Director Zack, Planning and Development Department. Upon call, there was no public comment. Discussion held. Councilmember Bredefeld left the meeting at 10:57 A.M. Councilmember Chavez directed staff to provide Council with a memo regarding the affordability ratio. RESOLUTION 2019-216 ADOPTED On motion of Councilmember Soria, seconded by Vice President Arias, that the above Action Item be adopted. The motion carried by the following vote: Aye:Caprioglio, Arias, Soria, Karbassi, Chavez and Esparza6 - Absent:Bredefeld1 - 10:05 A.M.#2 - SCHEDULED COMMUNICATION ID19-11385 Appearance by Gary Doesekle to discuss the Greyhound Bus Station APPEARED ID19-11457 Appearance by Gonzalo Arambula to discuss his concerns with the Rescue Mission DID NOT APPEAR PLEASE NOTE: UNSCHEDULED COMMUNICATION IS NOT SCHEDULED FOR A SPECIFIC TIME AND MAY BE HEARD ANY TIME DURING THE MEETING UNSCHEDULED COMMUNICATION Upon call, the following members of the public addressed Counci: David City of Fresno ***Subject to Mayoral Veto Page 11 October 24, 2019City Council Meeting Minutes - Draft Love and Kathy Omachi. 11:00 A.M. ID19-11283 Actions related to amending the Cannabis Retail Business and Commercial Cannabis Business Ordinance: 1. Adopt a finding that there is no possibility that this approval will have a significant effect on the environment pursuant to the common sense exemption set forth in CEQA Guidelines Section 15061(b)(3); and 2. BILL - (For introduction) - Amending sections 9-3306, 9- 3307, 9-3308, 9-3309, 9-3316, 9-3317, 9-3318, 9-3319, 9- 3321, 9-3328, 9-3335, and 9-3337 of the Fresno Municipal Code related to Cannabis Retail Business and Commercial Cannabis Business. The above item was introduced to Council by Council Vice President Arias, District 3 and Councilmember Soria, District 1. Upon call, the following members of the public addressed Council: Kiel Lopez-Schmidt, George Boyajian, Cesar Casamayor, Tommie Tahomi, Amber Morris, Bill McPike, JePahl White, Stacy Williams, Nicole Trujilla Rice, Dillon Savory and Kathy Omachi. City Council recessed for lunch at 12:05 P.M. and returned from lunch at 1:42 P.M. Discussion held. Councilmember Karbassi requested the meeting be adjourned in memory of Deputy Brian Ishmeal of El Dorado County. BILL 40 INTRODUCED AND LAID OVER 1:30 P.M. #1 ID19-11282 Fresno City Council “2019 Men of the Year” Presentation Harry Harris, PHD, Sponsored by Councilmember Mike Karbassi Detective Danny Kim, Sponsored Council President Paul Caprioglio Tim Liles, Sponsored by Councilmember Luis Chavez PRESENTED 1:30 P.M. #2 CONTESTED CONSENT CALENDAR City of Fresno ***Subject to Mayoral Veto Page 12 October 24, 2019City Council Meeting Minutes - Draft 1-A ID19-11176 Accept three cutaway vehicles from the City of Clovis appraised at $81,396.67 Councilmember Chavez left the meeting at 2:34 P.M. The above item was introduced to Council by Director Barfield, Transportation Department. Upon call, there was no public comment. Discussion held. APPROVED On motion of Councilmember Bredefeld, seconded by President Caprioglio, that the above Action Item be approved. The motion carried by the following vote: Aye:Caprioglio, Arias, Soria, Karbassi, Bredefeld and Esparza6 - Absent:Chavez1 - 1-D ID19-11408 ***Approve the amended City of Fresno Retiree Health Reimbursement Arrangement (HRA) Plan Document (Subject to Mayor’s veto) Councilmember Chavez returned to the meeting at 2:35 P.M. Councilmember Soria left the meeting at 2:35 P.M. The above item was introduced to Council by Labor Relations Manager Phillips, Personnel Department. Upon call, there was no public comment. Discussion held. APPROVED On motion of Vice President Arias, seconded by Councilmember Chavez, that the above Action Item be approved. The motion carried by the following vote: Aye:Caprioglio, Arias, Karbassi, Chavez, Bredefeld and Esparza6 - Absent:Soria1 - 1-G ID19-11430 Actions pertaining to Clovis Hills Community Church of Clovis to add a preschool to its location without breaching the allocated water supply stipulated in the extra-territorial service agreement (Fresno County): City of Fresno ***Subject to Mayoral Veto Page 13 October 24, 2019City Council Meeting Minutes - Draft 1.Adopt findings of Categorical Exemption under California Environmental Quality Act Guidelines Section 15301/Class 1 2.Approve the First Amendment to the Extra -Territorial Emergency Service and Offsite Infrastructure Agreement with Clovis Hills Community Church of Clovis, a California Corporation 3.Authorize the Director of Public Utilities, or designee, to sign the amendment on behalf of the City of Fresno Councilmember Soria returned to the meeting at 2:37 P.M. The above item was introduced to Council by Director Carbajal, Public Utilities Department. Upon call, there was no public comment. Discussion held. Councilmember Esparza asked staff for assurance that the amendment does not alter the August expiration date of the agreement and if the agreement needed to be extended or renewed, it would comes back to council for approval. APPROVED On motion of Councilmember Esparza, seconded by Councilmember Chavez, that the above Action Item be approved. The motion carried by the following vote: Aye:Caprioglio, Soria, Karbassi, Chavez, Bredefeld and Esparza6 - No:Arias1 - 1-L ID19-11434 Actions pertaining to the Sugar Pine Trail Park and Ride Project at the southwest corner of Willow Avenue and Shepherd Avenue - Bid File No . 3664 (Council District 6) 1.Adopt a finding of Categorical Exemption per staff determination, pursuant to Section 15303 Class 3, Section 15311 Class 11 (b) and Section 15332 Class 32 of the California Environmental Quality Act guidelines for the Sugar Pine Trail Park and Ride Project at the southwest corner of Willow Avenue and Shepherd Avenue 2.Award a construction contract in the amount of $423,576.00 to Dave Christian Construction Inc ., of Fresno, California for the Sugar Pine Trail Park and Ride Project at the southwest corner of Willow Avenue and Shepherd Avenue Councilmember Chavez left the meeting at 2:53 P.M. City of Fresno ***Subject to Mayoral Veto Page 14 October 24, 2019City Council Meeting Minutes - Draft The above item was introduced to Council by Public Works Manager Tyler, Public Works Department. Upon call, there was no public comment. Discussion held. APPROVED On motion of Councilmember Bredefeld, seconded by Councilmember Soria, that the above Action Item be approved. The motion carried by the following vote: Aye:Caprioglio, Arias, Soria, Karbassi, Bredefeld and Esparza6 - Absent:Chavez1 - 1-M ID19-11444 Approve a Contract with Landscape Maintenance of America dba California Highway Adoption Co. in the amount of $197,376 to provide monthly highway litter control along California State Routes 41, 99, 168 and 180. (Citywide) The above item was introduced to Council by Public Works Manager Aguirre, Public Works Department. Upon call, there was no public comment. Discussion held. Councilmember Bredefeld motion to approve as presented. Council President Caprioglio seconded the motion. Motion FAILED 4/3. Councilmember Soria, Councilmember Karbassi, Council Vice President Arias and Councilmember Esparza voted no. Councilmember Karbassi motioned to approved as amended to go with option 3 Olympic Property Services LLC in the amount of $262,336.00 for 45 day of service. Councilmember Soria seconded the motion. APPROVED AS AMENDED On motion of Councilmember Karbassi, seconded by Councilmember Soria, that the above Action Item be approved as amended. The motion carried by the following vote: Aye:Arias, Soria, Karbassi, Chavez and Esparza5 - City of Fresno ***Subject to Mayoral Veto Page 15 October 24, 2019City Council Meeting Minutes - Draft No:Caprioglio and Bredefeld2 - 4. CITY COUNCIL There were no City Council items. 5. CLOSED SESSION City Council recessed for Closed Session at 3:29 P.M. and returned from Closed Session at 3:55 P.M. The below Closed Session items were discussed and there were no announcements after Closed Session. 5-A ID19-11419 PUBLIC EMPLOYEE PERFORMANCE EVALUATION - Government Code Section 54957 Title: City Attorney 5-B ID19-11452 CONFERENCE WITH LABOR NEGOTIATORS - Government Code Section 54957.6 City Negotiators: Jeffrey Cardell, Ken Phillips Employee Organizations: 1. International Union of Operating Engineers, Stationary Engineers, Local 39 (Local 39) 2. City of Fresno Management Employees Association (CFMEA) 5-C ID19-11462 CONFERENCE WITH REAL PROPERTY NEGOTIATOR - Government Code Section 54956.8 Property: 735 H Street Negotiating Parties: City Manager Wilma Quan, Promontory Investments, LLC., Rookspire Incorporated ADJOURNMENT City Council adjourned at 3:55 P.M. in memory of Fresno Police Officer Gregory Jouroyan, Frenso State University PhD. Professor Stephen Rodemeyer and El Dorado County Deputy Brian Ishmeal. City of Fresno ***Subject to Mayoral Veto Page 16 October 24, 2019City Council Meeting Minutes - Draft City of Fresno ***Subject to Mayoral Veto Page 17 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11523 Agenda Date:11/7/2019 Agenda #: CEREMONIAL PRESENTATION November 7, 2019 Proclamation of “North Fresno Lions 70th Anniversary Day” City of Fresno Printed on 3/15/2023Page 1 of 1 powered by Legistar™ CITY OF FRESNO Office of Councilmember Esmeralda Soria _____________________________________________ __________________________________________ LEE BRAND, Honorable Mayor PAUL CAPRIOGLIO, Council President, District 4 _____________________________________________ __________________________________________ MIGUEL ARIAS, Council Vice-President, District 3 ESMERALDA SORIA, Councilmember, District 1 _____________________________________________ __________________________________________ MIKE KARBASSI, Councilmember, District 2 LUIS CHAVEZ, Councilmember, District 5 _____________________________________________ __________________________________________ GARRY BREDEFELD, Councilmember, District 6 NELSON ESPARZA, Councilmember, District 7 Is hereby presented to the: North Fresno Lions Club WHEREAS, The North Fresno Lions Club was chartered on November 3, 1949 marking this year as the club’s 70th anniversary. The North Fresno Lions Club is dedicated to giving sight, serving the youth, awarding grants, aiding during disasters, and promoting civic and community engagement; and WHEREAS, The North Fresno Lions embraced the mission given to Lions International by Hellen Keller to serve as Knights for the Blind by collecting 10,000+ used eyeglasses annually and distributing them worldwide through sight and medical missions. Locally they provide children and adults with paid exams, eyeglasses, and even sponsor needed eye surgeries and corneal implants; and WHEREAS, North Fresno Lions have worked actively with the youth of Fresno to promote patriotism, civic understanding, and volunteerism by providing them with scholarships and many opportunities to become involved. This is done through annual Flag Day events at schools, an annual Student Speakers’ Contest, and Camper-ships for diabetics, cancer survivors, and disabled children; and WHEREAS, From 2018-2019 alone, the North Fresno Lions dedicated over 400 service hours on 12 different service projects. In over 70 years of supporting local non- profits and charities, the North Fresno Lions have raised well over $1,000,000 for places like the Central California Food Bank, Hinds Hospice, Poverello House, Marjaree Mason Center, Valley Center for Blind, and Habitat for Humanity. NOW, THEREFORE BE IT RESOLVED, that the City of Fresno Mayor and City Council does hereby proclaim November 7th, 2019 to be: “North Fresno Lions Club 70 th Anniversary Day ” in the City of Fresno IN WITNESS WHEREOF, we have hereunto set our hands and affixed the seal of the City of Fresno, California, this 7 th day of November 2019. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11404 Agenda Date:11/7/2019 Agenda #: CEREMONIAL PRESENTATION November 7, 2019 Proclamation of “Bob Meyers Day” City of Fresno Printed on 3/15/2023Page 1 of 1 powered by Legistar™ P R O C L A M A T I O N OFFICE OF COUNCILMEMBER MIKE KARBASSI WHEREAS, BOB MEYERS has been recognized as one of the fastest sport shooters in the world through his 13 years of dedication to the sport of fast draw shooting; and WHEREAS, BOB MEYERS has been named a world champion fast draw shooter in both the Cowboy Fast Draw and World’s Fastest Professional Gun Fighters divisions; and WHEREAS, BOB MEYERS created his own exclusive fast draw organization at which only the top 18 fast draw shooters are able to compete; and WHEREAS, BOB MEYERS is the founder of the Sierra Gun Hawks Club; and WHEREAS, BOB MEYERS is always happy to instruct men and women in the Central Valley in gun safety and about the sport of fast draw; and WHEREAS, BOB MEYERS has put Fresno on the map as a region to contend with in the sport of fast draw; and NOW, THEREFORE BE IT RESOLVED: that we, Mayor Lee Brand and Fresno City Council Members, do hereby proclaim the 7th day of November, to be: “Bob Meyers Day” IN WITNESS WHEREOF, we have hereunto set our hands and affixed the Seal of The City of Fresno, California, this 7th day of November 2019. _________________________________________ ____________________________________________ MAYOR LEE BRAND COUNCIL PRESIDENT PAUL CAPRIOGLIO _________________________________________ ____________________________________________ COUNCIL VICE PRESIDENT MIGUEL ARIAS COUNCILMEMBER ESMERALDA SORIA _________________________________________ ____________________________________________ COUNCILMEMBER MIKE KARBASSI COUNCILMEMBER LUIS CHAVEZ __________________________________________ ____________________________________________ COUNCILMEMBER GARRY BREDEFELD COUNCILMEMBER NELSON ESPARZA City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11273 Agenda Date:11/7/2019 Agenda #: CEREMONIAL PRESENTATION November 7, 2019 Mid Valley Disposal to Present their “Recycler of the Year” awards to IEH Labs (District 4) and Chukchansi Park (District 3). City of Fresno Printed on 3/15/2023Page 1 of 1 powered by Legistar™ CITY OF FRESNO Office of Council President Paul Caprioglio _____________________________________________ __________________________________________ LEE BRAND, Honorable Mayor PAUL CAPRIOGLIO, Council President _____________________________________________ __________________________________________ MIGUEL A. ARIAS, Council Vice President ESMERALDA SORIA, Councilmember District 1 _____________________________________________ __________________________________________ MIKE KARBASSI, Councilmember District 2 LUIS CHAVEZ, Councilmember District 5 _____________________________________________ __________________________________________________ GARRY BREDEFELD, Councilmember District 6 NELSON ESPARZA, Councilmember District 7 WHEREAS, each year, Mid Valley Disposal recognizes a local business that is making a difference in our environment by reducing waste, recycling, and conserving resources in communities; and WHEREAS, IEH Laboratories and Consulting Group (IEH Labs) partners with food companies to implement proactive approaches to manage food safety risks; and WHEREAS, founded in 2001, IEH Labs has been preventing and responding effectively to foodborne outbreaks, meet industry needs, and move the field of food safety forward; and WHEREAS, their success is fueled by a dedicated team of scientists, laboratory analysts, food safety experts and consultants, and support staff; and WHEREAS, they operate over one hundred (100) laboratories across the United States, Canada, Mexico, Germany, England, Austria, Australia, China, and the Netherlands; and WHEREAS, IEH Labs has implemented a company-wide recycling program and developed educational efforts on how to recycle properly through bilingual flyers and presentation. Additionally their contribution to public health and food safety is featured in the NY Times, CNN, Fast Company and Bloomberg; and WHEREAS, IEH Labs is now able to divert over 8,700 pounds of recyclable and 10,500 pounds of organic waste from landfills each month; and WHEREAS, these incredible efforts to help reduce waste and improve the health and well-being of our environment has resulted in IEH Labs being recognized as a 2019 Recycler of the Year by Mid Valley Disposal; NOW, THEREFORE BE IT RESOLVED, that we, Mayor Lee Brand and the Fresno City Councilmembers, do hereby proclaim Thursday, November 7, 2019 to be: “IEH Laboratories and Consulting Group Day ” in the City of Fresno. IN WITNESS WHEREOF, we have hereunto set our hands and affixed the Great Seal of the City of Fresno, California, this 7th day of November 2019. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11460 Agenda Date:11/7/2019 Agenda #: CEREMONIAL PRESENTATION Proclamation of “National Veterans Small Business Week” City of Fresno Printed on 3/15/2023Page 1 of 1 powered by Legistar™ CITY OF FRESNO Office of Council President Paul Caprioglio _____________________________________________ __________________________________________ LEE BRAND, Honorable Mayor PAUL CAPRIOGLIO, Council President _____________________________________________ __________________________________________ MIGUEL A. ARIAS, Council Vice President ESMERALDA SORIA, Councilmember District 1 _____________________________________________ __________________________________________ MIKE KARBASSI, Councilmember District 2 LUIS CHAVEZ, Councilmember District 5 _____________________________________________ __________________________________________________ GARRY BREDEFELD, Councilmember District 6 NELSON ESPARZA, Councilmember District 7 WHEREAS, each year the U.S. Small Business Administration (SBA) celebrates, connects, and empowers service members, veterans and military spouse entrepreneurs during National Veterans Small Business Week (NVSBW); and WHEREAS, NVSBW raises awareness of veteran business ownership and encourages communities to support their veteran and military owned businesses; and WHEREAS, National Veterans Small Business Week is an annual renewal of the national commitment to veteran business ownership, showcasing its positive impact in the U.S. economy, and highlighting the challenges faced by veteran entrepreneurs; and WHEREAS, transitioning service members looking to start a business can obtain assistance from a Veterans Business Outreach Center or Boots to Business training course; and WHEREAS, SBA and its resource partners empower veterans including women veterans, active duty service members, National Guard and Reserve members, and military spouses with entrepreneurial training, tools, and resources; and WHEREAS, acquiring capital to fund new business ventures is one of the biggest challenges facing service members, veterans, and military spouses beginning their entrepreneurial journeys; and WHEREAS, the federal government’s goal is to award at least three percent of all contracting dollars to Service Disabled Veteran Owned Small Businesses each year; and WHEREAS, the Fresno SBA District Office, local resource partners, and other organizations celebrate Fresno’s veteran and military owned business; and WHEREAS, nearly ten percent of all businesses in the United States are veteran-owned and the City of Fresno is proudly home to several registered veteran-owned businesses; and WHEREAS, Fresno small businesses owned by active duty service members, National Guard and Reserve members, veterans, and military spouses contribute to Fresno’s economy and help support our community; and WHEREAS, The City of Fresno is grateful to the brave service men and women who have chosen to dedicate themselves to serving and protecting their country and encourage the greater Fresno community to support veteran-owned businesses throughout the year. NOW, THEREFORE BE IT RESOLVED, that that we, Mayor Lee Brand and the Fresno City Councilmembers, do hereby proclaim the week of November 4-8, 2019 to be: “National Veterans Small Business Week” in the City of Fresno. IN WITNESS WHEREOF, we have hereunto set our hands and affixed the Great Seal of the City of Fresno, California, this 7th day of November 2019. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11504 Agenda Date:11/7/2019 Agenda #: CEREMONIAL PRESENTATION November 7, 2019 Proclamation of “GURU NANAK’s 550th GURPURB, or BIRTH ANNIVERSARY DAY” City of Fresno Printed on 3/15/2023Page 1 of 1 powered by Legistar™ CITY OF FRESNO Office of Mayor Lee Brand and Council President Paul Caprioglio _____________________________________________ __________________________________________ LEE BRAND, Honorable Mayor PAUL CAPRIOGLIO, Council President _____________________________________________ __________________________________________ MIGUEL ARIAS, Council Vice President ESMERALDA SORIA, Councilmember District 1 _____________________________________________ __________________________________________ MIKE KARBASSI, Councilmember District 2 LUIS CHAVEZ, Councilmember District 5 _____________________________________________ __________________________________________ GARRY BREDEFELD, Councilmember District 6 NELSON ESPARZA, Councilmember District 7 WHEREAS, Sikhs have been living in the United States for more than 120 years, and during the early 20th century thousands of Sikh Americans worked on farms, in lumber mills and mines, and on the Oregon, Pacific, and Eastern Railroad; and WHEREAS, 2019 is the 550th birthday of the first of ten gurus and founders of Sikhism, Guru Nanak, and Guru Nanak’s Gurpurab, which is one of the most important dates in the Sikh calendar, and is celebrated by Sikhs worldwide; and WHEREAS, Sikh men and women have notably contributed to American society since their arrival in the late 1880s; and WHEREAS, Sikh Americans pursue diverse professions that add to the social, cultural and economic vibrancy of the United States, including service as members of the United States Armed Forces and making significant contributions to our great nation in agriculture, information technology, small business, the hospitality industry, trucking, medicine, and technology; and WHEREAS, The City of Fresno recognizes and appreciates the rich history and shared experiences of Sikh Americans. NOW, THEREFORE BE IT RESOLVED that we, Mayor Lee Brand, Council President Paul Caprioglio and the Fresno City Council, do hereby recognize the historical, cultural, and religious significance of Sikh Americans and Guru Nanak’s 550th birthday and express respect for all Sikhs who practice their faith, and do hereby proclaim Tuesday, November 12th, 2019 to be: “GURU NANAK’s 550th GURPURB, or BIRTH ANNIVERSARY DAY” in the City of Fresno. IN WITNESS WHEREOF, we have hereunto set our hands and affixed the Seal of the City of Fresno, California, this 7th day of November, 2019. Guru Nanak 550tth Gurpurb, or Birth Anniversary City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11294 Agenda Date:11/7/2019 Agenda #:1-A REPORT TO THE CITY COUNCIL November 7, 2019 FROM:JENNIFER K. CLARK, AICP, Director Planning and Development Department THROUGH:MIKE SANCHEZ, Assistant Director Planning and Development Department BY:SUMMER CECIL, Management Analyst II Planning and Development Department SUBJECT Actions pertaining to as needed plan checking and inspection services: 1.Approve a consultant services agreement with Willdan Engineering,Inc.,in an amount not to exceed $100,000; and 2.Approve a consultant services agreement with Interwest Consulting Group in and amount not to exceed $250,000. RECOMMENDATION Staff recommends approval of the consultant services agreements with Interwest Consulting Group and Willdan Engineering, Inc.. EXECUTIVE SUMMARY The Building and Safety Services Division (Division)of the Planning and Development Department has seen a steady increase of building permit applications and inspections.In order to efficiently process the increasing number of applications within the approved timeframes as set forth by the Mayor’s Business Friendly Fresno 2.0!(BFF 2.0!)initiative,and more recently,the Business Streamlining Act/Money Back Guarantee (MBG)approved by Council,the Division has utilized the assistance of professional plan checking agencies.In anticipation of the impending 2019 new California Building Code adoption-which has also proven to increase the number of applications in past code adoption years-the Division released a Request for Proposals (RFP),soliciting qualified firms to assist as-needed with Plan Checking and Inspection Services.Of the eight respondents,the following three firms were chosen as the best value for the City:Wildan Engineering,Inc.,and Interwest Consulting Group (Interwest). City of Fresno Printed on 3/15/2023Page 1 of 3 powered by Legistar™ File #:ID19-11294 Agenda Date:11/7/2019 Agenda #:1-A BACKGROUND The Building and Safety Services Division (Division)of the Planning and Development Department historically issues on average almost 30 permit applications daily.Depending on the project,these permits may require construction plans to be reviewed by one or multiple development disciplines by the Division’s various Plans Examiners and Engineers.Depending on the project type,these disciplines can include:solar,structural,building,grading,electrical,mechanical,plumbing,and Title 24 compliance review.All plans are reviewed per the California Building Code standards that are renewed and adopted every three years.A new iteration of the building code has been released and will become effective January 1,2020.Staff will complete specialized training in order to become familiar with what has been revised and how it may affect the review of their individual disciplines, prior to the new code effective date. The Division also anticipates an increase in the number of residential standard plan applications that will require review per the new building code during the latter end of the year. The Department’s current consulting services contracts for as-needed plan checking services expired September 30, 2019. The Planning and Development Department released a Request for Proposals seeking qualified firms to assist in an as-needed capacity for plan checking services on June 17,2019.In total,eight responses (Attachment 3)were received and reviewed by an evaluation committee after the proposal opening of July 12,2019.Of the eight responses,two were found to be the best value for the City and approval of awards through December 31,2020 for both firms is recommended,in the following amounts:Willdan Engineering,Inc.,-not to exceed $100,000;and Interwest Consulting Group -not to exceed $250,000. The recommended firms will offer the City more flexibility in the plan review process and will enable the Division to maintain the timelines set forth by MBG. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act (CEQA)Guidelines Section 15378, the award of this contract is not a “project” as defined by CEQA. LOCAL PREFERENCE Local preference was implemented;Willdan and Interwest meet the requirements of Fresno Municipal Code Section 4-109(b). FISCAL IMPACT Funding is provided by the Planning and Development Department Fiscal Year 2020 appropriations. Attachments: Attachment 1: Consultant Services Agreement with Willdan City of Fresno Printed on 3/15/2023Page 2 of 3 powered by Legistar™ File #:ID19-11294 Agenda Date:11/7/2019 Agenda #:1-A Attachment 2: Consultant Services Agreement with Interwest Attachment 3: RFP Matrix City of Fresno Printed on 3/15/2023Page 3 of 3 powered by Legistar™ Request for Professional Services (RFP) Professional Plan Review and Backcheck Services Vendor Scope of Services Price Comments Interwest Full building review for Commercial, Multi-Family, and Residential $130/hr Local, established professional relationship, agreed to 10 business day turn-around Willdan Full building review for Commercial, Multi-Family, and Residential $130/hr Local, established professional relationship, agreed to 10 business day turn-around Brooks Ransom Structural Only $145- $200/hr Local, costs higher, limited scope CSG Consultants Full building review for Commercial, Multi-Family, and Residential $150/hr Costs higher, wanted percent of fees for payment, did not want to subcontract, per MC Sec.4-109 preference for local vendors 4Leaf Full building review for Commercial, Multi-Family, and Residential $95- $205/hr Costs higher, per MC Sec.4-109 preference for local vendors TRB Full building review for Commercial, Multi-Family, and Residential $130/hr Costs varied, per MC Sec.4-109 preference for local vendors West Coast Code Consultations Full building review for Commercial, Multi-Family, and Residential $130- $155/hr Costs higher, per MC Sec.4-109 preference for local vendors Bureau Veritas Full building review for Commercial, Multi-Family, and Residential $125- $160/hr Costs higher, per MC Sec.4-109 preference for local vendors City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11407 Agenda Date:11/7/2019 Agenda #:1-B REPORT TO THE CITY COUNCIL November 7, 2019 FROM:JENNIFER CLARK, Director Planning and Development Department THROUGH:MIKE SANCHEZ, Assistant Director Planning and Development Department BY:CHARLES CLARK, Building and Safety Services Manager Planning and Development Department SUBJECT Actions relating to repealing and adding Building Regulations in the Fresno Municipal Code: 1. BILL - (For introduction) - Adopting express findings related to local climatic, topographical and geological conditions that make the City’s amendments to the California Mechanical Code and California Plumbing Code reasonably necessary and repealing Sections 11-101 through Section 11- 109 of Article1, Chapter 11 of the Fresno Municipal Code and adding Sections 11-101 through Section 11-109 of Article1, of Chapter 11 to adopt and amend the California Building, Residential, Electrical, Mechanical, Plumbing, Energy and Green Building Standards Codes. RECOMMENDATION Introduce Ordinance Bill adopting express findings related to local climatic,topographical and geological conditions that make the City’s amendments to the California Mechanical Code and California Plumbing Code reasonably necessary and repealing Sections 11-101 through Section 11- 109 of Article1,Chapter 11 of the Fresno Municipal Code and adding Sections 11-101 through Section 11-109 of Article1,of Chapter 11 to adopt and amend the California Building,Residential, Electrical, Mechanical, Plumbing, Energy and Green Building Standards Codes. EXECUTIVE SUMMARY Every three years,the California Building Standards Code is reviewed and modified where applicable and adopted by the California Building Standards Commission.On Dec 4-5,2018,the Commission voted to adopt the 2019 edition of the California Building Standards Code effective City of Fresno Printed on 3/15/2023Page 1 of 3 powered by Legistar™ File #:ID19-11407 Agenda Date:11/7/2019 Agenda #:1-B Commission voted to adopt the 2019 edition of the California Building Standards Code effective January 1,2020.The 2019 California Building Standards Code includes the California Building, Residential,Electrical,Mechanical,Plumbing,Energy and Green Building Standards Codes. Regardless of whether the City formally adopts the California Building Standards Code it will go into effect on January 1,2020.However,by adopting the California Building Standards Code the City has the opportunity to amend the Codes to address local concerns.The purpose of this Ordinance Bill is merely to adopt the updated standards which are adopted or modified as necessary to insure the safety of the community. BACKGROUND The 2019 California Building Standards Codes incorporates the 2018 editions of the International Building Code and International Residential Code,2018 editions of the Uniform Plumbing Code and Uniform Mechanical Code,and the 2017 edition of the National Electrical Code as amended with necessary California amendments.The 2019 California Building Standards Codes also incorporates the 2019 California Energy Code and 2019 California Green Building Standards Code.The 2019 California Building Standards Code will become effective on January 1,2020,and is mandated by the California Building Standards Commission for statewide adoption and enforcement.The City of Fresno has the authority to make necessary modifications to the State Code. Pursuant to California Health and Safety Code Sections 17958.7 and 18941.5,local modifications must be supported by express findings related to local climatic,geological,or topographical conditions.All proposed modifications that are administrative do not require findings under the above identified California Health and Safety Code sections. The proposed modification to the California Mechanical Code which requires express findings is related to wood burning appliances which is a re-adoption of an ordinance adopted in 2016.The express finding is set forth in Section 1 of the Ordinance Bill. The proposed modification to the California Plumbing Code requires express findings and is related to the prohibition of galvanized malleable iron,galvanized wrought iron or galvanized steel for building water piping and building supply piping which is a re-adoption of an ordinance adopted in 2016. The express finding is set forth in Section 2 of the Ordinance Bill. Staff recommends adoption of the standards with minor modifications. ENVIRONMENTAL FINDINGS This is not a project for the purposes of CEQA, pursuant to CEQA Guidelines Section 15378. LOCAL PREFERENCE Local preference was not implemented because this item is an amendment to an existing contract. FISCAL IMPACT No additional General Fund appropriations are required for this ordinance. Attachments: City of Fresno Printed on 3/15/2023Page 2 of 3 powered by Legistar™ File #:ID19-11407 Agenda Date:11/7/2019 Agenda #:1-B 1.Ordinance Bill 2.Express Findings For Modifications to the California Mechanical Code 3.Express Findings For Modifications to the California Plumbing Code City of Fresno Printed on 3/15/2023Page 3 of 3 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11470 Agenda Date:11/7/2019 Agenda #:1-C REPORT TO THE CITY COUNCIL November 7, 2019 FROM:GREGORY A. BARFIELD, Director Department of Transportation BY:BRIAN BARR, Assistant Director Department of Transportation BRIAN CETTI, Capital Development Specialist Department of Transportation SUBJECT Approve the Third Amendment to the professional consultant agreement with Stantec Architecture, Inc., to redesign the 65 percent electric bus charging infrastructure design documents to accommodate primary electrical service through PG&E EV Fleet Program in the amount of $73,987 and authorize the Director of Transportation or designee to execute all related documents RECOMMENDATION Staff recommends Council approve the Third Amendment to the professional consultant agreement with Stantec Architecture,Inc.,(Stantec)to redesign the 65 percent electric bus charging infrastructure design documents to accommodate primary electrical service through PG&E EV Fleet Program in the amount of $73,987 and authorize the Director of Transportation or designee to execute all related documents. EXECUTIVE SUMMARY The Department of Transportation (FAX)seeks the approval of a Third Amendment to an Agreement with Stantec to redesign 65 percent design development drawings to coordinate with PG&E new electric vehicle readiness program,EV Fleet.This program will provide 12KV primary electrical utility service to the FAX bus yard to support the Electric Bus Charging Project.This program enables PG&E to upgrade utility infrastructure to support the FAX electric bus charging needs at no cost to FAX.The additional costs for professional engineering services is offset by the substantial savings resulting in eliminating infrastructure costs and rebates offered by PG&E to purchase electric bus charging equipment and transit vehicles.This scope change has been requested by FAX due to the immediate overall project savings and the long term benefits offered by the PG&E EV Fleet Program. City of Fresno Printed on 3/15/2023Page 1 of 2 powered by Legistar™ File #:ID19-11470 Agenda Date:11/7/2019 Agenda #:1-C BACKGROUND FAX entered into a consultant agreement with Stantec on April 19,2018,to provide design and engineering services for the Facilities Improvement Project.The scope of the project covers improvements being made to the existing Bus facilities located at 2223 G Street.Such improvements include upgrades to the fire alarm system,new fare collection building,expansion of the existing bus wash area,replacement of end-of-life bus cleaning equipment,bus entry gate reconfiguration,electric bus charging infrastructure,and redesign of the employee parking area. These improvements are all intended to make the facilities safer and provide better service to customers. The Electric Bus Charging Project will provide FAX with the ability to charge up to 23 zero emission electric buses simultaneously and is intended to support FAX electric bus fleet charging needs over the next ten (10)years.Through the PG&E EV Fleet Program,the utility will provide 3MW of primary electrical service at no cost to FAX.This program was launched after the bus charging infrastructure 65 percent design documents were completed and design was based upon fewer bus chargers and secondary electrical service (lower voltage)from PG&E.The additional costs of Stantec professional engineering services is offset by the substantial savings by eliminating infrastructure costs from the project budget and the rebates offered by the EV Fleet Program to purchase electric bus charging equipment and transit vehicles.Overall,this change will result in a significant cost savings to the project.Additionally,changing to primary electrical service will enable FAX to reasonably expand the zero emission electric bus fleet beyond 23 vehicles in future projects. In November 2018,Council approved the First Amendment to provide additional design and engineering services necessary to replace the FAX Administration Building HVAC equipment and expand network and security requirements.In August 2019,Council approved the Second Amendment to separate the HVAC equipment replacement as a stand-alone construction project. The City Attorney has reviewed the Amendment and approved it as to form. ENVIRONMENTAL FINDING This is not a “project” for the purpose of CEQA pursuant to CEQA Guidelines Section 15378. LOCAL PREFERENCE Local preference was not considered as this is an Amendment being sought for an existing contract. FISCAL IMPACT No general fund dollar will be utilized to fund this Amendment.This Amendment will be funded from State Prop1b PTIMSEA, FTA 5339 and FTA 5307 grants. Attachment: Third Amendment to Stantec Architecture Agreement City of Fresno Printed on 3/15/2023Page 2 of 2 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11502 Agenda Date:11/7/2019 Agenda #:1-D REPORT TO THE CITY COUNCIL November 7, 2019 FROM:GREGORY A. BARFIELD, Director Department of Transportation BY:BRIAN BARR, Assistant Director Department of Transportation NOEL VILLAVERDE, IS Supervisor Department of Transportation SUBJECT Actions related to award of a service contract with DILAX Systems Inc., of Quebec, Canada, in the amount of $67,131 1.Affirm the City Manager’s determination that DILAX Systems,Inc.,is uniquely qualified to perform maintenance services for the Department of Transportation,FAX Division,Automatic Passenger Counter system (APC) 2.Affirm the City Manager’s determination that DILAX Systems,Inc.,is uniquely capable as defined by the Federal Transit Administration for sole-source non-competitive procurements,to perform maintenance services for the Department of Transportation’s Automatic Passenger Counter system 3.Award a two-year maintenance service agreement DILAX Systems,Inc.,of Quebec,Canada, in the amount of $67,131, with two one-year options RECOMMENDATION Staff recommends Council affirm the City Manager’s determination that DILAX Systems,Inc.(DILAX) is uniquely qualified and uniquely capable to perform the services for the Department of Transportation,FAX Division Automatic Passenger Counter (APC)systems and award a service agreement with DILAX in the amount of $67,131 for a two-year maintenance service agreement,with two one-year options to extend, to support FAX fleet operations’ software and equipment. EXECUTIVE SUMMARY FAX seeks to maintain the integrity of its APC systems that provides its fixed-route system passenger counts and enhanced data reporting.To achieve this goal,FAX requests to enter into an extended maintenance service agreement with DILAX.The service agreement will provide the continued City of Fresno Printed on 3/15/2023Page 1 of 2 powered by Legistar™ File #:ID19-11502 Agenda Date:11/7/2019 Agenda #:1-D maintenance service agreement with DILAX.The service agreement will provide the continued maintenance support of the APCS proprietary system hardware and software,which can only be provided by the system manufacturer.The integrity of this system is critical to FAX receiving Federal Transit Authority (FTA) grant funding for operations. BACKGROUND In June 2011,the Council awarded a state-of-the-art APC to DILAX.This technology enables FAX to automate passenger counts on-board buses and allowed FAX to discontinue manual survey,which then enhances data collection for the National Transit Database (NTD)reporting.NTD also certified the FAX APC system, which is critical to receiving FTA grant funding. This maintenance service agreement is integral for maintaining hardware and software integrity and can only be sole-sourced from the manufacturer of the software,DILAX.Please note future maintenance services shall be evaluated against the timing of the FAX backend system evaluation and upgrade project where modules such as the current APC system will be assessed for future system compatibility. The contract is for two-years with two one-year options. The City Attorney has approved the contract as to form. ENVIRONMENTAL FINDING By definition provided in the California Environmental Quality Act Guidelines Section 15378,the award of this contract is exempt from the California Environmental Quality Act requirements. LOCAL PREFERENCE Local preference is not applicable as Federal funds preclude the use of local preference. FISCAL IMPACT No General Fund dollars shall be used for this award.This project is funded through FTA 5307 grants as included in the department FY20 budget. Attachments: Uniquely Qualified Memorandum Agreement with Dilax City of Fresno Printed on 3/15/2023Page 2 of 2 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11488 Agenda Date:11/7/2019 Agenda #:1-E REPORT TO THE CITY COUNCIL November 7, 2019 FROM:SCOTT L. MOZIER, PE, Director Public Works Department THROUGH:ANDREW J. BENELLI, PE, City Engineer/Assistant Director Public Works Department BY:SHELBY MACNAB, MPA, Grants Administrator Public Works Department SUBJECT RESOLUTION -Authorizing the Application for Funding from the Urban Forestry Grant Program Entitled “Urban and Community Forestry Program”as Provided Through the Greenhouse Gas Reduction Fund (Citywide) RECOMMENDATIONS Staff recommends that the City Council adopt a resolution authorizing the submission of an application for grant funds from the Urban Forestry Grant Program as provided through the California Greenhouse Gas Reduction Fund and authorize the conduction of all negotiations related to the grant by the Public Works Director, or designee. EXECUTIVE SUMMARY The Department of Public Works requests approval to submit a grant proposal to the California Department of Forestry and Fire Protection (Cal Fire)Urban and Community Forestry (U&CF) Program for $307,289 to prepare an Urban Forest Management Plan (UFMP),plant 68 trees and provide tree care education and job training in partnership with Tree Fresno and the California Conservation Corps.Cal Fire administers grant funds made available as part of Greenhouse Gas Reduction Funds.The UFMP will analyze data collected as part of the citywide Urban Forest Tree Inventory,which will be completed in 2020,and make recommendations for restoration,maintenance and expansion of the urban forest over the next 40 years.The application process occurs in two stages.The initial concept proposal is due on November 27th,2019.The full application for invited applicants will be due in early 2020 and requires an adopted resolution as part of the application submission. City of Fresno Printed on 3/15/2023Page 1 of 3 powered by Legistar™ File #:ID19-11488 Agenda Date:11/7/2019 Agenda #:1-E BACKGROUND The CAL FIRE U&CF Program,funded by California Climate Investments (CCI),works to optimize the benefits of trees and related vegetation through multiple-objective projects as specified in the California Urban Forestry Act of 1978.These projects further the goals of the California Global Warming Solutions Act of 2006,result in a net greenhouse gas benefit,and provide environmental services and cost-effective solutions to the needs of urban communities and local agencies. Approximately $10 million dollars is available statewide. In May 2017 the City was awarded grant funding to complete a citywide tree inventory and planting project.The tree inventory is currently underway and when completed in early 2020,will result in a geo-based record detailing the location,species and general condition of all City-owned trees within the City’s approximately 112 square mile boundary.It is estimated that the City is responsible for the care of approximately 300,000 trees.The exact number of trees will be confirmed at the completion of the inventory.In order to fully analyze the significant amount of data collected as part of the inventory,it was recommended that the City of Fresno prepare an UFMP.In March 2019,the City submitted an application for funding the UFMP which scored well overall but was not selected due to regional distribution factors.The City was encouraged to resubmit the application for consideration in the next round of funding.This report and the attached resolution authorizes the Department of Public Works to resubmit a proposal to the program. Grant funding will enable the City to undergo a planning process which will include a thorough analysis of tree health,identify deferred maintenance,make recommendations on the prioritization of resources,discuss opportunities for urban forest restoration and expansion,and provide data needed to apply for future grant funding opportunities.The planning process will include community engagement and key stakeholders to ensure that the plan represents community needs.The completed UFMP will provide baseline metrics and insights to allow the Department of Public Works to develop proactive short- and long-term forest care goals. The program provides preference for projects that include a tree planting component and tree care education and requires that the plan include a tree canopy cover goal.Tree planting was included in the proposal.A total of 68 trees are proposed for planting in the Huntington Boulevard Greenway from SR-41 to First Street and in the McKenzie Avenue Greenway from Barton to Jackson and Maple to Sierra Vista.Residents and Council District representatives will be consulted early in the planting process to ensure community input is incorporated.A tree canopy cover goal will be included in the plan. The total amount of funding requested for the plan,planting and education is $307,289.Matching funds of 25%are required,though reductions can be made for disadvantaged communities.Due to the City of Fresno’s disadvantaged status,a request to reduce matching requirements from 25% down to 10% will be included in the grant proposal. ENVIRONMENTAL FINDINGS By the definition provided within the California Environmental Quality Act Guidelines section 15378, this item does not qualify as a project under CEQA. City of Fresno Printed on 3/15/2023Page 2 of 3 powered by Legistar™ File #:ID19-11488 Agenda Date:11/7/2019 Agenda #:1-E LOCAL PREFERENCE Local preference is not applicable because this project does not include a bid or award of a construction or services contract. FISCAL IMPACT A local match of 10%to 25%will be required.Matching funds can include in-kind sources.If the grant is awarded,funding will be identified through future fiscal year operational budgets from Measure C Flexible Funds and Special Landscape Districts as appropriate for the project. Attachment: Resolution City of Fresno Printed on 3/15/2023Page 3 of 3 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11490 Agenda Date:11/7/2019 Agenda #:1-F REPORT TO THE CITY COUNCIL November 7, 2019 FROM:SCOTT L. MOZIER, PE, Director Public Works Department THROUGH:ANDREW J. BENELLI, PE, City Engineer/Assistant Director Public Works Department, Traffic Operations and Planning Division BY:ANN LILLIE, Senior Engineering Technician Public Works Department, Traffic Operations and Planning Division SUBJECT RESOLUTION -Of Intention to Annex Final Parcel Map No.2016-02 as Annexation No.26 to the City of Fresno Community Facilities District No.9 and to Authorize the Levy of Special Taxes;and setting the public hearing for December 5,2019,at 10:00 am (northwest corner of North Willow and East Shepherd Avenues) (Council District 6) RECOMMENDATION Adopt Resolution of Intention to annex Final Parcel Map No.2016-02 as Annexation No.26 to the City of Fresno Community Facilities District No. 9 (“CFD No. 9”). EXECUTIVE SUMMARY The landowner has petitioned the City of Fresno (“City”)to have Final Parcel Map No.2016-02 (The ROW development)annexed to CFD No.9 to provide funding for the Services pertaining to certain above ground public improvements associated with this Development.The total cost set for these Services for the public improvements totals $97,167 annually for fiscal year 2019-2020.Annexation No.26 is located entirely in the Fresno City Limits.The Resolution of Intention begins the process, sets the required public hearing for Thursday,December 5,2019,at 10:00 am,and defines the steps required to complete the annexation (Reference attached location map). BACKGROUND New commercial,industrial,and multi-family subdivisions and parcel maps have different needs and standards than those of a standard single-family residential subdivision.Commercial,industrial and multi-family subdivisions are traditionally self-maintained with different proprietary requirements for landscaping,signage and general designs.CFD No.9 is designed to accommodate these City of Fresno Printed on 3/15/2023Page 1 of 3 powered by Legistar™ File #:ID19-11490 Agenda Date:11/7/2019 Agenda #:1-F landscaping,signage and general designs.CFD No.9 is designed to accommodate these requirements by providing funding for services for certain required public improvements along the perimeters of these developments.On December 16,2008,the Council of the City of Fresno adopted Council Resolution No.2008-351,forming CFD No.9 to provide funding for the Services for certain public improvements located within and adjacent to public streets on the perimeter of commercial,industrial and multi-family subdivisions as described and permitted pursuant the Goals and Policies for CFD No.9 and the City of Fresno Special Tax Financing Law,Chapter 8,Division 1, Article 3 of the Fresno Municipal Code (“City Law”)and the Mello-Roos Community Facilities Act of 1982 (Chapter 2.5,commencing with Section 53311,of Part 1,Division 2,Title 5 of the California Government Code). The landowner has petitioned the City to have Final Parcel Map No.2016-02 annexed to CFD No.9 to provide funding for the operation and reserves for maintenance (“Services”)pertaining to certain above ground public improvements located within the City public street easements and official City Multi-Purpose Trails located on City Property adjacent to this development.These improvements may include landscaping,trees,and irrigation systems;concrete curbs and gutters,valley gutters, traffic and median island curbing and hardscaping,sidewalks and curb ramps;trail amenities,traffic signal,decomposed granite,street lighting,and local street paving as associated with this development. (Reference attached Exhibit C, page C-3 of the Resolution of Intention.) The attached Resolution initiates the annexation process,sets the public hearing for Thursday, December 5,2019,at 10:00 am,sets the Maximum Special Tax at a total of $97,167 to be apportioned proportionately for each assessor’s parcel within Final Parcel Map No.2016-02 annually for fiscal year 2019-2020,and that the maximum special tax may be adjusted annually at the discretion of the City at +3%plus the increase,if any,in the Construction Cost Index for the San Francisco Region. Annexations to existing community facilities districts are permitted under City Law.The legislative body must follow certain prescribed procedures as outlined below: §Adoption of a Resolution of Intention to Annex to CFD No. 9 §Required 7-day minimum Notice of Public Hearing §Public hearing on Annexation and Levy of Special Tax §Call a Special Mailed-Ballot Election on the proposed Special Tax §Declare the Results of the Election §Formal Adoption of Special Tax Levy (if election passes) The attached Resolution has been approved as to form by the City Attorney’s Office. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act Guidelines Section 15378 this hearing does not qualify as a “project”and is therefore exempt from the California Environmental Quality Act requirements. LOCAL PREFERENCE Local preference was not considered since this item does not include a bid or award of a construction City of Fresno Printed on 3/15/2023Page 2 of 3 powered by Legistar™ File #:ID19-11490 Agenda Date:11/7/2019 Agenda #:1-F or services contract. FISCAL IMPACT No City funds will be involved.All costs will be borne by the landowner as set by Exhibit D of the Resolution of Intention attached herein. Attachments: Location Map Resolution of Intention City of Fresno Printed on 3/15/2023Page 3 of 3 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11507 Agenda Date:11/7/2019 Agenda #:1-G REPORT TO THE CITY COUNCIL November 7, 2019 FROM:SCOTT L. MOZIER, PE, Director Public Works Department THROUGH:ANDREW J. BENELLI, PE, City Engineer/Assistant Director Public Works Department, Traffic and Engineering Services Division BY:JESUS AVITIA, Deputy City Engineer Public Works Department, Traffic and Engineering Services Division SUBJECT Approve a Reimbursement Agreement with AT&T for $166,168.00 to reimburse AT&T for expenses related to design,construction,and oversight communication infrastructure relocations to accommodate the “G”Street Realignment and authorize the Director or his designee to execute an amendment up to a maximum amount of $34,000. (Council District 3) RECOMMENDATIONS 1.Approve the attached Reimbursement Agreement between the City of Fresno (the City)and AT&T up to the amount of $166,168.00 to cover expenses incurred by AT&T resulting from the design,construction,and oversight for the realignment of “G”Street between East California Avenue and Santa Clara Street. 2.Authorize the Public Works Director or his designee to sign an amendment up to a maximum amount of $34,000 for design, construction, and oversight. EXECUTIVE SUMMARY Pursuant to the “G”Street Reimbursement Cooperative Agreement between the City and the California High Speed Rail Authority (CHSRA),the City is overseeing a two-phase project to relocate and realign “G”Street in Downtown Fresno.Part of the project requires the City to relocate all utilities in the project boundary -including AT&T’s fiber and telecommunication lines.Such relocation will require AT&T involvement and the City will need AT&T to perform design,construction,and oversight approval of existing infrastructure relocation and will need AT&T to design,splice,and construct the relocation of fiber and telecommunications lines.This agreement sets out the terms of the work to be performed by AT&T and the associated compensation. BACKGROUND City of Fresno Printed on 3/15/2023Page 1 of 2 powered by Legistar™ File #:ID19-11507 Agenda Date:11/7/2019 Agenda #:1-G As part of the larger California High Speed Rail Project,the City agreed to realign “G”Street to accommodate the Fresno Rescue Mission’s new location.On September 22,2016,the Council approved a Reimbursement Cooperative Agreement between the CHSRA and the City (the Cooperative Agreement).Among other items,the Cooperative Agreement requires the City to relocate all utilities that conflict with the construction of the new “G”Street alignment along that portion of “G”Street between East California Avenue and Santa Clara Street so that services provided by the affected utilities are not interrupted.AT&T fiber and telecommunications infrastructure is part of the utilities that must be relocated. Because of the nature of the work to be performed,AT&T requires design,construction,and splicing of its own infrastructure.Furthermore,AT&T requires that it have oversight of the pertinent duct bank to be performed.In consideration for AT&T’s undertakings the City will reimburse AT&T up to $166,168.00 for design and construction oversight for the utility relocation being performed,with a contingency of up to $34,000.The proposed agreement with AT&T sets forth the terms of the services to be provided by AT&T will be on time and material basis and actual cost. The agreement has been approved to form by the City’s Attorney Office. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act (CEQA)guidelines,this item is not a project for the purposes of CEQA LOCAL PREFERENCE Not applicable because this is not a competitive bid award. FISCAL IMPACT There will be no impact to the General Fund or any City operating funds associated with the recommended action.All AT&T costs for services provided under this agreement will be paid for by the California High Speed Rail Authority under the current G Street Cooperative Agreement.The cost of this agreement has been included in the current fiscal year City budget. Attachment: Vicinity Map City of Fresno and AT&T Utility Agreement, UA #1 G Street Realignment AT&T Estimated Cost Breakdown City of Fresno Printed on 3/15/2023Page 2 of 2 powered by Legistar™ BARSTOW GARFIELDBRYANPOLKBLYTHEVALENTINEVAN NESSFRUITSIERRA ALLUVIAL GETTYSBURG DAKOTA CLINTON OLIVE NIELSON KEARNEY ANNADALE INTERNATIONAL PERRIN TEAGUE ALLUVIALMAROAFRESNOMILLBROOKMAPLEWILLOW MINNEWAWASUNNYSIDEARMSTRONGMAPLEORANGECHERRYFIGCHURCH BUTLER TULARE LOCANDAKOTA CLINTON OLIVE FRUITHUGHESVALENTINEBLYTHEPOLKBRYANN ENGINEERING SERVICES DIVISION DISTRICT 3 "G" ST AND VENTURA ST PAGE 1 OF 2 Agreement Number Task Number UA# COF AT&T Task 1.0 1 AT&T Project #: AT&T CR#: Date: G Street Realignment The City of Fresno, hereinafter called “City” proposes to realign the existing G Street from Santa Clara Street to 300 feet south of East California Avenue in the City of Fresno, herein referred to as “G Street Realignment” and, AT&T California, hereinafter called “Utility Owner”, owns and maintains several communication facilities within the limits of the City’s project which requires relocation and/or modification to accommodate the G Street Realignment. City and Utility Owner may also be referred to individually as “Party” or collectively as the “Parties”. It is hereby mutually agreed that: I. WORK TO BE DONE Inspection and Acceptance of 3,400’ of 4-4” duct bank in 3 manholes, 2 poles, and placement of 3,4000’ of splicing and cutover required to maintain existing facilities and services. Description of work is estimated. Actual work by Utility Owner is subject to change either at request of either party. II. LIABILITY FOR WORK Existing facilities described in Section I above will be relocated at 100% City’s expense. III. PERFORMANCE OF WORK Utility Owner agrees to perform the herein described work with its own forces or to cause the herein described work to be performed by the Utility Owner’s contractor, employed by written contact on a continuing basis to perform work of this type, and to provide and furnish all necessary labor, materials, tools and equipment required therefore, and to prosecute said work diligently to completion. We estimate that the work is to be completed within 45 days of start of work. IV. PAYMENT OF WORK UTILITY AGREEMENT City agrees to pay Utility Owner the amounts described in Section II above within forty-five (45) days of receipt of invoice for all completed Facility Work required herein for Utility Owner’s Facility Relocation. Invoices should only be submitted once a month. V. GENERAL CONDITIONS IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement effective the day and year first written. UTILITY OWNER: Pacific Bell Telephone Company, a California corporation dba AT&T California By: ________________________________ _Geneva McJunkin_________________ Typed Name Typed Title Date: _______________________________ City: City of Fresno, a municipal corporation By: ________________________________ Jesus Avitia ____________________________________ Typed Name Deputy City Engineer Typed Title Date: _______________________________ AT&T California 5555 E. Olive Ave., Cubicle 450G Fresno, CA 93727 T: 559-454-4697 C: 559-472-6074 geneva.h.mcjunkin@att.com AT&T California ESTIMATED COST BREAKDOWN FOR REARRANGEMENT OF FACILITIES Date: October 24, 2019 ATTN: Jesus Avita City of Fresno 2600 Fresno St. Fresno, CA 93721 RE: G Street Realignment Dear Jesus, This relocation involves AT&T cable and joint poles with PG&E. As soon as the new poles are in place, AT&T will complete our transfer work and wreck out our cables. The estimated cost is shown below. [ X ] PRELIMINARY ESTIMATE [ ] DETAILED (FINAL) ESTIMATE City Utility Agreement Number: Telephone Company Job Number: To be determined I. Engineering Labor $ 61,169.00 II. Contractor/Construction Labor $ 90,585.00 III. Material Cost $ 15,714.00 V. CREDITS A. Depreciation - Estimated Amounts $ 0 B. Salvage - Estimated Amounts $ 1,300.00 C. Plant Betterment (attached worksheets) $ 0 SUMMARY Total Engineering, Labor, Material, Contractor costs $ 167,468.00___ Less Total Credits $ ____ 1,300.00 _ Estimated Net Total $ 166,168.00 If you have any questions or need additional information, please feel free to call or email myself or David Scott, Engineer for this project. Thank you, Geneva McJunkin Right of Way Manager City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11508 Agenda Date:11/7/2019 Agenda #:1-H REPORT TO THE CITY COUNCIL November 7, 2019 FROM:SCOTT L. MOZIER, PE, Director Public Works Department THROUGH:RANDALL W. MORRISON, PE, Assistant Director Public Works Department, Engineering Division BY:SCOTT P. SEHM, PE, Design Services Manager Public Works Department SUBJECT Actions pertaining to the Marks and Nielsen Traffic Signal - Bid File 3669 (Council District 3) 1.Adopt a finding of Categorical Exemption per staff’s determination,pursuant to Section 15301 (c) of the California Environmental Quality Act Guidelines (CEQA) 2.Award a construction contract in the amount of $374,817 to Audeamus Inc.,dba Sebastian of Fresno,CA,as the lowest responsive and responsible bidder for the Marks and Nielsen Traffic Signal RECOMMENDATIONS Staff recommends that the City Council adopt a finding of Categorical Exemption per staff’s determination,pursuant to Section 15301(c)Class 1 of the CEQA Guidelines,award a construction contract with Audeamus Inc.,dba Sebastian of Fresno,CA,in the amount of $374,817 as the lowest responsive and responsible bidder for the Marks and Nielsen Traffic Signal,and authorize the Public Works Director or designee to sign a standardized contract on behalf of the City. EXECUTIVE SUMMARY The proposed Marks and Nielsen Traffic Signal project will improve vehicle capacity and pedestrian safety at the intersection.When completed,this traffic signal installation will provide pedestrian phasing at all four crosswalks as well as protected left-turns for vehicles.Other amenities include count-down pedestrian heads and Accessible Pedestrian Signals (APS).Construction will include accessible curb ramps that meet the requirements of the Americans with Disabilities Act (ADA).This project is funded by 2016 Earmark Repurposing federal funding originally Earmarked for the State Route 180 West extension regional project;local match is funded with local Traffic Signal Mitigation City of Fresno Printed on 3/15/2023Page 1 of 3 powered by Legistar™ File #:ID19-11508 Agenda Date:11/7/2019 Agenda #:1-H Impact fees. BACKGROUND The Marks and Nielsen Traffic Signal project was initiated in FY16 when the City was notified that dollars remaining from the original State Route 180 West freeway extension project were still available.Funds were then programmed in FY17 to install a traffic signal at Marks Avenue and Nielsen Avenue that was only partially constructed with the original 180 West extension,which installed only the main poles and safety lighting.The earmarked funds were obligated and the project was budgeted in the adopted FY19 Capital Budget by City Council.The engineering design took approximately 7 months to complete. The scope of work includes completion of the traffic signal installation,including vehicle actuation, new detector loops,traffic signal poles,and conduit and wiring.Also included are ADA-compliant curb ramp improvements. Public Works staff prepared a Notice Inviting Bids which was published in the Fresno Business Journal on August 14,2019,posted on the City’s website,and faxed to ten (10)building exchanges. Project plans and specifications were also distributed to twenty nine (29)prospective bidders.Five (5)sealed bid proposals were received and opened in a public bid opening on September 10,2019 with bids ranging from $374,817 to $538,538.Audeamus Inc.,dba Sebastian of Fresno,CA,with their bid of $374,817,was determined to be the lowest responsive and responsible bidder.The expiration date of the bids is November 13,2019.If the bids are rejected or expire,the project must be rebid, which will result in a delay of approximately 60 days. The City Attorney’s Office has reviewed and approved as to form. Staff is recommending award of a construction contract to Audeamus Inc.,dba Sebastian,in the amount of $374,817 for the Marks and Nielsen Traffic Signal as the lowest responsive and responsible bidder and to authorize the Public Works Director or designee to sign and execute the contract on behalf of the City of Fresno. ENVIRONMENTAL FINDINGS Staff has performed an environmental assessment of this project and has determined that it falls within the Categorical Exemption set forth in CEQA Guidelines Section 15301(c)(existing facilities), which exempts the repair,maintenance,or minor alteration of existing structures or facilities,which includes existing streets,sidewalk and gutters,and no further expansion of existing use,because the project includes the installation of a traffic signal facility,crosswalks,ADA curb access,signage and pavement striping.Furthermore,staff has determined that none of the exceptions to Categorical Exemptions set forth in the CEQA Guidelines, Section 15300.2 apply to this project. LOCAL PREFERENCE Local preference was not used based on conditions of state and federal funding. FISCAL IMPACT The project is located in City of Fresno Council District 3.The overall cost of the project is $518,400City of Fresno Printed on 3/15/2023Page 2 of 3 powered by Legistar™ File #:ID19-11508 Agenda Date:11/7/2019 Agenda #:1-H The project is located in City of Fresno Council District 3.The overall cost of the project is $518,400 and is partially funded by federal residual funds that were originally Earmarked for the State Route 180 extension regional project that remained from the CA466-SR180 West Extension.Local match is being funded by Traffic Signal Mitigation Impact Fee Funds.The project will not have any impact to the General Fund.Of the total project cost,$374,817 will be used for the construction contract award.All funds necessary for the contract award are included in the current fiscal year budget as previously adopted by the Council. Attachment: Bid Evaluation Fiscal Impact Statement Standardized Contract Vicinity Map City of Fresno Printed on 3/15/2023Page 3 of 3 powered by Legistar™ FISCAL IMPACT STATEMENT PROGRAM: PW00830 MARKS AND NIELSEN TRAFFIC SIGNAL TOTAL OR ANNUALIZED RECOMMENDATION CURRENT COST Direct Cost $374,817 Indirect Cost $143,583 TOTAL COST $518,400 Additional Revenue or Savings Generated Net City Cost $518,400 Amount Budgeted (If none budgeted, identify source) $503,100 Indirect costs consist of the following: Preliminary Engineering 44,800 Construction Engineering 61,300 Contingency 37,483 Total 143,583 This project is FUNDED BY 2016 Earmark Repurposing federal funding originally Earmarked for the State Route 180 West extension regional project. Local match is funded with local Traffic Signal Mitigation Impact fees. The project will not have any impact to the General Fund. DPW 23.0/01-06-12 FHWA DIV I.pdf 1.28 rev. 03-18 CONTRACT CITY OF FRESNO, CALIFORNIA PUBLIC WORK OF IMPROVEMENT THIS CONTRACT is made and entered into by and between CITY OF FRESNO, a California municipal corporation (hereinafter referred to as “City”), and [Contractor Name], [Legal Identity] (hereinafter referred to as “Contractor”) as follows: 1. Contract Documents. The “Notice Inviting Bids,” “Instructions to Bidders,” “Bid Proposal,” and the “Specifications” including “General Conditions,” “Special Conditions,” and “Technical Specifications” for the following: [Title] (Bid File No. [Bid File No.]) [Alternates (if any)] copies of which are annexed hereto, together with all the drawings, plans, and documents specifically referred to in said annexed documents, including Performance and Payment Bonds, if required, and are hereby incorporated into and made a part of this Contract, and shall be known as the Contract Documents. 2. Price and Work. For the monetary consideration of [Written Dollar Amount] dollars and [Written Cents Amount] cents ($[Amount]), as set forth in the Bid Proposal, Contractor promises and agrees to perform or cause to be performed, in a good and workmanlike manner, under the direction and to the satisfaction of the City’s “Engineer,” and in strict accordance with the Specifications, all of the work as set forth in the Contract Documents. 3. Payment. City accepts Contractor’s Bid Proposal as stated and agrees to pay the consideration stated, at the times, in the amounts, and under the conditions specified in the Contract Documents. 4. Indemnification. To the furthest extent allowed by law including California Civil Code Section 2782, Contractor shall indemnify, hold harmless and defend City and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including, but not limited to personal injury, death at any time and property damage) incurred by City, Contractor or any other person, and from any and all claims, demands and actions in law or equity (including attorney’s fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of performance of this Contract. Contractor ’s obligations under the preceding sentence shall apply regardless of whether City or any of its officers, officials, employees, agents or volunteers are passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused by the active or sole negligence, or willful misconduct, of City or any of its officers, officials, employees, agents or volunteers. If Contractor should subcontract all or any portion of the work to be performed under this Contract, Contractor shall require each subcontractor to indemnify, hold harmless and defend City and each of its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph. This section shall survive termination or expiration of this Contract. 5. Trench Shoring Detailed Plan. Contractor acknowledges the provisions of Section 6705 of the California Labor Code and, if said provisions are applicable to this Contract, agrees to comply therewith. 6. Worker’s Compensation Certification. In compliance with the provisions of Section 1861 of the California Labor Code, Contractor hereby certifies as follows: I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for worker ’s compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of work of this Contract and will make my subcontractors aware of this provision. DPW 23.0/01-06-12 FHWA DIV I.pdf 1.29 rev. 03-18 IN WITNESS WHEREOF, the parties have executed this Contract on the day and year here below written, of which the date of execution by City shall be subsequent to that of Contractor’s, and this Contract shall be binding and effective upon execution by both parties. [Contractor Name], [Legal Identity] By: Name: (Type or print written signature.) Title: (If corporation or LLC, Board Chair, Pres. or Vice Pres.) Dated: By: Name: (Type or print written signature.) Title: (If corporation or LLC, CFO, Treasurer, Secretary or Assistant Secretary) Dated: CITY OF FRESNO, a California municipal corporation By: [Name], [Title] Department of Public Works Dated: ATTEST: YVONNE SPENCE, CMC City Clerk By: Deputy No signature of City Attorney required. Standard Document #DPW 23.0 has been used without modification, as certified by the undersigned. By: [City Certifier Name] [City Certifier Title] Department of Public Works City address: City of Fresno Attention: [Name], [Title] [Street Address] Fresno, CA [Zip] Attachment: Form 1273 Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDakota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague MARKS AND NIELSEN TRAFFIC SIGNAL N 01.530.75 Miles DEPARTMENT OF PUBLIC WORKS VICINITY MAP Project ID: PW00830 Council District: 3 MARKS AND NIELSEN TRAFFIC SIGNAL City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11512 Agenda Date:11/7/2019 Agenda #:1-I REPORT TO THE CITY COUNCIL November 7, 2019 FROM:JEFF CARDELL, Director Personnel Services Department BY:KEN PHILLIPS, Labor Relations Manager Personnel Services Department SUBJECT ***Approve a Side Letter of Agreement with the Fresno City Employees Association (FCEA),for Unit 3,Non-Supervisory White Collar,regarding Lateral Hire Incentives for Emergency Services Dispatchers II/III (Subject to Mayor’s Veto) RECOMMENDATION It is recommended Council approve a Side Letter of Agreement with FCEA which renews a provision for incentives for qualified Emergency Services Dispatcher (ESD)II/III lateral hires and current ESDs who refer lateral hires. EXECUTIVE SUMMARY The City Council approved a Side Letter Agreement with FCEA effective August 30,2018 through June 30,2019,providing hiring incentives for lateral hires from other law enforcement agencies. Renewal of the side letter for an additional year will assist with continued efforts in filling vacant Dispatch positions.The attached side letter renews the provisions providing leave and cash incentives In order to maintain continuity with the earlier Side Letter and to ensure that any lateral hires or referrals are properly compensated, the Side Letter is retroactive to July 1, 2019. BACKGROUND In 2018,the City Council approved a Side Letter Agreement with the FCEA which provided hiring incentives for lateral ESDs through June 30,2019.This is the first renewal of the Side Letter Agreement,and is in recognition that the employment environment for experienced ESDs is competitive and the City is still in the process of rebuilding Emergency Services Dispatch staffing levels.Renewal of the Lateral Hire Incentives Side Letter with FCEA provides a useful tool in the City of Fresno Printed on 3/15/2023Page 1 of 3 powered by Legistar™ File #:ID19-11512 Agenda Date:11/7/2019 Agenda #:1-I recruitment of experienced ESDs. Side Letter Provisions Lateral hires are eligible for forty hours of vacation leave and forty hours of sick leave upon hire,a payment of $1,000 upon hire,$1,000 upon successful completion of a Police Department ESD training program,$1,000 upon successful completion of probation,and $1,000 after an additional one year of service following the completion of the probationary period.Additionally,lateral hires will be hired at the C Step or above. In order to qualify for the incentives a lateral hire must be currently working for another law enforcement agency,have at least two years of experience equivalent to an ESD II with the City of Fresno, and must be hired by the Fresno Police Department. In addition,current ESDs who refer a qualified lateral hire will receive $250 at each of the steps noted above for a lateral hire,(i.e.hire,completion of the training program,completion of probation and an additional one year of service after completing probation)for a total of $1,000 per lateral hire.Only one ESD is eligible for a referral for any one lateral hire,and ESDs are limited to payment for five referrals (i.e., $5,000) in any fiscal year. The side letter is effective from July 1,2019 through June 30,2020,but can be renewed upon mutual agreement of the parties. The Office of the City Attorney has approved the side letter as to form. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act Guidelines Section 15378 this item does not qualify as a “project”and is therefore exempt from the California Environmental Quality Act requirements. LOCAL PREFERENCE Local preference is not implicated because this item does not involve public contracting or bidding with the City of Fresno. FISCAL IMPACT Approval of the Side Letter will not result in additional salary and benefit expenses.The Fiscal Year 2020 Budget includes additional resources for these additional expenses. Attachments: Side Letter of Agreement - Lateral Hire Incentives City of Fresno Printed on 3/15/2023Page 2 of 3 powered by Legistar™ File #:ID19-11512 Agenda Date:11/7/2019 Agenda #:1-I City of Fresno Printed on 3/15/2023Page 3 of 3 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11518 Agenda Date:11/7/2019 Agenda #:1-J REPORT TO THE CITY COUNCIL November 7, 2019 FROM:LEE BRAND, Mayor Office of the Mayor & City Manager ANDY HALL, Chief of Police Fresno Police Department BY:H. SPEES, Director, Strategic Initiatives Office of the Mayor & City Manager SUBJECT Actions related to the City’s Initiative to Combat Human Trafficking: 1.***BILL NO.B-37 -(Intro.10/24/2019)(For adoption)-Amending Sections 9-1603,9-1604,9- 1605,and 9-1609 of the Fresno Municipal Code related to Massage Business Operations (Subject to Mayor’s veto) 2.***BILL No.B-38 -(Intro.10/24/2019)(For adoption)-Amending Section 9-105 of the Fresno Municipal Code related to hotel registration (Subject to Mayor’s veto) RECOMMENDATION Staff recommends the introduction and adoption of the attached two ordinances as a part of the City’s Initiative to Combat Human Trafficking.These additions to the FMC will be referred to as the Anti- Human Trafficking Ordinances (AHTO). EXECUTIVE SUMMARY The Mayor’s Office in conjunction with the Fresno Police Department is seeking adoption of the proposed changes in the attached two ordinances to reduce the incidence of human trafficking related to the sex trade. In addition to existing massage business regulations,the changes to the Massage Business Ordinance will: ·Require landlords to verify massage business tenants have a valid City Registration Certificate. ·Require applicants for a City Registration Certificate to provide a copy of their lease,and to City of Fresno Printed on 3/15/2023Page 1 of 3 powered by Legistar™ File #:ID19-11518 Agenda Date:11/7/2019 Agenda #:1-J ·Require applicants for a City Registration Certificate to provide a copy of their lease,and to certify under penalty of perjury that within five years prior to submitting the application,no owner or operator listed in the application has: o Had a City Registration Certificate,massage professional certification,or other similar permit or license denied, suspended, or revoked by the City or any other agency. o Engaged in conduct or operated a massage business in a manner that would be grounds for denial, suspension, or revocation of a permit. o Owned or managed a massage business where staff was not properly licensed. ·Require an application fee to defray the cost of investigation and reporting required by the ordinance. ·Defray overconcentration by prohibiting new massage businesses within 500 feet of existing massage businesses. ·Limit hours of operation to 7:00 a.m. to 10:00 p.m. ·Require, upon request, proof of bona fide employment data. ·Prohibit living quarters on site. ·Hold the owner responsible for the conduct of its employees or anyone providing massage on site. ·Provide an appeal process for permit suspension or revocation. ·Prohibit reapplication for five years,for anyone whose City Registration Certificate is revoked. It shall be unlawful for anyone who has had a City Registration Certificate revoked to serve as an owner,operator,or employee of a massage business for five years,and it shall be unlawful for any owner or operator to allow such a person on the premises of their massage business. ·If a City Registration Certificate is revoked,no massage business may operate at that physical location for two years. ·If a City Registration Certificate is subsequently revoked at the same location within three years of a prior revocation,then no registration certificate may be issued for that location for a period of three years. The changes to the Hotel Registration Ordinance will: ·Outline specific data that must be collected from guests upon registration. ·Require hotels to maintain the registration records for a minimum of one year. ·Require guests renting a room ·Establishes specific room rental requirements including verification of identity of all guests ·Requires training of employees checking in guests ·Requires register to be subject to inspection by law enforcement ·Prohibits use of fictitious names by guests or transfer of access to room to an unregistered person ·Prohibits hourly room rentals and use of room for immoral or unlawful purposes ·Establishes penalty of misdemeanor and/or administrative citations for violation. BACKGROUND With changes in the nature of Human Trafficking,especially sex trafficking,and as a part of the Mayor’s Initiative to Combat Human Trafficking,there has been a redoubling of collaboration and effort on the part of law enforcement as well as community organizations addressing trafficking and serving trafficking victims.To accompany these positive developments,it has become clear that City of Fresno Printed on 3/15/2023Page 2 of 3 powered by Legistar™ File #:ID19-11518 Agenda Date:11/7/2019 Agenda #:1-J serving trafficking victims.To accompany these positive developments,it has become clear that modifications were needed in the ordinances regulating both hotel registration and the operations of massage businesses.These two ordinance amendments coupled with advances in enforcement and victim services will go a long way in engaging business owners in joining the fight against human trafficking in the City of Fresno. The City Attorney’s Office has developed,reviewed and approved the proposed ordinances as to form.Feedback from Fresno Police Department was taken into consideration regarding the applicability and implementation of these ordinances. ENVIRONMENTAL FINDINGS The changes to these existing regulatory ordinances are not a project for the purpose of CEQA. LOCAL PREFERENCE N/A FISCAL IMPACT There will be no increase in Net City Cost associated with these recommended actions. Attachments: Attachment A - Amendments to Massage Business Ordinance Attachment B - Amendments to Hotel Registration Ordinance City of Fresno Printed on 3/15/2023Page 3 of 3 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11494 Agenda Date:11/7/2019 Agenda #: REPORT TO THE CITY COUNCIL November 7, 2019 FROM:SCOTT L. MOZIER, PE, Director Public Works Department THROUGH:ANDREW J. BENELLI, PE, City Engineer/Assistant Director Public Works Department, Traffic Operations and Planning Division BY:ANN LILLIE, Senior Engineering Technician Public Works Department, Traffic Operations and Planning Division SUBJECT HEARING to adopt resolutions and ordinance to annex territory and levy a special tax regarding City of Fresno Community Facilities District No.11,Annexation No.105 (Final Tract Map No.6100)(west side of North Armstrong Avenue between East Ashlan and Dakota Avenues) (Council District 4) 1.***RESOLUTION -To Annex Territory to Community Facilities District No.11 and Authorizing the Levy of a Special Tax for Annexation No.105 (Subject to Mayor’s Veto) 2.***RESOLUTION - Calling Special Mailed-Ballot Election (Subject to Mayor’s Veto) 3.***RESOLUTION -Declaring Election Results (Subject to Mayor’s Veto) 4.***BILL -(For introduction and adoption)-Levying a Special Tax for the Property Tax Year 2019-2020 and Future Tax Years Within and Relating to Community Facilities District No. 11, Annexation No. 105 (Subject to Mayor’s Veto) RECOMMENDATIONS 1.Adopt Resolution Annexing Territory to Community Facilities District No.11 and Authorizing the Levy of a Special Tax 2.Adopt Resolution Calling Special Mailed-Ballot Election 3.Adopt Resolution Declaring Election Results 4.Adopt Ordinance Levying a Special Tax for the Property Tax Year 2019-2020 and Future Tax Years Within and Relating to Community Facilities District No. 11, Annexation No. 105 EXECUTIVE SUMMARY On October 10,2019,the Council of the City of Fresno (“Council”)adopted Council Resolution No. 2019-201 with the intent to annex territory to Community Facilities District No.11 (“CFD No.11”)at City of Fresno Printed on 3/15/2023Page 1 of 3 powered by Legistar™ File #:ID19-11494 Agenda Date:11/7/2019 Agenda #: 2019-201 with the intent to annex territory to Community Facilities District No.11 (“CFD No.11”)at the request of the landowner of Final Tract Map No.6100.This is the noticed public hearing to consider annexing Final Tract Map No.6100 as Annexation No.105 to CFD No.11 to provide funding for the Services pertaining to certain required above ground public improvements associated with this subdivision.The cost for Services is $468.00 per lot annually.If approved, the recommended resolutions and ordinance will levy a Special Tax on the properties in Final Tract Map No. 6100 for identified Services. (See attached location and features map.) BACKGROUND On November 15,2005,the Council adopted Council Resolution No.2005-490 forming CFD No. 11 to fund the maintenance of landscaping,open spaces,local streets,local street lights and street furniture,curbs,gutters,sidewalks,street trees and other public facilities and services as defined by the City of Fresno Special Tax Financing Law,Chapter 8,Division 1,Article 3 of the Fresno Municipal Code (“City Law”). The landowner of Final Tract Map No.6100 has petitioned the City of Fresno to be annexed into CFD No.11 to provide the funding for the operation and reserves for maintenance (“Services”) pertaining to the landscaping,trees and irrigation systems within the street rights-of-way, landscape easements and Outlots B and C;the concrete curbs and gutters,valley gutters, sidewalks,curb ramps and Outlot C walkways and pads,street name signage,street lighting,and local street paving associated with this subdivision.Pursuant to this petition,the Council adopted Council Resolution No.2019-201,declared its intention to annex the Final Tract Map No.6100 to CFD No.11,and set the public hearing for formal consideration.(See attached location and features map.) Resolution No.2019-201 also directed the preparation of an Engineer’s Report describing the Services and the costs of those services and this report is on file with the City Clerk. If adopted by the Council,the attached ordinance would levy the proposed Maximum Special Tax of $468.00 per residential lot to provide Services for Fiscal Year 2019-2020.The Maximum Special Tax will be adjusted upward annually by 3%plus the rise,if any,in the Construction Cost Index for the San Francisco Region. The levy of the special tax is subject to approval by the qualified electors through a special election.Two additional resolutions are attached for Council consideration pertaining to this special election. Today’s public hearing has been duly noticed and the attached ordinance and resolutions have been approved as to form by the City Attorney’s Office. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act Guidelines Section 15378 this hearing does not qualify as a “project”and is therefore exempt from the California Environmental Quality Act requirements. LOCAL PREFERENCE City of Fresno Printed on 3/15/2023Page 2 of 3 powered by Legistar™ File #:ID19-11494 Agenda Date:11/7/2019 Agenda #: Local preference was not considered because this hearing does not include a bid or award of a construction or services contract. FISCAL IMPACT No City funds will be involved.All costs for services will be borne by the property owners within the subject tract. Attachments: Location Map Feature Map Resolution Annex-Levy Resolution Calling Election Resolution Declaring Results Ordinance City of Fresno Printed on 3/15/2023Page 3 of 3 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11491 Agenda Date:11/7/2019 Agenda #: REPORT TO THE CITY COUNCIL November 7, 2019 FROM:SCOTT L. MOZIER, PE, Director Public Works Department THROUGH:ANDREW J. BENELLI, PE, City Engineer/Assistant Director Public Works Department, Traffic Operations and Planning Division BY:ANN LILLIE, Senior Engineering Technician Public Works Department, Traffic Operations and Planning Division SUBJECT HEARING to adopt resolutions and ordinance to annex territory and levy a special tax regarding City of Fresno Community Facilities District No.11,Annexation No.102 (Final Tract Map No.6191)(north side of Fancher Creek Drive west of North Armstrong Avenue) (Council District 5) 1.***RESOLUTION -To Annex Territory to Community Facilities District No.11 and Authorizing the Levy of a Special Tax for Annexation No.102 (Subject to Mayor’s Veto) 2.***RESOLUTION - Calling Special Mailed-Ballot Election (Subject to Mayor’s Veto) 3.***RESOLUTION -Declaring Election Results (Subject to Mayor’s Veto) 4.***BILL -(For introduction and adoption)-Levying a Special Tax for the Property Tax Year 2019-2020 and Future Tax Years Within and Relating to Community Facilities District No. 11, Annexation No. 102 (Subject to Mayor’s Veto) RECOMMENDATIONS 1.Adopt Resolution Annexing Territory to Community Facilities District No.11 and Authorizing the Levy of a Special Tax 2.Adopt Resolution Calling Special Mailed-Ballot Election 3.Adopt Resolution Declaring Election Results 4.Adopt Ordinance Levying a Special Tax for the Property Tax Year 2019-2020 and Future Tax Years Within and Relating to Community Facilities District No. 11, Annexation No. 102 City of Fresno Printed on 3/15/2023Page 1 of 3 powered by Legistar™ File #:ID19-11491 Agenda Date:11/7/2019 Agenda #: EXECUTIVE SUMMARY On October 10,2019,the Council of the City of Fresno (“Council”)adopted Council Resolution No. 2019-202 with the intent to annex territory to Community Facilities District No.11 (“CFD No.11”)at the request of the landowner of Final Tract Map No.6191.This is the noticed public hearing to consider annexing Final Tract Map No.6191 as Annexation No.102 to CFD No.11 to provide funding for the Services pertaining to certain required above ground public improvements associated with this subdivision.The cost for Services is $123.50 per lot annually.If approved, the recommended resolutions and ordinance will levy a Special Tax on the properties in Final Tract Map No. 6191 for identified Services. (See attached location and features map.) BACKGROUND On November 15,2005,the Council adopted Council Resolution No.2005-490 forming CFD No. 11 to fund the maintenance of landscaping,open spaces,local streets,local street lights and street furniture,curbs,gutters,sidewalks,street trees and other public facilities and services as defined by the City of Fresno Special Tax Financing Law,Chapter 8,Division 1,Article 3 of the Fresno Municipal Code (“City Law”). The landowner of Final Tract Map No.6191 has petitioned the City of Fresno to be annexed into CFD No.11 to provide the funding for the operation and reserves for maintenance (“Services”) pertaining to the landscaping,trees and irrigation systems within the street rights-of-way, landscape easements and Outlot L;the concrete curbs and gutters,valley gutters,median curb and maintenance band,sidewalks,curb ramps and trail,street name signage,street lighting,and local street paving associated with this subdivision.Pursuant to this petition,the Council adopted Council Resolution No.2019-202 declared its intention to annex the Final Tract Map No.6191 to CFD No.11,and set the public hearing for formal consideration.(See attached location and features map.) Resolution No. 2019-202 of those services and this report is on file with the City Clerk. If adopted by the Council,the attached ordinance would levy the proposed Maximum Special Tax of $123.50 per residential lot to provide Services for Fiscal Year 2019-2020.The Maximum Special Tax will be adjusted upward annually by 3%plus the rise,if any,in the Construction Cost Index for the San Francisco Region. The levy of the special tax is subject to approval by the qualified electors through a special election.Two additional resolutions are attached for Council consideration pertaining to this special election. Today’s public hearing has been duly noticed and the attached ordinance and resolutions have been approved as to form by the City Attorney’s Office. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act Guidelines Section 15378 this hearing does not qualify as a “project”and is therefore exempt from the California Environmental Quality Act requirements. City of Fresno Printed on 3/15/2023Page 2 of 3 powered by Legistar™ File #:ID19-11491 Agenda Date:11/7/2019 Agenda #: LOCAL PREFERENCE Local preference was not considered because this hearing does not include a bid or award of a construction or services contract. FISCAL IMPACT No City funds will be involved.All costs for services will be borne by the property owners within the subject tract. Attachments: Location Map Feature Map Resolution Annex-Levy Resolution Calling Election Resolution Declaring Results Ordinance City of Fresno Printed on 3/15/2023Page 3 of 3 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11411 Agenda Date:11/7/2019 Agenda #:3-A REPORT TO THE CITY COUNCIL November 7, 2019 FROM:GREGORY A. BARFIELD, Director Department of Transportation BY:BRIAN BARR, Assistant Director Department of Transportation DUANE MYERS, Fleet Manager Department of Transportation, Municipal Fleet Division CLIFF TRAUGH, Senior Management Analyst Department of Transportation, Municipal Fleet Division SUBJECT Approve the award of a purchase contract to Haaker Equipment Company, Inc., of La Verne, California, for the purchase of three Elgin CNG Broom Bear street sweepers in the amount of $1,189,640 RECOMMENDATION Staff recommends Council approve the award of a purchase contract to Haaker Equipment Company,Inc.,of La Verne,California,for the purchase of three Elgin CNG Broom Bear street sweepers in the amount of $1,189,640. EXECUTIVE SUMMARY The Department of Public Works (DPW)and Department of Public Utilities (DPU)are requesting approval to purchase three Elgin Broom Bear street sweepers in the amount of $1,189,640.Of the three sweepers,two will be used by DPW,Streets Division to complete assigned routes and one will be used by DPU,Solid Waste Management Division to complete final stage sweeping for Operation Clean Up.The Department of Transportation recommends this purchase based on the age and hours of the street sweepers identified for replacement.The new units will be purchased through a competitively solicited cooperative procurement process administered by Source Well,formally the National Joint Powers Alliance (NJPA). City of Fresno Printed on 3/15/2023Page 1 of 3 powered by Legistar™ File #:ID19-11411 Agenda Date:11/7/2019 Agenda #:3-A BACKGROUND The Department of Public Works,Street Maintenance Division is responsible for maintaining the cleanliness of over 1,600 miles of city streets,alleys,and boulevards.This task is accomplished with 18 sweepers running day and night shifts throughout the city.Currently,two of these units have been identified for replacement. The Department of Public Utilities,Solid Waste Management Division is responsible for sanitation programs such as Operation Clean Up and litter control for over 111,000 residential customers.The last stage of Operation Clean Up is street sweeping to follow and remove small debris otherwise missed by the larger equipment.Currently,DPU is operating two units,the oldest now at the end of its useful life. The street sweeper fleet is made up of 88 percent Elgin Broom Bear mechanical sweepers,which have proven to be the most effective and reliable sweepers for varied road conditions.The City of Fresno has been using Elgin Broom Bear sweepers in the fleet for 21 years and has experienced success in the functionality and durability of this product. Due to the harsh environment street sweepers operate in,the replacement schedule is set at five years or 10,000 hours whichever comes first.This schedule was revised in 2012,after a thorough analysis by the Municipal Fleet Division found that repair costs were outweighing acquisition costs at the less aggressive ten year schedule.As street sweepers age past this five-year point,maintenance and repair costs rise significantly.The three units identified for replacement are currently beyond the recommended replacement schedule. The purchase price per unit is $396,546.83.This price includes the Source Well discount applied to City purchases,as well as sales tax at 7.975 percent.The Purchasing Division has approved this contract and recommends Council to approve. The City Attorney has reviewed and approved to form. ENVIRONMENTAL FINDING By the definition provided in the California Environmental Quality Act Guidelines Section 15378,the award of this contract does not qualify as a project. LOCAL PREFERENCE Local preference is not applicable.The City is not issuing a request for quote for this cooperative purchase agreement. FISCAL IMPACT No general funds will be used to purchase these items.The funding to cover the purchase cost of the two Elgin CNG Broom Bear Street Sweepers has been included in the FY20 adopted budget under the operations of the DPW and DPU.The source of funding for this project is the Community Sanitation Fund, generated by the collection of customer user fees. Attachments: Acceptance and Award Combined Ads City of Fresno Printed on 3/15/2023Page 2 of 3 powered by Legistar™ File #:ID19-11411 Agenda Date:11/7/2019 Agenda #:3-A Comment and Review Contract Evaluation RFP City of Fresno Printed on 3/15/2023Page 3 of 3 powered by Legistar™ 1 Carol Jackson From:Miranda Andersen <miranda@aamdc.com> Sent:Thursday, November 16, 2017 3:11 PM To:Carol Jackson Subject:Re: RFP for Advertisement Thank you Carol, We would like to post this RFP. Please forward it to me when it is available. Much thanks, Miranda Andersen Sent from my iPhone On Nov 16, 2017, at 9:02 AM, Carol Jackson <Carol.Jackson@njpacoop.org> wrote: Good Morning! Please let me know if you would like to post this RFP and I will forward additional information. The National Joint Powers Alliance® (NJPA), on behalf of NJPA and its current and potential member agencies, which includes all governmental, higher education, K‐12 education, not‐for‐profit, tribal government, and all other public agencies located in all fifty states, Canada, and internationally, issues this Request For Proposal (RFP) to result in a national contract solution for the procurement of #122017 SEWER VACUUM, HYDRO‐EXCAVATION, AND STREET SWEEPER EQUIPMENT, WITH RELATED ACCESSORIES AND SUPPLIES. Details of this RFP are available beginning November 16, 2017. Details may be obtained by letter of request to Chris Robinson, NJPA, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479, or by e‐mail at RFP@njpacoop.org. Proposals will be received until December 20, 2017 at 4:30 p.m. Central Time at the above address and opened December 21, 2017 at 8:30 a.m. Central Time. Thank you! <image001.png> Carol Jackson Procurement Analyst III phone 218-894-5481 email carol.jackson@njpacoop.org website NJPAcoop.org Bid Information /∠Home ∠List of Bids Bid Information Bid Information for 122017 Bid Number 122017 Bid Name Sewer Vacuum, Hydro-Excavation, and Street Sweeper Equipment, with Related Accessories and Supplies Published By National Joint Powers Alliance Solicitation Type Open to all suppliers Contract Type RFP Procurement Name Procurement Published Date 11/16/2017 Closing Date 12/20/2017 04:30:00 PM CT Country & Province/State Ontario, Canada Region & City , Bid Type Goods Group Estimated Contract Amount $99,999,999.00 Remind Notice Date Not Applicable Publish Option NIGP Code Value Range Not Applicable Client Departments Accept questions Not Applicable Tender Area NDA Requirement Not Applicable NOI Date Not Applicable Site Meetings Not Applicable Sewer Vacuum, Hydro-Excavation, and Street Sweeper Equipment, with Related Accessories and Supplies 122017 Closing Date: 12/20/2017 04:30:00 PM CT Detail: The National Joint Powers Alliance® (NJPA), on behalf of NJPA and its current and potential member agencies, which includes all governmental, higher education, K-12 education, not-for-profit, tribal government, and all other public agencies located in all fifty states, Canada, and internationally, issues this Request For Proposal (RFP) to result in a national contract solution for the procurement of #122017 SEWER VACUUM, HYDRO-EXCAVATION, AND STREET SWEEPER EQUIPMENT, WITH RELATED ACCESSORIES AND SUPPLIES. Details of this RFP are available beginning November 16, 2017. Details may be obtained by letter of request to Chris Robinson, NJPA, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479, or by e-mail at RFP@njpacoop.org. Proposals will be received until December 20, 2017 at 4:30 p.m. Central Time at the above address and opened December 21, 2017 at 8:30 a.m. Central Time. No Bid Document Selected Unclassified Categories Miscellaneous items Miscellaneous Bids located within this category are not classified in the existing Biddingo categories. Roads/ Sewer/ Watermain Roads/Sewer/Watermain Projects-Excavating, Ditch, Culvert, Streetscaping, Traffic Lights, Road Painting, Visors, Polycarb, Asphalt Overlay, Fire Hydrant, Guard Rails, Drainage Systems Pending Biddingo Approval Pending Biddingo Approval Requirements Bid Advertisement Bid Document Selected Categories (Biddingo Category) Attached Bid Documents Page 1 of 2Biddingo - Leading e-procurement portal for public and private sector bids 11/16/2017https://r2cow.biddingo.com/viewVerification/377075/1285722 Seq. Seq. Name Name Description Description Size Size Page Page NDA NDA Required Required Preview Preview Document Document No File Attached Name / Email Name / Email Address Address Phone Phone Fax Fax No Bidder Invited © Copyright 2017 R2CoW. All Rights Reserved. Powered by [ SUPPORT (Download Training Manuals) ] Invited Bidders Page 2 of 2Biddingo - Leading e-procurement portal for public and private sector bids 11/16/2017https://r2cow.biddingo.com/viewVerification/377075/1285722 National Joint Powers Alliance :: -Sewer Vacuum, Hydro-Excavation, and Street Sweeper Equipment, with Related Accessories and Supplies https://www.njpacoop.org/index.php?cID=6174[11/16/2017 10:06:01 AM] Procurement Process About Us Affiliations & Relationships Become a Member Member Resources Get to Know NJPA - Indefinite Quantity Construction Contracting Systems and related services - Automotive and Truck Replacement Parts and Tires with Related Equipment, Accessories, and Services - Class 6,7, and 8 Chassis with Related Equipment, Accessories, and Services - Multi-Function Copiers, Printers, and Equipment - Express Courier, Overnight, Ground Delivery Logistics Services - Elevators, Escalators, and Moving Walks with Related Equipment, Services, Accessories and Supplies - Forklifts, Lift Trucks, and Related Material Handling Equipment, Attachments, Accessories, and Services - Pest Management with Related Current & Pending Solicitations Become a Vendor Cooperative Purchasing Vendor Name: * Vendor Address: * Vendor City: * Vendor State: * Vendor Zip Code: * Contact Name: * Contact email: * Vendor Phone Number: -Sewer Vacuum, Hydro-Excavation, and StreetSweeper Equipment, with Related Accessories andSupplies The National Joint Powers Alliance® (NJPA), on behalf of NJPA and its current and potential member agencies, which includes all governmental, higher education, K-12 education, not-for-profit, tribal government, and all other public agencies located in all fifty states, Canada, and internationally, issues this Request For Proposal (RFP) to result in a national contract solution for the procurement of #122017 SEWER VACUUM, HYDRO-EXCAVATION, AND STREET SWEEPER EQUIPMENT, WITH RELATED ACCESSORIES AND SUPPLIES. Details of this RFP are available beginning November 16, 2017. Details may be obtained by letter of request to Chris Robinson, NJPA, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479, or by e-mail at RFP@njpacoop.org. Proposals will be received until December 20, 2017 at 4:30 p.m. Central Time at the above address and opened December 21, 2017 at 8:30 a.m. Central Time. Pre-Proposal Conference: December 5, 2017 at 10:00 am CT Sealed proposals due: December 20, 2017 at 4:30 pm CT Proposals will be publicly opened: December 21, 2017 at 8:30 am CT NJPA reserves the right to reject any and all proposals. To Obtain RFP documents do one of the following: 1. E-mail rfp@njpacoop.org, an email will be sent back to you with the documents 2. Send a letter of request to National Joint Powers Alliance: Attn: Contracts and Compliance Department 202 12th Street NE, Staples, MN 56479 3. Complete the RFP Document Request Form below, this will redirect you to a page where you can get the documents immediately. Home > Cooperative Purchasing >Become a Vendor >Current & Pending Solicitations > -Sewer Vacuum, Hydro-Excavation, and Street Sweeper Equipment, with Related Accessories and Supplies Home 888.894.1930 Contact Us About Us Cooperative Purchasing Statewide/Regional Solutions Organizational Notice Basic Information Details Dates Contact Information Bid Submission Process Estimated Contract Value (CAD)$999,999,999.00 (Not shown to suppliers) Reference Number 0000071479 Issuing Organization National Joint Powers Alliance Solicitation Type RFP - Request for Proposal Solicitation Number 122017 Title Sewer Vacuum Hydro-Excavation Street Sweeper Equipment with Related Accessories Source ID PP.CO.USA.868485.C88455 Region All of Canada, All of Canada Purchase Type Term: 2018/03/22 12:00:00 AM CDT - 2021/03/16 12:00:00 AM CDT Description The National Joint Powers Alliance® (NJPA), on behalf of NJPA and its current and potential member agencies, which includes all governmental, higher education, K-12 education, not-for-profit, tribal government, and all other public agencies located in all fifty states, Canada, and internationally, issues this Request For Proposal (RFP) to result in a national contract solution for the procurement of #122017 SEWER VACUUM, HYDRO- EXCAVATION, AND STREET SWEEPER EQUIPMENT, WITH RELATED ACCESSORIES AND SUPPLIES. Details of this RFP are available beginning November 16, 2017. Proposals will be received until December 20, 2017 at 4:30 p.m. Central Time at the above address and opened December 21, 2017 at 8:30 a.m. Central Time. Publication 2017/11/16 10:46:02 AM CST Question Acceptance Deadline 2017/12/13 04:30:00 PM CST Questions are submitted online No Bid Intent Not Available Closing Date 2017/12/20 04:30:00 PM CST Procurement Department 218-894-1930 rfp@njpacoop.org Bid Submission Type Electronic Bid Submission Pricing Lump sum Pricing Lump sum Bid Documents List Item Name Description Mandatory Bid Documents Documents defining the proposal Yes 122017 - Sewer Vacuum Hydro-Excavation Street Sweeper Eq... 2017/11/16 10:46:45 AM CST Page 1 of 4 Documents Documents Document Size Uploaded Date Language How to obtain Sewer RFP.DOCX [docx] 12 Kb 2017/11/16 10:44:39 AM CST English 122017 - Sewer Vacuum Hydro-Excavation Street Sweeper Eq... 2017/11/16 10:46:45 AM CST Page 2 of 4 Categories Selected Categories MERX Categories (5) G Goods Goods G28 Special Purpose Vehicles Special Purpose Vehicles G22 Miscellaneous Goods Miscellaneous Goods G18 Industrial Equipment Industrial Equipment G19 Machinery and Tools Machinery and Tools U Other Other U Undefined Undefined 122017 - Sewer Vacuum Hydro-Excavation Street Sweeper Eq... 2017/11/16 10:46:45 AM CST Page 3 of 4 Document Request List Document Request List Organization Name Main Contact Download Date City Province/State No document has been requested yet. 122017 - Sewer Vacuum Hydro-Excavation Street Sweeper Eq... 2017/11/16 10:46:45 AM CST Page 4 of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n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`` ` i &NQJSF4UBUF%FWFMPQNFOUIUUQXXXFTEOZHPW RI Chat Help Logout [Switch to Vendor View] Home New Bid Closed Bids My Stuff Tools Bid RFP #122017 - Sewer Vacuum, Hydro-Excavation, and Street Sweeper Equipment, with Related Accessories and supplies Bid Type RFP Bid Number 122017 Title Sewer Vacuum, Hydro- Excavation, and Street Sweeper Equipment, with Related Accessories and supplies Start Date Nov 16, 2017 1:54:33 PM CST End Date Dec 20, 2017 4:30:00 PM CST Agency NJPA Bid Contact Chris Robinson (218) 895-4168 rfp@njpacoop.org 202 12th Street NE P.O. Box 219 Staples, MN 56479-0219 Access Reports View reports on who has been notified of the bid or accessed it. [Notification report] [Access report] Questions 0 Questions 0 Unanswered [View/Ask Questions] Edit Bid [Create Addendum] Description The National Joint Powers Alliance® (NJPA), on behalf of NJPA and its current and potential member agencies, which includes all governmental, higher education, K-12 education, not-for-profit, tribal government, and all other public agencies located in all fifty states, Canada, and internationally, issues this Request For Proposal (RFP) to result in a national contract solution for the procurement of #122017 SEWER VACUUM, HYDRO- EXCAVATION, AND STREET SWEEPER EQUIPMENT, WITH RELATED ACCESSORIES AND SUPPLIES. Details of this RFP are available beginning November 16, 2017. Details may be obtained by letter of request to Chris Robinson, NJPA, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479, or by e-mail at RFP@njpacoop.org. Proposals will be received until December 20, 2017 at 4:30 p.m. Central Time at the above address and opened December 21, 2017 at 8:30 a.m. Central Time. Delivery Information Chris Robinson, NJPA 202 12th St NE, PO Box 219, Staples, MN 56479 Pre-Bid Conference Date Dec 5, 2017 10:00:00 AM CST Location Page 1 of 2Public Purchase: Bid RFP #122017 - Sewer Vacuum, Hydro-Excavation, and Street Swee... 11/16/2017http://www.publicpurchase.com/gems/bid/bidView?bidId=87674 Notes Pre-Proposal information will be sent two days prior. Documents No Documents for this bid Customer Support: agencysupport@publicpurchase.com | Copyright 1999-2017 © | The Public Group, LLC. All rights reserved. Page 2 of 2Public Purchase: Bid RFP #122017 - Sewer Vacuum, Hydro-Excavation, and Street Swee... 11/16/2017http://www.publicpurchase.com/gems/bid/bidView?bidId=87674 PUBLIC NOTICES The National Joint Powers Alliance® (NJPA), on behalf of NJPA and its current and potential member agencies, which includes all governmental, higher education, K-12 education, not-for-profit, tribal government, and all other public agencies located in all fifty states, Canada, and internationally, issues this Request For Proposal (RFP) to result in a national contract solution for the procurement of #122017 SEWER VACUUM, HYDRO-EXCAVATION, AND STREET SWEEPER EQUIPMENT, WITH RELATED ACCESSORIES AND SUPPLIES. Details of this RFP are available beginning November 16, 2017. Details may be obtained by letter of request to Chris Robinson, NJPA, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479, or by e-mail at RFP@njpacoop.org. Proposals will be received until December 20, 2017 at 4:30 p.m. Central Time at the above address and opened December 21, 2017 at 8:30 a.m. Central Time. usat-usatnonbus-100074451nationaljointpowersal-display-public-notice-12388.indd 111/13/17 2:39 PM 1 National Joint Powers Alliance® REQUEST FOR PROPOSAL for the procurement of SEWER VACUUM, HYDRO-EXCAVATION, AND STREET SWEEPER EQUIPMENT, WITH RELATED ACCESSORIES AND SUPPLIES RFP Opening DECEMBER 21, 2017 8:30 a.m. Central Time At the offices of the National Joint Powers Alliance® 202 12th Street Northeast, Staples, MN 56479 RFP #122017 The National Joint Powers Alliance® (NJPA), on behalf of NJPA and its current and potential member agencies, which includes all governmental, higher education, K-12 education, not-for-profit, tribal government, and all other public agencies located in all fifty states, Canada, and internationally, issues this Request For Proposal (RFP) to result in a national contract solution for the procurement of #122017 SEWER VACUUM, HYDRO-EXCAVATION, AND STREET SWEEPER EQUIPMENT, WITH RELATED ACCESSORIES AND SUPPLIES. Details of this RFP are available beginning November 16, 2017. Details may be obtained by letter of request to Chris Robinson, NJPA, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479, or by e-mail at RFP@njpacoop.org. Proposals will be received until December 20, 2017 at 4:30 p.m. Central Time at the above address and opened December 21, 2017 at 8:30 a.m. Central Time. RFP Timeline November 16, 2017 Publication of RFP in the print and online version of USA Today, in the print and online version of the Salt Lake News within the State of Utah, in the print and online version of the Daily Journal of Commerce within the State of Oregon (note: OR entities this pertains to: http://www.njpacoop.org/oregon-advertising and also RFP Appendix B), in the print and online version of The State within the State of South Carolina, the NJPA website, MERX, Noticetobidders.com, PublicPurchase.com, Biddingo, and Onvia. December 5, 2017 10:00 a.m. CT Pre-Proposal Conference (the webcast/conference call). The connection information will be sent to all inquirers two business days before the conference. December 13, 2017 Deadline for RFP questions. December 20, 2017 4:30 p.m. CT Deadline for Submission of Proposals. Late responses will be returned unopened. December 21, 2017 8:30 a.m. CT Public Opening of Proposals. Direct questions regarding this RFP to: Chris Robinson at chris.robinson@njpacoop.org or (218) 895-4168. 2 TABLE OF CONTENTS 1. DEFINITIONS A. Contract B. Proposer C. Sourced Good of Open Market Item D. Vendor 2. ADVERTISEMENT OF RFP 3. INTRODUCTION A. About NJPA B. Joint Exercise of Powers Laws C. Why Respond to a National Cooperative Procurement Contract D. The Intent of This RFP E. Scope of This RFP F. Expectations for Equipment/Products and Services Being Proposed G. Solutions Based Solicitation 4. INSTRUCTIONS FOR PREPARING YOUR PROPOSAL A. Inquiry Period B. Pre-Proposal Conference C. Identification of Key Personnel D. Proposer’s Exceptions to Terms and Conditions E. Proposal Format F. Questions & Answers About This RFP G. Modification or Withdrawal of a Submitted Proposal H. Proposal Opening Procedure I. NJPA’s Rights Reserved 5. PRICING A. Line-Item Pricing B. Percentage Discount From Catalog or Category C. Cost Plus a Percentage of Cost D. Hot List Pricing E. Ceiling Price F. Volume Price Discounts/ Additional Quantities G. Total Cost of Acquisition H. Sourced Equipment/Products/ Open Market Items I. Price and Product Changes J. Payment Terms K. Sales Tax L. Shipping 6. EVALUATION OF PROPOSALS A. Proposal Evaluation Process B. Proposer Responsiveness C. Proposal Evaluation Criteria D. Other Consideration E. Cost Comparison F. Marketing Plan G. Certificate Of Insurance H. Order Process and/or Funds Flow I. Administrative Fees J. Value Added K. Waiver of Formalities 7. POST AWARD OPERATING ISSUES A. Subsequent Agreements B. NJPA Member Sign-up Procedure C. Reporting of Sales Activity D. Audits E. Hub Partner F. Trade-Ins G. Out of Stock Notification H. Termination of a Contract resulting from this RFP 8. GENERAL TERMS AND CONDIITONS A. Advertising a Contract Resulting From This RFP B. Applicable Law C. Assignment of Contract D. List of Proposers E. Captions, Headings, and Illustrations F. Data Practices G. Entire Agreement H. Force Majeure I. Licenses J. Material Suppliers and Sub-Contractors K. Non-Wavier of Rights L. Protests of Awards Made M. Suspension or Disbarment Status N. Affirmative Action and Immigration Status Certification O. Severability P. Relationship of Parties 9. FORMS 10. PRE-SUBMISSION CHECKLIST 11. PRICE & PRODUCT CHANGE REQUEST FORM 12. APPENDIX A 13. APPENDIX B – HI, ID, OR, SC, UT, WA Political Subdivisions (SEPARATE ATTACHMENT) 14. APPENDIX C – VA Political Subdivisions (SEPARATE ATTACHMENT) 3 1 DEFINITIONS A. CONTRACT Contract means this RFP, current pricing information, fully executed Forms C, D, F, & P from the Proposer’s response pursuant to this RFP, and a fully executed Form E (“Acceptance and Award”) with final terms and conditions. Form E will be executed after a formal award and will provide final clarification of terms and conditions of the award. B. PROPOSER A Proposer is a company, person, or entity delivering a timely response to this RFP. This RFP may also use the terms “respondent” or “proposed Vendor,” which is interchangeable with Proposer as the context allows. C. SOURCED GOOD or OPEN MARKET ITEM A Sourced Good or Open Market Item is a product within the RFP’s scope 1) that is not currently available under the Vendor’s NJPA contract, 2) that a member wants to buy under contract from an awarded Vendor, and 3) that is generally deemed incidental to the total transaction or purchase of contract items. D. VENDOR A Proposer whose response has been awarded a contract pursuant to this RFP. 4 2 ADVERTISEMENT OF RFP 2.1 NJPA advertises this solicitation: 1) in the hard copy print and online editions of the USA Today; 2) once each in Oregon’s Daily Journal of Commerce, South Carolina’s The State and Utah’s Salt Lake Tribune; 3) on NJPA’s website; and 4) on other third-party websites deemed appropriate by NJPA. Other third-party advertisers may include Onvia, PublicPurchase.com, MERX, and Biddingo. 2.2 NJPA also notifies and provides solicitation documentation to each state-level procurement departments for possible re-posting of the solicitation within their systems and at their option for future use and to meet specific state requirements. 3 INTRODUCTION A. ABOUT NJPA 3.1 The National Joint Powers Alliance® (NJPA) is a public agency serving as a national municipal contracting agency established under the Service Cooperative statute by Minnesota Legislative Statute §123A.21 with the authority to develop and offer, among other services, cooperative procurement services to its membership. Eligible membership and participation includes states, cities, counties, all government agencies, both public and non-public educational agencies, colleges, universities and non-profit organizations. 3.2 Under the authority of Minnesota state laws and enabling legislation, NJPA facilitates a competitive solicitation and contracting process on behalf of the needs of itself and the needs of current and potential member agencies nationally. This process results in national procurement contracts with various Vendors of products/equipment and services which NJPA Member agencies desire to procure. These procurement contracts are created in compliance with applicable Minnesota Municipal Contracting Laws. A complete listing of NJPA cooperative procurement contracts can be found at www.njpacoop.org. 3.3 NJPA is a public agency governed by publicly elected officials that serve as the NJPA Board of Directors. NJPA’s Board of Directors oversees and authorizes the calls for all new proposals and holds those resulting Contracts for the benefit of its own and its Members use. 3.4 NJPA currently serves over 50,000 member agencies nationally. Both membership and utilization of NJPA contracts continue to expand, due in part to the increasing acceptance of Cooperative Purchasing throughout the government and education communities nationally. B. JOINT EXERCISE OF POWERS LAWS 3.5 NJPA cooperatively shares those contracts with its Members nationwide through various Joint Exercise of Powers Laws or Cooperative Purchasing Statutes established in Minnesota, other states and Canadian provinces. The Minnesota Joint Exercise of Powers Law is Minnesota Statute §471.59 which states “Two or more governmental units…may jointly or cooperatively exercise any power common to the contracting parties…” This Minnesota Statute allows NJPA to serve Member agencies located in all other states. Municipal agencies nationally can participate in cooperative purchasing activities under their own state law. These laws can be found on our website at http://www.njpacoop.org/national-cooperative-contract- solutions/legal-authority/. 3.5.1 For Members within the Commonwealth of Virginia, this RFP is intended to be a “joint procurement agreement” as described in Vir. Code § 2.2-4304(A), and those Virginia Members identified in Appendix C may agree to be a Joint Purchaser under this RFP. C. WHY RESPOND TO A NATIONAL COOPERATIVE PROCUREMENT CONTRACT 5 3.6 National Cooperative Procurement Contracts create value for Municipal and Public Agencies, as well as for Vendors of products/equipment and services in a variety of ways: 3.6.1 National cooperative contracts potentially save time and effort for municipal and public agencies, who otherwise would have to solicit vendor responses to individual RFPs, resulting in individual contracts, to meet the procurement needs of their respective agencies. Considerable time and effort is also potentially saved by the Vendors who would have had to otherwise respond to each of those individual RFPs. A single, nationally advertised RFP, resulting in a single, national cooperative contract can potentially replace thousands of individual RFPs for the same equipment/products/services that might have been otherwise advertised by individual NJPA member agencies. 3.6.2 NJPA contracts offer our Members nationally leveraged volume purchasing discounts. Our contract terms and conditions offer the opportunity for Vendors to recognize individual member procurement volume commitment through additional volume based contract discounts. 3.7 State laws that permit or encourage cooperative purchasing contracts do so with the belief that cooperative efficiencies will result in lower prices, better overall value, and considerable time savings. 3.8 The collective purchasing power of thousands of NJPA Member agencies nationwide offers the opportunity for volume pricing discounts. Although no sales or sales volume is guaranteed by an NJPA Contract resulting from this RFP, substantial volume is anticipated and volume pricing is requested and justified. 3.9 NJPA and its Members desire the best value for their procurement dollar as well as a competitive price. Vendors have the opportunity to display and highlight value-added attributes of their company, equipment/products and services without constraints of a typical individual proposal process. D. THE INTENT OF THIS RFP 3.10. National contract awarded by NJPA: NJPA seeks the most responsive and responsible Vendor relationship(s) to reflect the best interests of NJPA and its Member agencies. Through a competitive proposal and evaluation process, the NJPA Proposal Evaluation Committee recommends vendors for a national contract awarded by the action of the NJPA Chief Procurement Officer. NJPA’s primary intent is to establish and provide a national cooperative procurement contract that offer opportunities for NJPA and our current and potential Member agencies throughout the United States and Canada to procure quality product/equipment and services as desired and needed. The contracts will be marketed nationally through a cooperative effort between the awarded vendor(s) and NJPA. Contracts are expected to offer price levels reflective of the potential and collective volume of NJPA and the nationally established NJPA membership base. 3.11 Beyond our primary intent, NJPA further desires to: 3.11.1 Award a four-year contract with a fifth-year contract option resulting from this RFP. Any fifth-year extension is exercised at NJPA’s discretion and results from NJPA’s contracting needs or from Member requests; this extension is not intended merely to accommodate an awarded Vendor’s request. If NJPA grants a fifth-year extension, it may also terminate the contract (or cause it to expire) within the fifth year if the extended contract is replaced by a resolicited or newly solicited contract. In exigent circumstances, NJPA may petition NJPA’s Board of Directors to extend the contract term beyond five years. This rarely used procedure should be employed only to avoid a gap in contract coverage while a replacement contract is being solicited; 6 3.11.2 Offer and apply any applicable technological advances throughout the term of a contract resulting from this RFP; 3.11.3 Deliver “Value Added” aspects of the company, equipment/products and services as defined in the “Proposer’s Response”; 3.11.4 Deliver a wide spectrum of solutions to meet the needs and requirements of NJPA and NJPA Member agencies; and 3.11.5 Award an exclusive contract to the most responsive and responsible vendor when it is deemed to be in the best interest of NJPA and the NJPA Member agencies. 3.12 Exclusive or Multiple Awards: Based on the scope of this RFP and on the responses received, NJPA may award either an exclusive contract or multiple contracts. In some circumstances, a single national supplier may best meet the needs of NJPA Members; in other situations, multiple vendors may be in the best interests of NJPA and the NJPA Members and preferred by NJPA to provide the widest array of solutions to meet the member agency’s needs. NJPA retains sole discretion to determine which approach is in the best interests of NJPA Member agencies. 3.13 Non-Manufacturer Awards: NJPA reserves the right to make an award under this RFP to a non- manufacturer or dealer/distributor if such action is in the best interests of NJPA and its Members. 3.14 Manufacturer as a Proposer: If the Proposer is a manufacturer or wholesale distributor, the response received will be evaluated on the basis of a response made in conjunction with that manufacturer’s authorized dealer network. Unless stated otherwise, a manufacturer or wholesale distributor Proposer is assumed to have a documented relationship with their dealer network where that dealer network is informed of, and authorized to accept, purchase orders pursuant to any Contract resulting from this RFP on behalf of the manufacturer or wholesale distributor Proposer. Any such dealer will be considered a sub-contractor of the Proposer/Vendor. The relationship between the manufacturer and wholesale distributor Proposer and its dealer network may be proposed at the time of the submission if that fact is properly identified. 3.15 Dealer/Reseller as a Proposer: If the Proposer is a dealer or reseller of the products and/or services being proposed, the response will be evaluated based on the Proposer’s authorization to provide those products and services from their manufacturer. When requested by NJPA, Proposers must document their authority to offer those products and/or services. E. SCOPE OF THIS RFP 3.16 Scope: The scope of this RFP is to award a contract to a qualifying vendor defined as a manufacturer, provider, or dealer/distributor, established as a Proposer, and deemed responsive and responsible through our open and competitive proposal process. Vendors will be awarded contracts based on the proposal and responders demonstrated ability to meet the expectations of the RFP and demonstrate the overall highest valued solutions which meet and/or exceed the current and future needs and requirements of NJPA and its Member agencies nationally within the scope of SEWER VACUUM, HYDRO-EXCAVATION, AND STREET SWEEPER EQUIPMENT, WITH RELATED ACCESSORIES AND SUPPLIES. 3.17 Additional Scope Definitions: In addition to SEWER VACUUM, HYDRO-EXCAVATION, AND STREET SWEEPER EQUIPMENT, WITH RELATED ACCESSORIES AND SUPPLIES, this solicitation should be read to include, but not to be limited to: 3.17.1 Equipment, accessories and supplies for the purpose of cleaning sewer lines, catch basins and storm sewers, such as sewer vacuums, jetters, rodders, and self-propelled or chassis-mounted hydro-excavators; and, 7 3.17.2 Equipment, accessories and supplies for the purpose of street or parking lot sweeping, such as mechanical, vacuum, air, and high efficiency sweepers. 3.17.3 NJPA reserves the right to limit the scope of this solicitation for NJPA and current and potential NJPA member agencies. 3.17.3.1 Respondent’s proposal may include no more than an incidental offering of trailer or skid-mounted hydro-excavation equipment. Respondent’s primary offerings must be the equipment identified in sub-sections 3.17.1 or 3.17.2 above. 3.17.3.2 This solicitation is not intended to include pumps. Such items in a proposal will be considered out of scope. 3.18 Overlap of Scope: When considering equipment/products/services, or groups of equipment/ products/services submitted as a part of your response, and whether inclusion of such will fall within a “Scope of Proposal,” please consider the validity of an inverse statement. 3.18.1 For example, pencils and post-it-notes can generally be classified as office supplies and office supplies generally include pencils and post-it-notes. 3.18.2 In contrast, computers (PCs and peripherals) can generally be considered office supplies; however, the scope of office supplies does not generally include computer servers and infrastructure. 3.18.3 In conclusion: With this in mind, individual products and services must be examined individually by NJPA, from time to time and in its sole discretion, to determine their compliance and fall within the original “Scope” as intended by NJPA. 3.19 Best and Most Responsive – Responsible Proposer: It is the intent of NJPA to award a Contract to the best and most responsible and responsive Proposer(s) offering the best overall quality and selection of equipment/products and services meeting the commonly requested specifications of the NJPA and NJPA Members, provided the Proposer’s Response has been submitted in accordance with the requirements of this RFP. Qualifying Proposers who are able to anticipate the current and future needs and requirements of NJPA and NJPA member agencies; demonstrate the knowledge of any and all applicable industry standards, laws and regulations; and possess the willingness and ability to distribute, market to and service NJPA Members in all 50 states are preferred. NJPA requests proposers submit their entire product line as it applies and relates to the scope of this RFP. 3.20 Sealed Proposals: NJPA will receive sealed proposal responses to this RFP in accordance with accepted standards set forth in the Minnesota Procurement Code and Uniform Municipal Contracting Law. Awards may be made to responsible and responsive Proposers whose proposals are determined in writing to be the most advantageous to NJPA and its current or qualifying future NJPA Member agencies. 3.21 Use of Contract: Any Contract resulting from this solicitation shall be awarded with the understanding that it is for the sole convenience of NJPA and its Members. NJPA and/or its members reserve the right to obtain like equipment/products and services solely from this contract or from another contract source of their choice or from a contract resulting from their own procurement process. 3.22 Awarded Vendor’s interest in a contract resulting from this RFP: Awarded Vendors will be able to offer to NJPA, and current and potential NJPA Members, only those products/equipment and services specifically awarded on their NJPA Awarded Contract(s). Awarded Vendors may not offer as “contract compliant,” products/equipment and services which are not specifically identified and priced in their NJPA Awarded Contract. 8 3.23 Sole Source of Responsibility- NJPA desires a “Sole Source of Responsibility” Vendor. This means that the Vendor will take sole responsibility for the performance of delivered equipment/products/ services. NJPA also desires sole responsibility with regard to: 3.23.1 Scope of Equipment/Products/Services: NJPA desires a provider for the broadest possible scope of products/equipment and services being proposed over the largest possible geographic area and to the largest possible cross-section of NJPA current and potential Members. 3.23.2 Vendor use of sub-contractors in sourcing or delivering equipment/product/services: NJPA desires a single source of responsibility for equipment/products and services proposed. Proposers are assumed to have sub-contractor relationships with all organizations and individuals whom are external to the Proposer and are involved in providing or delivering the equipment/products/services being proposed. Vendor assumes all responsibility for the equipment/products/services and actions of any such Sub-Contractor. Suggested Solutions Options include: 3.23.3 Multiple solutions to the needs of NJPA and NJPA Members are possible. Examples could include: 3.23.3.1 Equipment/Products Only Solution: Equipment/Products Only Solution may be appropriate for situations where NJPA or NJPA Members possess the ability, either in- house or through local third party contractors, to properly install and bring to operation those equipment/products being proposed. 3.23.3.2 Turn-Key Solutions: A Turn-Key Solution is a combination of equipment/products and services that provides a single price for equipment/products, delivery, and installation to a properly operating status. Generally this is the most desirable solution because NJPA and NJPA Members may not possess, or desire to engage, personnel with the necessary expertise to complete these tasks internally or through other independent contractors 3.23.3.3 Good, Better, Best: Where appropriate and properly identified, Proposers may offer the choice “of good, better, best” multiple-grade solutions to meet NJPA Members’ needs. 3.23.3.4 Proven – Accepted – Leading-Edge Technology: Where appropriate and properly identified, Proposers may provide a spectrum of technology solutions to complement or enhance the proposed solutions to meet NJPA Members’ needs. 3.23.4 If applicable, Contracts will be awarded to Proposer(s) able to deliver a proposal meeting the entire needs of NJPA and its Members within the scope of this RFP. NJPA prefers Proposers submit their complete product line of products and services described in the scope of this RFP. NJPA reserves the right to reject individual, or groupings of specific equipment/products and services proposals as a part of the award. 3.24 Geographic Area to be Proposed: This RFP invites proposals to provide SEWER VACUUM, HYDRO-EXCAVATION, AND STREET SWEEPER EQUIPMENT, WITH RELATED ACCESSORIES AND SUPPLIES to NJPA and NJPA Members throughout the entire United States and possibly internationally. Proposers will be expected to express willingness to explore service to NJPA Members located abroad; however the lack of ability to serve Members outside of the United States will not be cause for non-award. The ability and willingness to serve Canada, for instance, will be viewed as a value-added attribute. 9 3.25 Contract Term: At NJPA’s option, a Contract resulting from this RFP will become effective either on the date awarded by the NJPA Board of Directors or on the day following the expiration date of an existing NJPA procurement contract for the same or similar product/equipment and services. 3.25.1 NJPA is seeking a Contract base term of four years as allowed by Minnesota Contracting Law. Full term is expected. However, one additional one-year renewal/extension may be offered by NJPA to Vendor beyond the original four year term if NJPA deems such action to be in the best interests of NJPA and its Members. NJPA reserves the right to conduct periodic business reviews throughout the term of the contract. 3.26 Minimum Contract Value: NJPA anticipates considerable activity resulting from this RFP and subsequent award; however, no commitment of any kind is made concerning actual quantities to be acquired. NJPA does not guarantee usage. Usage will depend on the actual needs of the NJPA Members and the value of the awarded contract. 3.27 [This section is intentionally blank.] 3.28 Contract Availability: This Contract must be available to all current and potential NJPA Members who choose to utilize this NJPA Contract to include all governmental and public agencies, public and private primary and secondary education agencies, and all non-profit organizations nationally. 3.28.1 With respect to Members within the Commonwealth of Virginia, this RFP is intended to be a “joint procurement agreement” as described in Vir. Code § 2.2-4304(A), and those Virginia Members identified in Appendix C must be allowed to use this Contract as a Joint Purchaser. 3.29 Proposer’s Commitment Period: In order to allow NJPA the opportunity to evaluate each proposal thoroughly, NJPA requires any response to this solicitation be valid and irrevocable for ninety (90) days after the date proposals are opened. F. EXPECTATIONS FOR EQUIPMENT/PRODUCTS AND SERVICES BEING PROPOSED 3.30 Industry Standards: Except as contained herein, the specifications or solutions for this RFP shall be those accepted guidelines set forth by the SEWER VACUUM, HYDRO-EXCAVATION, AND STREET SWEEPER EQUIPMENT, WITH RELATED ACCESSORIES AND SUPPLIES industry, as they are generally understood and accepted within that industry across the nation. Submitted products/equipment, related services and accessories, and their warranties and assurances are required to meet and/or exceed all current, traditional and anticipated standards, needs, expectations, and requirements of NJPA and its Members. 3.30.1 Deviations from industry standards must be identified by the Proposer and explained how, in their opinion, the equipment/products and services they propose will render equivalent functionality, coverage, performance, and/or related services. Failure to detail all such deviations may comprise sufficient grounds for rejection of the entire proposal. 3.30.2 Technical Descriptions/Specifications. Excessive technical descriptions and specifications that unduly enlarge the proposal response may cause NJPA to reduce the evaluation points awarded on Form G. Proposers must supply sufficient information to: 3.30.2.1 demonstrate the Proposer’s knowledge of industry standards and Member agency needs and expectations; 3.30.2.2 Identify the equipment/products and services being proposed as applicable to the needs and expectations of NJPA Member agencies; and 10 3.30.2.3 differentiate equipment/products and services from other industry manufacturers and providers. 3.31 New Current Model Equipment/Products: Proposals submitted shall be for new, current model equipment/products and services with the exception of certain close-out products allowed to be offered on the Proposer’s “Hot List” described herein. 3.32 Compliance with laws and standards: All items supplied on this Contract shall comply with any current applicable safety or regulatory standards or codes. 3.33 Delivered and operational: Products/equipment offered herein are to be proposed based upon being delivered and operational at the NJPA Member’s site. Exceptions to “delivered and operational” must be clearly disclosed in the “Total Cost of Acquisition” section of the proposal. 3.34 Warranty: The Proposer warrants that all products, equipment, supplies, and services delivered under this Contract shall be covered by the industry standard or better warranty. All products and equipment should carry a minimum industry standard manufacturer’s warranty that includes materials and labor. The Proposer has the primary responsibility to submit product specific warranty as required and accepted by industry standards. Dealer/Distributors agree to assist the purchaser in reaching a solution in a dispute over warranty’s terms with the manufacturer. Any manufacturer’s warranty that is effective past the expiration of the warranty will be passed on to the NJPA member. Failure to submit a minimum warranty may result in non-award. 3.35 Additional Warrants: The Proposer warrants that all products/equipment and related services furnished hereunder will be free from liens and encumbrances; defects in design, materials, and workmanship; and will conform in all respects to the terms of this RFP including any specifications or standards. In addition, Proposer/Vendor warrants the products/equipment and related services are suitable for and will perform in accordance with the ordinary use for which they are intended. G. SOLUTIONS-BASED SOLICITATION 3.36 The NJPA solicitation and contract award process is not based on detailed specifications. Instead, this RFP is a “Solutions-Based Solicitation.” NJPA expects respondents to understand and anticipate the current and future needs of NJPA and its members—within the scope of this RFP—and to propose solutions that are commonly desired or required by law or industry standards. Proposal will be evaluated in part on your demonstrated ability to meet or exceed the needs and requirements of NJPA and our member agencies within the defined scope of this RFP. 3.37 While NJPA does not typically provide product and service specifications, the RFP may contain scope refinements and industry-specific questions. Where specific items are specified, those items should be considered the minimum required, which the proposal can exceed in order to meet Members’ needs. NJPA may award all of the respondent’s proposal or may limit the award to a subset of the proposal. 3 INSTRUCTIONS FOR PREPARING YOUR PROPOSAL A. INQUIRY PERIOD 4.1 The inquiry period begins on the date of first advertisement and continues until to the Deadline for Submission.” RFP packages will be distributed to potential Vendors during the inquiry period. B. PRE-PROPOSAL CONFERENCE 4.2 A pre-proposal conference will be held at the date and time specified in the timeline on page one of this RFP. Conference information will be sent to all potential Proposers, and attendance is optional. The purpose of this conference is to allow potential Proposers to ask questions regarding this RFP and NJPA’s 11 competitive contracting process. Only answers issued in writing by NJPA to questions asked before or during the pre-proposal conference are binding on the parties to an awarded contract. C. IDENTIFICATION OF KEY PERSONNEL 4.3 Awarded Vendors will designate one senior staff member to represent the Vendor to NJPA. This contact person will correspond with members for technical assistance, questions, or concerns that may arise, including instructions regarding different contacts for different geographical areas or product lines. 4.4 These designated individuals should also act as the primary contact for marketing, sales, and any other area deemed essential by the Proposer and NJPA. D. PROPOSER’S EXCEPTIONS TO TERMS AND CONDITIONS 4.5 Any exceptions, deviations, or contingencies regarding this RFP that a Proposer requests must be documented on Form C, Exceptions To Proposal, Terms, Conditions And Solutions Request. 4.6 Exceptions, deviations or contingencies requested in the Proposer’s response, while possibly necessary in the view of the Proposer, may result in lower scoring or disqualification of a proposal. E. PROPOSAL FORMAT 4.7 All Proposers must examine the entire RFP package to seek clarification of any item or requirement that may not be clear and to check all responses for accuracy before submitting a proposal. 4.8 All proposals must be properly labeled and sent to “The National Joint Powers Alliance, 202 12th Street NE Staples, MN 56479.” 4.9 All proposals must be physically delivered to NJPA at the above address with all required hard copy documents and signature forms/pages inserted as loose pages at the front of the Vendor’s response. The proposal must include these items. 4.9.1 Hard copy original of completed, signed, and dated Forms C, D, F; hard copy of the signed signature-page only from Forms A and P from this RFP; 4.9.2 Signed hard copies of all addenda issued for the RFP; 4.9.3 Hard copy of Certificate of Insurance verifying the coverage identified in this RFP; and 4.9.4 A complete copy of your response on a flash drive (or other approved electronic means). The electronic copy must contain completed Forms A, B, C, D, F, and P, your statement of products and pricing (including apparent discount), and all appropriate attachments. In order to ensure that your full response is evaluated, you must provide an electronic version of any material that you provide in a hard copy format. As a public agency, NJPA’s proposals, responses, and awarded contracts are a matter of public record, except for such data that is classified as nonpublic. Accordingly, public data is available for review through a properly submitted public records request. To redact nonpublic information from your proposal (under Minnesota Statute §13.37), you must make your request within thirty (30) days of the contract award or non-award date. 4.10 All Proposal forms must be submitted in English and must be legible. All appropriate forms must be executed by an authorized signatory of the Proposer. Blue ink is preferred for signatures. 12 4.11 Proposal submissions should be submitted using the electronic forms provided. Proposers that use alternative documents are responsible for ensuring that the content is substantially similar to the NJPA form and that the document is readable by NJPA. 4.12 The Proposer must ensure that the proposal is in the physical possession of NJPA before the submission deadline. 4.12.1 Proposals must be submitted in a sealed envelope or box properly addressed to NJPA and prominently identifying the proposal number, proposal category name, the message “Hold for Proposal Opening,” and the deadline for proposal submission. NJPA is not responsible for untimely proposals. Proposals received by the deadline for proposal submission will be opened and the name of each Proposer and other appropriate information will be publicly read. 4.13 Proposers are responsible for checking directly with the NJPA website for any addendums to this RFP. Addendums to this RFP can change the terms and conditions of the RFP, including the proposal submission deadline. F. QUESTIONS AND ANSWERS ABOUT THIS RFP 4.14 Upon examination of this RFP document, Proposer should promptly notify NJPA of any ambiguity, inconsistency, or error they may discover. Interpretations, corrections, and changes to this RFP will be considered by NJPA through a written addendum. Interpretations, corrections, or changes that are made in any other manner are not binding, and Proposers must not rely on them. 4.15 Submit all questions about this RFP, in writing, referencing SEWER VACUUM, HYDRO- EXCAVATION, AND STREET SWEEPER EQUIPMENT, WITH RELATED ACCESSORIES AND SUPPLIES to Chris Robinson at NJPA 202 12th Street NE, Staples, MN 56479 or to RFP@njpacoop.org. You may also call Chris Robinson at (218) 895-4168. NJPA urges potential Proposers to communicate all concerns well in advance of the submission deadline to avoid misunderstandings. Questions received within seven (7) days before the submission deadline generally cannot be answered. NJPA may, however, field purely procedural questions, questions about NJPA-issued addenda, or questions involving a Proposer withdrawing its response before the RFP submission deadline. 4.16 If NPJA deems that its answer to a question has a material impact on other potential Proposers or on the RFP itself, NJPA will create an addendum to this RFP. 4.17 If NJPA deems that its answer to a question merely clarifies t he existing terms and conditions and does not have a material impact on other potential Proposers or the RFP itself, no further documentation of that question is required. 4.18 Addenda are written instruments issued by NJPA that modify or interpret the RFP. All addenda issued by NJPA become a part of the RFP. Addenda will be delivered to all Potential Proposers using the same method of delivery of the original RFP material. NJPA accepts no liability in connection with the delivery of any addenda. Copies of addenda will also be made available on the NJPA website at www.njpacoop.org (under “Current and Pending Solicitations”) and from the NJPA offices. All Proposers must acknowledge their receipt of all addenda in their proposal response. 4.19 Any amendment to a submitted proposal must be in writing and must be delivered to NJPA by the RFP submission deadline. 4.20 through 4.21 [These sections are intentionally blank.] G. MODIFICATION OR WITHDRAWAL OF A SUBMITTED PROPOSAL 13 4.22 A submitted proposal must not be modified, withdrawn, or cancelled by the Proposer for a period of ninety (90) days following the date proposals were opened. Before the deadline for submission of proposals, any proposal submitted may be modified or withdrawn by notice to the NJPA Procurement Manager. Such notice must be submitted in writing and must include the signature of the Proposer. The notice must be delivered to NJPA before the deadline for submission of proposals and must be so worded as not to reveal the content of the original proposal. The original proposal will not be physically returned to the potential Proposer until after the official proposal opening. Withdrawn proposals may be resubmitted up to the time designated for the receipt of the proposals if they fully conform with the proposal instructions. H. PROPOSAL OPENING PROCEDURE 4.23 Sealed and properly identified responses for this RFP entitled SEWER VACUUM, HYDRO- EXCAVATION, AND STREET SWEEPER EQUIPMENT, WITH RELATED ACCESSORIES AND SUPPLIES will be received by Chris Robinson, Procurement Manager, at NJPA Offices, 202 12th Street NE, Staples, MN 56479 until the deadline identified on page one of this RFP. All Proposal responses must be submitted in a sealed package. The outside of the package must plainly identify SEWER VACUUM, HYDRO-EXCAVATION, AND STREET SWEEPER EQUIPMENT, WITH RELATED ACCESSORIES AND SUPPLIES and the RFP number. To avoid premature opening, the Proposer must label the Proposal response properly. NJPA documents the receipt of proposals by immediately time- and date-stamping them. At the time of the public opening, the NJPA Director of Procurement or a representative from the NJPA Proposal Evaluation Committee will read the Proposer’s names aloud and will determine whether each submission has met Level-1 responsiveness. I. NJPA’S RIGHTS RESERVED 4.24 NJPA may exercise the following rights with regard to the RFP. 4.24.1 Reject any and all proposals received in response to this RFP; 4.24.2 Disqualify any Proposer whose conduct or proposal fails to conform to the requirements of this RFP; 4.24.3 Duplicate without limitation all materials submitted for purposes of RFP evaluation, and duplicate all public information in response to data requests regarding the proposal; 4.24.4 Consider and accept for evaluation a late modification of a proposal if 1) the proposal itself was submitted on time, 2) the modifications were requested by NJPA, and 3) the modifications make the terms of the proposal more favorable to NJPA or its members; 4.24.5 Waive any non-material deviations from the requirements and procedures of this RFP; 4.24.6 Extend the Contract, in increments determined by NJPA, not to exceed a total Contract term of five years; 4.24.7 Cancel the Request for Proposal at any time and for any reason with no cost or penalty to NJPA; 4.24.8 Correct or amend the RFP at any time with no cost or penalty to NJPA. If NJPA corrects or amends any segment of the RFP after submission of proposals and before the announcement of the awarded Vendor, all proposers will be afforded a reasonable opportunity to revise their proposals in order to accommodate the RFP amendment and the new submission dates. NJPA will not be liable for any errors in the RFP or other responses related to the RFP; and 4.24.9 Extend proposal due dates. 14 4 PRICING 5.1 NJPA requests that potential Proposers respond to this RFP only if they are able to offer a wide array of products and services at lower prices and with better value than what they would ordinarily offer to a single government agency, a school district, or a regional cooperative. 5.2 This RFP requests pricing for an indefinite quantity of products or related services with potential national sales distribution and service. While most RFP categories represent significant sales opportunities, NJPA makes no guarantees about the quantity of products or services that members will purchase. The estimated annual value of this contract is $150 Million. Vendors are expected to anticipate additional volume through potential government, educational, and not- for-profit agencies that would find value in a national contract awarded by NJPA. 5.3 Regardless of the payment method selected by NJPA or an NJPA member, the total cost associated with any purchase option of the products and services must always be disclosed in the proposal and at the time of purchase. 5.4 All proposers must submit “Primary Pricing” in the form of either “Line-Item Pricing,” or “Percentage Discount from Catalog Pricing,” or a combination of these pricing strategies. Proposers are also encouraged to offer optional pricing strategies such as “Hot List,” “Sourced Products,” and “Volume Discounts,” as well as financing options such as leasing. All pricing documents should include a clear effective date. A. LINE-ITEM PRICING 5.5 Line-item pricing is a pricing format in which individual products or services are offered at specific Contract prices. Products or services are individually priced and described by characteristics such as manufacture name, stock or part number, size, or functionality. This method of pricing may offer the least amount of confusion, but Proposers with a large number of items may find this method cumbersome. In these situations, a percentage discount from catalog or category pricing model may make more sense and may increase the clarity of the contract pricing format. 5.6 All line-item pricing items must be numbered, organized, sectioned (including SKUs, when applicable), and prepared to be easily understood by the Evaluation Committee and members. 5.7 Submit Line-Item Pricing items in an Excel spreadsheet format and include all appropriate identification information necessary to discern the line item from other line items in each Responder’s proposal. 5.8 Line-item pricing must be submitted to NJPA in a searchable spreadsheet format (e.g., Microsoft® Excel®) in order to facilitate quickly finding any particular item of interest. For that reason, Proposers are responsible for providing the appropriate product and service identification information along with the pricing information that is typically found on an invoice or price quote for such product or services. 5.9 All products or services typically appearing on an invoice or price quote must be individually priced and identified on the line-item price sheet, including any and all ancillary costs. 5.10 Proposers should provide both a published “List Price” as well as a “Proposed Contract Price” in their pricing matrix. Published List Price will be the standard “quantity of one” price currently available to government and educational customers, excluding cooperative and volume discounts. B. PERCENTAGE DISCOUNT FROM CATALOG OR CATEGORY 5.11 This pricing model involves a specific percentage discount from a catalog or list price, defined as a published Manufacturer’s Suggested Retail Price (MSRP) for the products or services being proposed. 15 5.12 Individualized percentage discounts can be applied to any number of defined product groupings. 5.13 A percentage discount from MSRP may be applied to all elements identified in MSRP, including all manufacturer options applicable to the products or services. 5.14 When a Proposer elects to use “Percentage Discount from Catalog or Category,” Proposer will be responsible for providing and maintaining current published MSRP with NJPA, and this pricing must be included in its proposal and provided throughout the term of any Contract resulting from this RFP. C. COST PLUS A PERCENTAGE OF COST 5.15 “Cost plus a percentage of cost” as a primary pricing mechanism is not desirable. It is, however, acceptable for pricing sourced goods or services. D. HOT LIST PRICING 5.16 Where applicable, a Vendor may opt to offer a specific selection of products or services, defined as “Hot List” pricing, at greater discounts than those listed in the standard Contract pricing. All product and service pricing, including the Hot List Pricing, must be submitted electronically in a format that is acceptable to NJPA. Hot List pricing must be submitted in a line-item format. Products and services may be added or removed from the Hot List at any time through an NJPA Price and Product Change Form. 5.17 Hot List program and pricing may also be used to discount and liquidate close-out and discontinued products and services as long as those close-out and discontinued items are clearly labeled as such. Current ordering process and administrative fees apply. This option must be published and made available to all NJPA Members. E. CEILING PRICE 5.18 Proposal pricing is to be established as a ceiling price. At no time may the proposed products or services be offered under this Contract at prices above this ceiling price without a specific request and approval by NJPA. Contract prices may be reduced at any time, for example, to reflect volume discounts or to meet the needs of an NJPA Member. 5.19 [This section is intentionally blank.] F. VOLUME PRICE DISCOUNTS / ADDITIONAL QUANTITIES 5.20 through 5.23 [These sections are intentionally blank.] G. TOTAL COST OF ACQUISITION 5.24 The Total Cost of Acquisition for the equipment/products and related services being proposed, including those payable by NJPA Members to either the Proposer or a third party, is the cost of the proposed equipment/products product/equipment and related services delivered and operational for its intended purpose in the end-user’s location. For example, if you are proposing equipment/products FOB Proposer’s dock, your proposal should reflect that the contract pricing does not provide for delivery beyond Proposer’s dock, nor any set-up activities or costs associated with those delivery or set-up activities. Any additional costs for delivery and set-up should be clearly disclosed. In contrast, a proposal could state that there are no additional costs of acquisition if the product is delivered to and operational at the end-user’s location. H. SOURCED GOOD or OPEN MARKET ITEM 5.25 A Sourced Good or an Open Market Item is a product that a member wants to buy under contract that is not currently available under the Vendor’s NJPA contract. This method of procurement can be satisfied 16 through a contract sourcing process. Sourcing options serve to provide a more complete contract solution to meet our members’ needs. Sourced items are generally deemed incidental to the total transaction or purchase of contract items. 5.26 NJPA or NJPA Members may request products, equipment, and related services that are within the related scope of this RFP, even if they are not included in an awarded Vendor’s line-item price list or catalog. These items are known as Sourced Goods or Open Market Items. 5.27 An awarded Vendor may source such items to the extent that the items are identified as “Sourced Products/Equipment” or “Open Market Items” on any quotation issued in reference to an NJPA awarded contract, and that this information is provided to either NJPA or an NJPA Member. NJPA is not responsible for determining whether a Sourced Good is an incidental portion of the overall purchase or whether a Member is able to consider a Sourced Good a purchase under an NJPA contract. 5.28 “Cost plus a percentage” pricing is an acceptable option in pricing of Sourced Goods. I. PRODUCT & PRICE CHANGES 5.29 Awarded Vendors may request product or service changes, additions, or deletions at any time throughout the contract term. All requests must be made in written format by completing the NJPA Price and Product Change Request Form (located at the end of this RFP and on the NJPA website), signed by an authorized Vendor representative. All changes are subject to review and approval by NJPA. Submit your requests through email to your assigned Contract Manager and to PandP@njpacoop.org. 5.30 NJPA will determine whether the request is both within the scope of the original RFP and in the best interests of NJPA and NJPA Members. Approved Price and Product Change Request Forms will be returned to the Vendor contact through email. 5.31 The Vendor must 1) complete this change request form and individually list or attach all items subject to change, 2) provide a sufficiently detailed explanation and documentation for the change, and 3) include a compete restatement of pricing document in appropriate format (preferably Excel). The pricing document must identify all products and services being offered and must conform to the following NJPA product and price change naming convention: (Vendor Name) (NJPA Contract #) (effective pricing date); for example, “COMPANY 012411-CPY effective 02-12-2016.” 5.32 The new pricing restatement must include all products and services offered, even for those items whose pricing remains unchanged, and must include a new effective date on the pricing documents. This requirement reduces confusion by providing a single, current pricing sheet for each vendor and creates a historical record of pricing. 5.33 ADDITIONS. New products and related services may be added to a Contract resulting from this RFP at any time during that Contract term to the extent that those products and related services are within the scope of this RFP. Allowable new products and related services generally include updated models of products and enhanced services that reflect new technology and improved functionality. 5.34 DELETIONS. New products and related services may be deleted from a contract if an item is no longer available. 5.35 PRICE CHANGES. A Vendor may request pricing changes by providing reasonable justification for the change. For example, a request for a 3% increase in a product line that relies heavily on petroleum products may be reasonable if the raw cost of required petroleum products has increased substantially. Conversely, a request for a 3% increase in prices based only on a 3% increase in a cost-of-living index may be considered unreasonable. Although NJPA is sensitive to the possibility of fluctuations in raw material costs, prospective Vendors should make every reasonable attempt to account for normal cost changes by proposing pricing that will be effective throughout the duration of the four-year Contract. 17 5.35.1 Price decreases: NJPA expects Vendors to propose their very best prices and anticipates price reductions that are due to advancement in technology and marketplace efficiencies. 5.35.2 Price increases: A Vendor must include reasonable documentation for price-increase requests, along with both current and proposed pricing. Appropriate documentation should be attached to the Price and Product Change Request Form, including letters from suppliers announcing price increases. Price increases must not exceed the industry standard. 5.36 through 5.37 [These sections are intentionally blank.] 5.38 Proposers representing multiple manufacturers, or carrying multiple related product lines may also request the addition of new manufacturers or product lines to their Contract to the extent they remain within the scope of this RFP. 5.39 through 5.43 [These sections are intentionally blank.] K. SALES TAX 5.44 Sales and other taxes should not be included in the prices quoted. The Vendor will charge state and local sales and other applicable taxes on items for which a valid tax-exemption certification has not been provided. Each NJPA Member is responsible for providing verification of tax-exempt status to the Vendor. When ordering, NJPA Members must indicate that they are tax-exempt entities. Except as set forth herein, no party is responsible for taxes imposed on another party as a result of or arising from the transactions under a Contract resulting from this RFP. L. SHIPPING 5.45 Shipping costs can constitute a significant portion of the overall cost of procurement. Consequently, significant weight will be given to the quality of a prospective Vendor’s shipping program. Shipping charges should reasonably reflect the actual cost of shipping. NJPA understands that Vendors may use other shipping cost methods for simplicity or for transparency. But to the extent that shipping costs are determined to disproportionately increase a Vendor’s profit, NJPA may reduce the points awarded in the “Pricing” criteria. 5.46 through 5.47 [These sections are intentionally blank.] 5.48 All shipping and restocking fees must be identified in the price program. Certain industries providing made-to-order products may not allow returns. Proposals will be evaluated not only on the actual costs of shipping, but on the relative flexibility extended to NJPA Members relating to restocking fees, shipping errors, customized shipping requirements, the process for rejecting damaged or delayed shipments, and similar subjects. 5.49 through 5.50 [These sections are intentionally blank.] 5.51 Delivered products must be properly packaged. Damaged products may be rejected. If the damage is not readily apparent at the time of delivery, the Vendor must permit the products to be returned within a reasonable time at no cost to NJPA or NJPA Member. NJPA and NJPA Members reserve the right to inspect the products at a reasonable time subsequent to delivery where circumstances or conditions prevent effective inspection of the products at the time of delivery. 5.52 The Vendor must deliver Contract-conforming products in each shipment and may not substitute products without the express approval from NJPA or the NJPA Member. 18 5.53 NJPA reserves the right to declare a breach of Contract if the Vendor intentionally delivers substandard or inferior products that are not under Contract and described in its paper or electronic price lists or sourced upon request of any Member under this Contract. In the event of the delivery of nonconforming products, the NJPA Member will notify the Vendor as soon as possible and the Vendor will replace nonconforming products with conforming products that are acceptable to the NJPA member. 5.54 Throughout the term of the Contract, Proposer agrees to pay for return shipment on products that arrive in a defective or inoperable condition. Proposer must arrange for the return shipment of the damaged products. 5 EVALUATION OF PROPOSALS A. PROPOSAL EVALUATION PROCESS 6.1 The NJPA proposal evaluation committee will evaluate proposals received based on a 1,000 point evaluation system. The committee establishes both the evaluation criteria and designates the relative weight of each criterion by assigning possible scores for each category on Form G of this RFP. The committee may adjust the relative weight of the criteria for each RFP. (For example, if the “Warranty” criterion does not apply to a particular RFP, the points normally awarded under “Warranty” may be used to increase the number of potential points in another evaluation category or categories.) The “Pricing” criterion will contain at least a plurality of points for every RFP. 6.2 NJPA uses a scoring system that gives primary importance to “Pricing.” But pricing includes more than just the absolute lowest initial cost of purchasing, for example, a particular product. Other considerations include the total cost of the acquisition and whether the Proposer’s offering represents the best value. The evaluation committee may consider such factors as life-cycle costs, total cost of ownership, quality, and the suitability of an offering in meeting NJPA Members’ needs. Pricing points may be awarded based on pricing clarity and ease of use. NJPA may also award points based on whether a response contains exceptions, exclusions, or limitations of liabilities. 6.3 The NJPA Board of Directors will consider making awards to the selected Proposer(s) based on the recommendations of the proposal evaluation committee. To qualify for the final evaluation, a Proposer must have been deemed responsive as a result of the criteria set forth under “Proposer Responsiveness,” found just below. B. PROPOSER RESPONSIVENESS 6.4 All responses are evaluated for Level-One and Level-Two Responsiveness. If a response does not substantially conform to substantially all of the terms and conditions in the solicitation, or if it requires unreasonable exceptions, it may be considered nonresponsive. 6.5 All proposals must contain suitable responses to the questions in the proposal forms. The following requirements must be satisfied in order to meet Level-One Responsiveness, which is typically ascertained on the proposal opening date. If these standards are not met, your response may be disqualified as nonresponsive. 6.6 Level-One Responsiveness means that the response 6.6.1 is received before the deadline for submission or it will be returned unopened; 6.6.2 is properly addressed and identified as a sealed proposal with a specific RFP number and an opening date and time; 19 6.6.3 contains a pricing document (with apparent discounts) and all other forms fully completed, even if “not applicable” is the answer; 6.6.4 includes the original (hard copy) completed, dated, and signed RFP forms C, D, and F. In addition, the response must include the hard-copy signed signature page only from RFP Forms A and P and, if applicable, all signed addenda that have been issued in relation to this RFP; 6.6.5 contains an electronic (CD, flash drive, or other suitable) copy of the entire response; and 6.7 Level-Two Responsiveness (including whether the response is within the RFP’s scope) is determined while evaluating the remaining items listed under Proposal Evaluation Criteria below. These items are not arranged in order of importance. Each item draws from multiple questions, and a Proposer’s responses may affect scoring in multiple evaluation criteria. For example, the answers to Industry-Specific Questions may help determine scoring relative to a Proposer’s marketplace success, ability to sell and service nationwide, and financial strength. Any questions not answered without an explanation will likely result in a loss of points and may lead to a nonaward if the proposal evaluation committee cannot effectively review your response. C. PROPOSAL EVALUATION CRITERIA 6.8 Forms A and P include a series of questions that address the following categories: 6.8.1 Company Information and Financial Strength 6.8.2 Industry Requirements and Marketplace Success 6.8.3 Ability to Sell and Deliver Service Nationwide 6.8.4 Marketing Plan 6.8.5 Other Cooperative Procurement Contracts 6.8.6 Value-Added Attributes 6.8.7 Payment Terms and Financing Options 6.8.8 Warranty 6.8.9 Equipment/Products/Services 6.8.10 Pricing and Delivery 6.8.11 Industry-Specific Questions 6.9 [This section is intentionally blank.] D. OTHER CONSIDERATIONS 6.10 In evaluating RFP responses, NJPA has no obligation to consider information that is not provided in the Proposer’s response. NJPA may, however, consider additional information outside the Proposer’s response. This research may include such sources as the Proposer’s website, industry publications, listed references, and user interviews. 6.11 NJPA may organize RFP responses into separate classes or subcategories, depending on the range of responses. For example, NJPA might receive numerous submissions for “Widgets and Related Products and Services.” NJPA may organize these responses into subcategories, such as manufacturers of fully operational Widgets, manufacturers of component parts for Widgets, and providers of parts and service for Widgets. NJPA reserves the right to award Proposers in some or all of such subcategories without regard to the evaluation score given to Proposers in another subcategory. This specifically allows NJPA to award 20 Vendors that might not have, for instance, the breadth of products of Proposers in another subcategory, but that nonetheless meet a substantial and articulated need of NJPA Members. 6.12 [This section is intentionally blank.] 6.13 NJPA reserves the right to request and test equipment/products and related services and to seek clarification from Proposers. Before the Contract award, the Proposer must furnish the requested information within three (3) days (or within another agreed-to time frame) or provide an explanation for the delay along with a requested time frame for providing the requested information. Proposers must make reasonable efforts to supply test products promptly. All Proposer products remain the property of the Proposer, and NJPA will return such products after the evaluation process. NJPA may make provisional contract awards, subject to a Proposer’s proper response to a request for information or products. 6.14 A Proposer’s past performance under previously awarded contracts to schools, governmental agencies, and not-for-profit entities is relevant in evaluating a Proposer’s current response. Past performance includes the Proposer’s record of conforming to published specifications and to standards of good workmanship, as well as the Proposer’s history for reasonable and cooperative behavior and for commitment to Member satisfaction. Incumbency as an awarded Vendor does not, by itself, merit positive consideration for a future Contract award. 6.15 NJPA reserves the right to reject any or all proposals. E. COST COMPARISON 6.16 NJPA may use a variety of evaluation methods, including cost comparisons of specific products. NJPA reserves the right to use this process when the proposal evaluation committee determines that this will help to make a final determination. 6.17 This direct cost comparison process will award points for being low to high Proposer for each cost evaluation item selected. A “Market Basket” of identical (or substantially similar) equipment/products and related services may be selected by the proposal evaluation committee, and the unit cost will be used as a basis for determining the point value. NJPA will select the “Market Basket” from all appropriate product categories as determined by NJPA. F. MARKETING PLAN 6.18 A Proposer’s marketing plan is a critical component of the RFP response. An awarded Vendor’s sales force will likely be the primary source of communication with NJPA Members and will directly affect the contract’s success. Marketing success depends on communicating the contract’s value, knowing the contract thoroughly, and communicating the proper use of contracted products and services to the end user. Much of the success and sales reward is a direct result of the commitment to the contract by the awarded Vendor’s sales teams. NJPA reserves the right to deem a Proposer Level-Two nonresponsive or not to award a contract based on an unacceptable or incomplete marketing plan. 6.19 NJPA marketing expectations include the following components. 6.19.1 An awarded Vendor must demonstrate the ability to deploy a national sales force or dealer network. The best RFP responses demonstrate the ability to sell, deliver, and service products through acceptable distribution channels to NJPA members in all 50 states. Proposers’ responses should fully demonstrate their sales and service capabilities, should outline their national sales force network (both numerically geographically), and should describe their method of distribution of the offered products and related services. Service may be independent of the product sales pricing, but NJPA encourages related services to be a part of Proposers’ response. Despite its preference for awarding contracts to Vendors that demonstrate nationwide sales and service, NJPA reserves the right to award contracts that meet specific Member needs locally or regionally. 21 6.19.2 Proposers are invited to demonstrate their ability to successfully market, promote, and communicate the benefits of an NJPA contract to current and potential Members nationwide. NJPA desires a marketing plan that communicates the value of the contract to as many Members as possible. 6.19.3 Proposers are expected to be receptive to NJPA trainings. Awarded Vendors must provide an appropriate training venue for both management and the sales force. NJPA commits to providing training on all aspects of communicating the value of the awarded contract, including the authority of NJPA to offer the contract to its Members, the value and utility the contract delivers to NJPA Members, the scope of NJPA Membership, the authority of Members to use NJPA procurement contracts, the preferred marketing and sales methods, and the successful use of specific business sector strategies. 6.19.4 Awarded Vendors are expected to demonstrate a commitment to fully embrace the NJPA contract. Proposers should identify both the appropriate levels of sales management and sales force that will need to understand the value of the NJPA contract, as well as the internal procedures needed to deliver the appropriate messaging to NJPA Members. NJPA will provide a general schedule and a variety of methods describing when and how those individuals should be trained. 6.19.5 Proposers should outline their proposed involvement in promoting an NJPA contract through applicable industry trade show exhibits and related customer meetings. Proposers are encouraged to consider participation with NJPA at NJPA-endorsed national trade shows. 6.19.6 Proposers must exhibit the willingness and ability to actively market and develop contract- specific marketing materials including the following items. 6.19.6.1 Complete Marketing Plan. Proposers must submit a marketing plan outlining how they will launch the NJPA contract to current and potential NJPA Members. NJPA requires awarded Vendors to embrace and actively promote the contract in cooperation with the NJPA. 6.19.6.2 Printed Marketing Materials. Awarded Vendors will produce and maintain full color print advertisements in camera-ready electronic format, including company logos and contact information to be used in the NJPA directory and other approved marketing publications. 6.19.6.3 Contract announcements and advertisements. Proposers should outline in the marketing plan their anticipated contract announcements, advertisements in industry periodicals, and other direct or indirect marketing activities promoting the awarded NJPA contract. 6.19.6.4 Proposer’s Website. Proposers should identify how an awarded Contract will be displayed and linked on the Proposer’s website. An online shopping experience for NJPA Members is desired whenever possible. 6.19.7 An NJPA Vendor contract launch will be scheduled during a reasonable time frame after the award and held at the NJPA office in Staples, MN unless the Vendor and NJPA agree to a different location. 6.20 Proposer shall identify their commitment to develop a sales/communication process to facilitate NJPA membership and establish status of current and potential agencies/members. Proposer should further express their commitment to capturing sufficient member information as is deemed necessary by NJPA. 22 G. CERTIFICATE OF INSURANCE 6.21 Proposers must provide evidence of liability insurance coverage identified below in the form of a Certificate of Insurance (COI) or an ACORD binder form with their proposal. Upon an award issued under this RFP and before the execution of any commerce relating to such award, the awarded Vendor must provide verification, in the form of a Certificate of Insurance, identifying the coverage required below and identifying NJPA as a “Certificate Holder.” The Vendor must maintain such insurance coverage at its own expense throughout the term of any contract resulting from this solicitation. 6.22 Any exceptions or assumptions to the insurance requirements must be identified on Form C of this RFP. Exceptions and assumptions will be considered as part of the evaluation process. Any exceptions or assumptions that Proposers submit must be specific. If a Proposer does not include specific exceptions or assumptions when submitting the proposal, NJPA will typically not consider any additional exceptions or assumptions during the evaluation process. Upon contract award, the awarded Vendor must provide the Certificate of Insurance identifying the coverage as specified. 6.23 Insurance Liability Limits. The awarded Vendor must maintain, for the duration of its contract, $1.5 million in general liability insurance coverage or general liability insurance in conjunction with an umbrella for a total combined coverage of $1.5 million. Work on the Contract will not begin until after the awarded Vendor has submitted acceptable evidence of the required insurance coverage. Failure to maintain any required insurance coverage or an acceptable alternative method of insurance will be deemed a breach of contract. 6.23.1 Minimum Scope and Limits of Insurance. An awarded Vendor must provide coverage with limits of liability not less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a “following form” basis. 6.23.1.1 Commercial General Liability—Occurrence Form Policy shall include bodily injury, property damage and broad form contractual liability and XCU coverage. 6.23.1.2 Each Occurrence $1,500,000 6.24 Insurance Requirements: The limits listed in this RFP are minimum requirements for this Contract and in no way limit any indemnity covenants contained in this Contract. NJPA does not warrant that the minimum limits contained herein are sufficient to protect the Vendor from liabilities that might arise out of the performance of the work under this Contract by the Vendor, its agents, representatives, employees, or subcontractors, and the Vendor is free to purchase additional insurance as may be determined necessary. 6.25 Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or authorized to do business in the State of Minnesota and with an “A.M. Best” rating of not less than A- VII. NJPA does not warrant that the above required minimum insurer rating is sufficient to protect the Vendor from potential insurer solvency. 6.26 Subcontractors: Vendors’ certificate(s) must include all subcontractors as additional insureds under its policies, or the Vendor must furnish to NJPA separate certificates for each subcontractor. All coverage for subcontractors are be subject to the minimum requirements identified above. H. ORDER PROCESS AND/OR FUNDS FLOW 6.27 NJPA Members typically issue a purchase order directly to a Vendor under a Contract resulting from this RFP. Alternatively, a separate contract may be created to facilitate acquiring products or services offered in response to this RFP. Nothing in this Contract restricts the Member and Vendor from agreeing 23 to add terms or conditions to a purchase order or a separate contract provided that such terms or conditions must not be less favorable to NJPA’s Members. 6.28 [This section is intentionally blank.] I. ADMINISTRATIVE FEES 6.29 Vendors will pay to NJPA an administrative fee in exchange for NJPA facilitating this Contract with its current and potential Members. NJPA may grant a conditional contract award to a Proposer if the proposed administrative fee is unclear, inadequate, or unduly burdensome for NJPA to administer. Sales under this Contract should not be processed until the parties resolve the administrative fee issue. 6.29.1 The administrative fee is typically calculated as a percentage of the dollar volume of all products and services by NJPA Members under this Contract, including anything represented to NJPA Members as falling under this Contract. 6.29.2 The administrative fee is included in, and not added to, the pricing included in Proposer’s response to the RFP. Awarded Vendors must not charge NJPA Members more that permitted in the then current price list in order to offset the administrative fee. 6.29.3 The administrative fee is designed to cover the costs of NJPA’s involvement in contract management, facilitating marketing efforts, Vendor training, and any order processing tasks relating to the Contract. Administrative fees may also be used for other purposes as allowed by Minnesota law. 6.29.4 The typical administrative fee under this Contract is two percent (2%). While NJPA does not dictate the particular fee percentage, we require that the Proposer articulate a specific fee in its response. For example, merely stating that “we agree to pay an administrative fee” is considered nonresponsive. NPJA acknowledges that the administrative fee percentage may differ between vendors, industries, and responses. 6.29.5 NJPA awarded Vendors are responsible for paying the administrative fee at least quarterly and for generating all related reporting. Vendors agree to cooperate with NJPA in auditing these reports to ensure that the administrative fee is paid on all items purchased under the Contract. 6.30 through 6.32 [This section is intentionally blank.] J. VALUE–ADDED ATTRIBUTES 6.33 Desirability of Value-Added Attributes: Value-added attributes in an RFP response will be given positive consideration in NJPA’s evaluation process. Such attributes may increase the benefit of a product or service by improving functionality, performance, maintenance, manufacturing, delivery, energy efficiency, ordering, or other items while remaining within the scope of this RFP. 6.34 Women and Minority Business Enterprise (WMBE), Small Business, and Other Favored Businesses: Some NJPA Members give formal preference to certain types of vendors or contractors. Proposers should document WMBE (or other) status for both their organization and for any affiliates (e.g., supplier networks) involved in fulfilling the terms of this RFP. The ability of a Proposer to provide preferred business entity “credits” to NJPA and NJPA Members under a Contract will be evaluated positively by NJPA and reflected in the “value added” area of the evaluation. 6.35 Environmentally Preferred Purchasing Opportunities: Many NJPA Members consider the environmental impact of the products and services they purchase. “Green” characteristics demonstrated by Proposers will be evaluated positively by NJPA and reflected in the “value added” area of the evaluation. Please identify any green characteristics of any offering in your proposal and identify the sanctioning body 24 determining that characteristic. Where appropriate, please indicate which products have been certified as green and by which certifying agency. 6.36 Online Requisitioning Systems: When applicable, online requisitioning systems will be viewed as a value-added characteristic. Proposers should demonstrate how their system makes online ordering easier for NJPA Members, including how Members could integrate their current e-Procurement or enterprise resource planning (ERP) systems into the Proposer’s ordering process. 6.37 Financing: The ability of the Proposer to provide financing solutions to Members for the products and services being proposed will be viewed as a value-added attribute. 6.38 Technology: Technological advances that appreciably improve the proposed products or services will be considered value-added attributes. K. WAIVER OF FORMALITIES 6.39 NJPA reserves the right to waive minor formalities (or to accept minor irregularities) in any proposal, when it determines that considering the proposal may be in the best interest of its Members. 7 POST-AWARD OPERATING ISSUES A. SUBSEQUENT AGREEMENTS 7.1 Purchase Order. Purchase orders for products and services may be executed between NJPA Members and the awarded Vendor (or Vendor’s sub-contractors) under this Contract. NJPA Members and Vendors must indicate on the face of such purchase orders that “This purchase order is issued under NJPA contract #XXXXXX” (insert the relevant contract number). Purchase order flow and procedure will be developed jointly between NJPA and an awarded Vendor after an award is made. 7.2 Governing Law. Purchase orders must be construed in accordance with, and governed by, the laws of a competent jurisdiction with respect to the Member. (See also Section 8.5 of this RFP.) All provisions required by law to be included in the purchase order should be read and enforced as if they were included. If through mistake or otherwise any such provision is not included, then upon application of either party the Contract shall be physically amended to make such inclusion or correction. The venue for any litigation arising out of disputes related to purchase order will be a court of competent jurisdiction with respect to the Member. 7.3 Additional Terms and Conditions. Additional terms and conditions to a purchase order may be proposed by NJPA, NJPA Members, or Vendors. Acceptance of these additional terms and conditions is optional to all parties to the purchase order. One purpose of these additional terms and conditions is to address job- or industry-specific requirements of law such as prevailing wage legislation. Additional terms and conditions may also include specific local policy requirements and standard business practices of the issuing Member or the Vendor. Such additional terms and conditions are not considered valid to the extent that they interfere with the general purpose, intent, or currently established terms and conditions contain in this RFP document. For example, a Vendor and Member may agree to add a “net 30” payment requirement to the purchase order instead of applying a “net 10” requirement. But the added terms and conditions must not be less favorable to the Member unless NJPA, the Member, and the Vendor agree to a Contract amendment or similar modification. 7.4 Specialized Service Requirements. In the event that the NJPA Member desires service requirements or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in the Contract resulting from this RFP, the NJPA Member and the Vendor may enter into a separate, standalone agreement, apart from a Contract resulting from this RFP. Any proposed service requirements or specialized performance requirements require pre-approval by the Vendor. Any separate agreement developed to address these 25 specialized service or performance requirements is exclusively between the NJPA Member and Vendor. NJPA, its agents, and employees shall not be made a party to any claim for breach of such agreement. Product sourcing is not considered a service. NJPA Members will need to conduct procurements for any specialized services not identified as a part of or within the scope of the awarded Contract. 7.5 Performance Bond. At the request of the Member, a Vendor will provide all performance bonds typically and customarily required in their industry. These bonds will be issued pursuant to the requirements of purchase orders for products and services. If a purchase order is cancelled for lack of a required performance bond by the member agency, NJPA recommends that the current pending purchase order be canceled. Each Member has the final decision on purchase order continuation. Any performance bonding required by the Member, the Member’s state laws, or by local policy is to be mutually agreed upon and secured between the Vendor and the Member. 7.6 Asset Management Contracts: Asset Management-type Contracts can be initiated under a Contract resulting from this RFP at any time during the term of this Contract. Such a contract could involve, for example, picking up, storing, repairing, inventorying, salvaging, and delivery products falling within the scope of this Contract. The intention in using Asset Management Contracts is to promote the long-term efficiency of NJPA’s contracts by (among other things) extending the use and re-use of products. Asset Management Contracts cannot be created under this Contract unless they are executed within the authorized term of a Contract resulting from this RFP. The actual term of the Asset Management Contract may, however, extend beyond the expiration date of this Contract. B. NJPA MEMBER SIGN-UP PROCEDURE 7.7 Awarded Vendors are responsible for familiarizing their sales and service forces with the various forms of NJPA membership documentation and will encourage and assist potential Members in establishing membership with NJPA. NJPA membership is available at no cost, obligation, or liability to the Member or the Vendor. C. REPORTING OF SALES ACTIVITY 7.8 Awarded Vendors must report at least quarterly the total gross dollar volume of all products and services purchased by NJPA Members as it applies to this RFP and Contract. This report must include the name and address of the purchasing agency, Member number, amount of purchase, and a description of the items purchased. 7.8.1 Zero sales reports: Awarded Vendors must provide a quarterly Contract sales report regardless of the amount of sales. D. AUDITS 7.9 NJPA relies substantially on the reasonable auditing efforts of both Members and awarded Vendors to ensure that Members are obtaining the products, services, pricing, and other benefits under all NJPA contracts. Nonetheless, the Vendor must retain and make available to NJPA all order and invoicing documentation related to purchases that Members make from the Vendor under the awarded Contract. NJPA must not request such information more than once per calendar year, and NJPA must make such requests in writing with at least fourteen (14) days’ notice. NJPA may employ an independent auditor at its own expense or conduct an audit on its own. In either event, the Vendor agrees to cooperate fully with NJPA or its agents in order to ensure compliance with this Contract. E. HUB PARTNER 7.10 Hub Partner: NJPA Members may request special services through a “Hub Partner” for the purpose of complying with a law, regulation, or rule that an NJPA Member deems to apply in its jurisdiction. Hub 26 Partners may bring value to the proposed transactions through consultancy, through qualifying for disadvantaged business entity credits, or through other means. 7.11 Hub Partner Fees: NJPA Members are responsible for any transaction fees, costs, or expenses that arise under this Contract for special service provided by the Hub Partner. The fees, costs, or expenses levied by the Hub Vendor must be clearly itemized in the transaction documentation. To the extent that the Vendor stands in the chain of title during a transaction resulting from this RFP, the documentation must clearly indicate that the transaction is “Executed for the Benefit of [NJPA Member name].” F. TRADE-INS 7.12 The value in US Dollars for Trade-ins will be negotiated between NJPA or an NJPA Member, and an Awarded Vendor. That identified “Trade-In” value shall be viewed as a down payment and credited in full against the NJPA purchase price identified in a purchase order issued pursuant to any Awarded NJPA procurement contract. The full value of the trade-in will be consideration. G. OUT OF STOCK NOTIFICATION 7.13 The Vendor must immediately notify NJPA Members when they order an out-of-stock item. The Vendor must also tell the Member when the item will be available and whether there are equivalent substitutes. The Member must have the option of accepting the suggested substitute or canceling the item from the order. Under no circumstance may the Vendor make unauthorized substitutions. Unfilled or substituted items must be indicated on the packing list. H. CONTRACT TERMINATION FOR CAUSE AND WITHOUT CAUSE 7.14 NJPA reserves the right to cancel all or any part of this Contract if the Vendor fails to fulfill any material obligation, term, or condition as described in the following procedure. Before any such termination for cause, the NJPA will provide written notice to the Vendor, an opportunity to respond, and a reasonable opportunity to cure the breach. The following are some examples of material breaches. 7.14.1 The Vendor provides products or services that do not meet reasonable quality standards and that are not remedied under the warranty; 7.14.2 The Vendor fails to ship the products or to provide the services within a reasonable amount of time; 7.14.3 NJPA reasonably believes that the Vendor will not or cannot perform to the requirements or expectations of the Contract, NJPA issues a request for assurance, and the Vendor fails to respond; 7.14.4 The Vendor fails to fulfill any of the material terms and conditions of the Contract; 7.14.5 The Vendor fails to follow the established procedure for purchase orders, invoices, or receipt of funds as established by NJPA and the Vendor; 7.14.6 The Vendor fails to properly report quarterly sales; 7.14.7 The Vendor fails to actively market this Contract within the guidelines provided in this RFP and defined in the NJPA contract launch. 7.15 Upon receipt of the written notice of breach, the Vendor will have ten (10) business days to provide a satisfactory response to NJPA. If the Vendor fails to reasonably address all issues in the written notice, NJPA may terminate the Contract immediately. If NJPA allows the Vendor more time to remedy the breach, such forbearance does not limit NJPA’s authority to immediately terminate the Contract for continued 27 breaches for which notice was given to the Vendor. Termination of the Contract for cause does not relieve either party of the financial, product, or service obligations incurred before the termination. 7.16 NJPA may terminate the Contract if the Vendor files for bankruptcy protection or is acquired by an independent third party. The Vendor must disclose to NJPA any litigation, bankruptcy, or suspensions/disbarments that occur during the Contract period. Failure to disclose such information authorizes NJPA to immediately terminate the Contract. 7.17 NJPA may terminate the Contract without cause by giving the Vendor sixty (60) days’ written notice of termination. Termination of the Contract without cause does not relieve either party of the financial, product, or service obligations incurred before the termination. 7.18 NJPA may immediately terminate any Contract without further obligation if any NJPA employee significantly involved in initiating, negotiating, securing, drafting, or creating the Contract on behalf of NJPA has colluded with any Proposer for personal gain. NJPA may also immediately cancel a Contract if it finds that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Vendor or any agent or representative of the Vendor, to any employee of NJPA. Such terminations are effective upon written notice from NJPA or at a later date designated in the notice. Termination of the Contract does not relieve either party of the financial, product, or service obligations incurred before the termination. 8 GENERAL TERMS AND CONDITIONS 8. ADVERTISING A CONTRACT RESULTING FROM THIS RFP 8.1 Proposer/Vendor must not advertise or publish information concerning this Contract before the award is announced by NJPA. Once the award is made, a Vendor is expected to advertise the awarded Contract to both current and potential NJPA Members. B. APPLICABLE LAW 8.2 [This section is intentionally blank.] 8.3 NJPA Compliance with Minnesota Procurement Law: NJPA has designed its procurement process to comply with best practices in the State of Minnesota. NJPA’s solicitation methods are also created to comply with many of the various requirements that our Members must satisfy in their own procurement processes. But these requirements may differ considerably and may change from time to time. So each NJPA Member must make its own determination whether NJPA’s solicitation process satisfies the procurement rules in the Member’s jurisdiction. 8.4 Governing law with respect to delivery and acceptance: All applicable portions of the Minnesota Uniform Commercial Code, all other applicable Minnesota laws, and the applicable laws and rules of delivery and inspection of the Federal Acquisition Regulations (FAR) laws will govern NJPA contracts resulting from this solicitation. 8.5 Jurisdiction: Any claims that arise against NJPA pertaining to this RFP, and any resulting contract that develops between NJPA and any other party, must be brought only in courts in Todd County in the State of Minnesota unless otherwise agreed to. 8.5.1 Purchase orders or other agreements created pursuant to a contract resulting from this solicitation must be construed in accordance with, and governed by, the laws of the issuing Member. Any claim arising from such a purchase order or agreement must be filed and venued in a court of competent jurisdiction of the Member unless otherwise agreed to. 8.6 through 8.7 [This section is intentionally blank.] 28 8.8 Indemnification: Each party is responsible for its own acts and is not responsible for the acts of the other party and the results thereof. NJPA’s liability is governed by the Minnesota Tort Claims Act (Minn. Stat. §3.736) and other applicable law. 8.9 Prevailing wage: The Vendor must comply with applicable prevailing wage legislation in effect in the jurisdiction of the NJPA Member. The Vendor must monitor the prevailing wage rates as established by the appropriate federal governmental entity during the term of this Contract and adjust wage rates accordingly. 8.10 Patent and copyright infringement: The Vendor agrees to indemnify and hold harmless NJPA and NJPA Members against any and all suits, claims, judgments, and costs instituted or recovered against the Vendor, NJPA, or NJPA Members by any person on account of the use or sale of any articles by NJPA or NJPA Members if the Vendor supplied such articles in violation of applicable patent or copyright laws. C. ASSIGNMENT OF CONTRACT 8.11 No right or interest in this Contract may be assigned or transferred by the Vendor without prior written permission by the NJPA. No delegation of any duty of the Vendor under this Contract may be made without prior written permission of the NJPA. NJPA will notify Members by posting approved assignments on the NJPA website (www.njpacoop.org). 8.12 If the original Vendor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor-in-interest must perform all obligations under this Contract. NJPA reserves the right to reject the acquiring entity as a Vendor. A change of name agreement will not change the contractual obligations of the Vendor. D. LIST OF PROPOSERS 8.13 NJPA will not maintain a list of interested proposers, nor will it automatically send RFPs to them. All interested proposers must request the RFP as a result of NJPA’s national solicitation advertisements. Because of the wide scope of the potential Members and qualified national suppliers, NJPA has determined this to be the best method of fairly soliciting proposals. E. CAPTIONS, HEADINGS, AND ILLUSTRATIONS 8.14 The captions, illustrations, headings, and subheadings in this RFP are for convenience and ease of understanding and in no way define or limit the scope or intent of this request. F. DATA PRACTICES 8.15 All materials submitted in response to this RFP become NJPA’s property and become public records (under Minn. Stat. §13.591) after the evaluation process is completed. If the Proposer submits information in response to this RFP that it requests to be classified as nonpublic information (as defined by the Minnesota Government Data Practices Act, Minn. Stat. §13.37), the Proposer must meet the following requirements. 8.15.1 The Proposer must make the request within thirty (30) days of the award/nonaward notification, and include the appropriate statutory justification. Pricing, marketing plans, and financial information is generally not redactable. The NJPA Legal Department will review the request to determine whether the information can be withheld or redacted. If NJPA determines that it must disclose the information upon a proper request for such information, NJPA will inform the Proposer of such determination. 8.15.2 The Proposer must defend any action seeking release of the materials that it believes to be nonpublic information, and it must indemnify and hold harmless NJPA, its agents, and employees, 29 from any judgments or damages awarded against NJPA in favor of the party requesting the materials, and any and all costs connected with that defense. This indemnification survives the term of any contract awarded under this RFP. In submitting a response to this RFP, the Proposer agrees that this indemnification survives as long as NJPA possesses the confidential information. 8.16 [This section is intentionally blank.] G. ENTIRE AGREEMENT 8.17 This Contract, as defined herein, constitutes the entire agreement between the parties to this Contract. A Contract resulting from this RFP is formed when the NJPA Board of Directors approves and signs the applicable Contract Award & Acceptance document (Form E). H. FORCE MAJEURE 8.18 Except for payments of sums due, neither party is liable to the other nor deemed in default under this Contract if and to the extent that such party’s performance of this Contract is prevented due to force majeure. The term “force majeure” means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence including, but not limited to, the following: acts of God, acts of the public enemy, war, riots, strikes, mobilization, labor disputes, civil disorders, fire, flood, snow, earthquakes, tornadoes or violent wind, tsunamis, wind shears, squalls, Chinooks, blizzards, hail storms, volcanic eruptions, meteor strikes, famine, sink holes, avalanches, lockouts, injunctions-intervention-acts, terrorist events or failures or refusals to act by government authority and/or other similar occurrences where such party is unable to prevent by exercising reasonable diligence. The force majeure is deemed to commence when the party declaring force majeure notifies the other party of the existence of the force majeure and is deemed to continue as long as the results or effects of the force majeure prevent the party from resuming performance in accordance with a Contract resulting from this RFP. Force majeure does not include late deliveries of products and services caused by congestion at a manufacturer’s plant or elsewhere, an oversold condition of the market, inefficiencies, or other similar occurrences. If either party is delayed at any time by force majeure, then the delayed party must (if possible) notify the other party of such delay within forty-eight (48) hours. 8.19 through 8.20 [These sections are intentionally blank.] I. LICENSES 8.21 The Vendor must maintain a valid status on all required federal, state, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with NJPA and NJPA Members. 8.22 All responding Proposers must be licensed (where required) and must have the authority to sell and distribute the offered products and services to NJPA and NJPA Members. Documentation of the required licenses and authorities, if applicable, should be included in the Proposer’s response to this RFP. J. MATERIAL SUPPLIERS AND SUB-CONTRACTORS 8.23 The awarded Vendor must supply the names and addresses of sourcing suppliers and sub-contractors as a part of the purchase order when requested by NJPA or an NJPA Member. K. NON-WAIVER OF RIGHTS 8.24 No failure of either party to exercise any power given to it hereunder, nor a failure to insist upon strict compliance by the other party with its obligations hereunder, nor a custom or practice of the parties at variance with the terms hereof, nor any payment under a Contract resulting from this RFP constitutes a waiver of either party’s right to demand exact compliance with the terms hereof. Failure by NJPA to take action or to assert any right hereunder does not constitute a waiver of such right. 30 L. PROTESTS OF AWARDS MADE 8.25 And protests must be filed with NJPA’s Executive Director and must be resolved in accordance with appropriate Minnesota rules. Protests will only be accepted from Proposers. A protest of an award or nonaward must be filed in writing with NJPA within ten (10) calendar days after the public notice or announcement of the award or nonaward. A protest must include the following items. 8.25.1 The name, address, and telephone number of the protester; 8.25.2 The original signature of the protester or its representative (you must document the authority of the representative); 8.25.3 Identification of the solicitation by RFP number; 8.25.4 Identification of the statute or procedure that is alleged to have been violated; 8.25.5 A precise statement of the relevant facts; 8.25.6 Identification of the issues to be resolved; 8.25.7 The aggrieved party’s argument and supporting documentation; 8.25.8 The aggrieved party’s statement of potential financial damages; and 8.25.9 A protest bond in the name of NJPA and in the amount of 10% of the aggrieved party’s statement of potential financial damages. M. SUSPENSION OR DISBARMENT STATUS 8.26 If within the past five (5) years, any firm, business, person or Proposer responding to an NJPA solicitation has been lawfully terminated, suspended, or precluded from participating in any public procurement activity with a federal, state, or local government or education agency, the Proposer must include a letter with its response setting forth the name and address of the public procurement unit, the effective date of the suspension or debarment, the duration of the suspension or debarment, and the relevant circumstances relating to the suspension or debarment. Any failure to supply such a letter or to disclose pertinent information may result in the termination of a Contract. By signing the proposal affidavit, the Proposer certifies that no current suspension or debarment exists. N. AFFIRMATIVE ACTION AND IMMIGRATION STATUS CERTIFICATION 8.27 An Affirmative Action Plan, Certificate of Affirmative Action, or other documentation regarding Affirmative Action may be required by NJPA or NJPA Members relating to a transaction from this RFP. Vendors must comply with any such requirements or requests. 8.28 Immigration Status Certification may be required by NJPA or NJPA Members relating to a transaction from this RFP. Vendors must comply with any such requirements or requests. O. SEVERABILITY 8.29 In the event that any of the terms of a Contract resulting from this RFP are in conflict with any rule, law, or statutory provision, or are otherwise unenforceable under the laws or regulations of any government or subdivision thereof, such terms will be deemed stricken from the Contract, but such invalidity or unenforceability shall not invalidate any of the other terms of an awarded Contract resulting from this RFP. P. RELATIONSHIP OF PARTIES 31 8.30 No Contract resulting from this RFP may be considered a contract of employment. The relationship between NJPA and an awarded Vendor is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. The parties neither intend the proposed Contract to create, nor is to be construed as creating, a partnership, joint venture, master-servant, principal-agent, or any other, relationship. Except as provided elsewhere in this RFP, neither party may be held liable for acts of omission or commission of the other party and neither party is authorized or has the power to obligate the other party by contract, agreement, warranty, representation, or otherwise in any manner whatsoever except as may be expressly provided herein. 9 FORMS [THE REST OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK.] 32 Form A PROPOSER QUESTIONNAIRE- General Business Information (Products, Pricing, Sector Specific, Services, Terms and Warranty are addressed on Form P) Proposer Name: ____________________________Questionnaire completed by: ________________________________ Please identify the person NJPA should correspond with from now through the Award process: Name: _____________________________________ E-Mail address: _______________________________________ Please answer the questions below using the Microsoft Word® version of this document. This allows NJPA evaluators to cut and paste your answers into a separate worksheet. Place your answer directly below each question. NJPA prefers a brief but thorough response to each question. Please do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; mark “NA” if the question does not apply to you (preferably with an explanation). Please create a response that is easy to read and understand. For example, you may consider using a different font and color to distinguish your answer from the questions. Company Information & Financial Strength 1) Provide the full legal name, mailing and email addresses, tax identification number, and telephone number for your business. 2) Provide a brief history of your company, including your company’s core values, business philosophy, and longevity in the SEWER VACUUM, HYDRO-EXCAVATION, AND STREET SWEEPER EQUIPMENT, WITH RELATED ACCESSORIES AND SUPPLIES industry. 3) Provide a detailed description of the products and services that you are offering in your proposal. 4) What are your company’s expectations in the event of an award? 5) Demonstrate your financial strength and stability with meaningful data. This could include such items as financial statements, SEC filings, credit and bond ratings, letters of credit, and detailed reference letters. 6) What is your US market share for the solutions that you are proposing? What is your Canadian market share, if any? 7) Has your business ever petitioned for bankruptcy protection? Please explain in detail. 8) How is your organization best described: is it a manufacturer, a distributor/dealer/reseller, or a service provider? Answer whichever question (either a) or b) just below) best applies to your organization. a) If your company is best described as a distributor/dealer/reseller (or similar entity), please provide your written authorization to act as a distributor/dealer/reseller for the manufacturer of the products proposed in this RFP. If applicable, is your dealer network independent or company owned? b) If your company is best described as a manufacturer or service provider, please describe your relationship with your sales and service force and with your dealer network in delivering the products and services proposed in this RFP. Are these individuals your employees, or the employees of a third party? 9) If applicable, provide a detailed explanation outlining the licenses and certifications that are both required to be held, and actually held, by your organization (including third parties and subcontractors that you use) in pursuit of the business contemplated by this RFP. 10) Provide all “Suspension or Disbarment” information that has applied to your organization during the past ten years. 11) Within this RFP category there may be subcategories of solutions. List subcategory titles that best describe your products and services. 33 Industry Recognition & Marketplace Success 12) Describe any relevant industry awards or recognition that your company has received in the past five years. 13) Supply three references/testimonials from your customers who are eligible for NJPA membership. At a minimum, please include the entity’s name, contact person, and phone number. 14) Provide a list of your top five governmental or educational customers (entity name is optional), including entity type, the state the entity is located in, scope of the projects, size of transactions, and dollar volumes from the past three years. 15) Indicate separately what percentages of your sales are to the government and education sectors in the past three years? 16) List any state or cooperative purchasing contracts that you hold. What is the annual sales volume for each of these contracts over the past three years? 17) List any GSA contracts that you hold. What is the annual sales volume for each of these contracts over the past three years? Proposer’s Ability to Sell and Deliver Service Nationwide 18) Describe your company’s capability to meet NJPA Member’s needs across the country. Your response should address at least the following areas. a) Sales force. b) Dealer network or other distribution methods. c) Service force. Please include details, such as the locations of your network of sales and service providers, the number of workers (full- time equivalents) involved in each sector, whether these workers are your direct employers (or employees of a third party), and any overlap between the sales and service functions. 19) Describe in detail the process and procedure of your customer service program, if applicable. Please include your response-time capabilities and commitments, as well as any incentives that help your providers meet your stated service goals or promises. 20) a) Identify any geographic areas of the United States that you will NOT be fully serving through the proposed contract. b) Identify any NJPA Member sectors (i.e., government, education, not-for-profit) that you will NOT be fully serving through the proposed contract. Please explain your answer. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? 21) Define any specific contract requirements or restrictions that would apply to our Members in Hawaii and Alaska and in US Territories. Marketing Plan 22) If you are awarded a contract, how will you train your sales management, dealer network, and direct sales teams (whichever apply) to ensure maximum impact? Please include how you will communicate your NJPA pricing and other contract detail to your sales force nationally. 23) Describe your marketing strategy for promoting this contract opportunity. Please include representative samples of your marketing materials in electronic format. 24) Describe your use of technology and digital data (e.g., social media, metadata usage) to enhance marketing effectiveness. 34 25) In your view, what is NJPA’s role in promoting contracts arising out of this RFP? How will you integrate an NJPA- awarded contract into your sales process? 26) Are your products or services available through an e-procurement ordering process? If so, describe your e-procurement system and how governmental and educational customers have used it. Value-Added Attributes 27) Describe any product, equipment, maintenance, or operator training programs that you offer to NJPA Members. Please include details, such as whether training is standard or optional, who provides training, and any costs that apply. 28) Describe any technological advances that your proposed products or services offer. 29) Describe any “green” initiatives that relate to your company or to your products or services, and include a list of the certifying agency for each. 30) Describe any Women or Minority Business Entity (WMBE) or Small Business Entity (SBE) accreditations that your company or hub partners have obtained. 31) What unique attributes does your company, your products, or your services offer to NJPA Members? What makes your proposed solutions unique in your industry as it applies to NJPA members? 32) Identify your ability and willingness to provide your products and services to NJPA member agencies in Canada. NOTE: Questions regarding Payment Terms, Warranty, Products/Equipment/Services, Pricing and Delivery, and Industry Specific Items are addressed on Form P. Signature: __________________________________________________________ Date: ________________________ 35 Form B PROPOSER INFORMATION Company Name: _________________________________________________________________________ Address: ________________________________________________________________________________ City/State/Zip: ___________________________________________________________________________ Phone: _____________________________________ Fax: ____________________________________ Toll-Free Number: ___________________________ E-mail: __________________________________ Website Address: _______________________________________________________________________________ COMPANY PERSONNEL CONTACTS Authorized signer for your organization Name: _________________________________________________________________________________ Email: _________________________________________________Phone: ___________________________________ The person identified here must have proper signing authority to sign the “Proposer’s Assurance of Compliance” on behalf of the Proposer. Who prepared your RFP response? Name:__________________________________________________Title:______________________________________ Email: _________________________________________________Phone:_____________________________________ Who is your company’s primary contact person for this proposal? Name: _________________________________________Title:______________________________________ Email: _________________________________________Phone:_____________________________________ Other important contact information Name: _________________________________________Title:______________________________________ Email: _________________________________________Phone:_____________________________________ Name: _________________________________________Title:______________________________________ Email: _________________________________________Phone:_____________________________________ 36 Form C EXCEPTIONS TO PROPOSAL, TERMS, CONDITIONS, AND SOLUTIONS REQUEST Company Name: _____________________________________________________________________________ Any exceptions to the terms, conditions, specifications, or proposal forms contained in this RFP must be noted in writing and included with the Proposer’s response. The Proposer acknowledges that the exceptions listed may or may not be accepted by NJPA or included in the final contract. NJPA will make reasonable efforts to accommodate the listed exceptions and may clarify the exceptions in the appropriate section below. Section/page Term, Condition, or Specification Exception NJPA ACCEPTS Proposer’s Signature: ______________________________________________________ Date: ________________ NJPA’s clarification on exceptions listed above: 37 Contract Award RFP #122017 FORM D Formal Offering of Proposal (To be completed only by the Proposer) SEWER VACUUM, HYDRO-EXCAVATION, AND STREET SWEEPER EQUIPMENT, WITH RELATED ACCESSORIES AND SUPPLIES In compliance with the Request for Proposal (RFP) for SEWER VACUUM, HYDRO-EXCAVATION, AND STREET SWEEPER EQUIPMENT, WITH RELATED ACCESSORIES AND SUPPLIES, the undersigned warrants that the Proposer has examined this RFP and, being familiar with all of the instructions, terms and conditions, general and technical specifications, sales and service expectations, and any special terms, agrees to furnish the defined products and related services in full compliance with all terms and conditions of this RFP, any applicable amendments of this RFP, and all Proposer’s response documentation. The Proposer further understands that it accepts the full responsibility as the sole source of solutions proposed in this RFP response and that the Proposer accepts responsibility for any subcontractors used to fulfill this proposal. Company Name: _______________________________ Date: ___________________________________________ Company Address: _______________________________________________________________________________ City:_________________________________________ State: ____________ Zip: __________________________ CAGE Code/Duns & Bradstreet Number:____________________________ Contact Person: ________________________________ Title: ___________________________________________ Authorized Signature: ____________________________________________________________________________ (Name printed or typed) 38 Form E Contract Acceptance and Award (To be completed only by NJPA) NJPA #122017 ______________________________________________________ ___________________________________________________________________ Proposer’s full legal name Your proposal is hereby accepted, and a Contract is awarded. As an awarded Proposer, you are now bound to provide the defined products and services contained in your proposal offering according to all terms, conditions, and pricing set forth in this RFP, any amendments to this RFP, your response, and any exceptions accepted by NJPA. The effective start date of the Contract will be ___________________________, 20________ and continue until- _________________________ (no later than the later of four years from the expiration date of the currently awarded contract or four years from the NJPA Board’s contract award date). This contract may be extended for a fifth year at NJPA’s discretion. National Joint Powers Alliance® (NJPA) NJPA Authorized signature: ________________________________ _______________________________________ NJPA Executive Director (Name printed or typed) Awarded this _______ day of_________________________, 20___________ NJPA Contract Number #122017 NJPA Authorized signature: ________________________________ ________________________________________ NJPA Board Member (Name printed or typed) Executed this ______ day of __________________________, 20___________ NJPA Contract Number #122017 The Proposer hereby accepts this Contract award, including all accepted exceptions and NJPA clarifications. Vendor Name ____________________________________________ Vendor Authorized signature: _______________________________ __________________________________ (Name printed or typed) Title: _____________________________________________________________ Executed this _____________ day of ___________________, 20___________ NJPA Contract Number #122017 39 Form F PROPOSER ASSURANCE OF COMPLIANCE Proposal Affidavit Signature Page PROPOSER’S AFFIDAVIT The undersigned, authorized representative of the entity submitting the foregoing proposal (the “Proposer”), swears that the following statements are true to the best of his or her knowledge. 1. The Proposer is submitting its proposal under its true and correct name, the Proposer has been properly originated and legally exists in good standing in its state of residence, the Proposer possesses, or will possess before delivering any products and related services, all applicable licenses necessary for such delivery to NJPA members agencies. The undersigned affirms that he or she is authorized to act on behalf of, and to legally bind the Proposer to the terms in this Contract. 2. The Proposer, or any person representing the Proposer, has not directly or indirectly entered into any agreement or arrangement with any other vendor or supplier, any official or employee of NJPA, or any person, firm, or corporation under contract with NJPA, in an effort to influence the pricing, terms, or conditions relating to this RFP in any way that adversely affects the free and open competition for a Contract award under this RFP. 3. The Proposer has examined and understands the terms, conditions, scope, contract opportunity, specifications request, and other documents in this solicitation and affirms that any and all exceptions have been noted in writing and have been included with the Proposer’s RFP response. 4. The Proposer will, if awarded a Contract, provide to NJPA Members the /products and services in accordance with the terms, conditions, and scope of this RFP, with the Proposer-offered specifications, and with the other documents in this solicitation. 5. The Proposer agrees to deliver products and services through valid contracts, purchase orders, or means that are acceptable to NJPA Members. Unless otherwise agreed to, the Proposer must provide only new and first-quality products and related services to NJPA Members under an awarded Contract. 6. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders. 7. The Proposer understands that NJPA will reject RFP proposals that are marked “confidential” (or “nonpublic,” etc.), either substantially or in their entirety. Under Minnesota Statute §13.591, Subd. 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals generally become public data. Minnesota Statute §13.37 permits only certain narrowly defined data to be considered a “trade secret,” and thus nonpublic data under Minnesota’s Data Practices Act. 8. The Proposer understands that it is the Proposer’s duty to protect information that it considers nonpublic, and it agrees to defend and indemnify NJPA for reasonable measures that NJPA takes to uphold such a data designation. [The rest of this page has been left intentionally blank. Signature page below] 40 By signing below, Proposer is acknowledging that he or she has read, understands, and agrees to comply with the terms and conditions specified above. Company Name: Address: ____________________________________________________________________________________ City/State/Zip: _______________________________________________________________________________ Telephone Number: ______________________________________________________________ E-mail Address:______________________________________________________________________________ Authorized Signature: _________________________________________________________________________ Authorized Name (printed): ______________________________________________________________________ Title: _______________________________________________________________________________________ Date: _______________________________________________________________________________________ Notarized Subscribed and sworn to before me this ______________ day of ___________________, 20______________ Notary Public in and for the County of __________________________________________ State of __________ My commission expires: _______________________________________________________________________ Signature: __________________________________________________________________________________ 41 Form G OVERALL EVALUATION AND CRITERIA For the Proposed Subject SEWER VACUUM, HYDRO-EXCAVATION, AND STREET SWEEPER EQUIPMENT, WITH RELATED ACCESSORIES AND SUPPLIES Conformance to RFP Terms and Conditions 50 Financial Viability and Marketplace Success 75 Ability to Sell and Deliver Service Nationwide 100 Marketing Plan 50 Value-Added Attributes 75 Warranty 50 Depth and Breadth of Offered Products and Related Services 200 Pricing 400 TOTAL POINTS 1000 Reviewed by: _________________________________________ Its_________________________________ _________________________________________Its_________________________________ 42 Form P PROPOSER QUESTIONNAIRE Payment Terms, Warranty, Products and Services, Pricing and Delivery, and Industry-Specific Questions Proposer Name: _________________________________________________________________________ Questionnaire completed by: ______________________________________________________________ Payment Terms and Financing Options 1) What are your payment terms (e.g., net 10, net 30)? 2) Do you provide leasing or financing options, especially those options that schools and governmental entities may need to use in order to make certain acquisitions?. 3) Briefly describe your proposed order process. Please include enough detail to support your ability to report quarterly sales to NJPA. For example, indicate whether your dealer network is included in your response and whether each dealer (or some other entity) will process the NJPA Members’ purchase orders. 4) Do you accept the P-card procurement and payment process? If so, is there any additional cost to NJPA Members for using this process? Warranty 5) Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may include in your response a copy of your warranties, but at a minimum please also answer the following questions. Do your warranties cover all products, parts, and labor? Do your warranties impose usage restrictions or other limitations that adversely affect coverage? Do your warranties cover the expense of technicians’ travel time and mileage to perform warranty repairs? Are there any geographic regions of the United States for which you cannot provide a certified technician to perform warranty repairs? How will NJPA Members in these regions be provided service for warranty repair? Will you cover warranty service for items made by other manufacturers that are part of your proposal, or are these warranties issues typically passed on to the original equipment manufacturer? What are your proposed exchange and return programs and policies? 6) Describe any service contract options for the items included in your proposal. Pricing, Delivery, Audits, and Administrative Fee 7) Provide a general narrative description of the equipment/products and related services you are offering in your proposal. 8) Describe your pricing model (e.g., line-item discounts or product-category discounts). Provide detailed pricing data (including standard or list pricing and the NJPA discounted price) on all of the items that you want NJPA to consider as part of your RFP response. Provide a SKU for each item in your proposal. (Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract. See the body of the RFP and the Price and Product Change Request Form for more detail.) 43 9) Please quantify the discount range presented in this response. For example, indicate that the pricing in your response represents is a 50% percent discount from the MSRP or your published list. 10) The pricing offered in this proposal is ________a. the same as the Proposer typically offers to an individual municipality, university, or school district. ________b. the same as the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments. _________c. better than the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments. ________d. other than what the Proposer typically offers (please describe). 11) Describe any quantity or volume discounts or rebate programs that you offer. 12) Propose a method of facilitating “sourced” products or related services, which may be referred to as “open market” items or “nonstandard options”. For example, you may supply such items “at cost” or “at cost plus a percentage,” or you may supply a quote for each such request. 13) Identify any total cost of acquisition costs that are NOT included in the pricing submitted with your response. This cost includes all additional charges that are not directly identified as freight or shipping charges. For example, list costs for items like installation, set up, mandatory training, or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer. 14) If delivery or shipping is an additional cost to the NJPA Member, describe in detail the complete shipping and delivery program. 15) Specifically describe those shipping and delivery programs for Alaska, Hawaii, Canada, or any offshore delivery. 16) Describe any unique distribution and/or delivery methods or options offered in your proposal. 17) Please specifically describe any self-audit process or program that you plan to employ to verify compliance with your proposed Contract with NJPA. This process includes ensuring that NJPA Members obtain the proper pricing, that the Vendor reports all sales under the Contract each quarter, and that the Vendor remits the proper administrative fee to NJPA. 18) Identify a proposed administrative fee that you will pay to NJPA for facilitating, managing, and promoting the NJPA Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor’s sales under the Contract or as a per-unit fee; it is not a line-item addition to the Member’s cost of goods. (See RFP Section 6.29 and following for details.) Industry-Specific Questions 19) Describe the top three market differentiators of your products/services relative to the industry. 20) Identify how your products, services and supplies address the scope of this RFP. Signature: ___________________________________________________________Date: _______________________ 44 10 PRE-SUBMISSION CHECKLIST Check when Completed Contents of Your Bid Proposal Hard Copy Required Signed and Dated Electronic Copy Required ‐ CD or Flash Drive Form A: Proposer Questionnaire with all questions answered completely X ‐ signature page only X Form B: Proposer Information X Form C: Exceptions to Proposal, Terms, Conditions, and Solutions Request X X Form D: Formal Offering of Proposal X X Form E. Contract Acceptance and Award X Form F: Proposers Assurance of Compliance X X Form P: Proposer Questionnaire with all questions answered completely X‐signature page only X Certificate of Insurance with $1.5 million coverage X X Copy of all RFP Addendums issued by NJPA X X Pricing for all Products/Equipment/Services within the RFP being proposed X Entire Proposal submittal including signed documents and forms. X All forms in the Hard Copy Required Signed and Dated should be inserted in the front of the submitted response, unbound. Package containing your proposal labeled and sealed with the following language: "Competitive Proposal Enclosed, Hold for Public Opening XX‐XX‐XXXX" Response Package mailed and delivered prior to deadline to: NJPA, 202 12th St NE, Staples, MN 56479 45 11 NJPA VENDOR PRICE AND PRODUCT CHANGE REQUEST FORM Section 1. Instructions for Vendor Requests for product or service changes, additions, or deletions will be considered at any time throughout the awarded contract term. All requests must be made in wr iting by completing sections 2, 3, and 4 of this NJPA Price and Product Change Request Form and signed by an authorized Vendor representative in section 5. All changes are subject to review by the NJPA Contracts & Compliance Manager and to approval by NJPA’s Chief Procurement Officer. Submit request through email to your assigned NJPA Contract Administrator. NJPA will determine whether the request is 1) within the scope of the original RFP, and 2) in the best interests of NJPA and NJPA Members. Approved Price and Product Change Request Forms will be signed and emailed to the Vendor contact. The Vendor must complete this change request form and individually list or attach all items or services subject to change, must provide sufficiently detailed explanation and documentation for the change, and must include a complete restatement of pricing documentation in an appropriate format (preferably Microsoft® Excel®). The pricing document must identify all products and services being offered and must conform to the following NJPA product/price change naming convention: (Vendor Name) (NJPA Contract #) (effective pricing date); for example, “Acme Widget Company #012416-AWC eff. 01-01-2017.” NOTE: New pricing restatements must include all products and services offered regardless of whether their prices have changed and must include a new “effective date” on the pricing documents. This requirement reduces confusion by providing a single, current pricing sheet for each Vendor and creates a historical record of pricing. ADDITIONS. New products and related services may be added to a contract if such additions are within the scope of the original RFP. DELETIONS. New products and related services may be deleted from a contract if, for example, they are no longer available or have been modified to a point where they are outside the scope of the RFP. PRICE CHANGES: Vendors may request price changes if they provide sufficient rationale for the change. For example, a Vendor that manufactures products that require substantial petroleum-related material might request a 3% price increase because of a 20% increase in petroleum costs. Price decreases: NJPA expects Vendors to propose their very best prices and anticipates that price reductions might occur because of improved technologies or marketplace efficiencies. Price increases: Acceptable price increases typically result from specific Vendor cost increases. The Vendor must include reasonable justification for the price increase and must not, for example, offer merely generalized statements about an increase in a cost-of-living index. Appropriate documentation should be attached to this form, including such items as letters from suppliers announcing price increases. Refer to the RFP for complete “Pricing” details. Section 2. Vendor Name and Type of Change Request CHECK ALL CHANGES THAT APPLY: AWARDED VENDOR NAME: ☐ Adding Products/Services vices ☐ Deleting Products/Services ☐ Price Increase NJPA CONTRACT NUMBER: ☐ Price Decrease 46 Section 3. Detailed Explanation of Need for Changes List the products and/or services that are changing or being added or deleted from the previous contract price list, along with the percentage change for each item or category. (Attach a separate, detailed document if changing more than 10 items.) Provide a general statement and documentation explaining the reasons for these price and/or product changes. EXAMPLES: 1) “All pricing for paper products and services are increased 5% because of increased raw material and transportation costs (see attached documentation of fuel and raw materials increase).” 2) “The 6400 series floor polisher is being added to the product list as a new model, replacing the 5400 series. The 6400 series 3% increase reflects technological changes that improve the polisher’s efficiency and useful life. The 5400 series is now included in the “Hot List” at a 20% discount from the previous pricing until the remaining inventory is liquidated.” If adding products, state how these are within the scope of the original RFP. If changing prices or adding products or services, state how the pricing is consistent with existing NJPA contract pricing. 47 Section 4. Complete Restatement of Pricing Submitted A COMPLETE restatement of the pricing, including all new and existing products and services is attached and has been emailed to the Vendor’s Contract Administrator. ☐ Yes ☐ No Section 5. Signatures __________________________________________________________ ________________________ Vendor Authorized Signature Date ____________________________________________ Print Name and Title of Authorized Signer __________________________________________________________ _________________________ Jeremy Schwartz, NJPA Director of Cooperative Contracts and Procurement/CPO Date 48 Appendix A NJPA The National Joint Powers Alliance® (NJPA), on behalf of NJPA and its current and potential Member agencies, which includes all governmental, higher education, K-12 education, not-for-profit, tribal governmental, and all other public agencies located in all fifty states, Canada, and internationally, issues this Request For Proposal (RFP) to result in a national contract solution. For your reference, the links below include some, but not all, of the entities included in this proposal. http://www.usa.gov/Agencies/Local_Government/Cities.shtml http://nces.ed.gov/globallocator/ https://harvester.census.gov/imls/search/index.asp http://nccsweb.urban.org/PubApps/search.php http://www.usa.gov/Government/Tribal-Sites/index.shtml http://www.usa.gov/Agencies/State-and-Territories.shtml http://www.nreca.coop/about-electric-cooperatives/member-directory/ Oregon Hawaii Washington Appendix B - Political Subdivision List for HI, ID, OR, SC, UT, WA Hawaii Idaho Oregon South Carolina Utah Washington County County County County County County Hawaii County Ada County Baker County Abbeville County Beaver County Adams County Kauai County Adams County Benton County Aiken County Box Elder County Asotin County Maui County Bannock County Central Oregon Intergovernmental Council Allendale County Cache County Benton County Municipality Bear Lake County Clackamas County Anderson County Carbon County Chelan County City and County of Honolulu Benewah County Clackamas County Service District No. 1 Bamberg County Daggett County Clallam County Higher Education Bingham County Clatsop County Barnwell County Davis County Clark County Hawaii Community College Blaine County Columbia County Beaufort County Duchesne County Columbia County Honolulu Community College Boise County Coos County Berkeley County Duchesne County Special Service District No. 2 Cowlitz County University of Hawaii Bonner County Crook County Calhoun County Emery County Douglas County University of Hawaii Research Corporation Bonneville County Curry County Catawba Regional Council of Governments Five County Association of Governments Ferry County Windward Community College Boundary County Deschutes County Central Midlands Council of Governments Garfield County Franklin County Education (K-12)Butte County Douglas County Charleston County Grand County Garfield County Hanalani Schools Camas County Gilliam County Cherokee County Iron County Grant County Kamehameha Schools Canyon County Grant County Chester County Juab County Grays Harbor County Special District Caribou County Harney County Chesterfield County Kane County Island County Hawaii Community Development Authority Cassia County Hood River County Clarendon County Millard County Jefferson County Hawaii Public Housing Authority Clark County Jackson County Colleton County Morgan County King County Hawaii Tourism Authority Clearwater County Jefferson County Darlington County Piute County King County Directors' Association Honolulu Authority for Rapid Transportation Custer County Josephine County Dillon County Rich County Kitsap County Natural Energy Laboratory of Hawaii Authority Elmore County Klamath County Dorchester County Salt Lake County Kittitas County State Franklin County Lake County Edgefield County San Juan County Klickitat County Hawaii Department of Accounting and General Services Fremont County Lane Council of Governments Fairfield County Sanpete County Lewis County Hawaii Department of Finance and Administration Gem County Lane County Florence County Sevier County Lincoln County Hawaii Department of Health Gooding County Lincoln County Georgetown County Summit County Mason County Hawaii Employer-Union Health Benefits Trust Fund Idaho County Linn County Greenville County Tooele County Okanogan County Hawaii Health Systems Corporation Jefferson County Malheur County Greenwood County Uintah County Pacific County State Of Hawaii Jerome County Marion County Hampton County Utah County Pend Oreille County Kootenai County Marion County Housing Authority Horry County Wasatch County Pierce County Latah County Morrow County Jasper County Washington County San Juan County Lemhi County Multnomah County Kershaw County Wayne County Skagit County Lewis County Polk County Lancaster County Weber County Skamania County Lincoln County Sherman County Laurens County Municipality Snohomish County Madison County Tillamook County Lee County Centerfield City Spokane County Minidoka County Umatilla County Lexington County City of Alpine City Stevens County Nez Perce County Union County Lower Savannah Council of Governments City of American Fork Thurston County Oneida County Wallowa County Marion County City of Aurora Thurston Regional Planning Council Owyhee County Wasco County Marlboro County City of Ballard Wahkiakum County Payette County Washington County McCormick County City of Beaver Walla Walla County Power County Wheeler County Newberry County City of Blanding Whatcom County Shoshone County Yamhill County Oconee County City of Bluffdale Whitman County Teton County Municipality Orangeburg County City of Bountiful Yakima County Twin Falls County City of Adair Village Pickens County City of Brigham Yakima County Public Services Valley County City of Adrian Richland County City of Castle Dale Yakima Valley Conference of Governments Washington County City of Albany Saluda County City of Cedar City Municipality Municipality City of Amity Spartanburg County City of Cedar Hills City of Aberdeen City of Aberdeen City of Arlington Sumter County City of Centerville City of Airway Heights City of Albion City of Ashland Union County City of Clearfield City of Algona City of American Falls City of Astoria Williamsburg County City of Clinton City of Anacortes City of Ammon City of Athena York County City of Coalville City of Arlington City of Arco City of Aumsville Municipality City of Colorado City City of Asotin City of Arimo City of Aurora City of Abbeville City of Corinne City City of Auburn City of Ashton City of Baker City City of Aiken City of Cottonwood Heights City of Bainbridge Island City of Athol City of Bandon City of Anderson City of Delta City of Battle Ground City of Atomic City City of Banks City of Barnwell City of Draper City of Bellevue City of Bancroft City of Bay City City of Beaufort City of Duchesne City of Bellingham City of Bellevue City of Beaverton City of Belton City of East Carbon City of Benton City City of Blackfoot City of Bend City of Bennettsville City of Elk Ridge City of Bingen City of Bliss City of Boardman City of Bishopville City of Elmo City of Black Diamond City of Bloomington City of Brookings City of Camden City of Enoch City of Blaine City of Boise City of Brownsville City of Cayce City of Enterprise City of Bonney Lake City of Bonners Ferry City of Burns City of Charleston City of Ephraim City of Bothell City of Bovill City of Canby City of Chesnee City of Escalante City of Bremerton City of Buhl City of Cannon Beach City of Chester City of Eureka City of Brewster City of Burley City of Canyonville City of Clemson City of Fairview City of Bridgeport City of Caldwell City of Carlton City of Clinton City of Farmington City of Brier City of Cambridge City of Cascade Locks City of Columbia City of Farr West City of Buckley City of Carey City of Cave Junction City of Conway City of Ferron City of Burien City of Cascade City of Central Point City of Darlington City of Fillmore City of Burlington City of Castleford City of Chiloquin City of Denmark City of Fountain Green City of Camas City of Challis City of Clatskanie City of Dillon City of Fruit Heights City of Carnation City of Chubbuck City of Coburg City of Easley City of Garland City of Cashmere City of Clayton City of Columbia City City of Florence City of Grantsville City of Castle Rock City of Clifton City of Condon City of Folly Beach City of Green River City of Centralia City of Coeur d'Alene City of Coos Bay City of Forest Acres City of Gunnison City of Chehalis City of Council City of Coquille City of Fountain Inn City of Harrisville City of Chelan City of Craigmont City of Cornelius City of Gaffney City of Heber City City of Cheney City of Crouch City of Corvallis City of Georgetown City of Helper City City of Chewelah City of Culdesac City of Cottage Grove City of Goose Creek City of Herriman City of Clarkston City of Dalton Gardens City of Cove City of Greenville City of Highland City of Cle Elum City of Dayton City of Creswell City of Greenwood City of Hildale City of Clyde Hill City of Deary City of Culver City of Greer City of Holladay City of Colfax City of Dietrich City of Dallas City of Hanahan City of Honeyville City of College Place City of Donnelly City of Damascus City of Hardeeville City of Hooper City of Colville Appendix B Page 1 of 14 Hawaii Idaho Oregon South Carolina Utah Washington City of Dover City of Dayton City of Hartsville City of Huntington City of Connell City of Downey City of Dayville City of Inman City of Hurricane City of Cosmopolis City of Driggs City of Depoe Bay City of Isle of Palms City of Hyde Park City of Covington City of Dubois City of Detroit City of Johnsonville City of Hyrum City of Davenport City of Eagle City of Donald City of Lake City City of Ivins City of Dayton City of Eden City of Drain City of Lancaster City of Kamas City of Deer Park City of Elk River City of Dundee City of Landrum City of Kanab City of Des Moines City of Emmett City of Dunes City City of Laurens City of Kaysville City of DuPont City of Fairfield City of Durham City of Liberty City of La Verkin City of Duvall City of Fernan Lake Village City of Eagle Point City of Loris City of Layton City of East Wenatchee City of Filer City of Echo City of Manning City of Lehi City of Edgewood City of Firth City of Elgin City of Marion City of Lewiston City of Edmonds City of Franklin City of Enterprise City of Mauldin City of Lindon City of Electric City City of Fruitland City of Estacada City of Mullins City of Logan City of Ellensburg City of Garden City City of Eugene City of Myrtle Beach City of Manti City of Elma City of Genesee City of Fairview City of New Ellenton City of Mapleton City of Entiat City of Georgetown City of Falls City City of Newberry City of Marriott-Slaterville City of Enumclaw City of Glenns Ferry City of Florence City of North Augusta City of Mendon City of Ephrata City of Gooding City of Forest Grove City of North Charleston City of Midvale City of Everett City of Grace City of Fossil City of North Myrtle Beach City of Midway City of Everson City of Grand View City of Garibaldi City of Orangeburg City of Milford City of Federal Way City of Grangeville City of Gaston City of Pickens City of Millville City of Ferndale City of Greenleaf City of Gates City of Rock Hill City of Moab City of Fife City of Hagerman City of Gearhart City of Seneca City of Mona City of Fircrest City of Hailey City of Gervais City of Simpsonville City of Monroe City of Forks City of Hansen City of Gladstone City of Spartanburg City of Monticello City of George City of Harrison City of Glendale City of Sumter City of Morgan City of Gig Harbor City of Hayden City of Gold Beach City of Tega Cay City of Moroni City of Gold Bar City of Hazelton City of Gold Hill City of Travelers Rest City of Mt. Pleasant City City of Goldendale City of Heyburn City of Grants Pass City of Union City of Murray City of Grand Coulee City of Hollister City of Greenhorn City of Walhalla City of Myton City of Grandview City of Homedale City of Gresham City of Walterboro City of Naples City of Granger City of Hope City of Haines City of Wellford City of Nephi City of Granite Falls City of Horseshoe Bend City of Halfway City of West Columbia City of Nibley City of Harrington City of Huetter City of Halsey City of Westminster City of North Logan City of Hoquiam City of Idaho City City of Happy Valley City of Woodruff City of North Ogden City of Ilwaco City of Idaho Falls City of Harrisburg City of York City of North Salt Lake City of Issaquah City of Inkom City of Helix Town of Allendale City of Oakley City of Kahlotus City of Island Park City of Heppner Town of Andrews City of Ogden City of Kalama City of Jerome City of Hermiston Town of Atlantic Beach City of Orangeville City of Kelso City of Juliaetta City of Hillsboro Town of Awendaw City of Orem City of Kenmore City of Kamiah City of Hines Town of Aynor City of Panguitch City of Kennewick City of Kellogg City of Hood River Town of Batesburg-Leesville City of Park City City of Kent City of Kendrick City of Hubbard Town of Bethune City of Parowan City of Kettle Falls City of Ketchum City of Huntington Town of Blacksburg City of Payson City of Kirkland City of Kimberly City of Idanha Town of Blackville City of Perry City of Kittitas City of Kooskia City of Imbler Town of Blenheim City of Plain City City of La Center City of Kuna City of Independence Town of Bluffton City of Pleasant Grove City of Lacey City of Lapwai City of Irrigon Town of Blythewood City of Pleasant View City of Lake Forest Park City of Lava Hot Springs City of Island City Town of Bowman City of Price City of Lake Stevens City of Lewiston City of Jacksonville Town of Branchville City of Providence City of Lakewood City of Mackay City of Jefferson Town of Briarcliffe Acres City of Provo City of Langley City of Malad City City of John Day Town of Brunson City of Richfield City of Leavenworth City of Marsing City of Johnson City Town of Calhoun Falls City of Richmond City of Liberty Lake City of McCall City of Joseph Town of Cameron City of River Heights City of Long Beach City of McCammon City of Junction City Town of Campobello City of Riverdale City of Longview City of Melba City of Keizer Town of Central City of Riverton City of Lynden City of Menan City of King City Town of Chapin City of Roosevelt City of Lynnwood City of Meridian City of Klamath Falls Town of Cheraw City of Roy City of Mabton City of Middleton City of La Grande Town of Chesterfield City of Salem City of Maple Valley City of Midvale City of La Pine Town of Clio City of Salina City of Marysville City of Moscow City of Lafayette Town of Clover City of Salt Lake City City of Mattawa City of Mountain Home City of Lake Oswego Town of Cottageville City of Sandy City of McCleary City of Mullan City of Lakeside Town of Coward City of Santa Clara City of Medical Lake City of Murtaugh City of Lebanon Town of Cowpens City of Santaquin City of Medina City of Nampa City of Lincoln City Town of Denmark City of Saratoga Springs City of Mercer Island City of New Meadows City of Lonerock Town of Donalds City of Smithfield City City of Mesa City of New Plymouth City of Lostine Town of Due West City of South Jordan City of Mill Creek City of Newdale City of Lowell Town of Duncan City of South Ogden City of Milton City of Nezperce City of Lyons Town of Eastover City of South Salt Lake City City of Monroe City of Notus City of Madras Town of Edgefield City of South Weber City of Montesano City of Orofino City of Malin Town of Edisto Beach City of Spanish Fork City of Morton City of Osburn City of Manzanita Town of Ehrhardt City of Spring City City of Moses Lake City of Parker City of Maupin Town of Elgin City of Springville City of Mossyrock City of Parma City of McMinnville Town of Elloree City of St. George City of Mountlake Terrace City of Paul City of Medford Town of Estill City of Sunnyside City of Moxee City of Payette City of Metolius Town of Eutawville City of Sunset City of Mt. Vernon City of Pierce City of Mill City Town of Fairfax City of Syracuse City of Mukilteo City of Pinehurst City of Millersburg Town of Ft. Mill City of Taylorsville City of Napavine City of Plummer City of Milton-Freewater Town of Furman City of Tooele City of Newcastle City of Pocatello City of Milwaukie Town of Gaston City of Toquerville City of Newport City of Ponderay City of Molalla Town of Gifford City of Tremonton City of Nooksack City of Post Falls City of Monmouth Town of Gilbert City of Tropic City of Normandy Park City of Potlatch City of Monroe Town of Govan City of Uintah City of North Bend City of Preston City of Monument Town of Gray Court City of Vernal City of North Bonneville City of Priest River City of Moro Town of Great Falls City of Washington City of Oak Harbor City of Rathdrum City of Mosier Town of Greeleyville City of Washington Terrace City of Oakville City of Reubens City of Mt. Angel Town of Hampton City of Wellington City of Ocean Shores City of Rexburg City of Mt. Vernon Town of Harleyville City of Wellsville City of Okanogan City of Richfield City of Myrtle Creek Town of Heath Springs City of Wendover City of Olympia City of Rigby City of Myrtle Point Town of Hemingway City of West Bountiful City of Omak City of Riggins City of Nehalem Town of Hilda City of West Haven City City of Oroville City of Ririe City of Newberg Town of Hilton Head Island City of West Jordan City of Orting City of Roberts City of Newport Town of Hodges City of West Point City of Othello Appendix B Page 2 of 14 Hawaii Idaho Oregon South Carolina Utah Washington City of Rockland City of North Bend Town of Holly Hill City of West Valley City City of Pacific City of Rupert City of North Plains Town of Hollywood City of Willard City of Palouse City of Salmon City of North Powder Town of Honea Path City of Woodland Hills City of Pasco City of Sandpoint City of Nyssa Town of Irmo City of Woods Cross City of Pateros City of Shelley City of Oakland Town of Iva Town of Alta City of Pomeroy City of Shoshone City of Oakridge Town of Jackson Town of Altamont City of Port Angeles City of Smelterville City of Ontario Town of James Island Town of Alton City of Port Orchard City of Soda Springs City of Oregon City Town of Jamestown Town of Amalga City of Port Townsend City of Spirit Lake City of Paisley Town of Jefferson Town of Annabella City of Poulsbo City of St. Anthony City of Pendleton Town of Jenkinsville Town of Antimony City of Prosser City of St. Charles City of Philomath Town of Johnston Town of Apple Valley City of Pullman City of Stanley City of Phoenix Town of Jonesville Town of Ballard City of Puyallup City of Star City of Pilot Rock Town of Kershaw Town of Bear River City City of Quincy City of Stites City of Port Orford Town of Kiawah Island Town of Bicknell City of Rainier City of Sugar City City of Portland Town of Kingstree Town of Big Water City of Raymond City of Sun Valley City of Powers Town of Lake View Town of Boulder City of Redmond City of Tensed City of Prairie City Town of Lamar South Carolina Town of Brian Head City of Renton City of Tetonia City of Prineville Town of Lane Town of Bryce Canyon City City of Republic City of Troy City of Rainier Town of Latta Town of Cannonville City of Richland City of Twin Falls City of Redmond Town of Lexington Town of Castle Valley City of Ridgefield City of Ucon City of Reedsport Town of Lincolnville Town of Cedar Fort City of Ritzville City of Victor City of Richland Town of Little Mountain Town of Centerfield City of Rock Island City of Wallace City of Riddle Town of Lockhart Town of Central Valley City of Roslyn City of Weippe City of Rockaway Beach Town of Lyman Town of Circleville City of Roy City of Weiser City of Rogue River Town of Lynchburg Town of Clarkston City of Royal City City of Wendell City of Roseburg Town of Mayesville Town of Clawson City of Sammamish City of Weston City of Rufus Town of McBee Town of Cleveland City of SeaTac City of White Bird City of Salem Town of McClellanville Town of Cornish City of Seattle City of Wilder City of Sandy Town of McColl Town of Daniel City of Sedro-Woolley City of Winchester City of Scappoose Town of McCormick Town of Deweyville City of Selah Higher Education City of Scio Town of Meggett Town of Eagle Mountain City of Sequim Boise State University City of Scotts Mills Town of Moncks Corner Town of Elmo City of Shelton College of Southern Idaho City of Seaside Town of Mt. Pleasant Town of Elsinore City of Shoreline College of Western Idaho City of Seneca Town of Neeses Town of Elwood City of Snohomish Eastern Idaho Technical College City of Shady Cove Town of New Ellenton Town of Emery City of Snoqualmie Idaho Division of Professional Technical Education City of Sheridan Town of Nichols Town of Fairfield City of Soap Lake Idaho State University City of Sherwood Town of Ninety Six Town of Francis City of South Bend Lewis-Clark State College City of Siletz Town of Norris Town of Garden City City of Spokane North Idaho College City of Silverton Town of North Town of Genola City of Spokane Valley University of Idaho City of Sisters Town of Norway Town of Glendale City of Sprague Education (K-12)City of Sodaville Town of Olanta Town of Glenwood City of Stanwood Aberdeen School District No. 58 City of Spray Town of Pacolet Town of Goshen City of Stevenson Arbon Elementary School District No. 383 City of Springfield Town of Pageland Town of Hanksville City of Sultan Avery School District City of St. Helens Town of Pamplico Town of Hatch City of Sumas Basin School District No. 72 City of St. Paul Town of Patrick Town of Henefer City of Sumner Bear Lake County School District No. 33 City of Stanfield Town of Pawleys Island Town of Henrieville City of Sunnyside Bear Lake School District No. 33 City of Stayton Town of Pelion Town of Hideout City of Tacoma Blackfoot School District No. 55 City of Sublimity Town of Pelzer Town of Hinckley City of Tekoa Blaine County School District No. 61 City of Sumpter Town of Pendleton Town of Holden City of Tenino Bliss Joint School District No. 234 City of Sutherlin Town of Perry Town of Howell City of Tieton Bonneville Joint School District No. 93 City of Sweet Home Town of Port Royal Town of Huntsville City of Toledo Boundary County School District No. 101 City of Talent Town of Prosperity Town of Joseph City of Tonasket Bruneau-Grand View Joint School District City of Tangent Town of Ravenel Town of Junction City of Toppenish Buhl Joint School District No. 412 City of The Dalles Town of Reidville Town of Kanarraville City of Tukwila Butte County Joint School District No. 111 City of Tigard Town of Ridge Spring Town of Kanosh City of Tumwater Caldwell School District No. 132 City of Tillamook Town of Ridgeland Town of Kingston City of Union Gap Camas County School District No. 121 City of Toledo Town of Ridgeville Town of Koosharem City of University Place Cambridge School District City of Troutdale Town of Ridgeway Town of Leeds City of Vader Cascade School District No. 422 City of Tualatin Town of Saint Matthews Town of Levan City of Vancouver Cassia County Joint School District No. 151 City of Turner Town of Saint Stephen Town of Loa City of Waitsburg Castleford Joint School District No. 417 City of Ukiah Town of Salem Town of Manila City of Walla Walla Challis Joint School District No. 181 City of Umatilla Town of Salley Town of Mantua City of Wapato Clark County School District No. 161 City of Union Town of Saluda Town of Marysvale City of Warden Coeur d'Alene School District No. 271 City of Unity Town of Santee Town of Meadow City of Washougal Cottonwood Joint School District No. 242 City of Vale Town of Scranton Town of Minersville City of Wenatchee Council School District No. 13 City of Veneta Town of Seabrook Island Town of New Harmony City of West Richland Culdesac Joint School District No. 342 City of Vernonia Town of Sellers Town of Newton City of Westport Dietrich School District No. 314 City of Waldport Town of Sharon Town of Ophir City of White Salmon Emmett Independent School District No. 221 City of Wallowa Town of Six Mile Town of Orderville City of Winlock Filer School District No. 413 City of Warrenton Town of Snelling Town of Paradise City of Woodinville Firth School District No. 59 City of Wasco Town of Society Hill Town of Paragonah City of Woodland Fremont County School District No. 215 City of West Linn Town of South Congaree Town of Portage Utah City of Yakima/Yakima County Fruitland School District No. 373 City of Westfir Town of Springdale Town of Randolph City of Yelm Garden Valley School District City of Weston Town of St. George Town of Redmond City of Zillah Genesee Joint School District No. 282 City of Wheeler Town of St. Matthews Town of Rockville Consolidated Borough of Quil Ceda Village Glenns Ferry Joint School District No. 192 City of Willamina Town of Stuckey Town of Rocky Ridge Grays Harbor Council of Governments Gooding Joint School District No. 231 City of Wilsonville Town of Sullivans Island Town of Rush Valley Town of Almira Grace Joint School District No. 148 City of Winston Town of Summerton Town of Scipio Town of Beaux Arts Village Hagerman Joint School District No. 233 City of Wood Village Town of Summerville Town of Scofield Town of Bucoda Hansen School District No. 415 City of Woodburn Town of Summit Town of Sigurd Town of Carbonado Highland Joint School District No. 305 City of Yachats Town of Surfside Beach Town of Springdale Town of Cathlamet Homedale School District No. 370 City of Yamhill Town of Swansea Town of Stockton Town of Clyde Hill Horseshoe Bend School District No. 73 City of Yoncalla Town of Timmonsville Town of Toquerville Town of Colton Idaho Falls School District No. 91 Town of Bonanza Town of Trenton Town of Torrey Town of Conconully Independent School District of Boise City Town of Butte Falls Town of Turbeville Town of Trenton Town of Concrete Jefferson County School District No. 251 Town of Canyon City Town of Ulmer Town of Tropic Town of Coulee City Jerome Joint School District No. 261 Town of Lakeview Town of Varnville Town of Uintah Town of Coulee Dam Joint School District No. 2 Town of Lexington Town of Wagener Town of Vernon Town of Coupeville Kamiah School District No. 304 Higher Education Town of Ward Town of Vineyard Town of Creston Kellogg Joint School District 391 Blue Mountain Community College Town of Ware Shoals Town of Virgin Town of Cusick Kendrick Joint School District No. 283 Central Oregon Community College Town of West Pelzer Town of Wales Town of Darrington Kimberly School District No. 414 Chemeketa Community College Town of West Union Town of Wallsburg Town of Eatonville Kootenai School District No. 274 Clackamas Community College Town of Whitmire Uintah Basin Association of Governments Town of Elmer City Kuna Joint School District No. 3 Clatsop Community College Town of Williamston Higher Education Town of Endicott Appendix B Page 3 of 14 Hawaii Idaho Oregon South Carolina Utah Washington Lake Pend Oreille School District No. 84 Columbia Gorge Community College Town of Williston College of Eastern Utah Town of Fairfield Lakeland School District No. 272 Eastern Oregon University Town of Winnsboro Davis Applied Technology College Town of Farmington Lapwai School District No. 341 Klamath Community College District Town of Yemassee Dixie Applied Technology College Town of Friday Harbor Lewiston Independent School District No. 1 Lane Community College Higher Education Dixie State University Town of Garfield Mackay School District No. 182 Linn-Benton Community College Aiken Technical College Mountainland Applied Technology College Town of Hamilton Madison School District No. 321 Mt. Hood Community College Beaufort Jasper Higher Education Commission Rocky Mountain University of Health Professions Town of Harrah Marsh Valley Joint School District No. 21 Oregon Coast Community College Central Carolina Technical College Salt Lake Community College Town of Hatton Marsing Joint School District No. 363 Oregon Department of Community Colleges and Workforce Development Clemson University Snow College Town of Hunts Point McCall-Donnelly Joint School District No. 421 Oregon Health and Science University Coastal Carolina University Southern Utah University Town of Index Meadows Valley School District No. 11 Oregon Institute of Technology College of Charleston Tooele Applied Technology College Town of Ione Melba School District No. 136 Oregon State University Denmark Technical College Uintah Basin Applied Technology College Town of La Conner Middleton School District No. 134 Oregon State University, Oregon Agricultural Experiment Station Florence-Darlington Technical College University of Utah Town of LaCrosse Midvale School District No. 433 Oregon University System Francis Marion University University of Utah Hospitals and Clinics Town of Lamont Minidoka County School District No. 331 Portland Community College Greenville Technical College Utah State University Town of Latah Moscow School District No. 281 Portland State University Horry-Georgetown Technical College Utah System of Higher Education Town of Lind Mountain Home School District No. 193 Reed College Lander University Utah Valley University Town of Lyman Mountain View School District No. 244 Rogue Community College Medical University of South Carolina Weber State University Town of Malden Mullan School District 392 Southern Oregon University Midlands Technical College Education (K-12)Town of Mansfield Murtaugh Joint School District No. 418 Southern Oregon University Family Housing Northeastern Technical College Alpine School District Town of Marcus Nampa Christian Schools Inc.Southwestern Oregon Community College Orangeburg-Calhoun Technical College Beaver County School District Town of Metaline Nampa School District No. 131 Tillamook Bay Community College Piedmont Technical College Box Elder School District Town of Millwood New Plymouth School District Treasure Valley Community College South Carolina State Board for Technical and Comprehensive Education Cache County School District Town of Naches Nez Perce Joint School District No. 302 Umpqua Community College South Carolina State University Canyons School District Town of Nespelem North Gem School District No. 149 University of Oregon South Carolina Technical College System Carbon School District Town of Northport Notus School District Western Oregon University Spartanburg Community College Centro De La Familia De Utah Head Start Program School District Town of Oakesdale Oneida County School District No. 351 Education (K-12)Technical College of the Lowcountry Daggett School District Town of Odessa Orofino Joint School District No. 171 Adel School District 21 The Citadel Davis School District Town of Pe Ell Parma School District No. 137 Adrian School District Tri-County Technical College Duchesne County School District Town of Prescott Payette School District No. 371 Alsea School District No. 7J Trident Technical College Emery County School District Town of Reardan Plummer-Worley Joint School District No. 44 Amity School District 4J University of South Carolina Freedom Preparatory Academy School District Town of Riverside Pocatello-Chubbuck School District No. 25 Annex School District 29 University of South Carolina, Aiken Garfield County School District Town of Rockford Post Falls School District No. 273 Arlington School District No. 3 University of South Carolina, Upstate Grand County School District Town of Rosalia Potlatch School District No. 285 Arock School District No. 81 Williamsburg Technical College Granite School District Town of Ruston Preston Joint School District No. 201 Ashland School District No. 5 Winthrop University Iron County School District Town of Skykomish Richfield School District No. 316 Ashwood School District York Technical College Jordan School District Town of South Cle Elum Ririe Joint School District No. 252 Astoria School District No. 1C Education (K-12)Juab School District Town of South Prairie Rockland School District No. 382 Athena-Weston School District No. 29RJ Abbeville County School District Kane County School District Town of Spangle Salmon River Joint School District No. 243 Baker School District No. 5J Aiken County Public Schools Logan City School District Town of Springdale Salmon School District No. 291 Bandon School District Allendale County School District Millard School District Town of St. John Shelley School District No. 60 Banks School District No. 13 Anderson County School Districts 1 and 2 Career and Technology Center Morgan School District Town of Steilacoom Shoshone Joint School District No. 312 Beaverton School District No. 48 Anderson School District No. 1 Mountainland Head Start Program School District Office Town of Twisp Snake River School District Bend-La Pine Public Schools Anderson School District No. 2 Murray City School District Town of Uniontown Soda Springs Joint School District No. 150 Bethel School District No. 52 Anderson School District No. 3 Nebo School District Town of Washtucna South Lemhi School District No. 292 Blachly School District Anderson School District No. 4 North Sanpete County School District Town of Waterville St. Maries Joint School District No. 41 Blachly School District 90 Anderson School District No. 5 North Sanpete School District Town of Waverly Sugar-Salem Joint District No. 322 Brookings Harbor School District Bamberg School District No. 1 North Summit School District Town of Wilbur Swan Valley Elementary School District No. 33 Camas Valley School District Bamberg School District No. 2 Ogden City School District Town of Wilkeson Swan Valley School District No. 92 Canby School District No. 86 Barnwell School District No. 45 Park City School District Town of Wilson Creek Teton County School District No. 401 Cascade School District No. 5 Beaufort County School District Piute County School District Town of Winthrop Three Creek Joint School District No. 416 Centennial School District No. 28J Berkeley County School District Provo City School District Town of Woodway Troy School District No. 287 Central Curry School District No. 1 Blackville-Hilda Public Schools Rich County School District Town of Yacolt Twin Falls School District No. 411 Central Linn School District Calhoun County School District Rich School District Town of Yarrow Point Valley School District No. 262 Central Point School District No. 6 Charleston County School District Rural Utah Child Development Head Start Program School District OfficeHigher Education Vallivue School District No. 139 Central School District No. 13J Cherokee County School District Salt Lake City School District Bates Technical College Vision Charter School District # 463 Clackamas Education Service District Chester County School District San Juan School District Bellevue Community College Wallace School District No. 393 Clatskanie School District No. 6J Chesterfield County School District Sevier School District Bellingham Technical College Weiser School District No. 431 Colton School District No. 53 Clarendon County School District No. 1 South Sanpete School District Big Bend Community College Wendell School District No. 232 Columbia Gorge Education Service District Clarendon County School District No. 2 South Summit School District Cascadia Community College West Bonner County School District No. 83 Condon School District No. 25J Clarendon County School District No. 3 Suu Head Start Program School District Central Washington University West Jefferson School District No. 253 Coos Bay School District No. 9 Clover School District No. 2 Thomas Edison Charter Schools Centralia College West Side School District No. 202 Coquille School District No. 8 Colleton County School District Tintic School District Clark College Whitepine Joint School District No. 288 Corbett School District No. 39 Darlington County School District Tooele County School District Clover Park Technical College Wilder School District No. 133 Corvallis School District No. 509J Delta R-V School District Uintah School District Columbia Basin Community College Special District Cove School District No. 15 Dillon County School District No. 1 Wasatch County School District Community Colleges of Spokane Ada County Emergency Medical Services District Crane Elementary School District Dillon County School District No. 2 Washington County School District Eastern Washington University Ada County Highway District Creswell School District No. 40 Dillon County School District No. 3 Wayne County School District Edmonds Community College Adams County Recreation District Crook County School District Dillon County School District No. 4 Weber School District Everett Community College Ahsahka Water and Sewer District Crow-Applegate-Lorane School District No. 66 Diocese Of Charleston Schools Special District Evergreen State College Albion Highway District Culver School District No. 4 Dorchester School District No. 2 Ash Creek Special Service District Grays Harbor College Alpine Meadows Water and Sewer District Dallas School District No. 2 Dorchester School District No. 4 Ashley Valley Water and Sewer Improvement District Green River Community College American Falls Free Library District David Douglas School District No. 40 Edgefield County Schools Ballard Water and Sewer Improvement District Highline Community College American Falls Housing Authority Dayton School District No. 8 Fairfield County School District Bear Lake Special Service District Lake Washington Institute of Technology Atlanta Highway District Dayville School District No. 16J Florence County School District No. 1 Bear River Water Conservancy District Lower Columbia College Avery Water and Sewer District Douglas County School District Florence County School District No. 2 Benchland Water District Northwest Indian College Avondale Irrigation District Douglas County School District No. 4 Florence County School District No. 3 Benson Culinary Water Improvement District Olympic College Bayview Water and Sewer District Douglas Education Service District Florence County School District No. 4 Bona Vista Water Improvement District Peninsula College Bear Lake County Library District Dufur School District No. 29 Florence County School District No. 5 Cache Mosquito Abatement District Pierce College Bench Sewer District Eagle Point School District No. 9 Ft. Mill School District No. 4 Cache Valley Transit District Renton Technical College Benewah County Free Library District Echo School District No. 5 Georgetown County School District Canyonlands Health Care Special Service District Seattle Community Colleges District VI Big Canyon Fire District Elgin School District Greenville County School District Carbon County Housing Authority Shoreline Community College Blaine County Housing Authority Elkton School District No. 34 Greenwood School District No. 50 Carbon County Municipal Building Authority Skagit Valley College Blaine County Recreation District Enterprise School District No. 21 Greenwood School District No. 52 Carbon County Recreation Transportation Special Service District South Puget Sound Community College Bliss Fire District Estacada School District No. 108 Hampton County School District No. 2 Carbon Water Conservancy District Tacoma Community College Boise Basin Library District Eugene School District No. 4J Hampton School District No. 1 Castle Valley Special Service District University of Washington Boise City/Ada County Housing Authority Falls City School District Horry County Schools Cedar City Housing Authority Walla Walla Community College Boise-Kung Irrigation District Fern Ridge School District No. 28J Jasper County School District Cedar Mountain Fire Protection District Washington State Board for Community and Technical Colleges Bonneville County Fire District No. 1 Forest Grove School District John de la Howe School District Cedarview-Montwell Special Service District Washington State Higher Education Facilities Authority Bruneau Valley District Library Fossil School District 21J Kershaw County School District Central Davis County Sewer District Washington State Student Achievement Council Bruneau Water and Sewer District Gaston School District 511 J Lancaster County School District Central Iron County Water Conservancy District Washington State University Buhl Highway District Gervais School District Laurens County School District No. 55 Central Utah Water Conservancy District Washington State University, Vancouver Buhl Rural Fire Protection District Gladstone School District Laurens County School District No. 56 Central Weber Sewer Improvement District Wenatchee Valley College Burley Highway District Glendale School District No. 77 Lee County School District Charleston Water Conservancy District Western Washington University Caldwell Housing Authority Glide School District Legacy Charter Schools Copperton Improvement District Whatcom Community College Canyon Highway District No. 4 Grant County Education Service District Lexington County School District No. 1 Cottonwood Improvement District Yakima Valley Community College Appendix B Page 4 of 14 Hawaii Idaho Oregon South Carolina Utah Washington Cascade Rural Fire District Grant School District No. 3 Lexington County School District No. 2 Davis Community Housing Authority Education (K-12) Castleford Rural Fire District Grants Pass School District No. 7 Lexington County School District No. 3 Davis County Housing Authority Aberdeen School District No. 5 Central Fire District Greater Albany Public School District 8J Lexington County School District No. 4 Davis-Salt Lake Aerial Spray Authority Adna School District No. 226 Central Orchards Sewer District Gresham-Barlow School District Lexington-Richland Counties School District No. 5 Duchesne County Upper Country Water Improvement District Almira School District No. 17 Central Shoshone County Water District Harney County School District No. 3 Marion County School District Duchesne County Water Conservancy District Anacortes School District No. 103 Clark County District Library Harney Education Service District Marion County School District No. 7 Emery County Housing Authority Arlington Public Schools Clarkia Free Library District Harper School District No. 66 Marlboro County School District Emery County Municipal Building Authority Asotin-Anatone School District Clarkia Highway District Harrisburg School District No. 7 McCormick County School District Emery County Special Service District No. 1 Auburn School District No. 408 Clearwater Free Library District Helix School District No. 1-R Newberry County School District Emery Water Conservancy District Bainbridge Island School District No. 303 Clearwater Highway District Hermiston School District Oconee County School District Emigration Improvement District Battle Ground School District No. 119 Clearwater Soil and Water Conservation District High Desert Education Service District Orangeburg Consolidated School District Four Fruitland Special Service District Bellevue Christian School District Clearwater Water District Hillsboro School District No. 1J Orangeburg County Consolidated School District No. 3 Garden City Fire District Bellevue School District No. 405 Consolidated Free Library District Hood River County School District Orangeburg County Consolidated School District No. 5 Grand County Housing Authority Bellingham School District No. 501 Cottonwood Highway District Huntington School District No. 16J Pickens County School District Granger-Hunter Improvement District Benge School District No. 122 Custer Soil and Water Conservation District Imbler School District No. 11 Richland County School District No. 1 Heber Valley Special Service District Bethel School District No. 403 Dietrich Fire District InterMountain Education Service District Richland County School District No. 2 Hooper Water Improvement District Bickleton School District Dietrich Highway District Ione School District R2 Rock Hill School District No. 3 Jensen Water Improvement District Blaine School District No. 503 Doumecq Highway District Jackson County School District No. 9 Saluda School District No. 1 Johnson Water Improvement District Boistfort School District No. 234 Downey Swan Lake Highway District Jackson Education Service District South Carolina Public Charter School District Jordan Valley Water Conservancy District Bremerton School District Dry Creek Cemetery Maintenance District Jefferson County School District No. 509-J Spartanburg County School District No. 1 Jordanelle Special Service District Brewster School District No. 111 Eagle Fire Protection District Jefferson School District Spartanburg County School District No. 2 Juab Special Service Fire District Bridgeport School District No. 75 Eagle Sewer District Jewell School District No. 8 Spartanburg County School District No. 3 Kane County Water Conservancy District Brinnon School District No. 46 East Bonner County Free Library District John Day School District No. 3 Spartanburg County School District No. 4 Kearns Improvement District Burlington-Edison School District No. 100 East Bonner County Library District Jordan Valley School District No. 3 Spartanburg County School District No. 5 Lake Point Improvement District Camas School District East Greenacres Irrigation District Joseph School District No. 6 Spartanburg County School District No. 6 Logan-Cache Airport Authority Cape Flattery School District No. 401 Eastern Idaho Public Health District Junction City School District No. 69 Spartanburg County School District No. 7 Maeser Water and Sewer Improvement District Capital Region Educational Service District No. 113 Eastern Idaho Regional Wastewater Authority Klamath County School District Sumter School District Magna Mosquito Abatement District Carbonado Historical School District No. 19 Elk River Free Library District Klamath Falls City Schools Sumter School District No. 17 Magna Water District Cascade Christian Schools Elmore Soil and Water Conservation District Knappa School District Sumter School District No. 2 Metropolitan Water District of Salt Lake and Sandy Cascade School District No. 228 Fenn Highway District La Grande School District No. 1 Union County School District Midvalley Improvement District Cashmere School District No. 222 Ferdinand Highway District Lake County School District No. 7 Ware Shoals School District No. 51 Midway Sanitation District Castle Rock School District No. 401 Fish Haven Mosquito Abatement District Lake Ed Service District Williamsburg County Schools Milford Area Healthcare Service District Central Kitsap School District No. 401 Fremont County District Library Lake Oswego School District No. 7J Williston School District No. 29 Moab Mosquito Abatement District Central Valley School District No. 356 Friedman Memorial Airport Authority Lakeview School District No. 7 York School District No. 1 Moab Valley Fire Protection District Centralia School District No. 401 Garden Valley District Library Lane Education Service District Special District Mountain Green Sewer Improvement District Chehalis School District No. 302 Garden Valley Fire Protection District Lebanon Community School District No. 9 Abbeville Housing Authority Mountain Regional Water Special Service District Cheney School District No. 360 Garden Valley Recreation District Lincoln County School District Aiken Housing Authority Mountain View Special Service District Chewelah School District No. 36 Gateway Fire Protection District Linn-Benton-Lincoln Education Service District Anderson Housing Authority Mt. Olympus Improvement District Chief Leschi School System Gem County Fire Protection District Long Creek School District No. 17 Atlantic Beach Housing Authority North Davis County Sewer District Chimacum School District No. 49 Gem County Mosquito Abatement District Lowell School District No. 71 Beaufort Housing Authority North Davis Fire District Clarkston School District No. J250-185 Glenns Ferry Highway District Mapleton School District No. 32 Beaufort-Jasper Water and Sewer Authority North Emery Water Users Special Service District Cle Elum-Roslyn School District Golden Gate Highway District No. 3 Marcola School District No. 79J Beech Island Rural Community Water District North Fork Special Services District Clover Park School District No. 400 Gooding County Memorial Hospital District McKenzie School District Belton-Honea Path Water Authority North Pointe Solid Waste Special Service District Colfax School District No. 300 Grace District Library McMinnville School District No. 40 Bennettsville Housing Authority North Summit Fire District College Place School District No. 250 Grangeville Highway District Medford School District No. 549C Berea Public Service District North Tooele County Fire Protection District Colton School District No. 306 Granite Reeder Water and Sewer District Milton-Freewater School District No. 7 Berkeley County Water and Sanitation Authority North Utah Water Conservancy District Columbia School District No. 206 Greater Boise Auditorium District Mitchell School District No. 55 Big Creek Water and Sewerage District North View Fire District Columbia School District No. 206, Stevens County Greater Middleton Parks and Recreation District Molalla River School District Bluffton Township Fire District Ogden Housing Authority Columbia School District No. 400 Greater Swan Valley Fire Protection District No. 2 Monument School District Boiling Springs Fire District, Greenville County Ouray Park Water Improvement District Colville School District No. 115 Groveland Water and Sewer District Morrow County School District Broad Creek Public Service District Park City Fire Service District Concrete School District No. 11 Harbor View Estates Water and Sewer District Mt. Angel School District Buffalo-Mt. Pisgah Fire Protection District Price River Water Improvement District Conway Consolidated School District No. 317 Hayden Lake Irrigation District Multnomah Education Service District Consortium Burton Fire District Provo Housing Authority Cosmopolis School District Hayden Lake Recreational Water and Sewer District Myrtle Point School District Central Midlands Regional Transit Authority Rockville/Springdale Fire Protection District Coulee-Hartline School District No. 151 Hillsdale Highway District Neah-Kah-Nie School District No. 56 Charleston Area Regional Transportation Authority Roosevelt City Housing Authority Coupeville School District No. 204 Homedale Highway District Nestucca Valley School District No. 101 Charleston County Aviation Authority Salt Lake City Housing Authority Crescent School District Hoo Doo Water and Sewer District New Hope Christian Schools Charleston County Housing and Redevelopment Authority Salt Lake City Mosquito Abatement District Creston School District No. 73 Horseshoe Bend Fire Protection District Newberg School District No. 29J Charleston Housing Authority Salt Lake County Housing Authority Curlew School District No- 50 Idaho Soil and Water Conservation District North Bend School District No. 13 Charleston Naval Complex Redevelopment Authority Sandy Suburban Improvement District Cusick School District Indian Valley Rural Fire District North Central Education Service District Charleston Soil and Water Conservation District Scofield Reservoir Special Service District Darrington School District No. 330 Iona-Bonneville Sewer District North Clackamas School District No. 12 Cheraw Housing Authority Sevier County Special Service District No. 1 Davenport School District No. 207 Island Park Fire District North Douglas School District No. 22 Chester Housing Authority Skyline Mountain Special Service District Dayton School District No. 2 Jerome Highway District North Lake School District Chester Metropolitan District Snyderville Basin Special Recreation District Deer Park School District No. 414 Jerome Recreation District North Marion School District No. 15 Chester Sewer District Snyderville Basin Water Reclamation District Dieringer School District Jerome Rural Fire District No. 1 North Santiam School District No. 29 Coast Regional Transportation Authority Solid Waste Special Service District No. 1 Dixie School District Kamiah Fire Protection District North Wasco County School District No. 21 Columbia Housing Authority South Davis Sewer District East Valley School District No. 361 Kamiah Highway District Northwest Regional Education Service District Conway Housing Authority South Davis Water District East Valley School District No. 361, Spokane County Ketchum Rural Fire Protection District Nyssa School District No. 26 Daniel Morgan Water District South Ogden Conservation District East Valley School District No. 90, Yakima County Kidder Harris Highway District Oakland School District Darlington County Fire District South Salt Lake Valley Mosquito Abatement District Eastmont School District No. 206 Kingston Water District Oakridge School District No. 76 Darlington County Water and Sewer Authority South Summit Fire Protection District Eatonville School District No. 404 Kootenai County Water District No. 1 Ontario School District No. 8C Darlington Housing Authority South Utah Valley Solid Waste District Edmonds School District No. 15 Kootenai Ponderay Sewer District Oregon City School District No. 62 Donalds-Due West Water and Sewer Authority South Valley Sewer District Educational Service District No. 112 Kootenai-Shoshone Soil and Water Conservation District Oregon Trail School District No. 46 Dorchester County Sales Tax Transportation Authority Southeastern Utah Housing Authority Ellensburg School District No. 401 Kuna Library District Paisley School District No. 11 Dorchester County Water Authority Spanish Valley Water and Sewer Improvement District Elma School District No. 68 Laclede Water District Parkrose School District No. 3 Duncan Chapel Fire District St. George Housing Authority Endicott School District No. 308 Lakes Highway District Pendleton School District No. 16 Easley Housing Authority Stansbury Park Improvement District Entiat School District No. 127 Latah County Library District Perrydale School District No. 21J Easley-Central Water District Strawberry Electric Service District Enumclaw School District No. 216 Latah Soil and Water Conservation District Philomath School District No. 17J East Richland County Public Service District Sugar House Park Authority Ephrata School District No. 165 Lemhi Soil and Water Conservation District Phoenix-Talent School District Edgefield County Water and Sewer Authority Tabby Valley Park Special Service District Evaline School District No. 36 Lewiston Orchards Irrigation District Pilot Rock School District No. 2 Florence Housing Authority Taylorsville-Bennion Improvement District Everett School District No. 2 Lewiston-Nez Perce County Regional Airport Authority Pine Eagle School District No. 61 Fort Mill Housing Authority Thompson Special Service District Evergreen School District No. 114, Clark County Lincoln County Recreation District Pinehurst School District Fripp Island Public Service District Timpanogos Special Service District Evergreen School District No. 205 Little Blacktail Ranch Water District Pleasant Hill School District Gaffney Housing Authority Tooele County Housing Authority Federal Way Public Schools Little Wood River Library District Plush School District 18 Gaston Rural Community Water District Tooele County Recreation Special Service District Ferndale School District No. 502 Lizard Butte Library District Port Orford-Langlois School District No. 2CJ Georgetown County Water and Sewer District Tridell-Lapoint Water Improvement District Fife School District No. 417 Lost River Highway District Portland Public School District No. 1 Georgetown Housing Authority Uintah Animal Control and Shelter Special Service District Finley School District M&T Water and Sewer District Powers School District No. 31 Gilbert-Summit Rural Water District Uintah County Municipal Building Authority Franklin Pierce School District No. 402 Mackay Free Library District Prairie City School District No. 4 Grand Strand Water and Sewer Authority Uintah Fire Suppression Special Service District Freeman School District No. 358 Madison Library District Prospect School District Greenville Arena District Uintah Health Care Special Service District Garfield School District No. 302 Marsing Rural Fire District Rainier School District No. 13 Greenville County Recreation District Uintah Highlands Water and Sewer Improvement District Glenwood School District McCall Fire Protection District Redmond School District No. 2J Greenville County Redevelopment Authority Uintah Mosquito Abatement District Goldendale School District McCall Memorial Hospital District Reedsport School District No. 105 Greenville Housing Authority Uintah Recreation District Grand Coulee Dam School District Meridian Cemetery Maintenance District Region 9 Education Service District Greenville Transit Authority Uintah Transportation Special Service District Grandview School District No. 200 Meridian Library District Reynolds School District No. 7 Greenwood Metropolitan District Uintah Water Conservancy District Granger School District No. 204 Meridian Rural Fire Protection District Riddle School District No. 70 Greer Housing Authority Unified Fire Authority Granite Falls School District No. 332 Appendix B Page 5 of 14 Hawaii Idaho Oregon South Carolina Utah Washington Mica Kidd Island Fire Protection District Riverdale School District No. 51J Hartsville Housing Authority Utah County Housing Authority Grapeview School District No. 54 Middleton Rural Fire District Rogue River School District No. 35 Hilton Head No. 1 Public Service District Utah Paiute Housing Authority Great Northern School District Midvale Fire Protection District Roseburg Public Schools Holly Springs Fire-Rescue District Utah Transit Authority Green Mountain School District No. 103 Minidoka County Fire Protection District Salem-Keizer Public School District No. 24J Homeland Park Water and Sewer District Utah Valley Dispatch Special Service District Griffin School District No. 324 Minidoka County Highway District Santiam Canyon School District No. 129J James Island Public Service District Wasatch County Fire District Harrington Public Schools Moreland Water and Sewer District Santiam Christian Schools Kingstree Housing Authority Wasatch Front Waste and Recycling District Highland School District No. 203 Mountain Home Highway District Scappoose School District No. 1J Lady's Island-St. Helena Fire District Wasatch Integrated Waste Management District Highline School District No. 401 Mountain Rides Transportation Authority Scio School District No. 95C Lake City Housing Authority Washington County Water Conservancy District Hockinson School District Nampa and Meridian Irrigation District Seaside School District Lancaster County Water and Sewer District Waste Management Service District No. 5 Hood Canal School District No. 404 Nampa Highway District No. 1 Sheridan School District No. 48J Lancaster Housing Authority Weber Basin Water Conservancy District Hoquiam School District No. 28 Nampa Housing Authority Sherman County School District Lancaster Soil and Water Conservation District Weber Fire District Inchelium School District No. 70 New Plymouth Fire District Sherwood School District No. 88J Laurens Housing Authority Weber Mosquito Abatement District Issaquah School District No. 411 North Bingham County District Library Silver Falls School District No. 4J Lexington County Health Services District, Inc.Weber-Box Elder Conservation District Kahlotus School District No. 56 North Custer Hospital District Sisters School District No. 6 Liberty-Chesnee-Fingerville Water District Wellsville-Mendon Conservancy District Kalama School District No. 402 North Kootenai Water and Sewer District Siuslaw School District No. 97J Local Housing Authority White City Water Improvement District Keller School District No. 3 North Lake Recreational Sewer and Water District South Coast Education Service District, Region No. 7 Lowcountry Regional Transportation Authority Woodruff Fire District Kelso School District No. 458 North Latah County Highway District South Lane School District No. 45J3 Lugoff-Elgin Water Authority State Kennewick School District No. 17 Northern Lakes Fire District South Umpqua School District No. 19 Marion Housing Authority State Of Utah Kent School District No. 415 Northside Fire District South Wasco County School District No. 1 Marlboro County Housing Authority Utah Department of Administrative Services Kettle Falls School District No. 212 Notus-Parma Highway District No. 2 Southern Oregon Education Service District McColl Housing Authority Utah Department of Health Kiona-Benton City School District No. 52 Oakley Highway District Spray School District No. 1 Medical University Hospital Authority Utah State Legislature Kittitas School District Oakley Library District Springfield School District No. 19 Metropolitan Sewer Sub-District Utah State Treasurer Klickitat School District No. 402 Ola District Library St. Helens School District No. 502 Mitford Water and Sewer District Tribal La Center School District Oneida County Fire District St. Paul School District No. 45 Mullins Housing Authority Confederated Tribes of the Goshute Reservation La Conner School District No. 311 Oregon Trail Recreation District Stanfield School District No. 61 Murrells Inlet-Garden City Fire District Kanosh Band of the Paiute Indian Tribe of Utah LaCrosse School District Outlet Bay Water and Sewer District Sutherlin School District No. 130 Myrtle Beach Air Force Base Redevelopment Authority Koosharem Band of the Paiute Indian Tribe Lake Chelan School District No. 129 Panhandle Health District Sweet Home School District No. 55 Myrtle Beach Housing Authority Northwestern Band of Shoshone Nation Lake Quinault School District No. 97 Parma Rural Fire Protection District Three Rivers School District Newberry County Water and Sewer Authority Northwestern Band of the Shoshone Nation Housing Authority Lake Stevens School District No. 4 Pine Ridge Water and Sewer District Tigard-Tualatin School District No. 23J Newberry Housing Authority Paiute Indian Tribe of Utah Lake Washington School District No. 414 Pinehurst Water District Tillamook School District No. 9 North Charleston Housing Authority Skull Valley Band of Goshute Indians Lakewood School District No. 306 Pioneer Irrigation District Ukiah School District 80 R North Charleston Sewer District Ute Indian Tribe Lamont School District Placerville Fire Protection District Umatilla School District No. 6 North Greenville Fire District Liberty School District No. 362 Pocatello Housing Authority Union School District 5 Oconee County Joint Regional Sewer Authority Lind School District Pocatello-Chubbuck Auditorium District Vale School District No. 84 Parker Sewer and Fire Subdistrict Longview School District No. 122 Portneuf District Library Vernonia School District No. 47J Patriots Point Development Authority Loon Lake School District No. 183 Post Falls Highway District Wallowa School District No. 12 Pee Dee Regional Airport District Lopez Island School District No. 144 Power County Highway District Warrenton-Hammond School District No. 30 Pee Dee Regional Transportation Authority Lyle School District No- 406 Prairie Highway District West Linn-Wilsonville School District Piedmont Public Service District Lynden School District No. 504 Prairie-River Library District Willamette Education Service District Pioneer Rural Water District Mabton School District No. 120 Progressive Irrigation District Willamina School District No. 30J Powdersville Water District Mansfield School District No. 207 Raft River Highway District Winston-Dillard School District No. 116 Richland-Lexington Airport District Manson School District Rapid River Water and Sewer District Woodburn School District No. 103 Richland-Lexington Riverbanks Park District Mary M. Knight School District Richfield District Library Yamhill-Carlton School District No. 1 Rock Hill Housing Authority Mary Walker School District No. 207 Riverside Independent Water District Yoncalla School District No. 32 Saluda County Water and Sewer Authority Marysville School District No. 25 Rock Creek Fire District Special District Sandy Springs Water District McCleary School District No. 65 Rockland Rural Fire District Adair Rural Fire Protection District Santee Fire Service District Mead School District No. 354 Rogerson Water District Amity Fire District Santee Wateree Regional Transportation Authority Medical Lake School District No. 326 Ross Point Water District Applegate Valley Fire District No. 9 Sheldon Township Fire District Mercer Island School District No. 400 Sagle Fire District Arch Cape Sanitary District Slater-Marietta Fire District Meridian School District No. 505 Salmon River Clinic Hospital District Arch Cape Water District South Carolina Housing Authority Bond Council Methow Valley School District Sam Owen Fire District Arnold Irrigation District South Carolina Public Employee Benefit Authority Monroe School District No. 103 Santa-Fernwood Water and Sewer District Aumsville Rural Fire District South Carolina Regional Housing Authority No. 1 Montesano School District No. 66 Schweitzer Fire-Rescue District Baker County Library District South Carolina Regional Housing Authority No. 3 Morton School District No. 214 Settlers Irrigation District Baker Rural Fire Protection District South Carolina State Education Assistance Authority Moses Lake School District No. 161 Shelley/Firth Fire District Baker Valley Soil and Water Conservation District South Carolina State Fiscal Accountability Authority Mossyrock School District No. 206 Shoshone City & Rural Fire District Bandon Rural Fire Protection District South Carolina State Housing Finance and Development Authority Mt. Adams School District No. 209 Shoshone County Fire Protection District No. 2 Barlow Water Improvement District South Carolina State Ports Authority Mt. Baker School District No. 507 Shoshone Highway District No. 2 Bay Area Hospital District South Greenville Fire District Mt. Vernon School District No. 320 South Bannock Library District Bend Parks and Recreation District South Island Public Service District Mukilteo School District No. 6 South Bingham Soil Conservation District Beverly Beach Water District Southside Rural Community Water District Naches Valley School District No. 3 South Boundary Fire Protection District Black Butte Ranch Rural Fire Protection District Spartanburg Housing Authority Napavine School District No. 14 South Custer Fire District Blue Mountain Hospital District Spartanburg Regional Health Services District Naselle-Grays River Valley School District No.165 South Fork Coeur d'Alene River Sewer District Blue River Water District St. Andrews Public Service District South Carolina Nespelem School District No. 14 South Latah Highway District Boardman Park and Recreation District St. John's Fire District Newport School District No. 56-415 Southside Water and Sewer District Boardman Rural Fire Protection District Starr-Iva Water and Sewer District Nine Mile Falls School District No. 325/179 Southwestern Idaho Cooperative Housing Authority Boring Water District No. 24 Startex-Jackson-Wellford-Duncan Water District Nooksack Valley School District No. 506 St. Maries Fire Protection District Boulder Creek Retreat Special Road District Sumter Housing Authority North Beach School District No. 64 Star Joint Fire District Brownsville Rural Fire District Talatha Rural Community Water District North Franklin School District No. 51 Star Sewer and Water District Buell-Red Prairie Water District Taylors Fire and Sewer District North Kitsap School District No. 400 Sun Valley Water and Sewer District Bunker Hill Sanitary District Three Rivers Solid Waste Authority North Mason School District Sunset Heights Water District Burlington Water District Tigerville Fire District North Thurston Public Schools Targhee Regional Public Transit Authority Camellia Park Sanitary District Tri-County Solid Waste Authority Northport School District No. 211 Targhee Regional Public Transportation Authority Cannon Beach Rural Fire Protection District Union Housing Authority Northshore School District No. 417 Teton County Fire Protection District Central Lincoln People's Utility District Valley Public Service Authority Oak Harbor School District No. 201 Three Creek Highway District Central Oregon Irrigation District Waccamaw Regional Transportation Authority Oakesdale School District No. 324 Three Mile Water District Central Oregon Park and Recreation District Wedgefield Stateburg Water District Oakville School District No. 400 Timberlake Fire Protection District Central Oregon Regional Housing Authority West Anderson Water District Ocean Beach School District No. 101 Twin Falls Highway District Charleston Fire District Westview-Fairforest Fire District Ocosta School District No. 172 Twin Falls Housing Authority Charleston Sanitary District Whitney Fire Protection District Odessa School District No. 105 Twin Falls Rural Fire Protection District Chehalem Park and Recreation District Williamsburg County Transit Authority Okanogan School District No. 105 Twin Ridge Rural Fire District Chenowith Water Public Utility District Williamsburg County Water and Sewer Authority Olympia School District No. 111 Union Independent Highway District Chiloquin-Agency Lake Rural Fire Protection District Woodruff Housing Authority Olympic Educational Service District Upper Fords Creek Rural Fire District Christmas Valley Domestic Water Supply District Woodruff-Roebuck Water District Omak School District No. 19 Warm Lake Recreational Water District Christmas Valley Park and Recreation District York County Natural Gas Authority Onalaska School District No. 300 Wendell Highway District Clackamas County Fire District No. 1 State Onion Creek School District No. 30 West Boise Sewer District Clackamas County Housing Authority Santee-Lynches Regional Council of Governments Orcas Island School District No. 137 West Bonner Library District Clackamas County Soil and Water Conservation District South Carolina Department of Health and Environmental Control Orchard Prairie School District No. 123 West Bonner Water and Sewer District Clatskanie Park and Recreation District South Carolina Department of Mental Health Orient School District No. 65 West Pend Oreille Fire District Clatskanie People's Utility District South Carolina Department of Revenue Oroville School District No. 410 Western Ada Recreation District Clatskanie Rural Fire Protection District South Carolina General Services Division Orting School District No. 344 Western Elmore County Recreation District Clatsop Care Center Health District South Carolina Office of Regulatory Staff Othello School District Wilder Irrigation District Clatsop County Housing Authority South Carolina State Budget and Control Board Palisades School District No. 102 Wilder Public Library District Cloverdale Rural Fire Protection District South Carolina State Treasurer's Office Palouse School District No. 301 Wilder Rural Fire Protection District Coburg Rural Fire Protection District State Of South Carolina Pasco School District No. 1 Appendix B Page 6 of 14 Hawaii Idaho Oregon South Carolina Utah Washington Wilderness Ranch Fire Protection District Colton Fire District Township Pateros School District Winona Highway District Colton Water District Township of Grand Meadow Paterson School District No. 50 Worley Fire District Columbia Corridor Drainage Districts Joint Contracting Authority Tribal Pe Ell School District No. 301 Worley Highway District Columbia Health District Catawba Indian Nation Peninsula School District State Columbia Improvement District Pioneer School District No. 402 Idaho Department of Administration Columbia River People's Utility District Pomeroy School District No. 110 Idaho Department of Health and Welfare Columbia Soil and Water Conservation District Port Angeles School District No. 121 State Of Idaho Coos County Airport District Port Townsend School District No. 50 Tribal Coos County Library Service District Prescott School District No. 402-37 Coeur d'Alene Tribe Coquille Indian Housing Authority Pride Prep Schools Kootenai Tribe of Idaho Coquille Valley Hospital District Prosser School District No. 116 Nez Perce Tribal Enterprises Corbett Water District Puget Sound Educational Service District Nez Perce Tribe Corvallis Rural Fire Protection District Pullman School District No. 267 Shoshone-Bannock Tribes Cove Rural Fire Protection District Puyallup School District No. 3 Crooked River Ranch Rural Fire Protection District Queets-Clearwater School District No. 20 Crooked River Ranch Special Road District Quilcene School District No. 48 Curry Health District Quillayute Valley School District No. 402 Curry Public Library District Quincy School District No. 144 Dallas Cemetery District No. 4 Rainier School District No. 307 Dean Minard Water District Raymond School District No. 116 Dee Rural Fire Protection District Reardan-Edwall School District Deschutes County 911 Service District Renton School District No. 403 Deschutes County Rural Fire District No. 1 Republic School District Deschutes Valley Water District Richland School District No. 400 Devils Lake Water Improvement District Ridgefield School District No. 122 Dexter Rural Fire Protection District Ritzville School District Douglas County Fire District No. 2 Riverside School District Douglas County Housing Authority Riverview School District No. 407 Douglas Soil and Water Conservation District Rochester School District Drakes Crossing Rural Fire Protection District Rosalia School District No. 320 Dufur Recreation District Royal School District Eagle Valley Soil and Water Conservation District San Juan Island School District No. 149 East Fork Irrigation District Satsop School District No. 104 East Multnomah Soil and Water Conservation District Seattle Public Schools East Umatilla County Health District Sedro-Woolley School District No. 101 East Valley Water District Selah School District No. 119 Echo Rural Fire District Selkirk School District No. 70 Elsie-Vinemaple Rural Fire Protection District No. 11 Sequim School District No. 323 Emerald People's Utility District Shaw Island School District No. 10 Estacada Rural Fire District No. 69 Shelton School District No. 309 Fairview Water District Shoreline School District No. 412 Falcon Cove Beach Water District Skykomish School District Farmers Irrigation District Snohomish School District No. 201 Gardiner Sanitary District Snoqualmie Valley School District No. 410 Gaston Rural Fire District Soap Lake School District No. 156 Gates Rural Fire Protection District South Bend School District No. 118 Gearhart Rural Fire Protection District South Kitsap School District No. 402 Glendale Rural Fire Protection District South Whidbey School District No. 206 Gleneden Sanitary District Southside School District Goshen Fire District Spokane Public Schools Government Camp Sanitary District Sprague School District Grand Ronde Sanitary District St. John School District No. 322 Grant County Transportation District Stanwood-Camano School District No. 401 Grant Soil and Water Conservation District Steilacoom Historical School District No. 1 Grants Pass Irrigation District Steptoe School District No. 304 Green Sanitary District Stevenson-Carson School District No. 303 Hahlen Road Special District Sultan School District No. 311 Halsey-Shedd Rural Fire Protection District Summit Valley School District 202 Hamlet Rural Fire Protection District Sumner School District No. 320 Harbor Sanitary District Sunnyside School District No. 201 Harbor Water Public Utility District Tacoma School District No. 10 Harney District Hospital Taholah School District No. 77 Harney Soil and Water Conservation District Tahoma School District No. 409 Harriman Rural Fire Protection District Tekoa School District No. 265 Hazeldell Rural Fire Protection District Tenino School District No. 402 Hebo Joint Water and Sewer Authority Thorp School District No. 400 Heceta Water District Toledo School District No. 237 Hermiston Cemetery District Tonasket School District Hermiston Fire and Emergency Services District Toppenish School District No. 202 Hermiston Irrigation District Touchet School District No. 300 Hood River County Library District Toutle Lake School District No. 130 Hood River County Transportation District Trout Lake School District No. R-400 Hood River Valley Parks and Recreation District Tukwila School District No. 406 Hoodland Fire District No. 74 Tumwater School District No. 33 Hubbard Rural Fire Protection District Union Gap School District No. 2 Ice Fountain Water District University Place School District No. 83 Illinois Valley Rural Fire Protection District Valley School District Ione Rural Fire Protection District Valley School District No. 70 Irrigon Community Park and Recreation Maintenance District Vancouver School District No. 37 Jackson County Airport Authority Vashon Island School District No. 402 Jackson County Fire District No. 3 Wahkiakum School District No. 200 Jackson County Fire District No. 5 Wahluke School District No. 73 Jackson County Housing Authority Waitsburg School District Jackson County Library District Walla Walla School District No. 140 Jackson County Vector Control District Wapato School District No. 207 Jackson Soil and Water Conservation District Warden School District No. 146-161 Jefferson Rural Fire Protection District Washington Schools Risk Management Pool John Day/Canyon City Parks and Recreation District Washington State Educational Service District Junction City Rural Fire Protection District Washougal School District Juniper Flat Rural Fire Protection District Washtucna School District Keating Soil and Water Conservation District Waterville School District No. 209 Keizer Rural Fire Protection District Wellpinit School District Keno Fire Protection District Wenatchee School District No. 246 Kernville-Gleneden Beach-Lincoln Beach Water District West Valley School District No. 208, Yakima County Appendix B Page 7 of 14 Hawaii Idaho Oregon South Carolina Utah Washington Klamath County Fire District No. 1 West Valley School District No. 363, Spokane County Klamath County Library Service District White Pass School District No. 303 Klamath Housing Authority White River School District No. 416 Klamath Irrigation District White Salmon Valley School District No. 405-17 Klamath Vector Control District Wilbur School District No. 200 La Grande Rural Fire Protection District Willapa Valley School District No. 160 La Pine Park and Recreation District Wilson Creek School District La Pine Rural Fire Protection District Winlock School District No. 232 La Pine Water District Wishkah Valley School District No. 117 Lake District Hospital Woodland School District No. 404 Lake Grove Water District Yakima School District No. 7 Lakeside Fire District No. 4 Yelm Community School District No. 2 Lane County Fire District No. 1 Zillah School District No. 205 Lane Library District Special District Lane Transit District Acme Water District No. 18 Langlois Water District Adams County Fire Protection District No. 1 LaPine Special Sewer District Adams County Mosquito Control District Lebanon Aquatic District Aeneas Lake Irrigation District Lebanon Fire District Alderwood Water and Wastewater District Lewis and Clark Rural Fire Protection District Alpine Water District Libby Drainage District Anacortes Housing Authority Linn Benton Housing Authority Annapolis Water District Lookingglass Rural Fire District Asotin County Cemetery District No. 1 Lorane Rural Fire Protection District Asotin County Conservation District Lowell Rural Fire Protection District Asotin County Fire District No. 1 Lower Umpqua Hospital District Asotin County Housing Authority Lusted Water District Asotin County Public Utility District No. 1 Madras Aquatic Center District Badger Mountain Irrigation District Malheur County Housing Authority Bainbridge Island Metropolitan Park and Recreation District Malin Rural Fire Protection District Basin City Water/Sewer District Mapleton Water District Bayview Beach Water District Marion County Fire District No. 1 Beacon Hill Water and Sewer District Marion Soil and Water Conservation District Beehive Irrigation District Medford Irrigation District Belfair Water District No. 1 Merrill Rural Fire Protection District Bellevue Convention Center Authority Mid-County Cemetery Maintenance District Bellingham Housing Authority Middle Fork Irrigation District Bellingham Public Development Authority Miles Crossing Sanitary Sewer District Benton County Diking District No. 1 Mill City Rural Fire Protection District Benton County Fire Protection District No. 1 Milton-Freewater Water Control District Benton County Fire Protection District No. 2 Mist-Birkenfeld Rural Fire Protection District Benton County Fire Protection District No. 4 Mohawk Valley Rural Fire District Benton County Fire Protection District No. 5 Molalla River Improvement District Benton County Fire Protection District No. 6 Molalla Rural Fire Protection District No. 73 Benton County Mosquito Control District Monroe Rural Fire Protection District Benton County Public Utility District No. 1 Morrow County Health District Benton Irrigation District Mountain View Hospital District Benton-Franklin Health District Mt. Angel Fire District Beverly Water District Multnomah County Drainage District No. 1 Birch Bay Water and Sewer District Multnomah County Rural Fire Protection District No. 10 Black Diamond Water District Multnomah County Rural Fire Protection District No. 14 Bremerton Housing Authority Nesika Beach-Ophir Water District Buckhannon-Upshur County Airport Authority Neskowin Regional Sanitary Authority Burbank Irrigation District No. 4 Neskowin Regional Water District Carnhope Irrigation District No 7 Nestucca Rural Fire Protection District Cascadia Conservation District Netarts Oceanside Sanitary District Cedar River Water and Sewer District Netarts-Oceanside Rural Fire Protection District Central Klickitat County Park and Recreation District North Bay Rural Protection Fire District Central Pierce Fire and Rescue District No. 6 North Bend City/Coos-Curry Housing Authority Central Puget Sound Regional Transit Authority North Central Public Health District Central Valley Ambulance Authority North Clackamas Parks and Recreation District Chelan County Fire District No. 1 North County Recreation District Chelan County Fire District No. 3 North Gilliam Cemetery District Chelan County Fire District No. 5 North Gilliam County Rural Fire Protection District Chelan County Fire District No. 6 North Lincoln Fire and Rescue District No. 1 Chelan County Fire District No. 7 North Powder Rural Fire Protection District Chelan County Fire District No. 8 North Sherman County Rural Fire Protection District Chelan County Fire District No. 9 North Unit Irrigation District Chelan County Public Hospital District No. 1 Northeast Oregon Housing Authority Chelan County Public Utility District No. 1 Northern Wasco County Park and Recreation District Chelan County/Wenatchee Housing Authority Northern Wasco County People's Utility District Chelan-Douglas Health District Northwest Oregon Housing Authority Chinook Water District Nyssa Road Assessment District No. 2 Chuckanut Community Forest Park District Nyssa Rural Fire Protection District Clallam Conservation District Oak Hill Sanitary District Clallam County Fire District No. 2 Oak Lodge Sanitary District Clallam County Fire District No. 5 Oak Lodge Water District Clallam County Fire District No. 6 Oceanside Water District Clallam County Fire Protection District No. 1 Ochoco West Sanitary District Clallam County Fire Protection District No. 3 Odell Sanitary District Clallam County Fire Protection District No. 4 Ontario Library District Clallam County Hospital District No. 1 Oregon Fire Districts Association Clallam County Housing Authority Oregon Infrastructure Finance Authority Clallam County Parks and Recreation District No. 1 Oregon Trail Library District Clallam County Public Hospital District No. 2 Oregon Water Wonderland Unit II Sanitary District Clallam County Public Utility District No. 1 Owyhee Irrigation District Clark County Fire District No. 10 Pacific City Joint Water Sanitary Authority Clark County Fire District No. 11 Pacific Communities Health District Clark County Fire District No. 13 Palatine Hill Water District Clark County Fire District No. 5 Peninsula Drainage District No. 1 Clark County Fire Protection District No. 3 Peninsula Drainage District No. 2 Clark County Fire Protection District No. 6 Pilot Rock Fire Protection District Clark County Public Utility District No. 1 Pine Grove Rural Fire Protection District Clark Regional Wastewater District Pleasant Hill Rural Fire Protection District Cline Irrigation District Appendix B Page 8 of 14 Hawaii Idaho Oregon South Carolina Utah Washington Pleasant Home Water District Clinton Water District Polk County Fire District No- 1 Coal Creek Utility District Polk County Housing Authority Columbia Conservation District Polk Soil and Water Conservation District Columbia County Fire District No. 3 Portland Metropolitan Area Water District Columbia County Public Hospital District No. 1 Public Procurement Authority Columbia County Rural Library District Rainbow Water District Columbia Irrigation District Raleigh Water District Columbia Valley Water District Redmond Area Park and Recreation District Colville Indian Housing Authority Riddle Rural Fire District Consolidated Irrigation District No. 14 River Forest Acres Special Road District Covington Water District River Road Park and Recreation District Cowiche Sewer District Rivergrove Water District Cowlitz County Cemetery District No. 2 Roads End Sanitary District Cowlitz County Fire District No. 6 Roberts Creek Water District Cowlitz County Public Utility District No. 1 Rockwood Water People's Utility District Cowlitz Transit Authority Rogue River Cemetery Maintenance District Cross Valley Water District Rogue Valley Transportation District Dallesport Water District Roseburg Urban Sanitary Authority Douglas County Fire District No. 2 Sable Drive Road District Douglas County Fire Protection District No. 5 Salem Area Mass Transit District Douglas County Public Utility District No. 1 Salem Housing Authority Douglas County Sewer District No. 1 Salem-Keizer Transit District Douglas-Okanogan County Fire District No. 15 Santa Clara Rural Fire Protection District East Columbia Basin Irrigation District Santiam Water Control District East Gig Harbor Water District Scappoose Rural Fire District East Lewis County Public Development Authority Scio Rural Fire District East Pierce Fire and Rescue District No. 22 Scottsburg Rural Fire District East Spokane Water District No. 1 Seal Rock Fire District East Wenatchee Water District Seal Rock Water District Eastmont Metropolitan Park District Shangri-La Water District Eastsound Sewer and Water District Shasta View Irrigation District Edmonds Public Facilities District Siletz Rural Fire Protection District Ellensburg Business Development Authority Silverton Fire District Enterprise Cemetery District No. 7 Sisters-Camp Sherman Rural Fire Protection District Entiat Irrigation District Siuslaw Public Library District Everett Housing Authority South Clackamas Transportation District Everett Public Facilities District South Suburban Sanitary District Evergreen Water-Sewer District No. 19 Southern Curry Cemetery Maintenance District Fall City Water District Southwest Lincoln County Water District Ferry County Public Utility District No. 1 Spring River Special Road District Ferry/Okanogan County Fire Protection District No. 13 Springfield Utility District Fisherman Bay Sewer District Stanfield Fire District No. 7-402 Foster Creek Conservation District Stayton Fire District Four Lakes Water District No. 10 Suburban East Salem Water District Franklin Conservation District Sunrise Water Authority Franklin County Cemetery District No. 2 Sunset Empire Transportation District Franklin County Fire District No. 1 Swalley Irrigation District Franklin County Fire Protection District No. 3 Sweet Home Fire and Ambulance District Franklin County Irrigation District No. 1 Talent Irrigation District Franklin County Public Utility District No. 1 Terrebonne Domestic Water District Freeland Water and Sewer District Three Sisters Irrigation District Ft. Worden Public Development Authority Tillamook County Transportation District Gardena Farms Irrigation District No. 13 Tillamook People's Utility District Goforth Special Utility District Tiller Rural Fire District Grand Coulee Project Hydroelectric Authority Toledo Rural Fire Protection District Grandview Irrigation District Tri City Rural Fire District No. 4 Grant County Airport District No. 1 Tri City Water District Grant County Fire District No. 10 Tri-City Service District Grant County Fire District No. 11 Tri-County Metropolitan Transportation District Grant County Fire District No. 3 Tualatan Hills Park and Recreation District Grant County Fire District No. 4 Tualatin Hills Park and Recreation District Grant County Fire District No. 7 Tualatin Valley Irrigation District Grant County Fire Protection District No. 5 Tualatin Valley Water District Grant County Housing Authority Tumalo Irrigation District Grant County Mosquito Control District No. 1 Twin Rocks Sanitary District Grant County Mosquito District No. 2 Umatilla County Housing Authority Grant County Port District No. 4 Umatilla Hospital District Grant County Port District No. 6 Umatilla Land Redevelopment Authority Grant County Port District No. 7 Umatilla Morrow Radio and Data District Grant County Public Hospital District No. 1 Umatilla Reservation Housing Authority Grant County Public Hospital District No. 2 Umatilla Rural Fire Protection District Grant County Public Hospital District No. 3 Union Cemetery District Grant County Public Hospital District No. 4 Vale Oregon Irrigation District Grant County Public Utility District No. 2 Valley View Water District Grant Transit Authority Vandevert Acres Special Road District Grays Harbor Conservation District Vineyard Mountain Water and Improvement District Grays Harbor County Fire Protection District No. 1 Walla Walla River Irrigation District Grays Harbor County Fire Protection District No. 12 Wallowa County Health Care District Grays Harbor County Fire Protection District No. 14 Wamic Water and Sanitary Authority Grays Harbor County Fire Protection District No. 2 Warm Springs Housing Authority Grays Harbor County Fire Protection District No. 7 Wasco County Soil and Water Conservation District Grays Harbor County Housing Authority Washington County Fire District No. 2 Grays Harbor County Water District No. 1 Washington County Housing Authority Grays Harbor County Water District No. 2 Water Wonderland Improvement District Grays Harbor Drainage District No. 1 Wedderburn Sanitary District Grays Harbor Fire District No. 10 West Slope Water District Grays Harbor Historical Seaport Authority West Valley Housing Authority Grays Harbor Public Utility District No. 1 Western Lane Ambulance District Grays Harbor Transportation Authority Westport Wauna Rural Fire Protection District Greater Wenatchee Irrigation District Westwood Hills Road District Greater Wenatchee Regional Events Center Public Facilities District Wiard Memorial Park District Green Tank Irrigation District No. 11 Wickiup Water District Hartstene Pointe Water-Sewer District Willamalane Park and Recreation District Highland Water District Appendix B Page 9 of 14 Hawaii Idaho Oregon South Carolina Utah Washington Williams Rural Fire Protection District Highlands Sewer District Willow Creek Park District Highline Water District Winchester Bay Sanitary District Historic Seattle Preservation and Development Authority Winston-Dillard Fire District Holmes Harbor Sewer District Winston-Dillard Water District Hunters Water District Woodburn Rural Fire Protection District Hydro Irrigation District No. 9 Yamhill County Housing Authority Icicle Irrigation District Yamhill Fire Protection District Inchelium Water District Youngs River-Lewis and Clark Water District Irvin Water District No. 6 State Island County Fire District No. 3 Oregon Department of Administrative Services Island County Fire Protection District No. 1 Oregon Department of Revenue Island County Housing Authority Oregon Health Licensing Agency Jefferson County Conservation District Oregon Higher Education Coordinating Commission Jefferson County Fire District No. 5 Oregon Secretary of State Jefferson County Fire Protection District No. 1 Oregon State Board of Nursing Jefferson County Fire Protection District No. 3 State of Oregon Jefferson County Public Utility District No. 1 Tribal Jefferson County Water District No. 3 Burns Paiute Tribe Jefferson Transit Authority Confederated Tribes of Coos, Lower Umpqua and Siuslaw Indians Juniper Beach Water District Confederated Tribes of Grand Ronde Community Kapowsin Water District Confederated Tribes of Siletz Indians Kelso Housing Authority Confederated Tribes of the Umatilla Indian Reservation Kennewick Housing Authority Confederated Tribes of the Warm Springs Kennewick Irrigation District Coquille Indian Tribe Kennewick Public Facilities District Klamath Tribes Kennewick Public Hospital District Kent Fire Department Regional Fire Authority Key Peninsula Metro Parks District King County Airport District No. 1 King County Ferry District King County Fire Protection District No. 16 King County Fire Protection District No. 2 King County Fire Protection District No. 20 King County Fire Protection District No. 25 King County Fire Protection District No. 27 King County Fire Protection District No. 28 King County Fire Protection District No. 34 King County Fire Protection District No. 37 King County Fire Protection District No. 40 King County Fire Protection District No. 43 King County Fire Protection District No. 44 King County Fire Protection District No. 45 King County Fire Protection District No. 47 King County Fire Protection District No. 50 King County Flood Control District King County Hospital District No. 4 King County Housing Authority King County Public Hospital District No. 1 King County Public Hospital District No. 2 King County Water District No. 1 King County Water District No. 111 King County Water District No. 117 King County Water District No. 119 King County Water District No. 125 King County Water District No. 19 King County Water District No. 20 King County Water District No. 45 King County Water District No. 49 King County Water District No. 54 King County Water District No. 90 Kitsap Conservation District Kitsap County Consolidated Housing Authority Kitsap County Fire District No. 18 Kitsap County Public Utility District No. 1 Kitsap County Rural Library District Kitsap Public Health District Kittitas County Conservation District Kittitas County Fire District No. 2 Kittitas County Fire Protection District No. 7 Kittitas County Hospital District No. 2 Kittitas County Housing Authority Kittitas County Public Utility District No. 1 Kittitas County Water District No. 5 Kittitas County Water District No. 6 Kittitas County Water District No. 7 Klickitat County Fire District No. 14 Klickitat County Fire District No. 15 Klickitat County Fire District No.1 Klickitat County Fire Protection District No. 4 Klickitat County Fire Protection District No. 5 Klickitat County Port District No. 1 Klickitat County Public Hospital District No. 1 Klickitat County Public Hospital District No. 2 Klickitat County Public Utility District No. 1 Lacey Fire District 3 Lake Chelan Reclamation District Lake Chelan Sewer District Lake Forest Park Water District Lake Stevens Sewer District Lake Wenatchee Water District Lake Whatcom Water and Sewer District Lakehaven Utility District Lakewood Water District Lenora Water and Sewer District Appendix B Page 10 of 14 Hawaii Idaho Oregon South Carolina Utah Washington Lewis County Conservation District Lewis County Fire District No. 1 Lewis County Fire District No. 11 Lewis County Fire District No. 13 Lewis County Fire District No. 18 Lewis County Fire District No. 9 Lewis County Fire Protection District No. 14 Lewis County Fire Protection District No. 16 Lewis County Fire Protection District No. 2 Lewis County Fire Protection District No. 5 Lewis County Fire Protection District No. 6 Lewis County Fire Protection District No. 8 Lewis County Hospital District No. 1 Lewis County Public Facilities District Lewis County Public Utility District No. 1 Lewis County Water District No. 1 Lewis County Water District No. 3 Lewis Public Transportation Benefit Area Authority Liberty Lake Sewer and Water District Lincoln County Fire District No. 1 Lincoln County Fire District No. 4 Lincoln County Fire Protection District No. 5 Lincoln County Fire Protection District No. 6 Lincoln County Fire Protection District No. 8 Lincoln County Hospital District No. 3 Lincoln-Adams County Fire Protection District No. 3 Longview Housing Authority Lopez Island Library District Lower Elwha Housing Authority Lower Squilchuck Irrigation District Lummi Housing Authority Lummi Tribal Sewer and Water District Makah Housing Authority Malaga Water District Manchester Water District Manson Park and Recreation District Marshland Flood Control District Marysville Fire District Mason Conservation District Mason County Fire District No. 13 Mason County Fire District No. 17 Mason County Fire District No. 2 Mason County Fire District No. 4 Mason County Fire Protection District No. 5 Mason County Fire Protection District No. 8 Mason County Housing Authority Mason County Public Hospital District No. 1 Mason County Public Utility District No. 1 Mason County Public Utility District No. 3 Mason County Transit Authority Methow Valley Irrigation District Mid-Columbia Library District Midway Sewer District Moab Irrigation District No. 20 Moses Lake Irrigation and Rehabilitation District Mukilteo Water and Wastewater District Naches-Selah Irrigation District North Beach Water District North Central Washington Economic Development District North City Water District North County Regional Fire Authority North Highline Fire District North Perry Avenue Water District North Whidbey Park and Recreation District Northeast Sammamish Sewer and Water District Northshore Utility District Northwest Park and Recreation District No. 2 Okanogan Conservation District Okanogan County Cemetery District No. 4 Okanogan County Fire District No. 6 Okanogan County Fire Protection District No. 11 Okanogan County Housing Authority Okanogan County Public Hospital District No. 3 Okanogan County Public Hospital District No. 4 Okanogan County Public Utility District No. 1 Okanogan Fire Protection District No. 16 Okanogan Irrigation District Olympic View Water and Sewer District Olympus Terrace Sewer District Orcas Island Library District Orchard Avenue Irrigation District No. 6 Oroville Housing Authority Oroville-Tonasket Irrigation District Othello Housing Authority Pacific Conservation District Pacific County Fire District No. 2 Pacific County Fire Protection District No. 1 Pacific County Fire Protection District No. 3 Pacific County Public Healthcare Services District No. 3 Pacific County Public Utility District No. 2 Pacific Hospital Preservation and Development Authority Palouse Conservation District Pasco/Franklin County Housing Authority Pend Oreille County Fire District No. 2 Appendix B Page 11 of 14 Hawaii Idaho Oregon South Carolina Utah Washington Pend Oreille County Fire District No. 4 Pend Oreille County Fire District No. 5 Pend Oreille County Library District Pend Oreille County Public Hospital District No. 1 Pend Oreille County Public Utility District No. 1 Peninsula Housing Authority Peninsula Metropolitan Park District Peshastin Irrigation District Peshastin Water District Pierce Conservation District Pierce County Fire District No. 13 Pierce County Fire District No. 16 Pierce County Fire District No. 18 Pierce County Fire District No. 23 Pierce County Fire District No. 27 Pierce County Fire District No. 3 Pierce County Fire District No. 5 Pierce County Fire District No. 8 Pierce County Fire Protection District No. 14 Pierce County Fire Protection District No. 2 Pierce County Fire Protection District No. 21 Pierce County Housing Authority Pike Place Market Preservation and Development Authority Point Roberts Water District No. 4 Ponderay Shores Water and Sewer District Port Ludlow Drainage District Prescott Joint Parks and Recreation District Prosser Fire District No. 3 Prosser Public Hospital District Public Hospital District No. 1 Public Hospital District No. 3 Public Utility District No- 1 Puyallup Tribal Health Authority Quileute Housing Authority Quinault Housing Authority Quincy-Columbia Basin Irrigation District Renton Housing Authority Richland Housing Authority Richland Public Facilities District Ronald Wastewater District Roza Irrigation District Sacheen Lake Sewer and Water District Sammamish Plateau Water and Sewer District San Juan Island Library District Saratoga Water District Scatchet Head Water District Seattle Chinatown International District Preservation and Development Authority Seattle Housing Authority Seattle Southside Regional Tourism Authority Selah-Moxee Irrigation District Si View Metropolitan Park District Silver Lake Flood Control District Silver Lake Water And Sewer District Silverdale Water District Skagit Conservation District Skagit County Cemetery District No. 2 Skagit County Fire District No. 10 Skagit County Fire District No. 11 Skagit County Fire District No. 15 Skagit County Fire District No. 9 Skagit County Fire Protection District No. 13 Skagit County Fire Protection District No. 14 Skagit County Fire Protection District No. 2 Skagit County Fire Protection District No. 3 Skagit County Fire Protection District No. 4 Skagit County Fire Protection District No. 5 Skagit County Fire Protection District No. 8 Skagit County Housing Authority Skagit County Public Hospital District No. 1 Skagit County Public Hospital District No. 2 Skagit County Public Hospital District No. 304 Skagit County Public Utility District No. 1 Skagit County Sewer District No. 1 Skagit County Sewer District No. 2 Skagit Valley Public Hospital District No. 1 Skamania County Fire District No. 1 Skamania County Fire District No. 4 Skamania County Public Hospital District No. 1 Skamania County Public Utility District No. 1 Skamokawa Water and Sewer District Skyway Water and Sewer District Snohomish County Fire District No. 15 Snohomish County Fire District No. 16 Snohomish County Fire District No. 19 Snohomish County Fire District No. 26 Snohomish County Fire District No. 5 Snohomish County Fire Protection District No. 1 Snohomish County Fire Protection District No. 17 Snohomish County Fire Protection District No. 21 Snohomish County Fire Protection District No. 22 Snohomish County Fire Protection District No. 25 Snohomish County Fire Protection District No. 28 Snohomish County Fire Protection District No. 3 Snohomish County Fire Protection District No. 7 Appendix B Page 12 of 14 Hawaii Idaho Oregon South Carolina Utah Washington Snohomish County Housing Authority Snohomish County Public Hospital District No. 1 Snohomish County Public Hospital District No. 2 Snohomish County Public Utility District No. 1 Snohomish Health District Snohomish River Regional Water Authority Snoqualmie Valley Hospital District South Columbia Basin Irrigation District South Correctional Entity Public Development Authority South Naches Irrigation District South Whatcom Fire Authority South Whidbey Parks and Recreation District South Yakima Conservation District Southwest Suburban Sewer District Spokane Conservation District Spokane County Fire District No. 12 Spokane County Fire District No. 2 Spokane County Fire District No. 4 Spokane County Fire Protection District No. 10 Spokane County Fire Protection District No. 11 Spokane County Fire Protection District No. 13 Spokane County Fire Protection District No. 3 Spokane County Fire Protection District No. 5 Spokane County Fire Protection District No. 8 Spokane County Fire Protection District No. 9 Spokane County Library District Spokane County Water District No. 3 Spokane Housing Authority Spokane Indian Housing Authority Spokane Public Facilities District Spokane Regional Health District Spokane Transit Authority Startup Water District Steptoe Sewer District No. 1 Stevens County Fire District No. 2 Stevens County Fire District No. 6 Stevens County Fire Protection District No. 1 Stevens County Fire Protection District No. 10 Stevens County Fire Protection District No. 12 Stevens County Fire Protection District No. 5 Stevens County Public Utility District No. 1 Stevens County Rural Library District Stevens Pass Sewer District Sun Harbor Water District No. 3 Sunnyside Housing Authority Sunnyside Valley Irrigation District Sunnyslope Water District Swinomish Housing Authority Tacoma Community Redevelopment Authority Tacoma Housing Authority Tacoma Metropolitan Park District Terrace Heights Sewer District Thea Foss Waterway Development Authority Three Rivers Regional Wastewater Authority Thurston Conservation District Thurston County Fire District No. 12 Thurston County Fire District No. 4 Thurston County Fire District No. 9 Thurston County Fire Protection District No. 3 Thurston County Fire Protection District No. 5 Thurston County Fire Protection District No. 6 Thurston County Fire Protection District No. 8 Thurston County Housing Authority Thurston County Public Utility District No. 1 Tri-County Economic Development District Tukwila Metropolitan Park District Underwood Conservation District Union Gap Irrigation District Val Vue Sewer District Valley Regional Fire Authority Valley View Sewer District Valley Water District Vancouver Housing Authority Vashon Park District Wahkiakum County Public Utility District No. 1 Wahkiakum Fire Protection District No. 1 Wahkiakum Port District No. 1 Walla Walla County Fire Protection District No. 1 Walla Walla County Fire Protection District No. 3 Walla Walla County Fire Protection District No. 4 Walla Walla County Fire Protection District No. 5 Walla Walla County Fire Protection District No. 8 Walla Walla County Rural Library District Walla Walla Housing Authority Wallula Water District No. 1 Washington State Convention Center Public Facilities District Washington State Major League Baseball Stadium Public Facilities District Washington State Tobacco Settlement Authority Water District 19 Wells Ranch Irrigation District Wenatchee Reclamation District Wenatchee-Chiwawa Irrigation District West Sound Utility District Whatcom Conservation District Appendix B Page 13 of 14 Hawaii Idaho Oregon South Carolina Utah Washington Whatcom County Fire District No. 1 Whatcom County Fire District No. 11 Whatcom County Fire District No. 14 Whatcom County Fire District No. 16 Whatcom County Fire District No. 17 Whatcom County Fire District No. 4 Whatcom County Fire District No. 5 Whatcom County Fire District No. 7 Whatcom County Fire District No. 8 Whatcom County Public Utility District No. 1 Whatcom County Water District No. 12 Whatcom County Water District No. 13 Whatcom County Water District No. 2 Whatcom County Water District No. 7 Whatcom Transportation Authority Whidbey Island Public Hospital District Whitestone Reclamation District Whitman County Fire District No. 11 Whitman County Fire Protection District No. 12 Whitman County Fire Protection District No. 14 Whitman County Fire Protection District No. 7 Whitman County Public Hospital District No. 3 Whitman County Rural Library District Whitworth Water District No. 2 Willapa Valley Water District William Shore Memorial Pool District Williams Lake Sewer District No. 2 Wine Science Center Development Authority Wollochet Harbor Sewer District Woodinville Water District Yakima County Fire District No. 1 Yakima County Fire District No. 3 Yakima County Fire District No. 4 Yakima County Fire District No. 5 Yakima County Fire District No. 6 Yakima County Fire Protection District No. 12 Yakima County Fire Protection District No. 14 Yakima County Mosquito Control District Yakima Housing Authority Yakima Regional Clean Air Authority Yakima Rural County Library District Yakima-Tieton Irrigation District State North Seattle Community College Seattle Colleges State Of Washington Washington State Department of Enterprise Services Washington State Department of Health Washington State Department of Social and Health Services Washington State Health Care Authority Tribal Columbia River Inter-Tribal Fish Commission Confederated Tribes of the Chehalis Reservation Confederated Tribes of the Colville Reservation Confederated Tribes of the Yakama Nation Cowlitz Indian Tribe Hoh Indian Tribe Jamestown S'Klallam Tribe Kalispel Tribe of Indians Lower Elwha Klallam Tribe Lummi Indian Nation Makah Tribe Muckleshoot Indian Tribe Nisqually Indian Tribe Nooksack Indian Tribe Port Gamble S'Klallam Tribe Puyallup Tribe of Indians Quileute Indian Tribe Quinault Indian Nation Samish Indian Nation Sauk-Suiattle Indian Tribe Skokomish Indian Tribe Snoqualmie Indian Tribe Spokane Tribe Squaxin Island Tribe Stillaguamish Tribe of Indians Suquamish Tribe Swinomish Indian Tribal Community Tulalip Tribes Upper Skagit Indian Tribe Yakama Nation Land Enterprise Appendix B Page 14 of 14 Appendix C - Political Subdivision List for Virginia City/Town Special Distrricts Public K-12 County Public Higher Education State Townships City of Alexandria Accomack-Northampton Transportation District Accomack County Public Schools Accomack County Blue Ridge Community College State of Virginia Township of Green, Ross County City of Bristol Albemarle County Service Authority Albemarle County Public Schools Albemarle County Central Virginia Community College Virginia Department of Behavioral Health and Developmental Services City of Buena Vista Albemarle-Charlottesville Regional Jail Authority Alexandria City Public Schools Alleghany County Christopher Newport University Virginia Department of General Services City of Charlottesville Alexandria Redevelopment and Housing Authority Alleghany County Public Schools Amelia County College of William and Mary Virginia Department of Health City of Chesapeake Appomattox River Water Authority Amelia County Public Schools Amherst County Dabney S. Lancaster Community College Virginia Department of Health Professions City of Colonial Heights Bath County Airport Authority Amherst County Public Schools Appomattox County Danville Community College Virginia Department of Public Works City of Covington Bedford County Economic Development Authority Appomattox County Public Schools Arlington County Eastern Shore Community College City of Danville Bedford Regional Water Authority Arlington Public Schools Augusta County Eastern Virginia Medical School City of Emporia Big Stone Gap Redevelopment and Housing Authority Atlantic Shores Christian Schools Bath County George Mason University City of Fairfax Blacksburg-Christiansburg-VPI Water Authority Augusta County Public Schools Bedford County Germanna Community College City of Falls Church Blacksburg-Virginia Polytechnic Institute Sanitation Authority Bath County Public Schools Bedford County Public Service Authority J. Sargeant Reynolds Community College City of Franklin Blue Ridge Airport Authority Bedford County Public Schools Bland County James Madison University City of Fredericksburg Blue Ridge Crossroads Economic Development Authority Bland County Public Schools Botetourt County John Tyler Community College City of Galax Blue Ridge Regional Jail Authority Botetourt County Public Schools Brunswick County Longwood University City of Hampton Blue Ridge Soil and Water Conservation District Bristol Virginia Public Schools Buchanan County Lord Fairfax Community College City of Harrisonburg Bristol Redevelopment and Housing Authority Brunswick County Public Schools Buchanan County Public Service Authority Massanutten Technical Center City of Hopewell Brookneal-Campbell County Airport Authority Buchanan County Schools Buckingham County Mountain Empire Community College City of Lexington Brunswick County Industrial Development Authority Buckingham County Public Schools Buckingham County Board of Supervisors New College Institute City of Lynchburg Buchanan County Industrial Development Authority Buena Vista City Public Schools Campbell County New River Community College City of Manassas Buena Vista Public Service Authority Campbell County Public Schools Caroline County Norfolk State University City of Manassas Park Campbell County Utilities and Service Authority Caroline County Public Schools Carroll County Northern Virginia Community College City of Martinsville Carroll County Industrial Development Authority Carroll County Public Schools Carroll County Public Service Authority Old Dominion University City of Newport News Carroll-Grayson-Galax Solid Waste Authority Charles City County School District Charles City County Patrick Henry Community College City of Norfolk Castlewood Water and Sewage Authority Charlotte County Public Schools Charlotte County Paul D. Camp Community College City of Norton Central Shenandoah Planning District Commission Charlottesville City Schools Chesterfield County Piedmont Virginia Community College City of Petersburg Central Virginia Regional Jail Authority Chesapeake Public Schools Clarke County Radford University City of Poquoson Central Virginia Waste Management Authority Chesterfield County Public Schools Craig County Rappahannock Community College City of Portsmouth Charlottesville Redevelopment and Housing Authority Clarke County School District Culpeper County Richard Bland College City of Radford Charlottesville-Albemarle Airport Authority Colonial Beach Schools Cumberland County Rowanty Technical Center City of Richmond Chesapeake Airport Authority Colonial Heights Public Schools Dickenson County Southern Virginia Higher Education Center City of Roanoke Chesapeake Bay Bridge and Tunnel District Copper River School District Dinwiddie County Southside Virginia Community College City of Salem Chesapeake Hospital Authority Covington City Public Schools Essex County Southwest Virginia Community College City of Staunton Chesapeake Redevelopment and Housing Authority Craig County Public Schools Fairfax County State Council of Higher Education for Virginia City of Suffolk Coeburn-Norton-Wise Regional Wastewater Authority Culpeper County Public Schools Fauquier County Thomas Nelson Community College City of Virginia Beach Craig-New Castle Solid Waste Authority Cumberland County Public Schools Floyd County Tidewater Community College City of Waynesboro Crater District Area Agency on Aging/Foster Grandparent Program, Inc.Danville Public Schools Fluvanna County University of Mary Washington City of Williamsburg Culpeper Soil and Water Conservation District Dickenson County Public Schools Franklin County University of Virginia City of Winchester Cumberland Plateau Planning District Commission Dinwiddie County Public Schools Frederick County University of Virginia Foundation Town of Abingdon Cumberland Plateau Regional Housing Authority Fairfax County Public Schools Giles County University of Virginia Health System Town of Alberta Cumberland Plateau Regional Waste Management Authority Falls Church City Public Schools Gloucester County University of Virginia, Wise Town of Altavista Danville Redevelopment and Housing Authority Fauquier County Public Schools Goochland County Virginia College Savings Plan Town of Amherst Danville-Pittsylvania County Regional Industrial Facilities Authority Floyd County Public Schools Grayson County Virginia Commonwealth University Town of Appalachia Dickenson County Industrial Development Authority Fluvanna County Public Schools Greene County Virginia Community College System Town of Appomattox Dickenson County Public Service Authority Franklin City Schools Greensville County Virginia Highlands Community College Town of Ashland Dinwiddie Airport and Industrial Authority Franklin County Public Schools Halifax County Virginia Military Institute Town of Bedford Dinwiddie County Water Authority Frederick County Public Schools Hanover County Virginia Polytechnic Institute and State University Town of Berryville District Three Governmental Cooperative Fredericksburg City Public Schools Henrico County Virginia State University Town of Big Stone Gap Dryden Water Authority Galax City Public Schools Henry County Virginia Western Community College Town of Blacksburg Eastern Shore of Virginia Broadband Authority Giles County Public Schools Henry County Public Service Authority Wytheville Community College Town of Bluefield Essex County Industrial Development Authority Gloucester County Public Schools Highland County Town of Boones Mill Fairfax County Economic Development Authority Goochland County Public Schools Isle of Wight County Town of Bowling Green Fairfax County Park Authority Grayson County Public Schools James City County Town of Boyce Fairfax County Redevelopment and Housing Authority Greene County Schools King and Queen County Town of Boydton Fairfax County Water Authority Greensville County Public Schools King George County Town of Bridgewater Fauquier County Water and Sanitation Authority Halifax County Public Schools King George County Service Authority Town of Broadway Floyd County Economic Development Authority Hampton City Schools King William County Town of Brodnax Floyd-Floyd County Public Service Authority Hanover County Public Schools Lancaster County Town of Brookneal Franklin Redevelopment and Housing Authority Harrisonburg City Public Schools Lee County Town of Buchanan Frederick County Sanitation Authority Henrico County Public Schools Loudoun County Town of Burkeville Fredericksburg Stafford Park Authority Henry County Public Schools Louisa County Town of Cape Charles Frederick-Winchester Service Authority Highland County Public Schools Lunenburg County Town of Cedar Bluff Front Royal-Warren County Economic Development Authority Hopewell Public Schools Madison County Town of Charlotte Court House Ft. Monroe Authority Imagine Schools Mathews County Town of Chase City Giles County Public Service Authority Isle of Wight County Schools Mecklenburg County Town of Chatham Greensville County Water and Sewer Authority King and Queen County Public Schools Middlesex County Town of Cheriton Halifax County Industrial Development Authority King George County Public Schools Montgomery County Town of Chilhowie Halifax County Service Authority King William County Public Schools Nelson County Town of Chincoteague Hampton Redevelopment and Housing Authority Lancaster County Public School System New Kent County Town of Christiansburg Hampton Roads Planning District Commission Lee County Public Schools Northampton County Town of Claremont Hampton Roads Regional Jail Authority Lexington City Schools Northumberland County Town of Clarksville Hampton Roads Sanitation District Loudoun County Public Schools Nottoway County Town of Clifton Harrisonburg Redevelopment and Housing Authority Louisa County Public Schools Orange County Town of Clifton Forge Harrisonburg-Rockingham Regional Sewer Authority Lynchburg City Schools Page County Town of Clinchco Headwaters Soil and Water Conservation District Madison County Public Schools Patrick County Town of Clintwood Hopewell Redevelopment and Housing Authority Manassas City Public Schools Pittsylvania County Town of Coeburn James River Water Authority Manassas Park City Schools Pittsylvania County Service Authority Town of Colonial Beach John Flannagan Water Authority Martinsville Public Schools Powhatan County Town of Columbia Joint Public Service Authority Mathews County School District Prince Edward County Town of Courtland Lee County Industrial Development Authority Mecklenburg County Public Schools Prince George County Town of Craigsville Lee County Public Service Authority Middlesex County Public Schools Prince William County Town of Crewe LENOWISCO Planning District Commission Montgomery County Public Schools Prince William County Service Authority Town of Culpeper Lord Fairfax Soil and Water Conservation District Nelson County Public Schools Pulaski County Town of Damascus Loudoun County Sanitation Authority New Kent County Schools Rappahannock County Town of Dayton Louisa County Water Authority Newport News Public Schools Richmond County Town of Dendron Lynchburg Redevelopment and Housing Authority Norfolk Public Schools Roanoke County Town of Dillwyn Marion Redevelopment and Housing Authority Northampton County School District Rockbridge County Town of Drakes Branch Maury Service Authority Northumberland County Public Schools Rockbridge County Public Service Authority Town of Dublin Mecklenburg-Brunswick Regional Airport Authority Norton City Public Schools Rockingham County Town of Dumfries Meherrin River Regional Jail Authority Nottoway County Public Schools Russell County Town of Dungannon Middle Peninsula Regional Airport Authority Orange County Public Schools Scott County Appendix C Page 1 of 2 City/Town Special Distrricts Public K-12 County Public Higher Education State Townships Town of Elkton Montgomery County Public Service Authority Page County Public Schools Scott County Public Service Authority Town of Exmore Montgomery Regional Solid Waste Authority Patrick County Public Schools Shenandoah County Town of Farmville Mt. Rogers Planning District Commission Petersburg City Public Schools Smyth County Town of Fincastle New River Regional Water Authority Pittsylvania County School District Southampton County Town of Floyd New River Resource Authority Poquoson City Public Schools Spotsylvania County Town of Fries New River Valley Planning District Commission Portsmouth Public Schools Stafford County Town of Front Royal New River Valley Regional Jail Authority Powhatan County Public Schools Surry County Town of Gate City Newport News Redevelopment and Housing Authority Prince Edward County Schools Sussex County Town of Glade Spring Nicholas County Solid Waste Authority Prince George County Public Schools Tazewell County Town of Glasgow Norfolk Airport Authority Prince William County Schools Tri-County Lake Administrative Commission Town of Glen Lyn Norfolk Economic Development Authority Pulaski County Public Schools Warren County Town of Gordonsville Norfolk Redevelopment and Housing Authority Radford City Schools Washington County Town of Goshen Northern Neck Planning District Commission Rappahannock County Public Schools Westmoreland County Town of Gretna Northern Virginia Regional Park Authority Richmond City Public Schools Wise County Town of Grottoes Northern Virginia Transportation Authority Richmond County Public Schools Wythe County Town of Halifax Northwestern Regional Jail Authority Roanoke City Public Schools York County Town of Hamilton NRV Regional Water Authority Roanoke County Public Schools Town of Haymarket Pamunkey Regional Jail Authority Rockbridge County Schools Town of Haysi Patrick County Economic Development Authority Rockingham County Public Schools Town of Herndon Pepper's Ferry Regional Wastewater Treatment Authority Russell County Public Schools Town of Hillsville Petersburg Redevelopment and Housing Authority Salem City Schools Town of Honaker Peumansend Creek Regional Jail Authority Scott County Public Schools Town of Hurt Piedmont Soil and Water Conservation District Shenandoah County Public Schools Town of Independence Planning District One Behavioral Health Services Smyth County Public Schools Town of Iron Gate Portsmouth Redevelopment and Housing Authority Southampton County Public Schools Town of Irvington Prince William County Park Authority Spotsylvania County Public Schools Town of Jonesville Pulaski County Public Service Authority Stafford County Public Schools Town of Kenbridge Pulaski County Sewerage Authority Staunton City Schools Town of Keysville Radford Industrial Development Authority Suffolk Public Schools Town of Kilmarnock Randolph County Water, Sewer and Fire Protection Authority Surry County Public Schools Town of La Crosse Rapidan Service Authority Sussex County Public Schools Town of Lawrenceville Rappahannock Regional Jail Authority Tazewell County Public Schools Town of Leesburg Rappahannock-Shenandoah-Warren Regional Jail Authority Virginia Beach City Public Schools Town of Louisa Region 2000 Services Authority Warren County Public Schools Town of Lovettsville Richmond Behavioral Health Authority Washington County School District Town of Luray Richmond Hospital Authority Waynesboro Public Schools Town of Marion Richmond Metropolitan Authority West Point Public Schools Town of Middleburg Richmond Redevelopment and Housing Authority Westmoreland County Public Schools Town of Middletown Richmond Regional Planning District Commission Williamsburg-James City County Public Schools Town of Mineral Rivanna Solid Waste Authority Winchester Public Schools Town of Monterey Rivanna Water and Sewer Authority Wise County Public Schools Town of Montross Riverside Regional Jail Authority Wythe County Public Schools Town of Mt. Jackson Roanoke Redevelopment and Housing Authority York County Public Schools Town of Narrows Roanoke River Service Authority Town of New Castle Roanoke Valley Broadband Authority Town of New Market Roanoke Valley Resource Authority Town of Nickelsville Robert E. Lee Soil and Water Conservation District Town of Occoquan Rockbridge Area Network Authority Town of Onancock Rockbridge County Solid Waste Authority Town of Orange Russell County Industrial Development Authority Town of Pamplin City Russell County Public Service Authority Town of Parksley Scott County Economic Development Authority Town of Pearisburg Scott County Redevelopment and Housing Authority Town of Pembroke Shenandoah Valley Soil and Water Conservation District Town of Pennington Gap Smyth County Industrial Development Authority Town of Phenix Smyth Washington Regional Industrial Facilities Authority Town of Pocahontas South Central Wastewater Authority Town of Pound Southeastern Public Service Authority Town of Pulaski Southside Planning District Town of Purcellville Southside Regional Jail Authority Town of Quantico Southwest Regional Recreation Authority Town of Remington Southwest Virginia Regional Jail Authority Town of Rich Creek Suffolk Redevelopment and Housing Authority Town of Richlands Tappahannock-Essex County Airport Authority Town of Ridgeway Tazewell County Airport Authority Town of Rocky Mount Tazewell County Industrial Development Authority Town of Round Hill Tazewell County Public Service Authority Town of Rural Retreat Tazwell County Public Service Authority Town of Saltville Thomas Jefferson Planning District Commission Town of Scottsville Thomas Jefferson Soil and Water Conservation District Town of Shenandoah Toms Brook-Maurertown Sanitary District Town of Smithfield Upper Occoquan Service Authority Town of South Boston Valley Municipal Utility District No. 2 Town of South Hill Vint Hill Economic Development Authority Town of St. Paul Virginia Beach Development Authority Town of Stanley Virginia Commercial Space Flight Authority Town of Stephens City Virginia Highlands Airport Authority Town of Strasburg Virginia Housing Development Authority Town of Stuart Virginia Peninsulas Public Service Authority Town of Tangier Virginia Port Authority Town of Tappahannock Virginia Resources Authority Town of Tazewell Virginia Tech/Montgomery Regional Airport Authority Town of Timberville Virginia/Carolina Water Authority Town of Troutville Virginia's First Regional Industrial Facility Authority Town of Urbanna Washington County Industrial Development Authority Town of Victoria Washington County Service Authority Town of Vienna Waynesboro Economic Development Authority Town of Vinton Waynesboro Redevelopment and Housing Authority Town of Wakefield West Piedmont Planning District Town of Warrenton Western Virginia Water Authority Town of Warsaw Williamsburg Area Transit Authority Town of Washington Winchester Regional Airport Authority Town of Waverly Wired Road Authority Town of West Point Wise County Public Service Authority Town of White Stone Wise County Redevelopment and Housing Authority Town of Windsor Woodway Water and Sewer Authority Town of Wise Wytheville Redevelopment and Housing Authority Town of Woodstock Town of Wytheville Appendix C Page 2 of 2 ADDENDUM ONE (1) To that certain NJPA RFP #122017 Issued by National Joint Powers Alliance® For the procurement of SEWER VACUUM, HYDRO-EXCAVATION, AND STREET SWEEPER EQUIPMENT, WITH RELATED ACCESSORIES AND SUPPLIES Consider the following to be part of the above-titled RFP: Question and Answer. QUESTION: Are sewer pipeline inspection cameras within the scope? ANSWER: Yes, as equipment or an accessory used in the cleaning of sewer lines, sewer pipeline inspection cameras are within the scope of this RFP. Acknowledgment of Addendum One (1) to RFP 122017 emailed on December 7, 2017. COMPANY NAME: _________________________________________________ SIGNATURE: _________________________________________________ DATE: ________________________________ Please include this signed Addendum with your RFP response. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11506 Agenda Date:11/7/2019 Agenda #:3-B REPORT TO THE CITY COUNCIL November 7, 2019 FROM:SCOTT L. MOZIER, PE, Director Public Works Department BY:RANDALL MORRISON, PE, Assistant Director Public Works Department, Engineering Division SUBJECT ***RESOLUTION -12th Amendment to the Annual Appropriation Resolution (AAR)No.2019-133 to appropriate $2,022,700 for operating programs and previously approved capital improvement projects in the Public Works Department (Citywide)(Requires 5 affirmative votes)(Subject to Mayor’s veto) RECOMMENDATIONS Staff recommends that the City Council adopt the 12th Amendment to the Annual Appropriation Resolution No.2019-133 to appropriate $2,022,700 for operating programs and previously approved capital improvement projects in the Public Works Department. EXECUTIVE SUMMARY Staff recommends the Council adopt a resolution approving the rebudget of SB1 funding for operating programs and previously approved capital projects so that the appropriations in FY 2020 are sufficient to cover anticipated expenditures.The recommended resolution will appropriate $172,700 in new revenue and $1,850,000 in carryover funding from FY 2019 to the current fiscal budget year,for projects previously approved by the Council.Because these previously approved projects and appropriations from FY 2019 were not included in the adopted FY 2020 budget,an action by the Council is required to rebudget these appropriations in FY2020. BACKGROUND Annually,the Department reviews its operating programs and capital project appropriations, recommending adjustments to complete anticipated construction during the year.This review ensures that adequate appropriations are in place to complete the programs and projects given the most recent information. Based on a review of operating and capital improvement project budgets,a number of budgets City of Fresno Printed on 3/15/2023Page 1 of 2 powered by Legistar™ File #:ID19-11506 Agenda Date:11/7/2019 Agenda #:3-B Based on a review of operating and capital improvement project budgets,a number of budgets require adjustment to meet the planned expenditures for the fiscal year.Some highlights of the rebudget are: ·The Operating Budget will be increased $440,000 in order to complete the Second St-Jensen Ave Frontage-Fourth St-Date paving project. ·Appropriations for Street and Bridge Projects are proposed to be adjusted by $1,207,700.The increase is includes $100,000 for the Cedar Overlay Barstow to Fresno Project,$835,000 for the Nees Overlay Fresno to Millbrook Project,and $172,200 for the Floradora/Yosemite Middle School Safe Routes to School Project, ·Traffic Signal Project appropriations are proposed to be adjusted by $475,000.The increase includes $30,000 for the Traffic Signal at Divisadero and Mariposa,$10,000 for the Traffic Signal at Harrison and Shields Ave,$85,000 for the Traffic Signal at Barstow and Palm Ave, $100,000 for the Traffic Signal California and Walnut,$50,000 for the Traffic Signal at Armstrong and Lane,$100,000 for Left Turn Phasing at Butler and Cedar,and $100,000 for Left Turn Phasing at Tulare and U St. The recommended resolution would amend the appropriations within the identified operating programs and capital projects to allow for the completion of work this fiscal year.To meet the projected funding requirements,$1,850,000 in carryover funding and $172,700 in new revenue must be appropriated.The proposed adjustments are summarized in the table attached.Detailed adjustments are in the Amendment to the Annual Appropriation Resolution attached. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act Guidelines Section 15378 this item does not qualify as a project as defined by the California Environmental Quality Act. LOCAL PREFERENCE Local preference was not implemented because this item does not include an award of a contract. FISCAL IMPACT There are twenty-four funding sources included in the rebudget resolution,none of which includes or affects the General Fund.All proposed costs will be paid for from the revenue sources identified in the attached resolution. Attachment: SB1 Capital Project Type Summary SB1 Capital Projects Detail List 12th Amendment to the Annual Appropriation Resolution No. 2019-133 City of Fresno Printed on 3/15/2023Page 2 of 2 powered by Legistar™ Project Type Budget AmountReallocation AmountTotal AmountOperating Budget440,000 0 440,000$ Street/Bridge Projects 1,107,700 0 1,107,700$ Traffic Signal Projects 475,000 0 475,000$ PUBLIC WORKSCapital Projects Project Type SummaryNovember 7, 2019 Fund Number Fund Name Project Number Council District Project Name AAR Appropriations Operating Budget 20104 SB1 Road Repair Gas Tax 181501 3 Second St‐Jensen Frontage‐Fourth St‐Date Paving 440,000 Total Operating Budget 440,000 Street/Bridge Projects 20104 SB1 Road Repair Gas Tax PW00838 4 Cedar Overlay Barstow to Bullard 100,000 20104 SB1 Road Repair Gas Tax PW00840 6 Nees Overlay Fresno to Millbrook 835,000 20104 SB1 Road Repair Gas Tax PW00892 7 Floradora/Yosemite Middle School SRTS 172,700 Total Street/Bridge Projects 1,107,700 Traffic Signal Projects 20104 SB1 Road Repair Gas Tax PW00808 3 TS Divisadero and Mariposa 30,000 20104 SB1 Road Repair Gas Tax PW00833 1 TS Harrison & Shields Ave 10,000 20104 SB1 Road Repair Gas Tax PW00836 2 TS Barstow and Palm Avenues 85,000 20104 SB1 Road Repair Gas Tax PW00837 3 TS California and Walnut 100,000 20104 SB1 Road Repair Gas Tax PW00839 5 TS Armstrong & Lane 50,000 20104 SB1 Road Repair Gas Tax PW00885 5 TS LT Phasing at Butler and Cedar 100,000 20104 SB1 Road Repair Gas Tax PW00886 3 TS LT Phasing at Tulare & U St 100,000 Total Traffic Signal Projects 475,000 Total Operating and Capital Projects 2,022,700 PUBLIC WORKS Projects Detail November 7, 2019 Date Adopted: 1 of 4 Date Approved: Effective Date: Resolution No. RESOLUTION NO. ___________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO ADOPTING THE 12th AMENDMENT TO THE ANNUAL APPROPRIATION RESOLUTION NO. 2019-133 APPROPRIATING $2,022,700 FOR OPERATING PROGRAMS AND PREVIOUSLY APPROVED CAPITAL IMPROVEMENT PROJECTS IN THE PUBLIC WORKS DEPARTMENT BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FRESNO: THAT PART III of the Annual Appropriation Resolution No. 2019-133 be and is hereby amended as follows: Increase/(Decrease) TO: PUBLIC WORKS DEPARTMENT SB1 Road Repair Gas Tax $ 2,022,700 THAT account titles and numbers requiring adjustment by this Resolution are as follows: SB1 Road Repair Gas Tax Revenues: Account: 30101 Transfer from Fund Balance $ 1,850,000 33524 State-Gas Tax 2103, 2031 172,700 Fund: 20104 Org Unit: 189901 Total Revenues $ 2,022,700 Appropriations: Account: 56113 Rock & Mineral Products $ 440,000 Fund: 20104 Org Unit: 181501 Total Appropriations $ 440,000 Appropriations: Account: 57507 Contract Construction $ 30,000 Fund: 20104 Org Unit: 189901 Project: PW00808 Total Appropriations $ 30,000 2 of 4 Increase/(Decrease) Appropriations: Account: 57507 Contract Construction $ 10,000 Fund: 20104 Org Unit: 189901 Project: PW00833 Total Appropriations $ 10,000 Appropriations: Account: 57507 Contract Construction $ 85,000 Fund: 20104 Org Unit: 189901 Project: PW00836 Total Appropriations $ 85,000 Appropriations: Account: 57507 Contract Construction $ 100,000 Fund: 20104 Org Unit: 189901 Project: PW00837 Total Appropriations $ 100,000 Appropriations: Account: 57507 Contract Construction $ 100,000 Fund: 20104 Org Unit: 189901 Project: PW00838 Total Appropriations $ 100,000 Appropriations: Account: 57507 Contract Construction $ 50,000 Fund: 20104 Org Unit: 189901 Project: PW00839 Total Appropriations $ 50,000 3 of 4 Increase/(Decrease) Appropriations: Account: 57507 Contract Construction $ 835,000 Fund: 20104 Org Unit: 189901 Project: PW00840 Total Appropriations $ 835,000 Appropriations: Account: 57507 Contract Construction $ 100,000 Fund: 20104 Org Unit: 189901 Project: PW00885 Total Appropriations $ 100,000 Appropriations: Account: 57507 Contract Construction $ 100,000 Fund: 20104 Org Unit: 189901 Project: PW00886 Total Appropriations $ 100,000 Appropriations: Account: 51101 Permanent Salaries $ 14,500 51104 Perm Fringe-Health&Welfare 6,000 53302 Prof Svcs/Consulting - Outside 142,600 59117 Overhead 9,600 Fund: 20104 Org Unit: 189901 Project: PW00892 Total Appropriations $ 172,700 THAT the purpose is to appropriate $2,022,700 for operating programs and previously approved SB1 funded capital projects. 4 of 4 CLERK’S CERTIFICATION STATE OF CALIFORNIA} COUNTY OF FRESNO } ss. CITY OF FRESNO } I, YVONNE SPENCE, City Clerk of the City of Fresno, certify that the foregoing Resolution was adopted by the Council of the City of Fresno, California, at a regular meeting thereof, held on the Day of , 2019 AYES: NOES: ABSENT: ABSTAIN: Mayor Approval: , 2019 Mayor Approval/No Return: , 2019 Mayor Veto: , 2019 Council Override Veto: , 2019 YVONNE SPENCE, MMC City Clerk BY: ____________________________ Deputy City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11428 Agenda Date:11/7/2019 Agenda #:3-C REPORT TO THE CITY COUNCIL November 7, 2019 FROM:SCOTT L. MOZIER, PE, Director Public Works Department THROUGH:RANDALL W. MORRISON, PE, Assistant Director Public Works Department, Engineering Division BY:JON BARTEL, Supervising Engineering Technician Public Works Department, Project Management Section SUBJECT Actions pertaining to the East Nees Avenue Pavement Rehabilitation Project from North First Street to North Millbrook Avenue - Bid File No. 3687 (Council District 6) 1.Adopt a finding of Categorical Exemption per staff determination,pursuant to Section 15301(c) Class 1 and 15302/Class 2 of the California Environmental Quality Act guidelines. 2.Award a construction contract in the amount of $1,387,220.00 to Avison Construction,Inc.of Madera, California. RECOMMENDATIONS Staff recommends that the City Council adopt a finding of Categorical Exemption pursuant to Section 15301(c)Class 1 and 15302 Class 2 of the California Environmental Quality Act (CEQA)guidelines, award a construction contract with Avison Construction,Inc.of Madera,California in the amount of $1,387,220.00 as the lowest responsive and responsible bidder and authorize the Public Works Director or designee to sign the construction contract on behalf of the City of Fresno. EXECUTIVE SUMMARY The City of Fresno seeks to rehabilitate the asphalt pavement on East Nees Avenue between North First Street and North Millbrook Avenue.The scope of work includes removing existing asphalt,full depth reclamation-cement and replacing with new hot mix asphalt,reconstructing thirteen curb ramps to meet Americans with Disabilities Act (ADA)compliance,replacement of traffic signal loop detectors and pavement striping.On April 5,2018 the Council of the City of Fresno approved Resolution No. 2018-80 adopting the proposed list of Public Works projects to receive Senate Bill 1 Road Maintenance and Rehabilitation Account funding for City Fiscal Year 2019.On April 25,2019 the Council of the City of Fresno approved Resolution No.2019-089 adopting the proposed list of Public City of Fresno Printed on 3/15/2023Page 1 of 3 powered by Legistar™ File #:ID19-11428 Agenda Date:11/7/2019 Agenda #:3-C Council of the City of Fresno approved Resolution No.2019-089 adopting the proposed list of Public Works projects to receive Senate Bill 1 Road Maintenance and Rehabilitation Account funding for City Fiscal Year 2020.The Nees Avenue Overlay Project from North First Street to North Millbrook Avenue was included on these lists is fully funded by Senate Bill 1 Road Maintenance and Rehabilitation Account funds. BACKGROUND The Nees Avenue Pavement Rehabilitation Project from First Street to Millbrook Avenue was initiated in FY18 when the Council of the City of Fresno approved a list of projects to receive Senate Bill 1 Road Maintenance and Rehabilitation Account funding.The funds were obligated and the project was budgeted in the adopted FY19 Capital Budget by City Council.The design started following the Public Works Department approval of the consultant contract with Mark Thomas & Company on April 9,2019.The preliminary engineering design took approximately five months to complete. East Nees Avenue from North First Street to North Millbrook Avenue is a heavily used arterial street that is suffering from pavement deterioration.The proposed pavement rehabilitation project will extend the service life of the street and bring existing curb ramps into compliance with ADA standards.The Notice Inviting Bids was advertised and published in the Business Journal on August 16,2019,posted on the City’s website and was sent via fax to eleven (11)building exchanges.The specifications were distributed to twenty two (22)prospective bidders.Four (4)sealed bid proposals were received and opened in a public bid opening on September 24,2019,with the bids ranging from $1,387,220.00 to $1,892,960.00.Avison Construction,Inc.is deemed the lowest responsive and responsible bidder.The apparent low bid price was 4%below the Engineer’s Estimate.The bids will expire 64 days after the bid opening on November 27, 2019. If the bids are rejected, the project will be rebid resulting in a delay of approximately 60 days. Staff is recommending award of a construction contract to Avison Construction,Inc.in the amount of $1,387,220.00,to rehabilitate the asphalt pavement on East Nees Avenue between North First Street and North Millbrook Avenue and to authorize the Public Works Director or designee to sign and execute the standardized contract on behalf of the City of Fresno.City Attorney has reviewed and approved to form. ENVIRONMENTAL FINDINGS Staff performed a preliminary environmental assessment of this project and has determined that it falls within the Categorical Exemption set forth in CEQA Guidelines,Section 15301 (c)Class 1 and 15302/Class 2 which exempts the repair,maintenance or minor alteration of existing structures or facilities,which includes existing streets,sidewalk and gutters,and no further expansion of an existing use,because the project includes construction of an asphalt overlay,reconstruction of curb ramps and pavement striping.Furthermore,staff has determined that none of the exceptions to Categorical Exemptions set forth in the CEQA Guidelines, Section 15300.2 apply to this project. LOCAL PREFERENCE Local preference was not implemented because this contract is state funded. City of Fresno Printed on 3/15/2023Page 2 of 3 powered by Legistar™ File #:ID19-11428 Agenda Date:11/7/2019 Agenda #:3-C FISCAL IMPACT The project is located in City of Fresno Council District 6.The overall cost of the project is $1,703,400 and is locally funded by SB1 Gas Tax.The project will not have any impact to the General Fund.Of the total project cost,$1,387,220 will be used for the construction contract award. All funds necessary for the contract award are included in the current fiscal year budget as previously adopted in the Annual Appropriation Resolution by the Council. Attachments: Bid Evaluation Fiscal Impact Statement Vicinity Map Standardized Contract City of Fresno Printed on 3/15/2023Page 3 of 3 powered by Legistar™ FISCAL IMPACT STATEMENT PROGRAM: Nees Avenue Overlay First to Millbrook Avenues PW00840 TOTAL OR ANNUALIZED RECOMMENDATION CURRENT COST Direct Cost 1,387,220 Indirect Cost 316,180 TOTAL COST 1,703,400 Additional Revenue or Savings Generated Net City Cost 1,703,400 Amount Budgeted (If none budgeted, identify source) 838,100 Indirect costs consist of the following: Preliminary Engineering 68,000 Construction Engineering 109,500 Contingency 138,680 Total 316,180 This project is locally funded by SB1 Gas Tax. Whites Bridge MapleBrawleyHerndon Bullard Shaw ClovisFowlerTemperanceWestPalmClovisFowlerTemperanceDe WolfShields McKinley Belmont ChestnutPeachAmerican CedarGrantlandHayesElmEastMarksWestWalnutCorneliaNorth California Jensen Ashlan GrantlandHayesCorneliaBrawleyMarksShaw Bullard Herndon Nees De WolfShields McKinley Belmont California Jensen North Kings Canyon AshlanPeachBehymer Copper Shepherd NeesBlackstoneFirstCedarChestnutGarfieldBryanPolkBlytheValentineVan NessFruitMaroaFresnoMillbrookMapleWillowDak ota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague Nees Avenue Pavement Rehabilitation N 0 1.5 30.75 Miles DEPARTMENT OFPUBLIC WORKS VICINITY MAP Project ID: PW00840Council District: 6 Nees Avenue Pavement Rehabilitation DPW 23.0/01-06-12 DPW NO FED DIV I.pdf 1.18 rev. 03-18 CONTRACT CITY OF FRESNO, CALIFORNIA PUBLIC WORK OF IMPROVEMENT THIS CONTRACT is made and entered into by and between CITY OF FRESNO, a California municipal corporation (hereinafter referred to as “City”), and [Contractor Name], [Legal Identity] (hereinafter referred to as “Contractor”) as follows: 1. Contract Documents. The “Notice Inviting Bids,” “Instructions to Bidders,” “Bid Proposal,” and the “Specifications” including “General Conditions,” “Special Conditions,” and “Technical Specifications” for the following: [Title] (Bid File No. [Bid File No.]) [Alternates (if any)] copies of which are annexed hereto, together with all the drawings, plans, and docume nts specifically referred to in said annexed documents, including Performance and Payment Bonds, if required, and are hereby incorporated into and made a part of this Contract, and shall be known as the Contract Documents. 2. Price and Work. For the monetary consideration of [Written Dollar Amount] dollars and [Written Cents Amount] cents ($[Amount]), as set forth in the Bid Proposal, Contractor promises and agrees to perform or cause to be performed, in a good and workmanlike manner, under the direction and to the satisfaction of the City’s “Engineer,” and in strict accordance with the Specifications, all of the work as set forth in the Contract Documents. 3. Payment. City accepts Contractor’s Bid Proposal as stated and agrees to pay the consideration stated, at the times, in the amounts, and under the conditions specified in the Contract Documents. 4. Indemnification. To the furthest extent allowed by law including California Civil Code Section 2782, Contractor shall indemnify, hold harmless and defend Ci ty and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including, but not limited to personal injury, death at any time and property damage) incurred by City, Contractor or any other person, and from any and all claims, demands and actions in law or equity (including attorney’s fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of performance of this Contract. Contractor ’s obligations under the preceding sentence shall apply regardless of whether City or any of its officers, officials, employees, agents or volunteers are passively negligent, but shall not apply to any lo ss, liability, fines, penalties, forfeitures, costs or damages caused by the active or sole negligence, or willful misconduct, of City or any of its officers, officials, employees, agents or volunteers. If Contractor should subcontract all or any portion of the work to be performed under this Contract, Contractor shall require each subcontractor to indemnify, hold harmless and defend City and each of its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph. This section shall survive termination or expiration of this Contract. 5. Trench Shoring Detailed Plan. Contractor acknowledges the provisions of Section 6705 of the California Labor Code and, if said provisions are applicable to this Contrac t, agrees to comply therewith. 6. Worker’s Compensation Certification. In compliance with the provisions of Section 1861 of the California Labor Code, Contractor hereby certifies as follows: I am aware of the provisions of Section 3700 of the Californi a Labor Code which require every employer to be insured against liability for worker ’s compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of work of this Contract and will make my subcontractors aware of this provision. DPW 23.0/01-06-12 DPW NO FED DIV I.pdf 1.19 rev. 03-18 IN WITNESS WHEREOF, the parties have executed this Contract on the day and year here below written, of which the date of execution by City shall be subsequent to that of Contrac tor’s, and this Contract shall be binding and effective upon execution by both parties. [Contractor Name], [Legal Identity] By: Name: (Type or print written signature.) Title: (If corporation or LLC, Board Chair, Pres. or Vice Pres.) Dated: By: Name: (Type or print written signature.) Title: (If corporation or LLC, CFO, Treasurer, Secretary or Assistant Secretary) Dated: CITY OF FRESNO, a California municipal corporation By: [Name], [Title] Department of Public W orks Dated: ATTEST: YVONNE SPENCE, CMC City Clerk By: Deputy No signature of City Attorney required. Standard Document #DPW 23.0 has been used without modification as certified by the undersigned. By: [City Certifier Name] [City Certifier Title] Department of Public Works City address: City of Fresno Attention: [Name], [Title] [Street Address] Fresno, CA [Zip] City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11447 Agenda Date:11/7/2019 Agenda #:3-D REPORT TO THE CITY COUNCIL November 7, 2019 FROM:SCOTT L. MOZIER, PE, Director Public Works Department THROUGH:BILL HERR, Assistant Director Public Works Department BY:ANN D. KLOOSE, Division Manager Public Works Department ROBIN O’MALLEY, Division Manager Public Works Department SUBJECT Actions pertaining to the City Hall and Municipal Services Center (MSC)energy savings and sustainability capital improvement projects: (Council District 3) 1.Adopt findings of Categorical Exemptions pursuant to Sections 15301(c),15301(d),and 15301 (e) of the California Environmental quality Action Guidelines 2.Approve a design build agreement with Alliance Building Solutions,Inc.,in the amount of $5,555,258 for an Energy Efficiency Program and equipment,including but not limited to efficient lighting,air-conditioning and control and monitoring systems,roof replacement, elastomeric coating,and solar panels for implementation of certain energy related and sustainability services 3.Approve a Solar Power Purchase Agreement with Fresno Street Solar Project 2019,LLC.,for City Hall 4.Approve a Solar Power Purchase Agreement with El Dorado Street Solar Project 2019,LLC., for the MSC 5.Approve a Solar Energy System Lease Agreement with Fresno Street Solar Project 2019, LLC., 6.Approve a Solar Energy System Lease Agreement with El Dorado Street Solar Project 2019, LLC., and 7.Authorize the City Manager to enter into a Financing Agreement for the City Hall and MSC Energy Efficiency Project for a rate not to exceed 2.95% City of Fresno Printed on 3/15/2023Page 1 of 3 powered by Legistar™ File #:ID19-11447 Agenda Date:11/7/2019 Agenda #:3-D RECOMMENDATIONS Staff recommends the Council adopt the environmental findings,approve the Resolution(s)and Purchase Power Agreement (PPA),and award the Energy Services Contract in substantially the form attached for the City Hall and Municipal Services Center (MSC)energy savings and sustainability capital improvement projects;authorize the City Manager to enter into a Financing Agreement,not to exceed 2.95%;and authorize the City Manager or designee to sign the attached agreements,on behalf of the City of Fresno. EXECUTIVE SUMMARY Staff recommends that the City Council award an Energy Services Contract to Alliance Building Solutions,Inc.(ABS)for the purpose of providing a turn-key,full service approach to implementing capital improvement projects at City Hall and the MSC which will include upgrades to lighting to convert to LED efficient lighting,air-conditioning (HVAC)and system controls and monitoring,roof replacement,elastomeric deck coatings,lighting controls,and solar panels for implementation of a robust list of energy related and sustainability services.Additionally,staff shall continue to negotiate the most favorable financing plan and execute an agreement on behalf of the City. BACKGROUND This request for Council approval is in follow up to a commitment by the Public Works Department to identify opportunities to save energy,reduce operational costs and replace aging infrastructure.The PW Facilities Management Division issued a Request for Qualification (RFQ)to solicit qualified Energy Service Companies (ESCOs)for assistance in analyzing energy efficiency opportunities that would result from energy savings,and provide a turn-key service including evaluation,design, construction and financing.This process resulted in responses from nine firms and panel interviews were held with three finalists.The successful vendor was Alliance Building Solutions (ABS),Inc.who provided a comprehensive proposal that accomplishes the ambitious energy saving goals of the City. This project as presented in the attached slide presentation has an extensive scope of work to include LED upgrades to internal and external lighting,lighting controls in Council Chambers,air- conditioning (HVAC),replacement of evaporative coolers,system controls and monitoring,roof replacement,elastomeric deck coatings and solar panels.Additionally,in appreciation for the business,ABS will be converting all the lights at the historic Fresno Water Tower to remote controlled LEDs at no additional cost to the City. The total project cost is $5.5 million,with a total project savings of $10.5 million over the life of the contract.This proposal comes with a performance guarantee which minimizes risk and does not require out of pocket capital investment by the city to initiate the program.The reason is,energy savings are projected at $3.2 million,operational &maintenance savings at $1.4 million,combined with the solar generation offsets at $5.8 million.Moreover,the City’s ability to secure favorable financing provides us with this great opportunity.The energy performance contract guarantee means, if the energy savings do not meet the projection,ABS will write the City a check to make sure the projected savings are met and paid out to the City each year. The City Council has also expressed an interest in continuing the efforts to install solar at City facilities.The Purchase Power Agreement (PPA)accomplishes this and provides an estimated $5.8 City of Fresno Printed on 3/15/2023Page 2 of 3 powered by Legistar™ File #:ID19-11447 Agenda Date:11/7/2019 Agenda #:3-D million in energy bill savings during the 25-year life of the agreement. The project team has secured an interest rate as part of the turn-key service of 2.95%and are continuing to identify even lower rates and financing options.This includes additional On Bill Financing (OBF)from PG&E at 0%interest which significantly improves the total program costs and the financial cash flow to the City.Upon securing the best possible financing option,the City Manager or designee will execute the required documents to fund the project. ENVIRONMENTAL FINDINGS Staff has performed a preliminary environmental assessment of this project and has determined that it falls within the Categorical Exemption set forth in CEQA Guidelines Section 15301(c),15301(d), and 15301,which exempts the repair,maintenance,or minor alteration of existing structures or facilities,with no further expansion of existing use.Furthermore,staff has determined that none of the exceptions to Categorical Exemptions set forth in the CEQA Guidelines,Section 15300.2 apply to this project. LOCAL PREFERENCE Local preference did not apply because the RFQ was based on a qualitative analysis not based solely on price, because this is a design build project. FISCAL IMPACT There will be no impact to the General Fund.All proposed costs for the loan repayment will be paid back through the savings achieved by the reduction in energy costs due to the efficiency projects and the generation of solar which will aid in offsetting the cost of the project and improvements. Attachment(s): Attachment 1 - Energy Efficiency Program (City Hall & MSC) Attachment 2 - Scope of Work Attachment 3 - Design Build Agreement - Alliance Building Solutions, Inc. Attachment 4 - Solar PPA with Fresno Street Solar Project 2019, LLC. Attachment 5 - Solar PPA with El Dorado Street Solar Project 2019, LLC. Attachment 6 - Solar Energy System Lease Agreement with Fresno Street Solar Project 2019, LLC. Attachment 7 - Solar Energy System Lease Agreement with El Dorado Street Solar Project 2019, LLC. City of Fresno Printed on 3/15/2023Page 3 of 3 powered by Legistar™ Energy Efficiency Program City Hall & MSC November 7, 2019 Council Report Overview Project Overview 1 Project Amount $5.5 million Total Project Savings $10.4 million Scope Overview Fiscal Overview LED Lighting Upgrades –(20) Buildings HVAC Upgrades –(5) Buildings Controls Upgrades –(19) Buildings Solar Photovoltaic (PV) –(2) Sites Roof Replacement –(2) Buildings Deck Coating –(2) Buildings City Hall & MSC Solar City Hall Layout System Size 914.9 kW DC Car Port Shade Structure Solar Municipal Services Center Layout System Size 962.2 kW DC Car Port Shade Structure Rooftop Mount Project Benefits 4 Significant reduction in utility, operational and maintenance costs. Total avoided cost savings of over $10.4M throughout the life of the project. Addresses facility and deferred maintenance needs through leveraging energy savings Allows the City of Fresno to continue forward progress by investing in our energy efficiency and sustainability goals. Environmental Attributes 950,904 kWh saved annually Equates to a reduction in greenhouse gas and CO2 emissions 5 905,904 kWh saved each year is equivalent to a reduction in greenhouse gas emissions which reflects… 905,904 kWh saved each year is equivalent to a reduction in CO2 emissions which reflects… 12520 High Bluff Drive Suite 345, San Diego, CA 92130 (858) 333-4775 www.absenergy.com Contractor’s License # 1008135 Exhibit A – Scope of Work City Hall and MSC Lighting Systems Mechanical Systems Control Systems Solar PPA Systems Savings Guarantees Measurement & Verification Method 12520 High Bluff Drive Suite 345, San Diego, CA 92130 (858) 333-4775 www.absenergy.com Contractor’s License # 1008135 City Hall Lighting Replace identified existing interior fluorescent and/or incandescent lighting systems with high efficiency light emitting diode (LED) systems. Installation includes disposal of existing lighting systems and installation of new equipment. Refer to the Lighting Systems Attachment for identified fixtures, specific quantities, and locations. Replace identified existing exterior high intensity discharge (HID) and/or fluorescent lighting systems with high efficiency light emitting diode (LED) systems. Installation includes disposal of existing lighting systems and installation of new equipment. Refer to the Lighting Systems Attachment for identified fixtures, specific quantities, and locations. Replace existing high intensity discharge (HID) flood lights illuminating the exterior of the old historic water tower (FAC Water Tower) with new high efficiency LED fixtures. Installation includes disposal of existing lighting systems and installation of new equipment. Refer to the Lighting Systems Attachment for identified fixtures, specific quantities, and locations. Controls Install a lighting control system to manage operation of the Council Chambers lights. The current system is non-operational and is by-passed for operation allowing for limited on/off control. New controls will include the ability to adjust light levels from a tablet computer. The new system will also be integrated into the new EMS system at the MSC to allow for a single point of control. Refer to the Controls Systems Attachment for additional details and control parameters. Solar PPA Install a new 3rd party owned and operated carport mounted solar PV system in the City Hall Parking Lot and the Promenade Parking Lot. The system will be part of a power purchase agreement (PPA) whereby the city will purchase all the power produced at a reduced rate when compared to the utility. The system will help reduce electricity cost, avoid future cost increases, and reduce the environmental impact of electricity generation. The new system shall be operated and maintained by the PPA provider. Refer to the separate PPA contract for details on the proposed system and PPA terms. 12520 High Bluff Drive Suite 345, San Diego, CA 92130 (858) 333-4775 www.absenergy.com Contractor’s License # 1008135 Municipal Service Center (MSC) Lighting Replace identified existing interior fluorescent and/or incandescent lighting systems with high efficiency light emitting diode (LED) systems. Installation includes disposal of existing lighting systems and installation of new equipment. Refer to the Lighting Systems Attachment for identified fixtures, specific quantities, and locations. Replace identified existing exterior high intensity discharge (HID) and/or fluorescent lighting systems with high efficiency light emitting diode (LED) systems. Installation includes disposal of existing lighting systems and installation of new equipment. Refer to the Lighting Systems Attachment for identified fixtures, specific quantities, and locations. Install occupancy sensors in select areas to automatically turn off the lighting systems when no activity is detected after an extended amount of time. Refer to the Lighting Systems Attachment for specific quantities and locations. Mechanical Replace the existing HVAC multizone system serving Building A. The new system will provide additional control per zone and variable air flow for energy savings. The Chilled water system will be converted to variable flow. Scope includes demolition of the existing air handler, boiler and associated appurtenances and design and installation of a new air handling system, including start-up, testing, and training. Refer to the Mechanical Systems Attachment for specific equipment information, locations, capacities and ages. Replace (1) existing packaged HVAC unit on Building F with a new unit of similar size and capacity. Replacement shall include demolition of existing equipment and turn- key installation of new equipment, including start-up/testing of the completed installation. Refer to the Mechanical Systems Attachment for specific equipment information, locations, capacities and ages. Replace (13) existing evaporative coolers on Building W & X with new units of similar size and capacity. Replacement shall include demolition of existing equipment and turn-key installation of new equipment, including start-up/testing of the completed installation. Refer to the Mechanical Systems Attachment for specific equipment information, locations, capacities and ages. 12520 High Bluff Drive Suite 345, San Diego, CA 92130 (858) 333-4775 www.absenergy.com Contractor’s License # 1008135 Controls Install an energy management system to control identified HVAC equipment and monitor building energy use. The new system will include a combination of EMS controllers and temperature sensors, smart thermostats, and electricity monitoring equipment at each building’s main electrical feed. The system shall be a networked with a single point of access to adjust equipment schedules, space temperature setpoints, and monitor building electricity use. Heating and cooling setpoints will be adjustable by the user within a preprogrammed amount during occupied times. The system includes 5 years of energy management services, including site evaluations, utility analysis, energy efficiency opportunity identification, and annual energy reports. Refer to the Controls Systems Attachment for specific equipment information, controls parameters, and scope of energy management services. Envelope Reroof the existing Building B roof. The current roof suffers from leaks and requires replacement. Installation will include cleaning and preparation of the existing roof, installation of new fully-adhered or mechanically attached TPO membrane system, and all edging and flashing required to fully install the new roofing system. Reroof the existing Building Y roof. Installation will include removal and abatement of the existing roof system down to standing seam roof and installation of a new mechanically attached TPO membrane system, and all edging and flashing required to fully install the new roofing system. Apply an elastomeric deck coating to the existing metal roofs on both Buildings W and X. An elastomeric coating will seal leaks and extend the life of the roof. Installation will include cleaning and preparation of the existing roof an application of an elastomeric deck coating suitable for this type of application. Solar PPA Install a new 3rd party owned and operated solar PV system on rooftops and existing carport structures currently utilized by an old solar PV system. The existing system is over 12 years old and suffers from decreased power production and equipment failures. The new system will be part of a power purchase agreement (PPA) whereby the city will purchase all the power produced at a reduced rate when compared to the utility. The system will help reduce electricity cost, avoid future cost increases, and reduce the environmental impact of electricity generation. The new system shall be operated and maintained by the PPA provider. Refer to the separate PPA contract for details on the proposed system and PPA terms. Savings Guarantee ABS warrants that Purchaser shall realize total annual project savings (utility and operational savings) in excess of the annual lease payments. The effective date will begin on the date of final acceptance of the Installation project and receipt of final payment for the associated Installation Contract. The total project savings will exceed the installation contract amount associated with this agreement during the course of the useful life of the installed equipment. ABS agrees to complete the M&V Report on an annual basis and deliver to the Purchaser within sixty (60) days of the anniversary date of final acceptance and annually thereafter. Project savings that are verified during the course of construction will be applied to the 1st y ear guaranteed project savings. If the annual M&V Report demonstrates that the project will achieve one hundred percent (100%) or more of the Guaranteed Project Annual Savings, then ABS shall have satisfied its energy performance guarantee obligation and the Purchaser shall accept the Annual M&V Report. In the event that an annual M&V Report savings value (including any excess savings from previous years) does not meet the Guaranteed Project Savings in accordance with the M&V Plan, then ABS shall repair, replace, or substitute the EEM that is not performing at the required level, as identified in the M&V Report. Following corrective action, ABS shall re-perform the relevant M&V work for the affected EEM(s) and amend or supplement the M&V Report. If the sum of the EEMs indicates that the Guaranteed Project Savings are met or exceeded, then no further remedy shall be required. If, after the opportunity to make corrections, the M&V Report, as amended, indicates that verified savings are less than the Guaranteed Project Savings as shown in the Savings Summary, then ABS shall pay the Purchaser the shortfall amount. However, under no circumstances will the amount(s) paid for the total of the energy savings shortfalls exceed the total lease payments associated with this contract. The Purchaser agrees that project savings, which exceed the guaranteed amount in any one (1) year, may be applied to previous or future year’s savings to offset an energy savings shortfall. The savings guarantee will remain in effect for the term of this agreement. Cancellation of this agreement will result in the termination of the savings guarantee. The Utility Baseline Summary, may be modified over the course of the Guarantee Period to adjust for changes in utility rates, number of days in utility billing cycle, square footage, energy using equipment, building occupancy and weather. This Guarantee is subject to the Purchaser’s adherence to the Control Parameters for Lighting and HVAC systems, as documented in the Installation Agreement Attachments. Measurement & Verification Methods Measurement and Verification (M&V) of energy savings is a methodology based on standard industry protocol intended to provide reasonable assurance that energy savings calculated are realized over the term of the contract. The development of the M&V plan is based on the International Performance Measurement and Verification Protocol (IPMVP): Concepts and Options for Determining Energy and Water Savings, Volume 1. This plan contains methodology that shall provide verification of the estimated program savings through direct utility billing comparisons, engineering calculations and/or field measurements. M&V methods can differ based on the type, size and complexity of the project, as well as the availability of data, level of assurance of saving, financing constraints, and energy costs. The M&V methods used for this project are detailed herein and were selected to be the most cost effective while still providing a reasonable assurance of the savings calculations. 2 OHSUSA:766832482.3 Exhibit 1 Basic Terms and Conditions 1. Initial Term: Twenty-five (25) years, beginning on the Commercial Operation Date. 2. Additional Terms: Two five (5) year periods following the end of Initial Term. 3. Environmental Attributes: Accrue to Seller. 4. Energy Rate: For the Initial Term: Commencing on the Commercial Operation Date, Purchaser shall pay to Seller monthly an amount for each kWh of electricity multiplied by the prices as shown on Exhibit 3, Attachment A for each respective calendar Year. For each Additional Term: For each Additional Term that the Parties opt to exercise, the price for each kWh of electricity will be set at the then fair market value of electricity, which shall be determined at such time based upon the price of electricity for an installed solar system comparable to the System, including with respect to the System’s then remaining useful life. 5. Outside Installation Commencement Date: 6/30/2020, which is the outside date by which the conditions (listed in Section 6.a of the General Terms and Conditions) to Seller installing the System and selling electricity to Purchaser must be satisfied. 6. Anticipated Commercial Operation Date: 12/31/2020 7. Purchaser Options to Purchase System: As set forth in Section 18.b of the General Terms and Conditions. 8. System Installation: Includes: [X] System design, engineering, permitting, installation, monitoring and rebate application paperwork (if applicable). [_] Any like substantive equipment, in the sole discretion of Seller. [_] State or Utility Rebate, if any. Describe: __________________ Exclude s: Unforeseen groundwork (including, but not limited to, excavation/circumvention of underground obstacles), upgrades or repair to the Facility or utility electrical infrastructure, payment bonds, performance bond(s), prevailing wage construction, tree removal, or tree trimming; Storm water drainage issues and or new storm water management systems; Temporary Site lighting; 3 OHSUSA:766832482.3 Exhibit 2 System Description 1. System Location (Delivery Point): 2600 Fresno Street, Fresno CA 2. System Size (DC kW): 922 a. Based on the final design and engineering process, Seller shall have the right to increase or decrease the size of a System by up to three percent (3%) without Purchaser’s approval. 3. Expected First Year Energy Production (kWh): 1,499,589 a. Subject to change based on final design and engineering. 4. Expected Structure: [ ] Ground Mount [ ] Roof Mount [X] Parking Structure [ ] Other 5. Expected Module(s): Manufacturer/Model Quantity Manufacturer: Hanwha Q.Peak 420W or equal Quantity: 2,196 6. Expected Inverter(s): Manufacturer/Model Quantity Manufacturer: SE 33.3K US SolarEdge Quantity: 22 7. Facility and System Layout: See Exhibit 2, Attachment A 8. Utility: PG&E 4 OHSUSA:766832482.3 Exhibit 2 Attachment A: Facility and System Layout 5 OHSUSA:766832482.3 Exhibit 3 Solar Power Purchase Agreement General Terms and Conditions 1. Definitions and Interpretation: Unless otherwise defined or required by the context in which any term appears: (a) the singular includes the plural and vice versa; (b) the words “herein,” “hereof” and “hereunder” refer to this Agreement as a whole and not to any particular section or subsection of this Agreement; (c) references to any agreement, document or instrument mean such agreement, document or instrument as amended, modified, supplemented or replaced from time to time; and (d) the words “include,” “includes” and “including” mean include, includes and including “without limitation.” The captions or headings in this Agreement are strictly for convenience and shall not be considered in interpreting this Agreement. 2. Purchase and Sale of Electricity. Purchaser shall purchase from Seller, and Seller shall sell to Purchaser, all of the electric energy generated by the System during the Initial Term and each Additional Term (each as defined in Exhibit 1, and collectively the “Term”), regardless of Purchaser’s ability to use such energy. Electric energy generated by the System will be delivered to Purchaser at the Delivery Point identified on Exhibit 2. Purchaser shall take title to the electric energy generated by the System at the Delivery Point, and risk of loss will pass from Seller to Purchaser at the Delivery Point. Purchaser acknowledges that Purchaser’s electric energy requirements at the Facility may exceed the output of the System, and in such event Purchaser may purchase electric energy for the Facility from other sources. Any purchase, sale and/or delivery of electric energy generated by the System prior to the Commercial Operation Date shall be treated as purchase, sale and/or delivery of limited amounts of test energy only and shall not indicate that the System has been put in commercial operation by the purchase, sale and/or delivery of such test energy. Purchaser may not resell any of the electrical energy generated by the System. For purposes of this Agreement, engaging in net metering and sale of electricity to Electric Vehicle charger users are not deemed to be resale of energy. 3. Term and Termination. a. Initial Term. This Agreement is effective as of the Effective Date. The initial term of this Agreement shall commence on the Commercial Operation Date (as defined below) and continue for the length of time specified in Exhibit 1, unless earlier terminated as provided for in this Agreement (“Initial Term”). The “Commercial Operation Date” is the date Seller gives Purchaser written notice that the System is mechanically complete and capable of delivering electric energy to the Delivery Point. Such notice shall be deemed effective unless Purchaser reasonably objects within five (5) days of the date of such notice. Upon Purchaser’s request, Seller shall give Purchaser copies of certificates of completion or similar documentation from Seller’s contractor and the interconnection or similar agreement with the entity authorized and required under applicable law to provide electric distribution service to Purchaser at the Facility (the “Utility”), as set forth on Exhibit 2. b. Additional Terms. If Purchaser (i) has not exercised its option to purchase the System prior to the end of the Initial Term or each Additional Term and (ii) desires to extend this Agreement on the terms and conditions set forth herein, Purchaser shall notify Seller at 6 OHSUSA:766832482.3 least ninety (90) days and not more than one hundred eighty (180) days prior to the expiration of the Initial Term or any Additional Term, as applicable, of its desire to extend this Agreement for the number and length of any Additional Terms specified in Exhibit 1 (each, an “Additional Term”)(such notice, an “Extension Notice”). Seller shall promptly determine an Energy Rate for such Additional Term based on the then fair market value of electricity, which shall be determined at such time based upon the price of electricity for an installed solar system comparable to the System. If Purchaser agrees to the Energy Rate proposed by Seller, the Additional Term shall begin immediately upon the conclusion of the Initial Term or the then current Additional Term on the same terms and conditions as set forth in this Agreement except at the new agreed-upon Energy Rate. If Purchaser does not agree to the Energy Rate determined by Seller within thirty (30) days of Seller proposing the Energy Rate, this Agreement shall terminate at the end of the Initial Term (if the same has not been extended) or the then current Additional Term. 4. Billing and Payment. a. Monthly Charges. Purchaser shall pay Seller on a monthly basis for the electric energy generated by the System and delivered to the Delivery Point at the $/kWh rate for the applicable Contract Year (as defined below) as shown in this Exhibit 3, Attachment A (the “Energy Rate”). Purchaser shall make monthly payments for energy equal to the applicable Energy Rate multiplied by the aggregate number of kWh of energy delivered by the System during the applicable month, as measured by the System meter. Purchaser acknowledges that Seller shall have the right for accounting convenience to apply the amount of Rent (as such term is defined in the Lease) then owed by Seller (as Tenant) to Purchaser (as Premises Owner) under the lease of the portions of the Facility necessary to install, operate and maintain the System (the “Lease”) as a credit off-set against the monthly payments payable by Purchaser pursuant to this Section 4.a or any other amounts payable by Purchaser under this Agreement. “Contract Year” means the twelve (12) month period beginning at 12:00 AM on the Commercial Operation Date, and at 12:00 AM on each subsequent anniversary of the Commercial Operation Date, and ending at one past 11:59 PM on the day immediately preceding the next anniversary of the Commercial Operation Date; provided that the first Contract Year shall begin on the Commercial Operation Date. b. Monthly Invoices. Seller shall invoice Purchaser monthly, either manually or through Automated Clearing House (“ACH”) as determined by Seller. Such monthly invoices shall state (i) the amount of electric energy produced by the System and delivered to the Delivery Point, (ii) the Energy Rate applicable thereto, and other charges incurred by, Purchaser under this Agreement and (iii) the total amount due from Purchaser. The Energy Rate includes ACH invoicing. c. Taxes. Purchaser shall either pay or reimburse Seller for any and all taxes assessed on the generation, sale, delivery, or consumption of electric energy produced by the System or the interconnection of the System to the Utility’s electric distribution system. Purchaser shall be responsible for and pay all Taxes which are assessed, levied, charged or imposed by any public authority against or relating to (i) the Facility and all improvements thereon (including the System), and/or (ii) the lease and other rights of use granted to Seller pursuant to the Lease. For purposes of this Section 4.c, “Taxes” means any federal, state and local tax, including ad valorem, property (real and personal), occupation, generation, privilege, sales, use, consumption, excise, 7 OHSUSA:766832482.3 transaction, and other taxes, regulatory fees, surcharges or other similar charges, but shall not include any income taxes or similar taxes imposed on Seller’s revenues due to the sale of energy under this Agreement, which shall be Seller’s responsibility. Seller shall be responsible for taxes and duties related to purchase and importation of materials and components necessary to construct the System, taxes based on or related to income, receipts, capital or net worth of the Seller, Seller’s contractors’, or its subcontractors’ labor and income. d. Payment Terms. All amounts due under this Agreement shall be due and payable by Purchaser to Seller on the date that is thirty (30) days from Purchaser’s receipt of Seller’s invoice. Any undisputed portion of the invoice amount not paid within the thirty (30) day period shall accrue interest at the annual rate of two and one-half percent (2.5%) over the Prime rate, as published in the Wall Street Journal, but not to exceed the maximum rate permitted by law. 5. Environmental Attributes. Unless otherwise specified on Exhibit 1, Seller is the owner of all Environmental Attributes (each as defined below) and is entitled to the benefit of all Tax Incentives (as defined below), and Purchaser’s purchase of electricity under this Agreement does not include Environmental Attributes or the right to Tax Incentives or any other attributes of ownership and operation of the System, all of which shall be retained by Seller. Purchaser shall cooperate with Seller in obtaining, securing and transferring all Environmental Attributes and the benefit of all Tax Incentives, including by using the electric energy generated by the System in a manner necessary to qualify for such available Environmental Attributes and Tax Incentives. Purchaser shall not be obligated to incur any out–of–pocket costs or expenses in connection with such actions unless reimbursed by Seller. If any Environmental Attributes or Tax Incentives are paid directly to Purchaser, Purchaser shall immediately pay such amounts over to Seller. Notwithstanding the foregoing, Purchaser shall be entitled to participate in and retain any benefits from any net metering program of the Utility. “Environmental Attributes” means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the System, the production of electrical energy from the System and its displacement of conventional energy generation, including (a) any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (b) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the atmosphere; and (c) the reporting rights to any Governmental Authority related to these avoided emissions, such as Green Tag Reporting Rights and Renewable Energy Credits. Green Tag Reporting Rights are the right of a party to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party, and include Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. Environmental Attributes do not include Tax Incentives. Purchaser and Seller shall file all tax returns in a manner consistent with this Section 5. Without limiting the generality of the foregoing, Environmental Attributes include carbon trading credits, renewable energy credits or 8 OHSUSA:766832482.3 certificates, emissions reduction credits, investment credits, emissions allowances, green tags, tradeable renewable credits and Green-e® products. “Governmental Authority” means any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau or entity (including the Federal Energy Regulatory Commission or any state public utility commission or governmental body with equivalent jurisdiction to regulate sales of electric power in connection with the System), or any arbitrator with authority to bind a party at law. “Tax Incentives” means any and all (a) depreciation benefits, (b) investment tax credits, (c) production tax credits and (d) similar tax credits or grants under federal, state or local law relating to the construction, ownership or production of energy from the System. 6. Conditions to Obligations. a. Conditions. Seller’s obligation to install the System and sell electric energy generated by the System to Purchaser are conditioned on the completion of the following conditions to Seller’s satisfaction on or before the Outside Installation Commencement Date (as defined on Exhibit 1): i. Seller shall have completed a physical inspection of the Facility including, if applicable, structural engineering and or geotechnical reviews as necessary to confirm the suitability of the Facility for the System; (1) If subsurface excavation is necessary for the System, Seller shall have completed environmental due diligence with respect to the applicable site; ii. Seller shall have received the Lease and any additional documents required thereunder (such documents together with the Lease, the “Real Property Documents”) duly executed and delivered by Purchaser and any applicable third parties; iii. Seller shall have received approval from Seller’s Financing Parties (as defined in Section 23.b) of Purchaser and each of (A) this Agreement, (B) the Real Property Documents and (C) the Construction Agreement (if any) for the System. “Construction Agreement” as used in this subsection means an agreement between Seller and any contractor or subcontractor to install the System; iv. Seller shall have received results, satisfactory to Seller, of a recent search of Purchaser’s jurisdiction of all effective UCC fixture and real property filings that have been made with respect to the Facility; v. Seller shall have obtained confirmation from the applicable Governmental Authority that Seller will receive all applicable Environmental Attributes, incentives and Tax Incentives; vi. Seller shall have obtained all necessary zoning, land use, environmental, building and other permits from the applicable Governmental Authority necessary for Seller to perform its obligations under this Agreement; 9 OHSUSA:766832482.3 vii. Seller shall have executed all necessary agreements with the Utility for interconnection of the System to the Facility electrical system and/or the Utility’s electric distribution system; and viii. Seller shall have received: 1 (1) Purchaser’s approval, in accordance with Section 8.b, of material changes, if any, to the System design specifications set forth on Exhibit 2; (2) Proof of insurance for all insurance required to be maintained by Purchaser under this Agreement; and (3) Written confirmation from any person holding a mortgage, lien or other encumbrance over the Facility, or any portion thereof, that such person will recognize Seller’s rights to the System and under this Agreement. Failure of Conditions. If any of the conditions listed in subsection (a.i through a.vii) above are not satisfied by the Outside Installation Commencement Date, the Parties shall attempt in good faith to negotiate new dates for the satisfaction of the failed conditions, or, if the Parties are unable to negotiate such new dates within thirty (30) days of the Outside Installation Commencement Date, either Party may terminate this Agreement upon ten (10) days written notice to the other Party. Seller has the right but, not the obligation, to terminate if the Purchaser fails to provide documents by the Outside Installation Commencement Date in subsection a.viii.1-3 and Purchaser shall pay direct costs incurred by the Seller. Early Termination after the Outside Commercial Operation Date. If the System has not achieved its Commercial Operation Date within one hundred eighty (180) days of 12/31/2020 (as extended by Force Majeure events or as mutually agreed by the Parties) (the “Outside Commercial Operation Date”) then either Party may terminate this Agreement upon ten (10) days written notice to the other Party and without any liability for such termination. Upon such event, Seller will remove the System and return the Facility to its original condition in accordance with Section 13 of this Agreement. Seller Termination. Prior to the Commercial Operation Date (including any time prior to the Outside Installation Commencement Date), Seller may terminate this Agreement upon written notice to Purchaser. Seller shall not have any liability for such termination, except that no such termination shall act to relieve Seller from any obligation hereunder regarding the removal of the System. 7. Seller’s Rights and Obligations. a. System Design and Finalization. Seller shall design and engineer the System (i) taking into consideration Purchaser’s historical electrical generation requirements, (ii) based on inspections of the Facility and studies undertaken by Seller, and (iii) in compliance with any laws, governmental approvals or roof warranty provided by Purchaser to Seller. Seller shall prepare and submit to Purchaser the draft final specifications for the System, including product data on all equipment proposed for installation, as soon as possible following the Effective Date. The description of the ____________________ 10 OHSUSA:766832482.3 System design shall be incorporated into Exhibit 2. The Purchaser shall review and provide comments or approve within ten (10) business days. If Seller is required to make material changes to the System design specifications set forth on Exhibit 2, then Purchaser shall have the right to review and approve such material changes prior to Seller’s commencement of construction of the System; provided that Purchaser’s consent to such changes will not be unreasonably withheld or delayed. If solar energy panels and other System assets documented in Exhibit 2 (such panels and System assets, “System Equipment”) are not readily available when Seller installs the System, Seller may make substitutions of such System Equipment at Seller’s sole discretion; provided Seller shall obtain Purchaser’s prior consent for System Equipment substitutions that would materially affect the appearance or capacity of the System, or require a change to the Energy Rate. Upon the completion of System installation, Seller shall provide Purchaser with “as-built” drawings setting forth in detail the location of all components of the System. Purchaser and Seller agree to treat such plans and specifications as well as the “as-built” drawings as Confidential Information of Seller, in accordance with Section 24.a. b. Permits and Approvals. Seller shall use commercially reasonable efforts to obtain, at its sole cost and expense: i. any zoning, land use, environmental, building and other permits required to construct, install and operate the System; and ii. any agreements and approvals from the Utility necessary in order to interconnect the System to the Facility electrical system and/or the Utility’s electric distribution system. c. System Construction, Installation Repair and Maintenance. Seller shall provide notice to Purchaser when the conditions to Seller’s obligations set forth in Section 6.a have been satisfied or waived by Seller and Seller is prepared to engage the EPC Contractor (as defined below) to commence installing the System (the “Conditions Satisfaction Date”). Seller or one of its affiliates (the “EPC Contractor”) shall construct and install the System at the Facility in accordance with Good Solar Industry Practices. During the Term, Seller shall operate and perform all routine and emergency repairs to, and maintenance of, the System at its sole cost and expense, except for any repairs or maintenance resulting from Purchaser’s or its contractor’s negligence or breach of this Agreement or the Lease (if applicable). Seller shall not be responsible for any work done by parties not engaged or hired by Seller on any part of the System unless Seller authorizes that work in advance in writing. Seller shall not be responsible for any loss, damage, cost or expense arising out of or resulting from improper environmental controls or improper operation or maintenance of the System by anyone other than Seller or Seller’s contractors. If the System requires repairs for which Purchaser is responsible, Purchaser shall pay Seller for diagnosing and correcting the problem at Seller or Seller’s contractors’ then current standard rates. Seller shall provide Purchaser with reasonable notice prior to accessing the Facility to make standard repairs. “Good Solar Industry Practices” means, with respect to the services being provided by Seller or its affiliate, or any other contractor or subcontract pursuant to this Agreement, those practices, methods, equipment, specifications and standards of safety and performance, of which there may be more than one, and as the same may 11 OHSUSA:766832482.3 change from time to time, as are commonly provided for solar photovoltaic energy systems of a type and size similar to the System and in the same geographic region as the System that, at a particular time, in the exercise of reasonable judgment in light of the facts known at the time a decision was made, would be expected to accomplish the desired result in a manner consistent with law, regulations, codes, standards, equipment manufacturer’s recommendations, reliability, safety, environmental protection, economy and expedition. d. Net Metering. The provisions in this Section only apply if net metering is permitted by the Utility at the site. Seller shall use its commercially reasonable efforts to support Purchaser's delivery and resale to the Utility of electrical energy through net metering in accordance with applicable laws. e. System Construction and Installation Progress Reports. Seller shall cause the EPC Contractor to keep Purchaser informed on the progress of System construction and installation in a manner and on a schedule mutually agreed upon by Seller and Purchaser. f. Costs Due to Unexpected Site or Facility Conditions. If, after Seller has conducted reasonable due diligence and inspection of the Facility, Seller incurs material additional costs to re-design, construct, install or maintain the System due to (i) unforeseen conditions at the Facility, (ii) unforeseen groundwork at the site (including, but not limited to, excavation/circumvention of underground obstacles), (iii) Hazardous Substances at the site or Facility (as defined in Section 19.c.i), or (iv) the inaccuracy of any information provided by Purchaser and relied upon by Seller, then Seller and Purchaser shall in good faith negotiate an equitable adjustment to the pricing, schedule and other terms of this Agreement to compensate Seller for the costs incurred from any work in excess of normally expected work required to be performed by Seller arising from such conditions. g. Breakdown Notice. Seller shall notify Purchaser within twenty-four (24) hours following Seller’s discovery of (i) any material malfunction in the operation of the System or (ii) an interruption in the supply of electrical energy from the System. Purchaser and Seller shall each designate personnel and establish procedures such that each Party may provide notice of such conditions requiring Seller’s repair or alteration at all times, twenty-four (24) hours per day, including weekends and holidays. h. Suspension. Notwithstanding anything to the contrary herein (and without limiting Seller’s remedies under Section 15.b.i), Seller shall be entitled, in its sole discretion, to suspend delivery of electricity from the System to the Delivery Point (i) in the event of an emergency, including the presence of Hazardous Substances, (ii) for the purpose of maintaining and repairing the System or (iii) at the request of the Utility and, in each case of (i) through (iii) above, (a) such suspension of service shall not constitute a breach of this Agreement, (b) Seller shall have no liability for Purchaser to obtain electricity from other sources for the duration of such suspension, (c) Seller shall use commercially reasonable efforts to minimize any interruption in service to Purchaser, and (d) Purchaser will not be required to pay for any Deemed Delivered Energy during such suspension. i. Use of Contractors and Subcontractors. Seller shall be permitted to use contractors and subcontractors to perform its obligations under this Agreement, provided, however, 12 OHSUSA:766832482.3 that such contractors and subcontractors shall (i) be duly licensed and provide any work in accordance with Good Solar Industry Practices and (ii) use commercially reasonable efforts to perform obligations under this Agreement while minimizing disruption to Purchaser’s business and operations. Notwithstanding the foregoing, Seller shall continue to be responsible for the quality of the work performed by its contractors and subcontractors. j. Liens and Payment of Contractors and Suppliers. Seller shall pay when due all valid charges from all contractors, subcontractors and suppliers supplying goods or services to Seller under this Agreement and shall keep the Facility free and clear of any liens related to such charges, except for those liens which Seller is permitted by law to place on the Facility following non-payment by Purchaser of amounts due under this Agreement. Seller shall indemnify Purchaser for all claims, losses, damages, liabilities and expenses resulting from any liens filed against the Facility or any portion thereof in connection with such charges; provided, however, that Seller shall have the right to contest any such lien, so long as it provides a statutory bond or other reasonable assurances of payment that either remove such lien from title to the Facility or that assure that any adverse judgment with respect to such lien will be paid without affecting title to the Facility. k. Warranty Disclaimer. NO WARRANTY OR REMEDY, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE SHALL APPLY. THE WARRANTY SET FORTH IN THIS AGREEMENT SHALL BE PURCHASER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM REGARDING DEFECTS IN WORKMANSHIP, ANY SYSTEM EQUIPMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. 8. Purchaser’s Rights and Obligations. a. System Design and Finalization. In accordance with Section 7.a, Purchaser shall have the right to review and approve (i) material changes, if any, to the System design specifications set forth on Exhibit 2 prior to Seller’s commencement of System construction and (ii) System Equipment substitutions that would materially affect the appearance or capacity of the System, or require a change to the Energy Rate. With respect to (i) and (ii) in the preceding sentence, Purchaser shall promptly review the applicable information and respond to Seller without delay. b. Cooperation. Purchaser shall (i) provide Seller and its subcontractors, consultants, agents and representatives with reasonable access to the Facility for the purpose of designing the System, including conducting related inspections and studies, and accessing relevant documents, materials and records of Purchaser in conjunction with such activities, (ii) cooperate with Seller’s reasonable requests for information and access to the Facility for purposes of designing and installing the System and (iii) cooperate with all of Seller’s requests to assist Seller in obtaining any necessary agreements, permits and approvals pursuant to Section 7.b. Purchaser’s failure to provide such cooperation shall be a default under this Agreement subject to Section 15.c. 13 OHSUSA:766832482.3 c. Maintenance of Facility. Purchaser shall, at all times at Purchaser’s sole cost and expense, maintain the Facility (including, without limitation, the applicable portions of the roof and raceways and risers of the Facility) in good condition and repair and in a manner sufficient to support the System. Regardless of whether maintenance and repairs are made in the ordinary course or in an emergency, all maintenance and repairs shall be carried out in a manner that minimizes the impact on the System. Purchaser is fully responsible for the maintenance and repair of the Facility’s electrical system and of all of Purchaser’s equipment that utilizes the System’s outputs. Except in the event of Scheduled Outages, a failure of the Facility to accept energy produced by the System (whether due to a failure in Purchaser’s electrical system, maintenance or otherwise) will not excuse Purchaser from paying Seller for the energy production of the System that, in Seller’s reasonable estimation as provided below, would have been delivered to Purchaser from the operation of the System in the absence of a failure of the Facility to accept the energy produced and delivered by the System (“Deemed Delivered Energy”) and compensating Seller for lost revenues or other benefits from Environmental Attributes and Tax Incentives from such Deemed Delivered Energy. Seller’s estimation of Deemed Delivered Energy will be based on (a) past energy output delivery by the System during a similar period and under similar conditions if such information is available or (b) if such information is not available, based upon any other relevant information or bases which may reasonably be available to Seller and used for such purpose in the circumstances and consistent with Good Solar Industry Practices. Purchaser shall promptly notify Seller of any condition at the Facility of which it is aware pertaining to any damage to or loss of use of the System or that could reasonably be expected to adversely affect the System. d. No Alteration of Facility. Purchaser shall not make any alterations or repairs to the Facility which could adversely affect the operation and maintenance of the System without Seller’s prior written consent. If Purchaser wishes to make such alterations or repairs, Purchaser shall give prior written notice to Seller, setting forth the work to be undertaken (except for emergency repairs, for which notice may be given by telephone), and give Seller the opportunity to advise Purchaser in making such alterations or repairs in a manner that avoids damage to the System, but, notwithstanding any such advice, Purchaser shall be responsible for all damage to the System caused by Purchaser’s or its contractor’s negligence or breach of this Agreement or the Lease. To the extent that temporary disconnection or removal of the System is necessary for Purchaser to perform such alterations or repairs, such work and any replacement of the System after completion of Purchaser’s alterations and repairs, shall be done by Seller or its contractors at Purchaser’s cost, and Purchaser shall pay Seller for Deemed Delivered Energy and revenues or other benefits from Environmental Attributes and Tax Incentives that Seller would have received from the Deemed Delivered Energy of the System during any time that the System is not operating due to such disconnection. All of Purchaser’s alterations and repairs shall be done in a good and workmanlike manner and in compliance with all applicable laws, codes, and permits. e. Interconnection and Net Metering. Purchaser shall be entitled to participate in and retain any benefits from any net metering program of the Utility. If Purchaser elects to participate in a net metering program, Purchaser shall (i) sign all documentation required for net metering, (ii) ensure that the Facility remains interconnected to the Utility grid at all times to maintain net metering, (iii) not take any action, or fail to take any action, which prevents net metering, and (iv) comply with all applicable laws required for net metering. 14 OHSUSA:766832482.3 f. Liens. Except in accordance with Section 23.a, Purchaser shall not directly or indirectly cause, create, incur, assume or allow to exist any mortgage, pledge, lien, charge, security interest, encumbrance or other claim of any nature on or with respect to the System or any interest therein. Purchaser shall immediately notify Seller in writing of the existence of any such mortgage, pledge, lien, charge, security interest, encumbrance or other claim, shall promptly cause the same to be discharged and released of record without cost to Seller, and shall indemnify Seller against all costs and expenses (including reasonable attorneys’ fees) incurred in discharging and releasing any such mortgage, pledge, lien, charge, security interest, encumbrance or other claim. g. Security. Purchaser shall be responsible for using commercially reasonable efforts to maintain the physical security of the Facility and the System against known risks and risks that should have been known by Purchaser. Purchaser shall not conduct activities on, in or about the Facility that have a reasonable likelihood of causing damage, impairment or otherwise adversely affecting the System. Seller and Purchaser acknowledge the System shall be installed in public parking lots, monitored by security guard and used by Purchaser’s employees and members of the public. h. Tenant Purchaser Notices. If Purchaser is a lessor of the Facility (including any ground lease underlying a Facility), Purchaser shall provide to Seller immediate written notice of (i) receipt of notice of eviction from the Facility, (ii) termination of Purchaser’s lease of the Facility, and (iii) a breach of any of the Real Property Documents that could reasonably be expected to lead to an eviction if such breach was not cured. i. Insolation. Purchaser understands that unobstructed access to sunlight (“Insolation”) is essential to Seller’s performance of its obligations and a material term of this Agreement. Purchaser shall not in any way cause and, where possible, shall not in any way permit any interference with the System’s Insolation and shall not construct or install, or knowingly permit to be constructed or installed, any alterations, modifications or improvement to the Facility or any other property owned or controlled by Purchaser or an affiliate of Purchaser that interferes with or blocks the System’s Insolation. In addition to the foregoing, Purchaser shall not permit the growth of foliage that interferes with or blocks System’s Insolation. If Purchaser becomes aware of any activity or condition that could diminish the Insolation of the System, Purchaser shall notify Seller immediately and shall cooperate with Seller in preserving the System’s existing Insolation levels. The Parties agree that (i) reducing Insolation would irreparably injure Seller, (ii) such injury may not be adequately compensated by an award of money damages, and (iii) Seller is entitled to seek specific enforcement of this Section 8.i against Purchaser. j. Data Line. Purchaser shall provide Seller a high speed internet data line that meets Seller’s minimum performance requirements during the Term to enable Seller to receive and monitor data regarding electric energy generation and other System information, including site level energy load data. If Purchaser fails to provide such high speed internet data line, or if such line ceases to function and is not repaired, Seller may reasonably estimate the amount of electric energy that was generated and invoice Purchaser for such amount in accordance with Section 4. k. Breakdown Notice. Purchaser shall notify Seller within twenty-four (24) hours following the discovery by Purchaser of (i) any material malfunction in the operation of the System; or (ii) any occurrences that could reasonably be expected to adversely 15 OHSUSA:766832482.3 affect the System. Purchaser shall notify Seller immediately upon (i) an interruption in the supply of electrical energy from the System; or (ii) the discovery of an emergency condition respecting the System. Purchaser and Seller shall each designate personnel and establish procedures such that each Party may provide notice of such conditions requiring Seller’s repair or alteration at all times, twenty-four (24) hours per day, including weekends and holidays. 9. Change in Law. “Change in Law” means (i) the enactment, adoption, promulgation, modification or repeal after the Effective Date of any applicable law or regulation; (ii) the imposition of any material conditions on the issuance or renewal of any applicable permit after the Effective Date of this Agreement (notwithstanding the general requirements contained in any applicable permit at the time of application or issue to comply with future laws, ordinances, codes, rules, regulations or similar legislation); or (iii) a change in any Utility rate schedule or tariff approved by any Governmental Authority which, in the case of any of (i), (ii) or (iii), establishes requirements affecting owning, supplying, constructing, installing, operating or maintaining the System, or other performance of Seller’s obligations hereunder and which has a material adverse effect on the cost to Seller of performing such obligations. If any Change in Law occurs that (a) is generally applicable to similarly situated electric generating facilities and (b) increases the capital, financing, operating or maintenance costs of the System, or otherwise has a material adverse effect on the cost to Seller of performing its obligations under this Agreement, then Seller may make an equitable adjustment to the Energy Rate to compensate Seller for such increased costs over the remainder of the Term. 10. Relocation of System. If Purchaser ceases to conduct business operations at the Facility, or otherwise vacates the Facility prior to the expiration of the Term, Purchaser shall have the option to provide Seller with a mutually agreeable substitute premises located within the same Utility district as the terminated System or in a location with similar Utility rates and Insolation, in each case reasonably acceptable to Seller. Purchaser shall provide written notice to Seller at least sixty (60) days but not more than one hundred eighty (180) days prior to the date that it wants to make this substitution. The Parties shall negotiate in good faith the terms and conditions of such System relocation, including the costs of relocation and any necessary adjustments to the Energy Rate for redesign or Insolation. Purchaser’s inability to provide a substitute facility for relocation of the System on terms acceptable to Seller will be treated as a Default Event by Purchaser pursuant to Section 15.a.iv. 11. Disruption of Delivery. The duration of any maintenance, repair, or upgrade of the Site Electrical System that disrupts System Output will constitute a Disruption of Delivery, and will not constitute a Non-Delivery Period; provided, however, that if the need for any such repair or maintenance is caused by the negligence or intentional misconduct of the Seller, then the period required for such maintenance or repair will not constitute a Disruption of Delivery. The Buyer and the Seller will coordinate such activities so as to minimize disruption to the System. In no event shall repairs, maintenance or replacement undertaken by Buyer pursuant to this section and constituting a Disruption of Delivery on the part of the Buyer impact or impair the Seller’s ability to operate the System in accordance with the Interconnection Agreement at the conclusion of such a Disruption of Delivery. 16 OHSUSA:766832482.3 13. Removal of System at Expiration. Upon the expiration or earlier termination of the Lease (provided Purchaser does not exercise its purchase option), Seller shall, at its expense, remove all of its tangible property comprising the System from the Facility on a mutually convenient date, but in no event later than one hundred and eighty (180) days after the expiration of the Term; provided, however, Purchaser shall bear all costs and expenses of Seller’s removal of the System if removal is necessary due to a Default Event of Purchaser. Excluding ordinary wear and tear, the Facility shall be returned to its original condition including the removal of the System; provided, however, Seller shall not be required to remove (i) any supports, canopies, anchors, penetrations, conduits or other similar ancillary equipment which were installed by Seller if, in Seller’s reasonable judgment, the removal of such supports, anchors, penetrations, conduits or other similar ancillary equipment would cause harm and damage to the Facility, and (ii) any underground foundations or underground or buried conduits and cabling installed by Seller on or about the Facility. In no case shall Seller’s removal of the System affect the integrity of Purchaser’s roof, which shall be as leak proof as it was prior to removal of the System and shall be flashed and/or patched to existing roof specifications. Seller shall leave the Facility in neat and clean order. If Seller fails to remove or commence substantial efforts to remove the System by such agreed upon date, Purchaser shall have the right, at its option, to remove the System to a public warehouse and restore the Facility to its original condition (other than ordinary wear and tear) at Seller’s cost. Purchaser shall provide sufficient space at no expense to Seller for the temporary storage and staging of tools, materials and equipment and for the parking of construction crew vehicles and temporary construction trailers and facilities reasonably necessary during System removal. 14. Metering, Measurement and Ownership of Data. a. Metering and Measurement. Seller shall install one or more revenue grade bidirectional meter(s) (the “Seller Meter”), as Seller deems appropriate, at or immediately before the Delivery Point to measure the output of the System. The Seller Meter shall (i) meet the general commercial standards of the solar photovoltaic industry or the required standard of the Utility and (ii) provide and preserve a continuous flow of data to Seller twenty-four (24) hours per day through the data line provided by Purchaser pursuant to Section 8.jj. Seller shall maintain the Seller Meter in accordance with industry standards. If the Seller Meter’s operation is interrupted at any time for any reason, or is found to be inaccurate and in need of repair or replacement, Purchaser will pay invoices to Seller using the Deemed Delivered Energy estimation process for such period of interruption, or for the period from the last test of the affected Seller Meter that shows it to have been operating properly through the date upon which the Seller Meter is corrected. b. Ownership of Meter Data. Seller shall own all data generated by the Seller Meter (the “Meter Data”). Purchaser acknowledges that Seller may copy, reproduce, alter, aggregate, use, distribute and make available to third parties Meter Data to perform its obligations hereunder and otherwise to further its business purposes, including for research and development, data analysis, marketing, and to improve upon, develop and offer new products and service offerings, provided that if Seller distributes or makes available Meter Data to third parties that are not affiliates of Seller, such Meter Data shall be in a format that is aggregated and anonymized and does not directly or indirectly identify Purchaser or the Facility. 17 OHSUSA:766832482.3 15. Default, Remedies and Damages. a. Default. Any Party, or the Party specifically indicated below, as applicable, that fails to perform its responsibilities as listed below or experiences any of the circumstances listed below shall be deemed a “Defaulting Party” and each event of default shall be a “Default Event”: i. failure of a Party to pay any amount due and payable under this Agreement, other than an amount that is subject to a good faith dispute, within ten (10) days following receipt of written notice from the other Party (the “Non-Defaulting Party”) of such failure to pay; ii. failure of a Party to substantially perform any other material obligation under this Agreement within thirty (30) days following receipt of written notice from the Non- Defaulting Party demanding such cure; provided, that such thirty (30) day cure period shall be extended (but not beyond ninety (90) days) if and to the extent reasonably necessary to cure the Default Event, if (A) the Defaulting Party initiates such cure within the thirty (30) day period and continues such cure to completion and (B) there is no material adverse effect on the Non-Defaulting Party resulting from the failure to cure the Default Event; iii. if any representation or warranty of a Party proves at any time to have been incorrect in any material respect when made and is material to the transactions contemplated hereby, if the effect of such incorrectness is not cured within thirty (30) days following receipt of written notice from the Non-Defaulting Party demanding such cure; iv. Purchaser loses its rights to occupy the Facility; v. Purchaser ceases to conduct business operations at the Facility unless Purchaser and Seller agree on terms of a relocation of the System pursuant to Section 10; vi. a Party, or its guarantor, becomes insolvent or is a party to a bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or any general assignment for the benefit of creditors or other similar arrangement or any event occurs or proceedings are taken in any jurisdiction with respect to the Party which has a similar effect; vii. Purchaser prevents Seller from installing the System or Purchaser otherwise performs or fails to perform in a way that prevents the delivery of electric energy from the System. Such Default Event shall not excuse Purchaser’s obligations to make payments that otherwise would have been due under this Agreement; or viii. The Lease is terminated for any reason other than the election by Seller (exercised in Seller’s sole discretion) or Seller otherwise loses its rights to occupy the Premises (as defined in the Lease) or any of the easements granted pursuant to the Lease. ix. Purchaser fails to provide Seller with access to, on, over, under and across the Facility for the purposes of (a) installing, constructing, operating, owning, maintaining, accessing, removing and replacing the System; or (b) performing all 18 OHSUSA:766832482.3 of Seller’s other obligations under this Agreement and exercising any rights under the Lease. b. Remedies. i. Remedies for Defaults. On the occurrence of a Default Event, the Non- Defaulting Party may pursue any remedy under this Agreement, at law or in equity, including an action for damages and termination of this Agreement or suspension of performance of its obligations under this Agreement, upon five (5) days prior written notice to the Defaulting Party following the occurrence of the Default Event. If Purchaser is the Defaulting Party, then Seller may, in its sole discretion and upon not less than ten (10) days written notice to Purchaser, cease providing electric energy generated from the System to Purchaser and elect to continue to generate electric energy from the System and sell such energy to the Utility or a third party (such sale a “Third Party Energy Sale”) during the continuance of Purchaser’s Default Event. If Seller elects to proceed with a Third Party Energy Sale, (A) Seller shall be entitled to modify the System as Seller deems necessary to accommodate the Third Party Energy Sale, and (B) Seller shall be entitled to pursue an action for damages including, without limitation, lost revenue due to realization of a price per kWh in such Third Party Energy Sale that is lower than the then effective Energy Rate. Nothing herein shall limit either Party’s right to collect damages upon the occurrence of a breach or a default by the other Party that does not become a Default Event. ii. Seller Remedies Upon Termination for Purchaser Default. If Purchaser is the Defaulting Party and Seller terminates this Agreement, Seller may, in its sole discretion and upon not less than ten (10) days prior written notice to Purchaser, cease providing electric energy generated from the System to Purchaser and either (1) elect to pursue a Third Party Energy Sale for the unexpired Term and pursue an action for damages including, without limitation, lost revenue due to realization of a lower price per kWh in such Third Party Energy Sale or (2) request that Purchaser pay a termination payment to Seller (the “Purchaser’s Termination Payment”). If Purchaser does not pay the Purchaser’s Termination Payment to Seller within ten (10) business days of Seller’s request for such payment, Seller may, in its sole discretion, elect to pursue a Third Party Energy Sale. For the avoidance of doubt, Seller’s right to pursue a Third Party Energy Sale shall survive termination of this Agreement. The Purchaser’s Termination Payment shall be in accordance with Exhibit 4, the Premises Owner Termination Payment Schedule plus Seller’s costs for System removal and the value of any Tax Incentives recaptured as a result of the termination. The Parties agree that actual damages to Seller in the event this Agreement terminates prior to the expiration of the Term as the result of a Default Event by Purchaser would be difficult to ascertain, and the Purchaser’s Termination Payment is a reasonable approximation of the damages suffered by Seller as a result of early termination of this Agreement. The Purchaser’s Termination Payment shall not be less than zero. iii. Purchaser Remedies Upon Termination for Seller Default. If Seller is the Defaulting Party and Purchaser terminates this Agreement, then Seller shall remove the System within one hundred eighty (180) days of the termination date. 19 OHSUSA:766832482.3 c. Purchaser Default Prior to Commercial Operation Date. If Purchaser fails to perform its obligations under this Agreement, including Purchaser’s cooperation obligations under Section 8.b, prior to the Commercial Operation Date and such failure continues for ten (10) days after notice thereof by Seller to Purchaser then, without limiting any remedy Seller may have under this Agreement or at law or in equity, Seller may terminate this Agreement upon notice to Purchaser and Purchaser shall pay to Seller all of Seller’s costs and expenses incurred through the date of termination, including Seller’s costs of inspecting the Facility, designing the System and any procurement and installation work on the System through the date of termination. 16. Representations and Warranties. a. General Representations and Warranties. Each Party represents and warrants to the other the following as of the Effective Date and the Conditions Satisfaction Date: i. Organization; Authority; Enforceability. Such Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; the execution, delivery and performance by such Party of this Agreement has been duly authorized by all necessary corporate, partnership or limited liability company action, as applicable, and does not violate any law; and this Agreement is a valid obligation of such Party, enforceable against such Party in accordance with its terms (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereafter in effect relating to creditors’ rights generally). ii. Approvals; Compliance with Laws. Such Party has obtained all permits, licenses, authorizations, consents and approvals required by any Governmental Authority or other third party and necessary for such Party to own its assets, carry on its business and to execute and deliver this Agreement; and such Party is in compliance with all laws (including Environmental Laws) that relate to this Agreement in all material respects. b. Purchaser’s Representations and Warranties. Purchaser represents and warrants to Seller the following as of the Effective Date and the Conditions Satisfaction Date: i. Ownership of Facility and Other Agreements. Neither the execution and delivery of this Agreement by Purchaser nor the performance by Purchaser of any of its obligations under this Agreement conflicts with or will result in a breach or default under any agreement or obligation to which Purchaser is a party or by which Purchaser or the Facility is bound. ii. Accuracy of Information. All information provided by Purchaser to Seller, as it pertains to the Facility’s physical configuration, Purchaser’s planned use of the Facility, and Purchaser’s estimated electricity requirements, is accurate in all material respects. iii. Purchaser Status. Purchaser is not a public utility or a public utility holding company and is not subject to regulation as a public utility or a public utility holding company. iv. No Pool Use. No electricity generated by the System will be used to heat a swimming pool. 20 OHSUSA:766832482.3 v. Economic Sanctions and Anti-Money Laundering. (1) Purchaser and its affiliates are and for the life of this Agreement shall remain in full compliance with all applicable AML Measures and Sanctions Measures (as defined below); (2) Neither Purchaser nor any of its affiliates: (i) operate or do business relating to, or are organized under the laws of, an Embargoed Territory (as defined below); or (ii) for the life of this Agreement shall operate or do business relating to, or be organized under the laws of, an Embargoed Territory; (3) Neither Purchaser nor any of its affiliates are Sanctioned Persons (as defined below); (4) No monies that Purchaser pays to Seller under or in connection with this Agreement shall derive from: (i) an Embargoed Territory or a Sanctioned Person; (ii) activity in which a U.S. legal entity is generally forbidden to engage under Sanctions Measures; or (iii) any other unlawful activity including, without limitation, activity that can constitute a predicate offense under an AML Measure; and (5) Seller shall have the right to suspend or terminate and forgo performance under this Agreement if: (i) Purchaser breaches or is in default with respect to this Section 16.b.iv; or (ii) Purchaser or any of its affiliates become a Sanctioned Person. The following definitions shall apply with respect to this Section 16.b.iv: “AML Measure” means the USA PATRIOT Act or any other statute, executive order, regulation or other legal measure that imposes anti-money laundering legal requirements. “Sanctioned Person” means (i) an individual who or entity that is on the OFAC List of Specially Designated Nationals and Blocked Persons or other list of sanctioned persons administered by OFAC, authorities of the European Union, or one or more of its member states; or (ii) an entity that is, directly or indirectly, at least fifty percent (50%) owned by one or more persons encompassed by clause (i) to the extent that Purchaser knows or has reason to know about such ownership circumstances. “OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury. “Sanctioned Person” means (i) an individual who or entity that is on the OFAC List of Specially Designated Nationals and Blocked Persons or other list of sanctioned persons administered by OFAC, authorities of the European Union, or one or more of its member states; or (ii) an entity that is, directly or indirectly, at least fifty percent (50%) owned by one or more persons encompassed by clause (i) to the extent that Purchaser knows or has reason to know about such ownership circumstances. 21 OHSUSA:766832482.3 “Sanctions Measure” means any statute, executive order, regulation or other legal measure that is administered by OFAC or that otherwise imposes legal requirements relating to embargoes or other economic sanctions. vi. Hazardous Substances. Except as disclosed to Seller, there are no Hazardous Substances that exist in the areas on or near the Facility where Seller or its subcontractors will undertake to install, operate, maintain or repair the System. 17. System and Facility Damage and Insurance. a. System and Facility Damage. ii. Purchaser’s Obligations. If the Facility is damaged or destroyed by casualty of any kind or any other occurrence other than Seller’s gross negligence or willful misconduct, such that the operation of the System and/or Purchaser’s ability to accept the electric energy produced by the System are materially impaired or prevented, Purchaser shall promptly repair and restore the Facility to its pre- existing condition; provided, however, that if more than fifty percent (50%) of the Facility is destroyed during the last five years of the Initial Term or during any Additional Term, Purchaser may elect either (A) to restore the Facility or (B) to pay the Purchaser’s Termination Payment and all other costs previously accrued but unpaid under this Agreement and thereupon terminate this Agreement. b. Seller’s Insurance Requirements. i. From the Effective Date through the Initial Term and any Additional Term of this Agreement, SELLER shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by Purchaser’s Risk Manager or designee at any time and in its sole discretion. The required policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, subject to the terms of this Agreement, in the event a Third Party Claim (as defined in Section 19.a below) arises directly due to the negligence of SELLER (except to the extent due to the negligence of the Purchaser, its officers, officials, employees, agents, volunteers, contractors or i. Seller’s Obligations. If the System is damaged or destroyed by casualty of any kind or any other occurrence other than by Force Majeure (as defined in Section 22.a) or Purchaser’s gross negligence or willful misconduct, Seller shall promptly repair and restore the System to its pre-existing condition; provided, however, that (A) if the System is damaged or destroyed as a result of Purchaser’s or its contractor’s negligence or breach of this Agreement, such repair and restore of the System shall be at Purchaser’s cost as provided in Section 7.c. and (B) if more than fifty percent (50%) of the System is destroyed during the last five (5) years of the Initial Term or during any Additional Term, Seller shall not be required to restore the System, but may instead terminate this Agreement, unless Purchaser agrees (i) to pay for the cost of such restoration of the System or (ii) to purchase the System “AS-IS” at the Fair Market Value (as defined in Section 18.c) of the System. 22 OHSUSA:766832482.3 other third parties), the insurance limits available to Purchaser, its officers, officials, employees, agents and volunteers as additional insureds for such Third Party Claim shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. ii. If at any time from the Effective Date through the Initial Term and any Additional Term of the Agreement, SELLER or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to SELLER shall be withheld until notice is received by Purchaser that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to Purchaser. Any failure to maintain the required insurance shall be sufficient cause for Purchaser to terminate this Agreement. No action taken by Purchaser pursuant to this section shall in any way relieve SELLER of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by Purchaser that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. iii. The fact that insurance is obtained by SELLER shall not be deemed to release or diminish the liability of SELLER, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify Purchaser shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by SELLER. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of SELLER, vendors, suppliers, invitees, consultant, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. iv. Coverage shall be at least as broad as: 1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.” 2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non- owned automobiles or other licensed vehicles (Code 1- Any Auto). 3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. 23 OHSUSA:766832482.3 v. Minimum Limits Of Insurance SELLER shall procure and maintain from the Effective Date of this Agreement through the Initial Term and any Additional Term, insurance with limits of liability not less than those set forth below. However, subject to the terms of this Agreement, in the event a Third Party Claim arises directly due to the negligence of SELLER (except to the extent due to the negligence of the Purchaser, its officers, officials, employees, agents, volunteers, contractors or other third parties), insurance limits available to Purchaser, its officers, officials, employees, agents and volunteers as additional insureds for such Third Party Claim shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: 1. COMMERCIAL GENERAL LIABILITY (i) $2,000,000 per occurrence for bodily injury and property damage; (ii) $2,000,000 per occurrence for personal and advertising injury; (iii) $4,000,000 aggregate for products and completed operations; and, (iv) $4,000,000 general aggregate applying separately to the work performed under the Agreement. 2. COMMERCIAL AUTOMOBILE LIABILITY $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation Insurance as required by the State of California with statutory limits and EMPLOYER’S LIABILITY with limits of liability not less than: (i) $1,000,000 each accident for bodily injury; (ii) $1,000,000 disease each employee; and, (iii) $1,000,000 disease policy limit. 4. PROPERTY ALL RISK INSURANCE: Limits of insurance in an amount equal to the full (100%) replacement cost (without deduction for depreciation) of the System, except the perils of flood, earthquake and windstorms (as defined in Seller’s insurance policy). 5. CONTRACTORS’ POLLUTION LEGAL LIABILITY with coverage for bodily injury, property damage or pollution clean-up costs that could result from of pollution condition, both sudden and gradual. Including a discharge of pollutants brought to the work site or other pollution conditions with limits of liability of not less than the following: (i) $1,000,000 per occurrence or claim; and, (ii) $2,000,000 general aggregate per annual policy period. (iii) In the event this Agreement involves the transportation of hazardous material, either the Commercial Automobile policy or other appropriate insurance policy shall be endorsed to include Transportation Pollution Liability insurance covering materials to be transported by SELLER pursuant to the Agreement. 24 OHSUSA:766832482.3 vi. Umbrella Or Excess Insurance In the event SELLER purchases an Umbrella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the Purchaser, its officers, officials, employees, agents and volunteers. vii. Deductibles And Self-Insured Retentions SELLER shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and SELLER shall also be responsible for payment of any self-insured retentions. Any self-insured retentions must be declared on the Certificate of Insurance, and approved by, the Purchaser’s Risk Manager or designee. At the option of the Purchaser’s Risk Manager or designee, either: 1. The insurer shall reduce or eliminate such self-insured retentions as respects Purchaser, its officers, officials, employees, agents and volunteers; or 2. SELLER shall provide a financial guarantee, satisfactory to Purchaser’s Risk Manager or designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall Purchaser be responsible for the payment of any deductibles or self-insured retentions. viii. Other Insurance Provisions/Endorsements 1. All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice has been given to Purchaser, except ten (10) days for nonpayment of premium. The foregoing notice should be sent to: City of Fresno – Public Works, C/O Ann Kloose, 2101 “G” St, Building C, Fresno, CA 93706. SELLER is also responsible for providing written notice to the Purchaser under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, SELLER shall furnish Purchaser with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for Purchaser, SELLER shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy. 2. The Commercial General, Pollution and Automobile Liability insurance policies shall be written on an occurrence form. 3. The Commercial General, Pollution and Automobile Liability insurance policies shall be endorsed to name Purchaser, its officers, officials, agents, employees and volunteers as an additional insured. SELLER shall establish additional insured status for the Purchaser and for 25 OHSUSA:766832482.3 all ongoing and completed operations under both Commercial General and Pollution Liability policies by use of ISO Forms or an executed manuscript insurance company endorsement providing additional insured status. The Commercial General endorsements must be as broad as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37 or equivalent. 4. The Commercial General, Pollution and Automobile Liability insurance shall contain, or be endorsed to contain, that the SELLERS’ insurance shall be primary to and require no contribution from the Purchaser. The Commercial General and Pollution Liability policies are required to include primary and non-contributory coverage in favor of the Purchaser for both the ongoing and completed operations coverage. Subject to the agreed upon limits in this Agreement, the coverages to the Purchaser, its officers, officials, employees, agents and volunteers will be as broad as what is available to the named insured. Further, subject to the terms of this Agreement, in the event a Third Party Claim arises directly due to the negligence of SELLER (except to the extent due to the negligence of the Purchaser, its officers, officials, employees, agents, volunteers, contractors or other third parties), if SELLER maintains higher limits of liability than the minimums shown above, Purchaser requires and shall be entitled to coverage for the higher limits of liability maintained by SELLER for such Third Party Claim. 5. Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits. 6. For any claims related to this Agreement, SELLER’S insurance coverage shall be primary insurance with respect to the Purchaser, its officers, officials, agents, employees, and volunteers. Any insurance or self-insurance maintained by the Purchaser, its officers, officials, agents, employees, and volunteers shall be excess of the SELLER’S insurance and shall not contribute with it. ix. Providing Of Documents SELLER shall furnish Purchaser with all certificate(s) and applicable endorsements effecting coverage required herein All certificates and applicable endorsements are to be received and approved by the Purchaser’s Risk Manager or designee prior to Purchaser’s execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. In the event there is a claim or due to the necessity of meeting the minimum insurance requirements, and upon request of Purchaser, SELLER shall immediately furnish Purchaser with a complete copy of a reasonably redacted insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. 26 OHSUSA:766832482.3 x. Subcontractors If SELLER subcontracts any or all of the services to be performed under this Agreement, the subcontractor(s) may enter into a separate Side Agreement with the City to provide required indemnification and insurance protection. Any Side Agreement(s) and associated insurance documents for the subcontractors must be reviewed and preapproved by Purchaser’s Risk Manager or designee. If no Side Agreement is entered into, (i) SELLER will be solely responsible for ensuring that its subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry, and (ii) SELLER must meet all insurance requirements set forth in this Agreement. c. Purchaser’s Insurance. Purchaser shall maintain (A) commercial general liability insurance for the Facility with coverage of at least $1,000,000 per occurrence and $2,000,000 annual aggregate, (B) property insurance on the Facility covering “All Risks” perils in an amount equal to the full replacement cost of the Facility; (C) business interruption insurance covering Purchaser’s operations at the Facility; and (D) workers’ compensation insurance covering all employees of Purchaser, as required by the laws of the State in which the Facility is located, and employers’ liability coverage subject to a limit of no less than $500,000 for bodily injury by accident per accident/$500,000 for bodily injury by disease per employee/$1,000,000 for bodily injury by disease policy limit. d. Policy Provisions. All Purchaser’s insurance policies provided hereunder shall (i) contain a provision whereby the insurer agrees to give Seller (A) not less than ten (10) days written notice before the insurance is cancelled or terminated as a result of non- payment of premiums, or (B) not less than thirty (30) days written notice before the insurance is otherwise cancelled or terminated, (ii) be written on an occurrence basis, and (iii) be maintained with companies either rated no less than A-VII as to Policy Holder’s Rating in the current edition of A.M. Best’s Insurance Guide or otherwise reasonably acceptable to the other Party. Purchaser shall name the Seller as additional insured as respects commercial general liability and employers liability. e. Certificates. Upon the Seller’s request Purchaser shall deliver to the Seller certificates of insurance evidencing the above required coverage. A Party’s receipt, review or acceptance of such certificate shall in no way limit or relieve the other Party of the duties and responsibilities to maintain insurance as set forth in this Agreement. f. Deductibles. Unless and to the extent that a claim is covered by an indemnity set forth in this Agreement, each Party shall be responsible for the payment of its own deductibles. 18. Ownership; Option to Purchase. a. Ownership of System. Throughout the Term, Seller shall be the legal and beneficial owner of the System at all times, including all Environmental Attributes, and Seller shall be entitled to the benefit of all Tax Incentives of the System, and the System shall remain the personal property of Seller and shall not attach to or be deemed a part of, or fixture to, the Facility notwithstanding that certain portions of the System may otherwise qualify as fixtures due to the manner of installation of the System. Each of Seller and Purchaser agree that Seller (or the designated assignee of Seller permitted under Section 23) is the tax owner of the System and all tax filings and reports will be filed in a 27 OHSUSA:766832482.3 manner consistent with this Agreement. The System shall at all times retain the legal status of personal property as defined under Article 9 of the Uniform Commercial Code. Purchaser covenants that it shall use commercially reasonable efforts to place all parties having an interest in or a mortgage, pledge, lien, charge, security interest, encumbrance or other claim of any nature on the Facility on notice of the ownership of the System and the legal status or classification of the System as personal property. If there is any mortgage or fixture filing against the Facility which could reasonably be construed as prospectively attaching to the System as a fixture of the Facility, Purchaser shall provide a disclaimer or release from such lienholder. If Purchaser is the fee owner of the Facility, Purchaser consents to the filing of a disclaimer of the System as a fixture of the Facility in the office where real estate records are customarily filed in the jurisdiction where the Facility is located. If Purchaser is not the fee owner, Purchaser shall obtain such consent from such owner. Without limiting the generality of the foregoing, Purchaser hereby waives any statutory or common law lien that it might otherwise have in or to the System or any part thereof and agrees that, notwithstanding the occurrence of a Default Event by Purchaser under this Agreement beyond all applicable notice and cure periods (including those granted to Financing Parties), Seller or any Financing Party (or its designee) shall own and may remove the System from the Facility at any time. b. Option to Purchase. At the end of the tenth (10th) Contract Year and at the end of the Initial Term or each Additional Term (each such date a “Purchase Option Date”), so long as Purchaser is not in default under this Agreement, Purchaser may purchase the System from Seller for a purchase price equal to the Fair Market Value (as defined in Section 18.c) of the System as of the Purchase Option Date. Purchaser must provide a notification to Seller of its intent to purchase at least ninety (90) days and not more than one hundred eighty (180) days prior to the Purchase Option Date, and the purchase shall be completed on or before the Purchase Option Date. c. Determination of Fair Market Value. “Fair Market Value” means the greatest of: (i) the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance of the System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, taking into account the present value of all associated future income streams expected to arise from the operation of the System for the remaining useful life of the System, including but not limited to the expected price of electricity, Environmental Attributes, and Tax Incentives and factoring in future avoided costs and expenses associated with the System and assuming the System is able to generate revenue for the then-remaining term of the Agreement at a price equal to the then-applicable Energy Rate and thereafter for the remaining useful life of the System at a price equal to the then fair market price for energy and (ii) Purchaser’s Termination Payment. The Parties shall select a mutually acceptable nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value of the System. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value of the System based on the formulation set forth herein, and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. 28 OHSUSA:766832482.3 The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System, Purchaser shall assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Seller shall have no further liabilities or obligations hereunder. 19. Indemnification. a. General. To the furthest extent allowed by law, each Party (”Indemnifying Party") shall indemnify, hold harmless and defend the other Party and the officers, officials, employees, agents and volunteers of the other Party from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) resulting from any and all third party claims, demands and actions in law or equity (including attorney's fees and litigation expenses) (collectively "Third Party Claims"), arising or alleged to have arisen directly or indirectly out of the Indemnifying Party's gross negligence or willful misconduct in the performance of this Agreement. In addition, to the furthest extent allowed by law, SELLER shall indemnify, hold harmless and defend Purchaser and each of its officers, officials, employees, agents and volunteers from Third Party Claims arising or alleged to have arisen directly or indirectly out of SELLER's negligence in its performance of this Agreement. SELLER’S obligations shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages to the extent caused by the negligence, or caused by the willful misconduct, of Purchaser or any of its officers, officials, employees, agents or volunteers. Nothing in this Section is intended to modify the limitations of Seller’s liability set forth in Section 20 or if SELLER’S System damages Purchaser’s Facility. This Section 19.a however, shall not apply to liability arising from any form of Hazardous Substances or other environmental contamination, such matters being addressed exclusively by Section 19.c. b. Notice and Participation in Third Party Claims. The Indemnified Party shall give the Indemnifying Party written notice with respect to any Liability asserted by a third party (a “Claim”), as soon as possible upon the receipt of information of any possible Claim or of the commencement of such Claim. The Indemnifying Party may assume the defense of any Claim, at its sole cost and expense, with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The Indemnified Party may, however, select separate counsel if both Parties are defendants in the Claim and such defense or other form of participation is not reasonably available to the Indemnifying Party. The Indemnifying Party shall pay the reasonable attorneys’ fees incurred by such separate counsel until such time as the need for separate counsel expires. The Indemnified Party may also, at the sole cost and expense of the Indemnifying Party, assume the defense of any Claim if the Indemnifying Party fails to assume the defense of the Claim within a reasonable time. Neither Party shall settle any Claim covered by this Section 19.b unless it has obtained the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall have no liability under this Section 19.b for any Claim for which such notice is not provided if that the failure to give notice prejudices the Indemnifying Party. c. Environmental Indemnification. Seller shall indemnify, defend and hold harmless all of Purchaser’s Indemnified Parties from and against all Liabilities arising out of or relating to the existence at, on, above, below or near the Facility of any Hazardous Substance (as defined in Section 19.c.i) to the extent deposited, spilled or otherwise 29 OHSUSA:766832482.3 caused by Seller or any of its contractors or agents. Purchaser shall indemnify, defend and hold harmless all of Seller’s Indemnified Parties from and against all Liabilities arising out of or relating to the existence at, on, above, below or near the Facility of any Hazardous Substance, except to the extent deposited, spilled or otherwise caused by Seller or any of its contractors or agents. Each Party shall promptly notify the other Party if it becomes aware of any Hazardous Substance on or about the Facility generally or any deposit, spill or release of any Hazardous Substance. i. “Hazardous Substance” means any chemical, waste or other substance (A) which now or hereafter becomes defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “pollution,” “pollutants,” “regulated substances,” or words of similar import under any Environmental Laws, (B) which is declared to be hazardous, toxic, or polluting by any Governmental Authority, (C) exposure to which is now or hereafter prohibited, limited or regulated by any Governmental Authority, (D) the storage, use, handling, disposal or release of which is restricted or regulated by any Governmental Authority, or (E) for which remediation or cleanup is required by any Governmental Authority. ii. “Environmental Law” means any applicable federal, state, municipal or local law, statute, rule, regulation, ordinance, code, judgment, decree or decision implementing any of the foregoing by any Governmental Authority relating to (A) the protection of the air, water, land or natural resources or (B) the generation, use, handling, treatment, storage, disposal and transportation of Hazardous Substances. 20. Limitations of Liability. a. No Consequential Damages. EXCEPT WITH RESPECT TO PAYMENT OF A PURCHASER’S TERMINATION PAYMENT, OR IN CONNECTION WITH THIRD- PARTY INDEMNIFICATION CLAIMS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT. b. Actual Damages. Except for third party indemnification claims, Seller’s aggregate liability under this Agreement arising out of or in connection with the performance or non-performance of this Agreement shall not exceed $510,466 (such amount, the “Seller Liability Cap”). The provisions of this Section 20.b shall apply whether such liability arises in contract, tort (including negligence), strict liability or otherwise. Any action against Seller must be brought within one (1) year after the cause of action accrues. Any proceeds of insurance required to be maintained by Seller pursuant to Section 17 that Seller actually receives from the same claim giving rise to a Purchaser claim under this agreement shall not reduce the Seller Liability Cap. TO THE EXTENT ENFORCEABLE UNDER APPLICABLE LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, 30 OHSUSA:766832482.3 STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR SELLER TO ENTER INTO THIS AGREEMENT. 21. Dispute Resolution. a. Negotiation. The Parties, through their respective senior management, shall negotiate in good faith and attempt to resolve any dispute, controversy or claim arising out of or relating to this Agreement (a “Dispute”) within twenty (20) business days after the date that a Party gives written notice of such Dispute to the other Party. b. Arbitration. In the event any Dispute is not settled to the mutual satisfaction of the Parties pursuant to Section 21.a above, the Dispute shall then be settled by final, binding arbitration pursuant to the California Arbitration Act, C.C.P §§ 1280 et seq. (“CAA”),. The Parties shall mutually select one local arbitrator. In the event the Parties are unable to agree on an arbitrator, an arbitrator will be appointed by the provided in the CAA. All arbitration proceedings will take place Fresno, California. The arbitrator will be entitled to award monetary and equitable relief, including specific performance and other injunctive relief; provided, however, that only damages allowed pursuant to this Agreement may be awarded. Except as otherwise expressly provided in this Section 21.b, each Party will bear the expenses of its own counsel and will jointly bear the expenses of the arbitrator. The Parties agree that the arbitrator will include, as an item of damages, the costs of arbitration, including reasonable legal fees and expenses, incurred by the prevailing party if the arbitrator determines that either (i) the non- prevailing Party did not act in good faith when disputing its liability hereunder to the prevailing Party or when initiating a claim against the prevailing Party; or (ii) the prevailing Party has had to resort to arbitration with respect to a substantially similar claim more than twice in any thirty-six (36) month period. Should it become necessary to resort or respond to court proceedings to enforce a Party’s compliance with this Section 21.b, such proceedings will be brought in accordance with Section 26.a below. If the court directs or otherwise requires compliance herewith, then all costs and expenses, including reasonable attorneys’ fees incurred by the Party requesting such compliance, will be reimbursed by the non-complying Party to the requesting Party. 22. Force Majeure. a. “Force Majeure” means any event or circumstances beyond the reasonable control of and without the fault or negligence of the Party claiming Force Majeure. It shall include, without limitation, failure or interruption of the production, delivery or acceptance of electricity due to: an act of god; war (declared or undeclared); sabotage; riot; insurrection; civil unrest or disturbance; military or guerilla action; terrorism; economic sanction or embargo; civil strike, work stoppage, slow-down, or lock-out; explosion; fire; earthquake; abnormal weather condition or actions of the elements; hurricane; flood; lightning; wind; the binding order of any Governmental Authority (provided that such order has been resisted in good faith by all reasonable legal means); the failure to act on the part of any Governmental Authority (provided that such action has been timely requested and diligently pursued); unavailability of electricity from the Utility grid, equipment, supplies or products (but not to the extent that any such availability of any of the foregoing results from the failure of the Party claiming Force Majeure to have exercised reasonable diligence); and failure of equipment not utilized by or under the control of the Party claiming Force Majeure. 31 OHSUSA:766832482.3 b. Except as otherwise expressly provided to the contrary in this Agreement, if either Party is rendered wholly or partly unable to timely perform its obligations under this Agreement because of a Force Majeure event, that Party shall be excused from the performance affected by the Force Majeure event (but only to the extent so affected) and the time for performing such excused obligations shall be extended as reasonably necessary; provided, that: (i) the Party affected by such Force Majeure event, as soon as reasonably practicable after obtaining knowledge of the occurrence of the claimed Force Majeure event, gives the other Party prompt oral notice, followed by a written notice reasonably describing the event; (ii) the suspension of or extension of time for performance is of no greater scope and of no longer duration than is required by the Force Majeure event; and (iii) the Party affected by such Force Majeure event uses all reasonable efforts to mitigate or remedy its inability to perform as soon as reasonably possible. The Term shall be extended day for day for each day performance is suspended due to a Force Majeure event. c. Notwithstanding anything herein to the contrary, the obligation to make any payment due under this Agreement shall not be excused by a Force Majeure event that solely impacts Purchaser’s ability to make payment. d. If a Force Majeure event continues for a period of one hundred and eighty (180) days or more within a twelve (12) month period and prevents a material part of the performance by a Party hereunder, the Party not claiming the Force Majeure event shall have the right to terminate this Agreement without fault or further liability to either Party (except with respect to amounts accrued but unpaid prior to termination). 23. Assignment and Financing. a. Assignment. This Agreement may not be assigned in whole or in part by either Party without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Seller may, without the prior written consent of Purchaser, (i) assign, mortgage, pledge or otherwise collaterally assign its interests in this Agreement and the System to any Financing Party, (ii) directly or indirectly assign this Agreement and the System to an affiliate or subsidiary of Seller, (iii) assign this Agreement and the System to any entity through which Seller is obtaining financing or capital for the System (iv) assign this Agreement and the System to any person succeeding to all or substantially all of the assets of Seller (provided that Seller shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Seller’s obligations hereunder by the assignee) and (v) assign this Agreement and the System to any assignee that (x) has comparable experience in operating and maintaining photovoltaic solar systems comparable to the System and providing services comparable to those contemplated by this Agreement, or will contract with parties who have such experience and (y) has the financial capability to maintain the System and provide the services contemplated by this Agreement in the manner required by this Agreement. In the event of any such assignment, Seller shall be released from all its liabilities and other obligations under this Agreement. However, any assignment of Seller’s rights and/or obligations under this Agreement shall not result in any change to Purchaser’s rights and obligations under this Agreement. This Agreement shall be binding on and inure to the benefit of the successors and permitted assignees. 32 OHSUSA:766832482.3 b. Financing. The Parties acknowledge that Seller may obtain construction and long-term financing or other credit support from one or more Financing Parties. “Financing Parties” means a person or persons providing construction or permanent financing to Seller in connection with construction, ownership, operation and maintenance of the System or, if applicable, any person to whom Seller has transferred the ownership interest in the System. Both Parties agree in good faith to consider and to negotiate changes or additions to this Agreement that may be reasonably requested by the Financing Parties; provided, that such changes do not alter the fundamental economic terms of this Agreement. In connection with an assignment pursuant to Section 23.a, and within five (5) business days after receipt of a written request by Seller, Purchaser agrees to execute any consent, estoppel or acknowledgement in form and substance reasonably acceptable to such Financing Parties. c. Successor Servicing. The Parties further acknowledge that in connection with any construction or long term financing or other credit support provided to Seller or its affiliates by Financing Parties, that such Financing Parties may require that Seller or its affiliates appoint a third party to act as backup or successor provider of operation and maintenance services with respect to the System and/or administrative services with respect to this Agreement (the “Successor Provider”). Purchaser agrees to accept performance from any Successor Provider so appointed so long as such Successor Provider performs in accordance with the terms of this Agreement. 24. Confidentiality and Publicity. a. Confidentiality. If either Party provides confidential information, including this Agreement, business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other Party or, if in the course of performing under this Agreement or negotiating this Agreement a Party learns Confidential Information regarding the facilities or plans of the other Party, the receiving Party shall (i) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (ii) refrain from using such Confidential Information, except in the negotiation and performance of this Agreement, including but not limited to obtaining financing for the System. Notwithstanding the above, (A) a Party may provide such Confidential Information to its, officers, directors, members, managers, employees, agents, contractors and consultants (collectively, “Representatives”), and affiliates, potential lenders and purchasers, and potential assignees of this Agreement (provided and on condition that such potential assignees be bound by a written agreement or legal obligation restricting use and disclosure of Confidential Information), and (B) Meter Data shall be considered Confidential Information of Seller and not Purchaser, subject to Seller’s obligations with respect to Meter Data as set forth in Section 14.b. Any recipient of Confidential Information pursuant to clause (A) above shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of this Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Section 24.a, except as set forth in Section 24.b. All Confidential Information shall remain the property of the disclosing Party and 33 OHSUSA:766832482.3 shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party. Each Party agrees that the disclosing Party would be irreparably injured by a breach of this Section 24.a by the receiving Party or its Representatives or other person to whom the receiving Party discloses Confidential Information of the disclosing Party and that the disclosing Party may be entitled to equitable relief, including injunctive relief and specific performance, in the event of a breach of this Section 24.a. To the fullest extent permitted by applicable law, such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 24.a, but shall be in addition to all other remedies available at law or in equity. b. Permitted Disclosures. Notwithstanding any other provision in this Agreement, neither Party shall be required to hold confidential any information that (i) becomes publicly available other than through the receiving Party, (ii) is required to be disclosed to a Governmental Authority under applicable law or pursuant to a validly issued subpoena, (iii) is independently developed by the receiving Party or (iv) becomes available to the receiving Party without restriction from a third party under no obligation of confidentiality. If disclosure of information is required by a Governmental Authority, the disclosing Party shall, to the extent permitted by applicable law, notify the other Party of such required disclosure promptly upon becoming aware of such required disclosure and shall cooperate with the other Party in efforts to limit the disclosure to the maximum extent permitted by law. Purchaser shall be considered a Governmental Authority and may disclose information as required by the California Public Records Act, Gov. Code §§ 6250 et seq.. 25. Goodwill and Publicity. Neither Party shall use any name, trade name, service mark or trademark of the other Party in any promotional or advertising material without the prior written consent of such other Party. Neither Party shall make any press release or public announcement of the specific terms of this Agreement (except for filings or other statements or releases as may be required by applicable law) without the specific prior written consent of the other Party. Without limiting the generality of the foregoing, all public statements must accurately reflect the rights and obligations of the Parties under this Agreement, including the ownership of Environmental Attributes and any related reporting rights. Notwithstanding the foregoing, Purchaser may, without Seller’s consent, issue promotional or advertising materials regarding Purchaser’s use of solar or renewable energy that do not identify Seller or any of its affiliates. 26. Miscellaneous Provisions a. Choice of Law. This Agreement will be governed by the laws of the State of California, without giving effect to conflict of laws principles that would cause the laws of another jurisdiction to apply to this Agreement. b. Attorneys’ Fees. The prevailing party in any dispute arising out of this Agreement shall be entitled to reasonable attorneys’ fees and costs. c. Notices. All notices under this Agreement shall be in writing and shall be by personal delivery, facsimile transmission, electronic mail, overnight courier, or regular, certified, or registered mail, return receipt requested, and deemed received upon personal delivery, acknowledgment of receipt of electronic transmission, the promised delivery date after deposit with overnight courier, or five (5) days after deposit in the mail. 34 OHSUSA:766832482.3 Notices shall be sent to the person identified in this Agreement at the addresses set forth in this Agreement or such other address as either Party may specify in writing. Each Party shall deem a document faxed, emailed or electronically sent in PDF form to it as an original document. d. Further Assurances. Each of the Parties hereto agree to provide such information, execute and deliver any instruments and documents and to take such other actions as may be necessary or reasonably requested by the other Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumptions of obligations other than those provided for in this Agreement, to give full effect to this Agreement and to carry out the intent of this Agreement. e. Right of Waiver. Each Party, in its sole discretion, shall have the right to waive, defer or reduce any of the requirements to which the other Party is subject under this Agreement at any time (other than with respect to and/or relating to the obligation to make any payment due under this Agreement); provided, however that neither Party shall be deemed to have waived, deferred or reduced any such requirements unless such action is in writing and signed by the waiving Party. No waiver will be implied by any usage of trade, course of dealing or course of performance. A Party’s exercise of any rights hereunder shall apply only to such requirements and on such occasions as such Party may specify and shall in no event relieve the other Party of any requirements or other obligations not so specified. No failure of either Party to enforce any term of this Agreement will be deemed to be a waiver. No exercise of any right or remedy under this Agreement by Purchaser or Seller shall constitute a waiver of any other right or remedy contained or provided by law. Any delay or failure of a Party to exercise, or any partial exercise of, its rights and remedies under this Agreement shall not operate to limit or otherwise affect such rights or remedies. Any waiver of performance under this Agreement shall be limited to the specific performance waived and shall not, unless otherwise expressly stated in writing, constitute a continuous waiver or a waiver of future performance. f. Non-Dedication of Facilities. Nothing herein shall be construed as the dedication by either Party of its facilities or equipment to the public or any part thereof. Neither Party shall knowingly take any action that would subject the other Party, or other Party’s facilities or equipment, to the jurisdiction of any Governmental Authority as a public utility or similar entity. Neither Party shall assert in any proceeding before a court or regulatory body that the other Party is a public utility by virtue of such other Party’s performance under this agreement. If Seller is reasonably likely to become subject to regulation as a public utility, then the Parties shall use all reasonable efforts to restructure their relationship under this Agreement in a manner that preserves their relative economic interests while ensuring that Seller does not become subject to any such regulation. If the Parties are unable to agree upon such restructuring, Seller shall have the right to terminate this Agreement without further liability, and Seller shall remove the System in accordance with Section 13 of this Agreement. g. Service Contract. The Parties intend this Agreement to be a “service contract” within the meaning of Section 7701(e)(3) of the Internal Revenue Code of 1986. Purchaser shall not take the position on any tax return or in any other filings suggesting that it is anything other than a purchase of electricity from the System. 35 OHSUSA:766832482.3 h. No Partnership. No provision of this Agreement shall be construed or represented as creating a partnership, trust, joint venture, fiduciary or any similar relationship between the Parties. No Party is authorized to act on behalf of the other Party, and neither shall be considered the agent of the other. i. Full Agreement, Modification, Invalidity, Counterparts, Captions. This Agreement, together with any Exhibits, completely and exclusively states the agreement of the Parties regarding its subject matter and supersedes all prior proposals, agreements, or other communications between the Parties, oral or written, regarding its subject matter. This Agreement may be modified only by a writing signed by both Parties. If any provision of this Agreement is found unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. In such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law. This Agreement may be executed in any number of separate counterparts and each counterpart shall be considered an original and together shall comprise the same Agreement. The captions or headings in this Agreement are strictly for convenience and shall not be considered in interpreting this Agreement. j. Forward Contract. The transaction contemplated under this Agreement constitutes a “forward contract” within the meaning of the United States Bankruptcy Code, and the Parties further acknowledge and agree that each Party is a “forward contract merchant” within the meaning of the United States Bankruptcy Code. k. No Third Party Beneficiaries. Except for assignees, Financing Parties, and Successor Providers permitted under Section 23, this Agreement and all rights hereunder are intended for the sole benefit of the Parties hereto and shall not imply or create any rights on the part of, or obligations to, any other Person. l. Survival. Provisions of this Agreement that should reasonably be considered to survive termination of this Agreement shall survive. For the avoidance of doubt, surviving provisions shall include, without limitation, Section 7.k (Warranty Disclaimer), Section 13 (Removal of System at Expiration), Section 15.b (Remedies), Section 15.c (Representations and Warranties), Section 17.b (Insurance Coverage), Section 19 (Indemnification), Section 20 (Limitations of Liability), Section 21 (Dispute Resolution), Section 24 (Confidentiality and Publicity), Section 26.a (Choice of Law), Section 26.b (Attorneys’ Fees), Section 26.c (Notices), Section 26.f (Non-Dedication of Facilities), Section 26.g (Service Contract), Section 26.h (No Partnership), Section 26.i (Full Agreement, Modification, Invalidity, Counterparts, Captions) and Section 26.k (No Third Party Beneficiaries). The Parties acknowledge that if the Lease continues to be in full force and effect after the termination of this Agreement, the provisions of this Agreement that are cross-referenced in the Lease shall survive termination of this Agreement. Notwithstanding anything to the contrary herein, Purchaser acknowledges and agrees that a termination of this Agreement (whether pursuant to the terms thereof or otherwise) shall not affect the rights of Seller under the Lease or otherwise result in a termination of the Lease, and (x) Seller shall nonetheless have the right to maintain the System at the Facility, and (y) Seller shall have the right to sell the power produced by the System, or any portion of such power, directly to the grid, and Purchaser shall, if requested by Seller or any utility provider to which Seller grants the right to construct, own, operate and maintain such utility at the Facility as provided under the Lease, execute a utility interconnection agreement or other documents to permit Seller to 36 OHSUSA:766832482.3 interconnect the System to the electrical system of the Facility and transmit power to the utility or utilities either directly or through the electrical system of the Facility, and sell such power to the utility provider or a third party in a Third Party Energy Sale; provided, however, that (i) Purchaser’s failure to execute any such agreement shall not invalidate or void any rights granted by Seller to such Utility pursuant to the preceding sentence, and (ii) in furtherance of the foregoing obligations of Purchaser, Purchaser hereby appoints Seller as Purchaser’s true and lawful attorney-in-fact, in its name or in Seller’s name, with full power and authority to enter into any such agreement for and on behalf of Purchaser and to bind Purchaser to the terms of any such agreement, which power of attorney is coupled with an interest and shall be irrevocable. 37 OHSUSA:766832482.3 Exhibit 3 Attachment A Prices for Initial Term Contract Year $ per kWh 1 $0.1150 2 $0.1173 3 $0.1196 4 $0.1220 5 $0.1245 6 $0.1270 7 $0.1295 8 $0.1321 9 $0.1347 10 $0.1374 11 $0.1402 12 $0.1430 13 $0.1458 14 $0.1488 15 $0.1517 16 $0.1548 17 $0.1579 18 $0.1610 19 $0.1642 20 $0.1675 21 $0.1709 22 $0.1743 23 $0.1778 24 $0.1813 25 $0.1850 38 OHSUSA:766832482.3 Exhibit 4 Purchaser’s Termination Payment Schedule Contract Year Termination Value 1 $4,024,965 2 $3,757,599 3 $3,372,834 4 $3,052,974 5 $2,764,324 6 $2,480,032 7 $2,412,679 8 $2,181,096 9 $2,150,396 10 $2,115,015 11 $1,945,339 12 $1,964,460 13 $1,914,580 14 $1,858,358 15 $1,794,078 16 $1,721,439 17 $1,639,318 18 $1,548,142 19 $1,445,903 20 $1,332,082 21 $1,205,269 22 $1,065,684 23 $978,005 24 $812,648 25 $629,948 39 OHSUSA:766832482.3 Exhibit 5 Legal Description of Property 2 OHSUSA:766832482.3 Exhibit 1 Basic Terms and Conditions 1. Initial Term: Twenty-five (25) years, beginning on the Commercial Operation Date. 2. Additional Terms: Two five (5) year periods following the end of Initial Term. 3. Environmental Attributes: Accrue to Seller. 4. Energy Rate: For the Initial Term: Commencing on the Commercial Operation Date, Purchaser shall pay to Seller monthly an amount for each kWh of electricity multiplied by the prices as shown on Exhibit 3, Attachment A for each respective calendar Year. For each Additional Term: For each Additional Term that the Parties opt to exercise, the price for each kWh of electricity will be set at the then fair market value of electricity, which shall be determined at such time based upon the price of electricity for an installed solar system comparable to the System, including with respect to the System’s then remaining useful life. 5. Outside Installation Commencement Date: 6/30/2020, which is the outside date by which the conditions (listed in Section 6.a of the General Terms and Conditions) to Seller installing the System and selling electricity to Purchaser must be satisfied. 6. Anticipated Commercial Operation Date: 12/31/2020 7. Purchaser Options to Purchase System: As set forth in Section 18.b of the General Terms and Conditions. 8. System Installation: Includes: [X] System design, engineering, permitting, installation, monitoring and rebate application paperwork (if applicable). [_] Any like substantive equipment, in the sole discretion of Seller. [_] State or Utility Rebate, if any. Describe: __________________ Exclude s: Unforeseen groundwork (including, but not limited to, excavation/circumvention of underground obstacles), upgrades or repair to the Facility or utility electrical infrastructure, payment bonds, performance bond(s), prevailing wage construction, tree removal, or tree trimming; Storm water drainage issues and or new storm water management systems; Temporary Site lighting; 3 OHSUSA:766832482.3 Exhibit 2 System Description 1. System Location (Delivery Point): 1300 East El Dorado Street, Fresno CA 2. System Size (DC kW): 963 a. Based on the final design and engineering process, Seller shall have the right to increase or decrease the size of a System by up to three percent (3%) without Purchaser’s approval. 3. Expected First Year Energy Production (kWh): 1,457,170 a. Subject to change based on final design and engineering. 4. Expected Structure: [ ] Ground Mount [X] Roof Mount [X] Parking Structure [ ] Other 5. Expected Module(s) Manufacturer/Model Quantity Manufacturer: Hanwha Q.Peak 390W or equal Quantity: 2,469 6. Expected Inverter(s): Manufacturer/Model Quantity Manufacturer: SE 33.3K US SolarEdge Quantity: 24 7. Facility and System Layout: See Exhibit 2, Attachment A 8. Utility: PG&E 4 OHSUSA:766832482.3 Exhibit 2 Attachment A: Facility and System Layout 5 OHSUSA:766832482.3 Exhibit 3 Solar Power Purchase Agreement General Terms and Conditions 1. Definitions and Interpretation: Unless otherwise defined or required by the context in which any term appears: (a) the singular includes the plural and vice versa; (b) the words “herein,” “hereof” and “hereunder” refer to this Agreement as a whole and not to any particular section or subsection of this Agreement; (c) references to any agreement, document or instrument mean such agreement, document or instrument as amended, modified, supplemented or replaced from time to time; and (d) the words “include,” “includes” and “including” mean include, includes and including “without limitation.” The captions or headings in this Agreement are strictly for convenience and shall not be considered in interpreting this Agreement. 2. Purchase and Sale of Electricity. Purchaser shall purchase from Seller, and Seller shall sell to Purchaser, all of the electric energy generated by the System during the Initial Term and each Additional Term (each as defined in Exhibit 1, and collectively the “Term”), regardless of Purchaser’s ability to use such energy. Electric energy generated by the System will be delivered to Purchaser at the Delivery Point identified on Exhibit 2. Purchaser shall take title to the electric energy generated by the System at the Delivery Point, and risk of loss will pass from Seller to Purchaser at the Delivery Point. Purchaser acknowledges that Purchaser’s electric energy requirements at the Facility may exceed the output of the System, and in such event Purchaser may purchase electric energy for the Facility from other sources. Any purchase, sale and/or delivery of electric energy generated by the System prior to the Commercial Operation Date shall be treated as purchase, sale and/or delivery of limited amounts of test energy only and shall not indicate that the System has been put in commercial operation by the purchase, sale and/or delivery of such test energy. Purchaser may not resell any of the electrical energy generated by the System. For purposes of this Agreement, engaging in net metering and sale of electricity to Electric Vehicle charger users are not deemed to be resale of energy. 3. Term and Termination. a. Initial Term. This Agreement is effective as of the Effective Date. The initial term of this Agreement shall commence on the Commercial Operation Date (as defined below) and continue for the length of time specified in Exhibit 1, unless earlier terminated as provided for in this Agreement (“Initial Term”). The “Commercial Operation Date” is the date Seller gives Purchaser written notice that the System is mechanically complete and capable of delivering electric energy to the Delivery Point. Such notice shall be deemed effective unless Purchaser reasonably objects within five (5) days of the date of such notice. Upon Purchaser’s request, Seller shall give Purchaser copies of certificates of completion or similar documentation from Seller’s contractor and the interconnection or similar agreement with the entity authorized and required under applicable law to provide electric distribution service to Purchaser at the Facility (the “Utility”), as set forth on Exhibit 2. b. Additional Terms. If Purchaser (i) has not exercised its option to purchase the System prior to the end of the Initial Term or each Additional Term and (ii) desires to extend this Agreement on the terms and conditions set forth herein, Purchaser shall notify Seller at 6 OHSUSA:766832482.3 least ninety (90) days and not more than one hundred eighty (180) days prior to the expiration of the Initial Term or any Additional Term, as applicable, of its desire to extend this Agreement for the number and length of any Additional Terms specified in Exhibit 1 (each, an “Additional Term”) (such notice, an “Extension Notice”). Seller shall promptly determine an Energy Rate for such Additional Term based on the then fair market value of electricity, which shall be determined at such time based upon the price of electricity for an installed solar system comparable to the System. If Purchaser agrees to the Energy Rate proposed by Seller, the Additional Term shall begin immediately upon the conclusion of the Initial Term or the then current Additional Term on the same terms and conditions as set forth in this Agreement except at the new agreed-upon Energy Rate. If Purchaser does not agree to the Energy Rate determined by Seller within thirty (30) days of Seller proposing the Energy Rate, this Agreement shall terminate at the end of the Initial Term (if the same has not been extended) or the then current Additional Term. 4. Billing and Payment. a. Monthly Charges. Purchaser shall pay Seller on a monthly basis for the electric energy generated by the System and delivered to the Delivery Point at the $/kWh rate for the applicable Contract Year (as defined below) as shown in this Exhibit 3, Attachment A (the “Energy Rate”). Purchaser shall make monthly payments for energy equal to the applicable Energy Rate multiplied by the aggregate number of kWh of energy delivered by the System during the applicable month, as measured by the System meter. Purchaser acknowledges that Seller shall have the right for accounting convenience to apply the amount of Rent (as such term is defined in the Lease) then owed by Seller (as Tenant) to Purchaser (as Premises Owner) under the lease of the portions of the Facility necessary to install, operate and maintain the System (the “Lease”) as a credit off-set against the monthly payments payable by Purchaser pursuant to this Section 4.a or any other amounts payable by Purchaser under this Agreement. “Contract Year” means the twelve (12) month period beginning at 12:00 AM on the Commercial Operation Date, and at 12:00 AM on each subsequent anniversary of the Commercial Operation Date, and ending at one past 11:59 PM on the day immediately preceding the next anniversary of the Commercial Operation Date; provided that the first Contract Year shall begin on the Commercial Operation Date. b. Monthly Invoices. Seller shall invoice Purchaser monthly, either manually or through Automated Clearing House (“ACH”) as determined by Seller. Such monthly invoices shall state (i) the amount of electric energy produced by the System and delivered to the Delivery Point, (ii) the Energy Rate applicable thereto, and other charges incurred by, Purchaser under this Agreement and (iii) the total amount due from Purchaser. The Energy Rate includes ACH invoicing. c. Taxes. Purchaser shall either pay or reimburse Seller for any and all taxes assessed on the generation, sale, delivery or consumption of electric energy produced by the System or the interconnection of the System to the Utility’s electric distribution system. Purchaser shall be responsible for and pay all Taxes which are assessed, levied, charged or imposed by any public authority against or relating to (i) the Facility and all improvements thereon (including the System), and/or (ii) the lease and other rights of use granted to Seller pursuant to the Lease. For purposes of this Section 4.c, “Taxes” means any federal, state and local tax, including ad valorem, property (real and personal), occupation, generation, privilege, sales, use, consumption, excise, 7 OHSUSA:766832482.3 transaction, and other taxes, regulatory fees, surcharges or other similar charges, but shall not include any income taxes or similar taxes imposed on Seller’s revenues due to the sale of energy under this Agreement, which shall be Seller’s responsibility. Seller shall be responsible for taxes and duties related to purchase and importation of materials and components necessary to construct the System, taxes based on or related to income, receipts, capital or net worth of the Seller, Seller’s contractors’, or its subcontractors’ labor and income. d. Payment Terms. All amounts due under this Agreement shall be due and payable by Purchaser to Seller on the date that is thirty (30) days from Purchaser’s receipt of Seller’s invoice. Any undisputed portion of the invoice amount not paid within the thirty (30) day period shall accrue interest at the annual rate of two and one-half percent (2.5%) over the Prime rate, as published in the Wall Street Journal, but not to exceed the maximum rate permitted by law. 5. Environmental Attributes. Unless otherwise specified on Exhibit 1, Seller is the owner of all Environmental Attributes (each as defined below) and is entitled to the benefit of all Tax Incentives (as defined below), and Purchaser’s purchase of electricity under this Agreement does not include Environmental Attributes or the right to Tax Incentives or any other attributes of ownership and operation of the System, all of which shall be retained by Seller. Purchaser shall cooperate with Seller in obtaining, securing, and transferring all Environmental Attributes and the benefit of all Tax Incentives, including by using the electric energy generated by the System in a manner necessary to qualify for such available Environmental Attributes and Tax Incentives. Purchaser shall not be obligated to incur any out–of–pocket costs or expenses in connection with such actions unless reimbursed by Seller. If any Environmental Attributes or Tax Incentives are paid directly to Purchaser, Purchaser shall immediately pay such amounts over to Seller. Notwithstanding the foregoing, Purchaser shall be entitled to participate in and retain any benefits from any net metering program of the Utility. “Environmental Attributes” means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the System, the production of electrical energy from the System and its displacement of conventional energy generation, including (a) any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (b) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the atmosphere; and (c) the reporting rights to any Governmental Authority related to these avoided emissions, such as Green Tag Reporting Rights and Renewable Energy Credits. Green Tag Reporting Rights are the right of a party to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party, and include Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. Environmental Attributes do not include Tax Incentives. Purchaser and Seller shall file all tax returns in a manner consistent with this Section 5. Without limiting the generality of the foregoing, Environmental Attributes include carbon trading credits, renewable energy credits, or 8 OHSUSA:766832482.3 certificates, emissions reduction credits, investment credits, emissions allowances, green tags, tradeable renewable credits and Green-e® products. “Governmental Authority” means any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau or entity (including the Federal Energy Regulatory Commission or any state public utility commission or governmental body with equivalent jurisdiction to regulate sales of electric power in connection with the System), or any arbitrator with authority to bind a party at law. “Tax Incentives” means any and all (a) depreciation benefits, (b) investment tax credits, (c) production tax credits and (d) similar tax credits or grants under federal, state, or local law relating to the construction, ownership or production of energy from the System. 6. Conditions to Obligations. a. Conditions. Seller’s obligation to install the System and sell electric energy generated by the System to Purchaser are conditioned on the completion of the following conditions to Seller’s satisfaction on or before the Outside Installation Commencement Date (as defined on Exhibit 1): i. Seller shall have completed a physical inspection of the Facility including, if applicable, structural engineering and or geotechnical reviews as necessary to confirm the suitability of the Facility for the System; (1) If subsurface excavation is necessary for the System, Seller shall have completed environmental due diligence with respect to the applicable site; ii. Seller shall have received the Lease and any additional documents required thereunder (such documents together with the Lease, the “Real Property Documents”) duly executed and delivered by Purchaser and any applicable third parties; iii. Seller shall have received approval from Seller’s Financing Parties (as defined in Section 23.b) of Purchaser and each of (A) this Agreement, (B) the Real Property Documents and (C) the Construction Agreement (if any) for the System. “Construction Agreement” as used in this subsection means an agreement between Seller and any contractor or subcontractor to install the System; iv. Seller shall have received results, satisfactory to Seller, of a recent search of Purchaser’s jurisdiction of all effective UCC fixture and real property filings that have been made with respect to the Facility; v. Seller shall have obtained confirmation from the applicable Governmental Authority that Seller will receive all applicable Environmental Attributes, incentives and Tax Incentives; vi. Seller shall have obtained all necessary zoning, land use, environmental, building and other permits from the applicable Governmental Authority necessary for Seller to perform its obligations under this Agreement; 9 OHSUSA:766832482.3 vii. Seller shall have executed all necessary agreements with the Utility for interconnection of the System to the Facility electrical system and/or the Utility’s electric distribution system; and viii. Seller shall have received: 1 (1) Purchaser’s approval, in accordance with Section 8.b, of material changes, if any, to the System design specifications set forth on Exhibit 2; (2) Proof of insurance for all insurance required to be maintained by Purchaser under this Agreement; and (3) Written confirmation from any person holding a mortgage, lien or other encumbrance over the Facility, or any portion thereof, that such person will recognize Seller’s rights to the System and under this Agreement. Failure of Conditions. If any of the conditions listed in subsection (a.i through a.vii) above are not satisfied by the Outside Installation Commencement Date, the Parties shall attempt in good faith to negotiate new dates for the satisfaction of the failed conditions, or, if the Parties are unable to negotiate such new dates within thirty (30) days of the Outside Installation Commencement Date, either Party may terminate this Agreement upon ten (10) days written notice to the other Party. Seller has the right, but not the obligation, to terminate if the Purchaser fails to provide documents by the Outside Installation Commencement Date in subsection a.viii.1-3 and Purchaser shall pay direct costs incurred by the Seller. Early Termination after the Outside Commercial Operation Date. If the System has not achieved its Commercial Operation Date within one hundred eighty (180) days of 12/31/2020 (as extended by Force Majeure events or as mutually agreed by the Parties) (the “Outside Commercial Operation Date”) then either Party may terminate this Agreement upon ten (10) days written notice to the other Party and without any liability for such termination. Upon such event, Seller will remove the System and return the Facility to its original condition in accordance with Section 13 of this Agreement. Seller Termination. Prior to the Commercial Operation Date (including any time prior to the Outside Installation Commencement Date), Seller may terminate this Agreement upon written notice to Purchaser. Seller shall not have any liability for such termination, except that no such termination shall act to relieve Seller from any obligation hereunder regarding the removal of the System. 7. Seller’s Rights and Obligations. a. System Design and Finalization. Seller shall design and engineer the System (i) taking into consideration Purchaser’s historical electrical generation requirements, (ii) based on inspections of the Facility and studies undertaken by Seller, and (iii) in compliance with any laws, governmental approvals or roof warranty provided by Purchaser to Seller. Seller shall prepare and submit to Purchaser the draft final specifications for the System, including product data on all equipment proposed for installation, as soon as possible following the Effective Date. The description of the ____________________ 10 OHSUSA:766832482.3 System design shall be incorporated into Exhibit 2. The Purchaser shall review and provide comments or approve within ten (10) business days. If Seller is required to make material changes to the System design specifications set forth on Exhibit 2, then Purchaser shall have the right to review and approve such material changes prior to Seller’s commencement of construction of the System; provided that Purchaser’s consent to such changes will not be unreasonably withheld or delayed. If solar energy panels and other System assets documented in Exhibit 2 (such panels and System assets, “System Equipment”) are not readily available when Seller installs the System, Seller may make substitutions of such System Equipment at Seller’s sole discretion; provided Seller shall obtain Purchaser’s prior consent for System Equipment substitutions that would materially affect the appearance or capacity of the System, or require a change to the Energy Rate. Upon the completion of System installation, Seller shall provide Purchaser with “as-built” drawings setting forth in detail the location of all components of the System. Purchaser and Seller agree to treat such plans and specifications as well as the “as-built” drawings as Confidential Information of Seller, in accordance with Section 24.a. b. Permits and Approvals. Seller shall use commercially reasonable efforts to obtain, at its sole cost and expense: i. any zoning, land use, environmental, building and other permits required to construct, install and operate the System; and ii. any agreements and approvals from the Utility necessary in order to interconnect the System to the Facility electrical system and/or the Utility’s electric distribution system. c. System Construction, Installation Repair and Maintenance. Seller shall provide notice to Purchaser when the conditions to Seller’s obligations set forth in Section 6.a have been satisfied or waived by Seller and Seller is prepared to engage the EPC Contractor (as defined below) to commence installing the System (the “Conditions Satisfaction Date”). Seller or one of its affiliates (the “EPC Contractor”) shall construct and install the System at the Facility in accordance with Good Solar Industry Practices. During the Term, Seller shall operate and perform all routine and emergency repairs to, and maintenance of, the System at its sole cost and expense, except for any repairs or maintenance resulting from Purchaser’s or its contractor’s negligence or breach of this Agreement or the Lease (if applicable). Seller shall not be responsible for any work done by parties not engaged or hired by Seller on any part of the System unless Seller authorizes that work in advance in writing. Seller shall not be responsible for any loss, damage, cost or expense arising out of or resulting from improper environmental controls or improper operation or maintenance of the System by anyone other than Seller or Seller’s contractors. If the System requires repairs for which Purchaser is responsible, Purchaser shall pay Seller for diagnosing and correcting the problem at Seller or Seller’s contractors’ then current standard rates. Seller shall provide Purchaser with reasonable notice prior to accessing the Facility to make standard repairs. “Good Solar Industry Practices” means, with respect to the services being provided by Seller or its affiliate, or any other contractor or subcontract pursuant to this Agreement, those practices, methods, equipment, specifications and standards of safety and performance, of which there may be more than one, and as the same may 11 OHSUSA:766832482.3 change from time to time, as are commonly provided for solar photovoltaic energy systems of a type and size similar to the System and in the same geographic region as the System that, at a particular time, in the exercise of reasonable judgment in light of the facts known at the time a decision was made, would be expected to accomplish the desired result in a manner consistent with law, regulations, codes, standards, equipment manufacturer’s recommendations, reliability, safety, environmental protection, economy and expedition. d. Net Metering. The provisions in this Section only apply if net metering is permitted by the Utility at the site. Seller shall use its commercially reasonable efforts to support Purchaser's delivery and resale to the Utility of electrical energy through net metering in accordance with applicable laws. e. System Construction and Installation Progress Reports. Seller shall cause the EPC Contractor to keep Purchaser informed on the progress of System construction and installation in a manner and on a schedule mutually agreed upon by Seller and Purchaser. f. Costs Due to Unexpected Site or Facility Conditions. If, after Seller has conducted reasonable due diligence and inspection of the Facility, Seller incurs material additional costs to re-design, construct, install or maintain the System due to (i) unforeseen conditions at the Facility, (ii) unforeseen groundwork at the site (including, but not limited to, excavation/circumvention of underground obstacles), (iii) Hazardous Substances at the site or Facility (as defined in Section 19.c.i), or (iv) the inaccuracy of any information provided by Purchaser and relied upon by Seller, then Seller and Purchaser shall in good faith negotiate an equitable adjustment to the pricing, schedule and other terms of this Agreement to compensate Seller for the costs incurred from any work in excess of normally expected work required to be performed by Seller arising from such conditions. g. Breakdown Notice. Seller shall notify Purchaser within twenty-four (24) hours following Seller’s discovery of (i) any material malfunction in the operation of the System or (ii) an interruption in the supply of electrical energy from the System. Purchaser and Seller shall each designate personnel and establish procedures such that each Party may provide notice of such conditions requiring Seller’s repair or alteration at all times, twenty-four (24) hours per day, including weekends and holidays. h. Suspension. Notwithstanding anything to the contrary herein (and without limiting Seller’s remedies under Section 15.b.i), Seller shall be entitled, in its sole discretion, to suspend delivery of electricity from the System to the Delivery Point (i) in the event of an emergency, including the presence of Hazardous Substances, (ii) for the purpose of maintaining and repairing the System or (iii) at the request of the Utility and, in each case of (i) through (iii) above, (a) such suspension of service shall not constitute a breach of this Agreement, (b) Seller shall have no liability for Purchaser to obtain electricity from other sources for the duration of such suspension, (c) Seller shall use commercially reasonable efforts to minimize any interruption in service to Purchaser, and (d) Purchaser will not be required to pay for any Deemed Delivered Energy during such suspension. i. Use of Contractors and Subcontractors. Seller shall be permitted to use contractors and subcontractors to perform its obligations under this Agreement, provided, however, 12 OHSUSA:766832482.3 that such contractors and subcontractors shall (i) be duly licensed and provide any work in accordance with Good Solar Industry Practices and (ii) use commercially reasonable efforts to perform obligations under this Agreement while minimizing disruption to Purchaser’s business and operations. Notwithstanding the foregoing, Seller shall continue to be responsible for the quality of the work performed by its contractors and subcontractors. j. Liens and Payment of Contractors and Suppliers. Seller shall pay when due all valid charges from all contractors, subcontractors and suppliers supplying goods or services to Seller under this Agreement and shall keep the Facility free and clear of any liens related to such charges, except for those liens which Seller is permitted by law to place on the Facility following non-payment by Purchaser of amounts due under this Agreement. Seller shall indemnify Purchaser for all claims, losses, damages, liabilities and expenses resulting from any liens filed against the Facility or any portion thereof in connection with such charges; provided, however, that Seller shall have the right to contest any such lien, so long as it provides a statutory bond or other reasonable assurances of payment that either remove such lien from title to the Facility or that assure that any adverse judgment with respect to such lien will be paid without affecting title to the Facility. k. Warranty Disclaimer. NO WARRANTY OR REMEDY, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE SHALL APPLY. THE WARRANTY SET FORTH IN THIS AGREEMENT SHALL BE PURCHASER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM REGARDING DEFECTS IN WORKMANSHIP, ANY SYSTEM EQUIPMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. 8. Purchaser’s Rights and Obligations. a. System Design and Finalization. In accordance with Section 7.a, Purchaser shall have the right to review and approve (i) material changes, if any, to the System design specifications set forth on Exhibit 2 prior to Seller’s commencement of System construction and (ii) System Equipment substitutions that would materially affect the appearance or capacity of the System, or require a change to the Energy Rate. With respect to (i) and (ii) in the preceding sentence, Purchaser shall promptly review the applicable information and respond to Seller without delay. b. Cooperation. Purchaser shall (i) provide Seller and its subcontractors, consultants, agents and representatives with reasonable access to the Facility for the purpose of designing the System, including conducting related inspections and studies, and accessing relevant documents, materials and records of Purchaser in conjunction with such activities, (ii) cooperate with Seller’s reasonable requests for information and access to the Facility for purposes of designing and installing the System and (iii) cooperate with all of Seller’s requests to assist Seller in obtaining any necessary agreements, permits and approvals pursuant to Section 7.b. Purchaser’s failure to provide such cooperation shall be a default under this Agreement subject to Section 15.c. 13 OHSUSA:766832482.3 c. Maintenance of Facility. Purchaser shall, at all times at Purchaser’s sole cost and expense, maintain the Facility (including, without limitation, the applicable portions of the roof and raceways and risers of the Facility) in good condition and repair and in a manner sufficient to support the System. Regardless of whether maintenance and repairs are made in the ordinary course or in an emergency, all maintenance and repairs shall be carried out in a manner that minimizes the impact on the System. Purchaser is fully responsible for the maintenance and repair of the Facility’s electrical system and of all of Purchaser’s equipment that utilizes the System’s outputs. Except in the event of Scheduled Outages, a failure of the Facility to accept energy produced by the System (whether due to a failure in Purchaser’s electrical system, maintenance or otherwise) will not excuse Purchaser from paying Seller for the energy production of the System that, in Seller’s reasonable estimation as provided below, would have been delivered to Purchaser from the operation of the System in the absence of a failure of the Facility to accept the energy produced and delivered by the System (“Deemed Delivered Energy”) and compensating Seller for lost revenues or other benefits from Environmental Attributes and Tax Incentives from such Deemed Delivered Energy. Seller’s estimation of Deemed Delivered Energy will be based on (a) past energy output delivery by the System during a similar period and under similar conditions if such information is available or (b) if such information is not available, based upon any other relevant information or bases which may reasonably be available to Seller and used for such purpose in the circumstances and consistent with Good Solar Industry Practices. Purchaser shall promptly notify Seller of any condition at the Facility of which it is aware pertaining to any damage to or loss of use of the System or that could reasonably be expected to adversely affect the System. d. No Alteration of Facility. Purchaser shall not make any alterations or repairs to the Facility which could adversely affect the operation and maintenance of the System without Seller’s prior written consent. If Purchaser wishes to make such alterations or repairs, Purchaser shall give prior written notice to Seller, setting forth the work to be undertaken (except for emergency repairs, for which notice may be given by telephone), and give Seller the opportunity to advise Purchaser in making such alterations or repairs in a manner that avoids damage to the System, but, notwithstanding any such advice, Purchaser shall be responsible for all damage to the System caused by Purchaser’s or its contractor’s negligence or breach of this Agreement or the Lease. To the extent that temporary disconnection or removal of the System is necessary for Purchaser to perform such alterations or repairs, such work and any replacement of the System after completion of Purchaser’s alterations and repairs, shall be done by Seller or its contractors at Purchaser’s cost, and Purchaser shall pay Seller for Deemed Delivered Energy and revenues or other benefits from Environmental Attributes and Tax Incentives that Seller would have received from the Deemed Delivered Energy of the System during any time that the System is not operating due to such disconnection. All of Purchaser’s alterations and repairs shall be done in a good and workmanlike manner and in compliance with all applicable laws, codes, and permits. e. Interconnection and Net Metering. Purchaser shall be entitled to participate in and retain any benefits from any net metering program of the Utility. If Purchaser elects to participate in a net metering program, Purchaser shall (i) sign all documentation required for net metering, (ii) ensure that the Facility remains interconnected to the Utility grid at all times to maintain net metering, (iii) not take any action, or fail to take any action, which prevents net metering, and (iv) comply with all applicable laws required for net metering. 14 OHSUSA:766832482.3 f. Liens. Except in accordance with Section 23.a, Purchaser shall not directly or indirectly cause, create, incur, assume or allow to exist any mortgage, pledge, lien, charge, security interest, encumbrance or other claim of any nature on or with respect to the System or any interest therein. Purchaser shall immediately notify Seller in writing of the existence of any such mortgage, pledge, lien, charge, security interest, encumbrance or other claim, shall promptly cause the same to be discharged and released of record without cost to Seller, and shall indemnify Seller against all costs and expenses (including reasonable attorneys’ fees) incurred in discharging and releasing any such mortgage, pledge, lien, charge, security interest, encumbrance or other claim. g. Security. Purchaser shall be responsible for using commercially reasonable efforts to maintain the physical security of the Facility and the System against known risks and risks that should have been known by Purchaser. Purchaser shall not conduct activities on, in or about the Facility that have a reasonable likelihood of causing damage, impairment or otherwise adversely affecting the System. Seller and Purchaser acknowledge the System shall be installed in public parking lots, monitored by security guard and used by Purchaser’s employees and members of the public. h. Tenant Purchaser Notices. If Purchaser is a lessor of the Facility (including any ground lease underlying a Facility), Purchaser shall provide to Seller immediate written notice of (i) receipt of notice of eviction from the Facility, (ii) termination of Purchaser’s lease of the Facility, and (iii) a breach of any of the Real Property Documents that could reasonably be expected to lead to an eviction if such breach was not cured. i. Insolation. Purchaser understands that unobstructed access to sunlight (Insolation) is essential to Seller’s performance of its obligations and a material term of this Agreement. Purchaser shall not in any way cause and, where possible, shall not in any way permit any interference with the System’s Insolation and shall not construct or install, or knowingly permit to be constructed or installed, any alterations, modifications or improvement to the Facility or any other property owned or controlled by Purchaser or an affiliate of Purchaser that interferes with or blocks the System’s Insolation. In addition to the foregoing, Purchaser shall not permit the growth of foliage that interferes with or blocks System’s Insolation. If Purchaser becomes aware of any activity or condition that could diminish the Insolation of the System, Purchaser shall notify Seller immediately and shall cooperate with Seller in preserving the System’s existing Insolation levels. The Parties agree that (i) reducing Insolation would irreparably injure Seller, (ii) such injury may not be adequately compensated by an award of money damages, and (iii) Seller is entitled to seek specific enforcement of this Section 8.i against Purchaser. j. Data Line. Purchaser shall provide Seller a high speed internet data line that meets Seller’s minimum performance requirements during the Term to enable Seller to receive and monitor data regarding electric energy generation and other System information, including site level energy load data. If Purchaser fails to provide such high speed internet data line, or if such line ceases to function and is not repaired, Seller may reasonably estimate the amount of electric energy that was generated and invoice Purchaser for such amount in accordance with Section 4. k. Breakdown Notice. Purchaser shall notify Seller within twenty-four (24) hours following the discovery by Purchaser of (i) any material malfunction in the operation of the System; or (ii) any occurrences that could reasonably be expected to adversely 15 OHSUSA:766832482.3 affect the System. Purchaser shall notify Seller immediately upon (i) an interruption in the supply of electrical energy from the System; or (ii) the discovery of an emergency condition respecting the System. Purchaser and Seller shall each designate personnel and establish procedures such that each Party may provide notice of such conditions requiring Seller’s repair or alteration at all times, twenty-four (24) hours per day, including weekends and holidays. 9. Change in Law. “Change in Law” means (i) the enactment, adoption, promulgation, modification or repeal after the Effective Date of any applicable law or regulation; (ii) the imposition of any material conditions on the issuance or renewal of any applicable permit after the Effective Date of this Agreement (notwithstanding the general requirements contained in any applicable permit at the time of application or issue to comply with future laws, ordinances, codes, rules, regulations or similar legislation); or (iii) a change in any Utility rate schedule or tariff approved by any Governmental Authority which, in the case of any of (i), (ii) or (iii), establishes requirements affecting owning, supplying, constructing, installing, operating or maintaining the System, or other performance of Seller’s obligations hereunder and which has a material adverse effect on the cost to Seller of performing such obligations. If any Change in Law occurs that (a) is generally applicable to similarly situated electric generating facilities and (b) increases the capital, financing, operating or maintenance costs of the System, or otherwise has a material adverse effect on the cost to Seller of performing its obligations under this Agreement, then Seller may make an equitable adjustment to the Energy Rate to compensate Seller for such increased costs over the remainder of the Term. 10. Relocation of System. If Purchaser ceases to conduct business operations at the Facility, or otherwise vacates the Facility prior to the expiration of the Term, Purchaser shall have the option to provide Seller with a mutually agreeable substitute premises located within the same Utility district as the terminated System or in a location with similar Utility rates and Insolation, in each case reasonably acceptable to Seller. Purchaser shall provide written notice to Seller at least sixty (60) days but not more than one hundred eighty (180) days prior to the date that it wants to make this substitution. The Parties shall negotiate in good faith the terms and conditions of such System relocation, including the costs of relocation and any necessary adjustments to the Energy Rate for redesign or Insolation. Purchaser’s inability to provide a substitute facility for relocation of the System on terms acceptable to Seller will be treated as a Default Event by Purchaser pursuant to Section 15.a.iv. 11. Disruption of Delivery. The duration of any maintenance, repair, or upgrade of the Site Electrical System that disrupts System Output will constitute a Disruption of Delivery, and will not constitute a Non-Delivery Period; provided, however, that if the need for any such repair or maintenance is caused by the negligence or intentional misconduct of the Seller, then the period required for such maintenance or repair will not constitute a Disruption of Delivery. The Buyer and the Seller will coordinate such activities so as to minimize disruption to the System. In no event shall repairs, maintenance, or replacement undertaken by Buyer pursuant to this section and constituting a Disruption of Delivery on the part of the Buyer impact or impair the Seller’s ability to operate the System in accordance with the Interconnection Agreement at the conclusion of such a Disruption of Delivery. 16 OHSUSA:766832482.3 13. Removal of System at Expiration. Upon the expiration or earlier termination of the Lease (provided Purchaser does not exercise its purchase option), Seller shall, at its expense, remove all of its tangible property comprising the System from the Facility on a mutually convenient date, but in no event later than one hundred and eighty (180) days after the expiration of the Term; provided, however, Purchaser shall bear all costs and expenses of Seller’s removal of the System if removal is necessary due to a Default Event of Purchaser. Excluding ordinary wear and tear, the Facility shall be returned to its original condition including the removal of the System; provided, however, Seller shall not be required to remove (i) any supports, canopies, anchors, penetrations, conduits or other similar ancillary equipment which were installed by Seller if, in Seller’s reasonable judgment, the removal of such supports, anchors, penetrations, conduits or other similar ancillary equipment would cause harm and damage to the Facility, and (ii) any underground foundations or underground or buried conduits and cabling installed by Seller on or about the Facility. In no case shall Seller’s removal of the System affect the integrity of Purchaser’s roof, which shall be as leak proof as it was prior to removal of the System and shall be flashed and/or patched to existing roof specifications. Seller shall leave the Facility in neat and clean order. If Seller fails to remove or commence substantial efforts to remove the System by such agreed upon date, Purchaser shall have the right, at its option, to remove the System to a public warehouse and restore the Facility to its original condition (other than ordinary wear and tear) at Seller’s cost. Purchaser shall provide sufficient space at no expense to Seller for the temporary storage and staging of tools, material, and equipment and for the parking of construction crew vehicles and temporary construction trailers and facilities reasonably necessary during System removal. 14. Metering, Measurement and Ownership of Data. a. Metering and Measurement. Seller shall install one or more revenue grade bidirectional meter(s) (the “Seller Meter”), as Seller deems appropriate, at or immediately before the Delivery Point to measure the output of the System. The Seller Meter shall (i) meet the general commercial standards of the solar photovoltaic industry or the required standard of the Utility and (ii) provide and preserve a continuous flow of data to Seller twenty-four (24) hours per day through the data line provided by Purchaser pursuant to Section 8.jj. Seller shall maintain the Seller Meter in accordance with industry standards. If the Seller Meter’s operation is interrupted at any time for any reason, or is found to be inaccurate and in need of repair or replacement, Purchaser will pay invoices to Seller using the Deemed Delivered Energy estimation process for such period of interruption, or for the period from the last test of the affected Seller Meter that shows it to have been operating properly through the date upon which the Seller Meter is corrected. b. Ownership of Meter Data. Seller shall own all data generated by the Seller Meter (the “Meter Data”). Purchaser acknowledges that Seller may copy, reproduce, alter, aggregate, use, distribute and make available to third parties Meter Data to perform its obligations hereunder and otherwise to further its business purposes, including for research and development, data analysis, marketing, and to improve upon, develop and offer new products and service offerings, provided that if Seller distributes or makes available Meter Data to third parties that are not affiliates of Seller, such Meter Data shall be in a format that is aggregated and anonymized and does not directly or indirectly identify Purchaser or the Facility. 17 OHSUSA:766832482.3 15. Default, Remedies and Damages. a. Default. Any Party, or the Party specifically indicated below, as applicable, that fails to perform its responsibilities as listed below or experiences any of the circumstances listed below shall be deemed a “Defaulting Party” and each event of default shall be a “Default Event”: i. failure of a Party to pay any amount due and payable under this Agreement, other than an amount that is subject to a good faith dispute, within ten (10) days following receipt of written notice from the other Party (the “Non-Defaulting Party”) of such failure to pay; ii. failure of a Party to substantially perform any other material obligation under this Agreement within thirty (30) days following receipt of written notice from the Non- Defaulting Party demanding such cure; provided, that such thirty (30) day cure period shall be extended (but not beyond ninety (90) days) if and to the extent reasonably necessary to cure the Default Event, if (A) the Defaulting Party initiates such cure within the thirty (30) day period and continues such cure to completion and (B) there is no material adverse effect on the Non-Defaulting Party resulting from the failure to cure the Default Event; iii. if any representation or warranty of a Party proves at any time to have been incorrect in any material respect when made and is material to the transactions contemplated hereby, if the effect of such incorrectness is not cured within thirty (30) days following receipt of written notice from the Non-Defaulting Party demanding such cure; iv. Purchaser loses its rights to occupy the Facility; v. Purchaser ceases to conduct business operations at the Facility unless Purchaser and Seller agree on terms of a relocation of the System pursuant to Section 10; vi. a Party, or its guarantor, becomes insolvent or is a party to a bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or any general assignment for the benefit of creditors or other similar arrangement or any event occurs or proceedings are taken in any jurisdiction with respect to the Party which has a similar effect; vii. Purchaser prevents Seller from installing the System or Purchaser otherwise performs or fails to perform in a way that prevents the delivery of electric energy from the System. Such Default Event shall not excuse Purchaser’s obligations to make payments that otherwise would have been due under this Agreement; or viii. the Lease is terminated for any reason other than the election by Seller (exercised in Seller’s sole discretion) or Seller otherwise loses its rights to occupy the Premises (as defined in the Lease) or any of the easements granted pursuant to the Lease. ix. Purchaser fails to provide Seller with access to, on, over, under and across the Facility for the purposes of (a) installing, constructing, operating, owning, maintaining, accessing, removing, and replacing the System; or (b) performing all 18 OHSUSA:766832482.3 of Seller’s other obligations under this Agreement and exercising any rights under the Lease. b. Remedies. i. Remedies for Defaults. On the occurrence of a Default Event, the Non- Defaulting Party may pursue any remedy under this Agreement, at law or in equity, including an action for damages and termination of this Agreement or suspension of performance of its obligations under this Agreement, upon five (5) days prior written notice to the Defaulting Party following the occurrence of the Default Event. If Purchaser is the Defaulting Party, then Seller may, in its sole discretion and upon not less than ten (10) days written notice to Purchaser, cease providing electric energy generated from the System to Purchaser and elect to continue to generate electric energy from the System and sell such energy to the Utility or a third party (such sale a “Third Party Energy Sale”) during the continuance of Purchaser’s Default Event. If Seller elects to proceed with a Third Party Energy Sale, (A) Seller shall be entitled to modify the System as Seller deems necessary to accommodate the Third Party Energy Sale, and (B) Seller shall be entitled to pursue an action for damages including, without limitation, lost revenue due to realization of a price per kWh in such Third Party Energy Sale that is lower than the then effective Energy Rate. Nothing herein shall limit either Party’s right to collect damages upon the occurrence of a breach or a default by the other Party that does not become a Default Event. ii. Seller Remedies Upon Termination for Purchaser Default. If Purchaser is the Defaulting Party and Seller terminates this Agreement, Seller may, in its sole discretion and upon not less than ten (10) days prior written notice to Purchaser, cease providing electric energy generated from the System to Purchaser and either (1) elect to pursue a Third Party Energy Sale for the unexpired Term and pursue an action for damages including, without limitation, lost revenue due to realization of a lower price per kWh in such Third Party Energy Sale or (2) request that Purchaser pay a termination payment to Seller (the “Purchaser’s Termination Payment”). If Purchaser does not pay the Purchaser’s Termination Payment to Seller within ten (10) business days of Seller’s request for such payment, Seller may, in its sole discretion, elect to pursue a Third Party Energy Sale. For the avoidance of doubt, Seller’s right to pursue a Third Party Energy Sale shall survive termination of this Agreement. The Purchaser’s Termination Payment shall be in accordance with Exhibit 4, the Premises Owner Termination Payment Schedule plus Seller’s costs for System removal and the value of any Tax Incentives recaptured as a result of the termination. The Parties agree that actual damages to Seller in the event this Agreement terminates prior to the expiration of the Term as the result of a Default Event by Purchaser would be difficult to ascertain, and the Purchaser’s Termination Payment is a reasonable approximation of the damages suffered by Seller as a result of early termination of this Agreement. The Purchaser’s Termination Payment shall not be less than zero. iii. Purchaser Remedies Upon Termination for Seller Default. If Seller is the Defaulting Party and Purchaser terminates this Agreement, then Seller shall remove the System within one hundred eighty (180) days of the termination date. 19 OHSUSA:766832482.3 c. Purchaser Default Prior to Commercial Operation Date. If Purchaser fails to perform its obligations under this Agreement, including Purchaser’s cooperation obligations under Section 8.b, prior to the Commercial Operation Date and such failure continues for ten (10) days after notice thereof by Seller to Purchaser then, without limiting any remedy Seller may have under this Agreement or at law or in equity, Seller may terminate this Agreement upon notice to Purchaser and Purchaser shall pay to Seller all of Seller’s costs and expenses incurred through the date of termination, including Seller’s costs of inspecting the Facility, designing the System and any procurement and installation work on the System through the date of termination. 16. Representations and Warranties. a. General Representations and Warranties. Each Party represents and warrants to the other the following as of the Effective Date and the Conditions Satisfaction Date: i. Organization; Authority; Enforceability. Such Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; the execution, delivery and performance by such Party of this Agreement has been duly authorized by all necessary corporate, partnership or limited liability company action, as applicable, and does not violate any law; and this Agreement is a valid obligation of such Party, enforceable against such Party in accordance with its terms (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereafter in effect relating to creditors’ rights generally). ii. Approvals; Compliance with Laws. Such Party has obtained all permits, licenses, authorizations, consents and approvals required by any Governmental Authority or other third party and necessary for such Party to own its assets, carry on its business and to execute and deliver this Agreement; and such Party is in compliance with all laws (including Environmental Laws) that relate to this Agreement in all material respects. b. Purchaser’s Representations and Warranties. Purchaser represents and warrants to Seller the following as of the Effective Date and the Conditions Satisfaction Date: i. Ownership of Facility and Other Agreements. Neither the execution and delivery of this Agreement by Purchaser nor the performance by Purchaser of any of its obligations under this Agreement conflicts with or will result in a breach or default under any agreement or obligation to which Purchaser is a party or by which Purchaser or the Facility is bound. ii. Accuracy of Information. All information provided by Purchaser to Seller, as it pertains to the Facility’s physical configuration, Purchaser’s planned use of the Facility, and Purchaser’s estimated electricity requirements, is accurate in all material respects. iii. Purchaser Status. Purchaser is not a public utility or a public utility holding company and is not subject to regulation as a public utility or a public utility holding company. iv. No Pool Use. No electricity generated by the System will be used to heat a swimming pool. 20 OHSUSA:766832482.3 v. Economic Sanctions and Anti-Money Laundering. (1) Purchaser and its affiliates are and for the life of this Agreement shall remain in full compliance with all applicable AML Measures and Sanctions Measures (as defined below); (2) Neither Purchaser nor any of its affiliates: (i) operate or do business relating to, or are organized under the laws of, an Embargoed Territory (as defined below); or (ii) for the life of this Agreement shall operate or do business relating to, or be organized under the laws of, an Embargoed Territory; (3) Neither Purchaser nor any of its affiliates are Sanctioned Persons (as defined below); (4) No monies that Purchaser pays to Seller under or in connection with this Agreement shall derive from: (i) an Embargoed Territory or a Sanctioned Person; (ii) activity in which a U.S. legal entity is generally forbidden to engage under Sanctions Measures; or (iii) any other unlawful activity including, without limitation, activity that can constitute a predicate offense under an AML Measure; and (5) Seller shall have the right to suspend or terminate and forgo performance under this Agreement if: (i) Purchaser breaches or is in default with respect to this Section 16.b.iv; or (ii) Purchaser or any of its affiliates become a Sanctioned Person. The following definitions shall apply with respect to this Section 16.b.iv: “AML Measure” means the USA PATRIOT Act or any other statute, executive order, regulation or other legal measure that imposes anti-money laundering legal requirements. “Sanctioned Person” means (i) an individual who or entity that is on the OFAC List of Specially Designated Nationals and Blocked Persons or other list of sanctioned persons administered by OFAC, authorities of the European Union, or one or more of its member states; or (ii) an entity that is, directly or indirectly, at least fifty percent (50%) owned by one or more persons encompassed by clause (i) to the extent that Purchaser knows or has reason to know about such ownership circumstances. “OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury. “Sanctioned Person” means (i) an individual who or entity that is on the OFAC List of Specially Designated Nationals and Blocked Persons or other list of sanctioned persons administered by OFAC, authorities of the European Union, or one or more of its member states; or (ii) an entity that is, directly or indirectly, at least fifty percent (50%) owned by one or more persons encompassed by clause (i) to the extent that Purchaser knows or has reason to know about such ownership circumstances. 21 OHSUSA:766832482.3 “Sanctions Measure” means any statute, executive order, regulation or other legal measure that is administered by OFAC or that otherwise imposes legal requirements relating to embargoes or other economic sanctions. vi. Hazardous Substances. Except as disclosed to Seller, there are no Hazardous Substances that exist in the areas on or near the Facility where Seller or its subcontractors will undertake to install, operate, maintain or repair the System. 17. System and Facility Damage and Insurance. a. System and Facility Damage. ii. Purchaser’s Obligations. If the Facility is damaged or destroyed by casualty of any kind or any other occurrence other than Seller’s gross negligence or willful misconduct, such that the operation of the System and/or Purchaser’s ability to accept the electric energy produced by the System are materially impaired or prevented, Purchaser shall promptly repair and restore the Facility to its pre- existing condition; provided, however, that if more than fifty percent (50%) of the Facility is destroyed during the last five years of the Initial Term or during any Additional Term, Purchaser may elect either (A) to restore the Facility or (B) to pay the Purchaser’s Termination Payment and all other costs previously accrued but unpaid under this Agreement and thereupon terminate this Agreement. b. Seller’s Insurance Requirements. i. From the Effective Date through the Initial Term and any Additional Term of this Agreement, SELLER shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by Purchaser’s Risk Manager or designee at any time and in its sole discretion. The required policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, subject to the terms of this Agreement, in the event a Third Party Claim (as defined in Section 19.a below) arises directly due to the negligence of SELLER (except to the extent due to the negligence of the Purchaser, its officers, officials, employees, agents, volunteers, contractors or i. Seller’s Obligations. If the System is d in Sectin 7.c. and (B) if (50%) of the System is destroyed during the last five more than fifty per amaged or destroyed by casualty of any kind or any other occurrence other than by Force Majeure (as defined in Section 22.a) or Purchaser’s gross negligence or willful misconduct, Seller shall promptly repair and restore the System to its pre-existing condition; provided, however, that (A) if the System is damaged or destroyed as a result of Purchaser’s or its contractor’s negligence or breach of this Agreement, such repair and restore of the System shall be at Purchaser’s cost as provided cent (5) years of the Initial Term or during any Additional Term, Seller shall not be required to restore the System, but may instead terminate this Agreement, unless Purchaser agrees (i) to pay for the cost of such restoration of the System or (ii) to purchase the System “AS-IS” at the Fair Market Value (as defined in Section 18.c) of the System. 22 OHSUSA:766832482.3 other third parties), the insurance limits available to Purchaser, its officers, officials, employees, agents and volunteers as additional insureds for such Third Party Claim shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. ii. If at any time from the Effective Date through the Initial Term and any Additional Term of the Agreement, SELLER or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to SELLER shall be withheld until notice is received by Purchaser that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to Purchaser. Any failure to maintain the required insurance shall be sufficient cause for Purchaser to terminate this Agreement. No action taken by Purchaser pursuant to this section shall in any way relieve SELLER of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by Purchaser that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. iii. The fact that insurance is obtained by SELLER shall not be deemed to release or diminish the liability of SELLER, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify Purchaser shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by SELLER. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of SELLER, vendors, suppliers, invitees, consultant, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. iv. Coverage shall be at least as broad as: 1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.” 2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non- owned automobiles or other licensed vehicles (Code 1- Any Auto). 3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. 23 OHSUSA:766832482.3 v. Minimum Limits Of Insurance SELLER shall procure and maintain from the Effective Date of this Agreement through the Initial Term and any Additional Term, insurance with limits of liability not less than those set forth below. However, subject to the terms of this Agreement, in the event a Third Party Claim arises directly due to the negligence of SELLER (except to the extent due to the negligence of the Purchaser, its officers, officials, employees, agents, volunteers, contractors or other third parties), insurance limits available to Purchaser, its officers, officials, employees, agents and volunteers as additional insureds for such Third Party Claim shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: 1. COMMERCIAL GENERAL LIABILITY (i) $2,000,000 per occurrence for bodily injury and property damage; (ii) $2,000,000 per occurrence for personal and advertising injury; (iii) $4,000,000 aggregate for products and completed operations; and, (iv) $4,000,000 general aggregate applying separately to the work performed under the Agreement. 2. COMMERCIAL AUTOMOBILE LIABILITY $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation Insurance as required by the State of California with statutory limits and EMPLOYER’S LIABILITY with limits of liability not less than: (i) $1,000,000 each accident for bodily injury; (ii) $1,000,000 disease each employee; and, (iii) $1,000,000 disease policy limit. 4. PROPERTY ALL RISK INSURANCE: Limits of insurance in an amount equal to the full (100%) replacement cost (without deduction for depreciation) of the System, except the perils of flood, earthquake and windstorms (as defined in Seller’s insurance policy). 5. CONTRACTORS’ POLLUTION LEGAL LIABILITY with coverage for bodily injury, property damage or pollution clean-up costs that could result from of pollution condition, both sudden and gradual. Including a discharge of pollutants brought to the work site or other pollution conditions with limits of liability of not less than the following: (i) $1,000,000 per occurrence or claim; and, (ii) $2,000,000 general aggregate per annual policy period. (iii) In the event this Agreement involves the transportation of hazardous material, either the Commercial Automobile policy or other appropriate insurance policy shall be endorsed to include Transportation Pollution Liability insurance covering materials to be transported by SELLER pursuant to the Agreement. 24 OHSUSA:766832482.3 vi. Umbrella Or Excess Insurance In the event SELLER purchases an Umbrella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the Purchaser, its officers, officials, employees, agents and volunteers. vii. Deductibles And Self-Insured Retentions SELLER shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and SELLER shall also be responsible for payment of any self-insured retentions. Any self-insured retentions must be declared on the Certificate of Insurance, and approved by, the Purchaser’s Risk Manager or designee. At the option of the Purchaser’s Risk Manager or designee, either: 1. The insurer shall reduce or eliminate such self-insured retentions as respects Purchaser, its officers, officials, employees, agents and volunteers; or 2. SELLER shall provide a financial guarantee, satisfactory to Purchaser’s Risk Manager or designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall Purchaser be responsible for the payment of any deductibles or self-insured retentions. viii. Other Insurance Provisions/Endorsements 1. All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice has been given to Purchaser, except ten (10) days for nonpayment of premium. The foregoing notice should be sent to: City of Fresno – Public Works, C/O Ann Kloose, 2101 “G” St, Building C, Fresno, CA 93706. SELLER is also responsible for providing written notice to the Purchaser under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, SELLER shall furnish Purchaser with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for Purchaser, SELLER shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy. 2. The Commercial General, Pollution and Automobile Liability insurance policies shall be written on an occurrence form. 3. The Commercial General, Pollution and Automobile Liability insurance policies shall be endorsed to name Purchaser, its officers, officials, agents, employees and volunteers as an additional insured. 25 OHSUSA:766832482.3 SELLER shall establish additional insured status for the Purchaser and for all ongoing and completed operations under both Commercial General and Pollution Liability policies by use of ISO Forms or an executed manuscript insurance company endorsement providing additional insured status. The Commercial General endorsements must be as broad as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37 or equivalent. 4. The Commercial General, Pollution and Automobile Liability insurance shall contain, or be endorsed to contain, that the SELLERS’ insurance shall be primary to and require no contribution from the Purchaser. The Commercial General and Pollution Liability policies are required to include primary and non-contributory coverage in favor of the Purchaser for both the ongoing and completed operations coverage. Subject to the agreed upon limits in this Agreement, the coverages to the Purchaser, its officers, officials, employees, agents and volunteers will be as broad as what is available to the named insured. Further, subject to the terms of this Agreement, in the event a Third Party Claim arises directly due to the negligence of SELLER (except to the extent due to the negligence of the Purchaser, its officers, officials, employees, agents, volunteers, contractors or other third parties), if SELLER maintains higher limits of liability than the minimums shown above, Purchaser requires and shall be entitled to coverage for the higher limits of liability maintained by SELLER for such Third Party Claim. 5. Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits. 6. For any claims related to this Agreement, SELLER’S insurance coverage shall be primary insurance with respect to the Purchaser, its officers, officials, agents, employees, and volunteers. Any insurance or self-insurance maintained by the Purchaser, its officers, officials, agents, employees, and volunteers shall be excess of the SELLER’S insurance and shall not contribute with it. ix. Providing Of Documents SELLER shall furnish Purchaser with all certificate(s) and applicable endorsements effecting coverage required herein All certificates and applicable endorsements are to be received and approved by the Purchaser’s Risk Manager or designee prior to Purchaser’s execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. In the event there is a claim or due to the necessity of meeting the minimum insurance requirements, and upon request of Purchaser, SELLER shall immediately furnish Purchaser with a complete copy of a reasonably redacted insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. 26 OHSUSA:766832482.3 x. Subcontractors If SELLER subcontracts any or all of the services to be performed under this Agreement, the subcontractor(s) may enter into a separate Side Agreement with the City to provide required indemnification and insurance protection. Any Side Agreement(s) and associated insurance documents for the subcontractors must be reviewed and preapproved by Purchaser’s Risk Manager or designee. If no Side Agreement is entered into, (i) SELLER will be solely responsible for ensuring that its subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry, and (ii) SELLER must meet all insurance requirements set forth in this Agreement. c. Purchaser’s Insurance. Purchaser shall maintain (A) commercial general liability insurance for the Facility with coverage of at least $1,000,000 per occurrence and $2,000,000 annual aggregate, (B) property insurance on the Facility covering “All Risks” perils in an amount equal to the full replacement cost of the Facility; (C) business interruption insurance covering Purchaser’s operations at the Facility; and (D) workers’ compensation insurance covering all employees of Purchaser, as required by the laws of the State in which the Facility is located, and employers’ liability coverage subject to a limit of no less than $500,000 for bodily injury by accident per accident/$500,000 for bodily injury by disease per employee/$1,000,000 for bodily injury by disease policy limit. d. Policy Provisions. All Purchaser’s insurance policies provided hereunder shall (i) contain a provision whereby the insurer agrees to give Seller (A) not less than ten (10) days written notice before the insurance is cancelled or terminated as a result of non- payment of premiums, or (B) not less than thirty (30) days written notice before the insurance is otherwise cancelled or terminated, (ii) be written on an occurrence basis, and (iii) be maintained with companies either rated no less than A-VII as to Policy Holder’s Rating in the current edition of A.M. Best’s Insurance Guide or otherwise reasonably acceptable to the other Party. Purchaser shall name the Seller as additional insured as respects commercial general liability and employers liability. e. Certificates. Upon the Seller’s request Purchaser shall deliver to the Seller certificates of insurance evidencing the above required coverage. A Party’s receipt, review, or acceptance of such certificate shall in no way limit or relieve the other Party of the duties and responsibilities to maintain insurance as set forth in this Agreement. f. Deductibles. Unless and to the extent that a claim is covered by an indemnity set forth in this Agreement, each Party shall be responsible for the payment of its own deductibles. 18. Ownership; Option to Purchase. a. Ownership of System. Throughout the Term, Seller shall be the legal and beneficial owner of the System at all times, including all Environmental Attributes, and Seller shall be entitled to the benefit of all Tax Incentives of the System, and the System shall remain the personal property of Seller and shall not attach to or be deemed a part of, or fixture to, the Facility notwithstanding that certain portions of the System may otherwise qualify as fixtures due to the manner of installation of the System. Each of Seller and Purchaser agree that Seller (or the designated assignee of Seller permitted under Section 23) is the tax owner of the System and all tax filings and reports will be filed in a 27 OHSUSA:766832482.3 manner consistent with this Agreement. The System shall at all times retain the legal status of personal property as defined under Article 9 of the Uniform Commercial Code. Purchaser covenants that it shall use commercially reasonable efforts to place all parties having an interest in or a mortgage, pledge, lien, charge, security interest, encumbrance or other claim of any nature on the Facility on notice of the ownership of the System and the legal status or classification of the System as personal property. If there is any mortgage or fixture filing against the Facility which could reasonably be construed as prospectively attaching to the System as a fixture of the Facility, Purchaser shall provide a disclaimer or release from such lienholder. If Purchaser is the fee owner of the Facility, Purchaser consents to the filing of a disclaimer of the System as a fixture of the Facility in the office where real estate records are customarily filed in the jurisdiction where the Facility is located. If Purchaser is not the fee owner, Purchaser shall obtain such consent from such owner. Without limiting the generality of the foregoing, Purchaser hereby waives any statutory or common law lien that it might otherwise have in or to the System or any part thereof and agrees that, notwithstanding the occurrence of a Default Event by Purchaser under this Agreement beyond all applicable notice and cure periods (including those granted to Financing Parties), Seller or any Financing Party (or its designee) shall own and may remove the System from the Facility at any time. b. Option to Purchase. At the end of the tenth (10th) Contract Year and at the end of the Initial Term or each Additional Term (each such date a “Purchase Option Date”), so long as Purchaser is not in default under this Agreement, Purchaser may purchase the System from Seller for a purchase price equal to the Fair Market Value (as defined in Section 18.c) of the System as of the Purchase Option Date. Purchaser must provide a notification to Seller of its intent to purchase at least ninety (90) days and not more than one hundred eighty (180) days prior to the Purchase Option Date and the purchase shall be completed on or before the Purchase Option Date. c. Determination of Fair Market Value. “Fair Market Value” means the greatest of: (i) the amount that would be paid in an arm’s length, free market transaction, for cash, between an informed, willing seller and an informed willing buyer, neither of whom is under compulsion to complete the transaction, taking into account, among other things, the age, condition and performance of the System and advances in solar technology, provided that installed equipment shall be valued on an installed basis, shall not be valued as scrap if it is functioning and in good condition and costs of removal from a current location shall not be a deduction from the valuation, taking into account the present value of all associated future income streams expected to arise from the operation of the System for the remaining useful life of the System, including but not limited to the expected price of electricity, Environmental Attributes, and Tax Incentives and factoring in future avoided costs and expenses associated with the System and assuming the System is able to generate revenue for the then-remaining term of the Agreement at a price equal to the then-applicable Energy Rate and thereafter for the remaining useful life of the System at a price equal to the then fair market price for energy and (ii) Purchaser’s Termination Payment. The Parties shall select a mutually acceptable nationally recognized independent appraiser with experience and expertise in the solar photovoltaic industry to determine the Fair Market Value of the System. Such appraiser shall act reasonably and in good faith to determine the Fair Market Value of the System based on the formulation set forth herein, and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error. 28 OHSUSA:766832482.3 The costs of the appraisal shall be borne by the Parties equally. Upon purchase of the System, Purchaser shall assume complete responsibility for the operation and maintenance of the System and liability for the performance of the System, and Seller shall have no further liabilities or obligations hereunder. 19. Indemnification. a. General. To the furthest extent allowed by law, each Party (”Indemnifying Party") shall indemnify, hold harmless and defend the other Party and the officers, officials, employees, agents and volunteers of the other Party from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) resulting from any and all third party claims, demands and actions in law or equity (including attorney's fees and litigation expenses) (collectively "Third Party Claims"), arising or alleged to have arisen directly or indirectly out of the Indemnifying Party's gross negligence or willful misconduct in the performance of this Agreement. In addition, to the furthest extent allowed by law, SELLER shall indemnify, hold harmless and defend Purchaser and each of its officers, officials, employees, agents and volunteers from Third Party Claims arising or alleged to have arisen directly or indirectly out of SELLER's negligence in its performance of this Agreement. SELLER’S obligations shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages to the extent caused by the negligence, or caused by the willful misconduct, of Purchaser or any of its officers, officials, employees, agents or volunteers. Nothing in this Section is intended to modify the limitations of Seller’s liability set forth in Section 20 or if SELLER’S System damages Purchaser’s Facility. This Section 19.a however, shall not apply to liability arising from any form of Hazardous Substances or other environmental contamination, such matters being addressed exclusively by Section 19.c. b. Notice and Participation in Third Party Claims. The Indemnified Party shall give the Indemnifying Party written notice with respect to any Liability asserted by a third party (a “Claim”), as soon as possible upon the receipt of information of any possible Claim or of the commencement of such Claim. The Indemnifying Party may assume the defense of any Claim, at its sole cost and expense, with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The Indemnified Party may, however, select separate counsel if both Parties are defendants in the Claim and such defense or other form of participation is not reasonably available to the Indemnifying Party. The Indemnifying Party shall pay the reasonable attorneys’ fees incurred by such separate counsel until such time as the need for separate counsel expires. The Indemnified Party may also, at the sole cost and expense of the Indemnifying Party, assume the defense of any Claim if the Indemnifying Party fails to assume the defense of the Claim within a reasonable time. Neither Party shall settle any Claim covered by this Section 19.b unless it has obtained the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall have no liability under this Section 19.b for any Claim for which such notice is not provided if that the failure to give notice prejudices the Indemnifying Party. c. Environmental Indemnification. Seller shall indemnify, defend and hold harmless all of Purchaser’s Indemnified Parties from and against all Liabilities arising out of or relating to the existence at, on, above, below or near the Facility of any Hazardous Substance (as defined in Section 19.c.i) to the extent deposited, spilled or otherwise 29 OHSUSA:766832482.3 caused by Seller or any of its contractors or agents. Purchaser shall indemnify, defend, and hold harmless all of Seller’s Indemnified Parties from and against all Liabilities arising out of or relating to the existence at, on, above, below or near the Facility of any Hazardous Substance, except to the extent deposited, spilled, or otherwise caused by Seller or any of its contractors or agents. Each Party shall promptly notify the other Party if it becomes aware of any Hazardous Substance on or about the Facility generally or any deposit, spill or release of any Hazardous Substance. i. “Hazardous Substance” means any chemical, waste or other substance (A) which now or hereafter becomes defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “pollution,” “pollutants,” “regulated substances,” or words of similar import under any Environmental Laws, (B) which is declared to be hazardous, toxic, or polluting by any Governmental Authority, (C) exposure to which is now or hereafter prohibited, limited or regulated by any Governmental Authority, (D) the storage, use, handling, disposal or release of which is restricted or regulated by any Governmental Authority, or (E) for which remediation or cleanup is required by any Governmental Authority. ii. “Environmental Law” means any applicable federal, state, municipal or local law, statute, rule, regulation, ordinance, code, judgment, decree or decision implementing any of the foregoing by any Governmental Authority relating to (A) the protection of the air, water, land or natural resources or (B) the generation, use, handling, treatment, storage, disposal and transportation of Hazardous Substances. 20. Limitations of Liability. a. No Consequential Damages. EXCEPT WITH RESPECT TO PAYMENT OF A PURCHASER’S TERMINATION PAYMENT, OR IN CONNECTION WITH THIRD- PARTY INDEMNIFICATION CLAIMS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT. b. Actual Damages. Except for third party indemnification claims, Seller’s aggregate liability under this Agreement arising out of or in connection with the performance or non-performance of this Agreement shall not exceed $955,610 (such amount, the “Seller Liability Cap”). The provisions of this Section 20.b shall apply whether such liability arises in contract, tort (including negligence), strict liability or otherwise. Any action against Seller must be brought within one (1) year after the cause of action accrues. Any proceeds of insurance required to be maintained by Seller pursuant to Section 17 that Seller actually receives from the same claim giving rise to a Purchaser claim under this agreement shall not reduce the Seller Liability Cap. TO THE EXTENT ENFORCEABLE UNDER APPLICABLE LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, 30 OHSUSA:766832482.3 STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR SELLER TO ENTER INTO THIS AGREEMENT. 21. Dispute Resolution. a. Negotiation. The Parties, through their respective senior management, shall negotiate in good faith and attempt to resolve any dispute, controversy or claim arising out of or relating to this Agreement (a “Dispute”) within twenty (20) business days after the date that a Party gives written notice of such Dispute to the other Party. b. Arbitration. In the event any Dispute is not settled to the mutual satisfaction of the Parties pursuant to Section 21.a above, the Dispute shall then be settled by final, binding arbitration pursuant to the California Arbitration Act, C.C.P §§ 1280 et seq. (“CAA”),. The Parties shall mutually select one local arbitrator. In the event the Parties are unable to agree on an arbitrator, an arbitrator will be appointed by the provided in the CAA. All arbitration proceedings will take place Fresno, California. The arbitrator will be entitled to award monetary and equitable relief, including specific performance and other injunctive relief; provided, however, that only damages allowed pursuant to this Agreement may be awarded. Except as otherwise expressly provided in this Section 21.b, each Party will bear the expenses of its own counsel and will jointly bear the expenses of the arbitrator. The Parties agree that the arbitrator will include, as an item of damages, the costs of arbitration, including reasonable legal fees and expenses, incurred by the prevailing party if the arbitrator determines that either (i) the non- prevailing Party did not act in good faith when disputing its liability hereunder to the prevailing Party or when initiating a claim against the prevailing Party; or (ii) the prevailing Party has had to resort to arbitration with respect to a substantially similar claim more than twice in any thirty-six (36) month period. Should it become necessary to resort or respond to court proceedings to enforce a Party’s compliance with this Section 21.b, such proceedings will be brought in accordance with Section 26.a below. If the court directs or otherwise requires compliance herewith, then all costs and expenses, including reasonable attorneys’ fees incurred by the Party requesting such compliance, will be reimbursed by the non-complying Party to the requesting Party. 22. Force Majeure. a. “Force Majeure” means any event or circumstances beyond the reasonable control of and without the fault or negligence of the Party claiming Force Majeure. It shall include, without limitation, failure or interruption of the production, delivery or acceptance of electricity due to: an act of god; war (declared or undeclared); sabotage; riot; insurrection; civil unrest or disturbance; military or guerilla action; terrorism; economic sanction or embargo; civil strike, work stoppage, slow-down, or lock-out; explosion; fire; earthquake; abnormal weather condition or actions of the elements; hurricane; flood; lightning; wind; the binding order of any Governmental Authority (provided that such order has been resisted in good faith by all reasonable legal means); the failure to act on the part of any Governmental Authority (provided that such action has been timely requested and diligently pursued); unavailability of electricity from the Utility grid, equipment, supplies or products (but not to the extent that any such availability of any of the foregoing results from the failure of the Party claiming Force Majeure to have exercised reasonable diligence); and failure of equipment not utilized by or under the control of the Party claiming Force Majeure. 31 OHSUSA:766832482.3 b. Except as otherwise expressly provided to the contrary in this Agreement, if either Party is rendered wholly or partly unable to timely perform its obligations under this Agreement because of a Force Majeure event, that Party shall be excused from the performance affected by the Force Majeure event (but only to the extent so affected) and the time for performing such excused obligations shall be extended as reasonably necessary; provided, that: (i) the Party affected by such Force Majeure event, as soon as reasonably practicable after obtaining knowledge of the occurrence of the claimed Force Majeure event, gives the other Party prompt oral notice, followed by a written notice reasonably describing the event; (ii) the suspension of or extension of time for performance is of no greater scope and of no longer duration than is required by the Force Majeure event; and (iii) the Party affected by such Force Majeure event uses all reasonable efforts to mitigate or remedy its inability to perform as soon as reasonably possible. The Term shall be extended day for day for each day performance is suspended due to a Force Majeure event. c. Notwithstanding anything herein to the contrary, the obligation to make any payment due under this Agreement shall not be excused by a Force Majeure event that solely impacts Purchaser’s ability to make payment. d. If a Force Majeure event continues for a period of one hundred and eighty (180) days or more within a twelve (12) month period and prevents a material part of the performance by a Party hereunder, the Party not claiming the Force Majeure event shall have the right to terminate this Agreement without fault or further liability to either Party (except with respect to amounts accrued but unpaid prior to termination). 23. Assignment and Financing. a. Assignment. This Agreement may not be assigned in whole or in part by either Party without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Seller may, without the prior written consent of Purchaser, (i) assign, mortgage, pledge or otherwise collaterally assign its interests in this Agreement and the System to any Financing Party, (ii) directly or indirectly assign this Agreement and the System to an affiliate or subsidiary of Seller, (iii) assign this Agreement and the System to any entity through which Seller is obtaining financing or capital for the System (iv) assign this Agreement and the System to any person succeeding to all or substantially all of the assets of Seller (provided that Seller shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Seller’s obligations hereunder by the assignee) and (v) assign this Agreement and the System to any assignee that (x) has comparable experience in operating and maintaining photovoltaic solar systems comparable to the System and providing services comparable to those contemplated by this Agreement, or will contract with parties who have such experience and (y) has the financial capability to maintain the System and provide the services contemplated by this Agreement in the manner required by this Agreement. In the event of any such assignment, Seller shall be released from all its liabilities and other obligations under this Agreement. However, any assignment of Seller’s rights and/or obligations under this Agreement shall not result in any change to Purchaser’s rights and obligations under this Agreement. This Agreement shall be binding on and inure to the benefit of the successors and permitted assignees. 32 OHSUSA:766832482.3 b. Financing. The Parties acknowledge that Seller may obtain construction and long-term financing or other credit support from one or more Financing Parties. “Financing Parties,” means a person or persons providing construction or permanent financing to Seller in connection with construction, ownership, operation and maintenance of the System or, if applicable, any person to whom Seller has transferred the ownership interest in the System. Both Parties agree in good faith to consider and to negotiate changes or additions to this Agreement that may be reasonably requested by the Financing Parties; provided, that such changes do not alter the fundamental economic terms of this Agreement. In connection with an assignment pursuant to Section 23.a, and within five (5) business days after receipt of a written request by Seller, Purchaser agrees to execute any consent, estoppel or acknowledgement in form and substance reasonably acceptable to such Financing Parties. c. Successor Servicing. The Parties further acknowledge that in connection with any construction or long term financing or other credit support provided to Seller or its affiliates by Financing Parties, that such Financing Parties may require that Seller or its affiliates appoint a third party to act as backup or successor provider of operation and maintenance services with respect to the System and/or administrative services with respect to this Agreement (the “Successor Provider”). Purchaser agrees to accept performance from any Successor Provider so appointed so long as such Successor Provider performs in accordance with the terms of this Agreement. 24. Confidentiality and Publicity. a. Confidentiality. If either Party provides confidential information, including this Agreement, business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other Party or, if in the course of performing under this Agreement or negotiating this Agreement a Party learns Confidential Information regarding the facilities or plans of the other Party, the receiving Party shall (i) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (ii) refrain from using such Confidential Information, except in the negotiation and performance of this Agreement, including but not limited to obtaining financing for the System. Notwithstanding the above, (A) a Party may provide such Confidential Information to its, officers, directors, members, managers, employees, agents, contractors and consultants (collectively, “Representatives”), and affiliates, potential lenders and purchasers, and potential assignees of this Agreement (provided and on condition that such potential assignees be bound by a written agreement or legal obligation restricting use and disclosure of Confidential Information), and (B) Meter Data shall be considered Confidential Information of Seller and not Purchaser, subject to Seller’s obligations with respect to Meter Data as set forth in Section 14.b. Any recipient of Confidential Information pursuant to clause (A) above shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of this Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Section 24.a, except as set forth in Section 24.b. All Confidential Information shall remain the property of the disclosing Party and 33 OHSUSA:766832482.3 shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party. Each Party agrees that the disclosing Party would be irreparably injured by a breach of this Section 24.a by the receiving Party or its Representatives or other person to whom the receiving Party discloses Confidential Information of the disclosing Party and that the disclosing Party may be entitled to equitable relief, including injunctive relief and specific performance, in the event of a breach of this Section 24.a. To the fullest extent permitted by applicable law, such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 24.a, but shall be in addition to all other remedies available at law or in equity. b. Permitted Disclosures. Notwithstanding any other provision in this Agreement, neither Party shall be required to hold confidential any information that (i) becomes publicly available other than through the receiving Party, (ii) is required to be disclosed to a Governmental Authority under applicable law or pursuant to a validly issued subpoena, (iii) is independently developed by the receiving Party or (iv) becomes available to the receiving Party without restriction from a third party under no obligation of confidentiality. If disclosure of information is required by a Governmental Authority, the disclosing Party shall, to the extent permitted by applicable law, notify the other Party of such required disclosure promptly upon becoming aware of such required disclosure and shall cooperate with the other Party in efforts to limit the disclosure to the maximum extent permitted by law. Purchaser shall be considered a Governmental Authority and may disclose information as required by the California Public Records Act, Gov. Code §§ 6250 et seq.. 25. Goodwill and Publicity. Neither Party shall use any name, trade name, service mark or trademark of the other Party in any promotional or advertising material without the prior written consent of such other Party. Neither Party shall make any press release or public announcement of the specific terms of this Agreement (except for filings or other statements or releases as may be required by applicable law) without the specific prior written consent of the other Party. Without limiting the generality of the foregoing, all public statements must accurately reflect the rights and obligations of the Parties under this Agreement, including the ownership of Environmental Attributes and any related reporting rights. Notwithstanding the foregoing, Purchaser may, without Seller’s consent, issue promotional or advertising materials regarding Purchaser’s use of solar or renewable energy that do not identify Seller or any of its affiliates. 26. Miscellaneous Provisions a. Choice of Law. This Agreement will be governed by the laws of the State of California, without giving effect to conflict of laws principles that would cause the laws of another jurisdiction to apply to this Agreement. b. Attorneys’ Fees. The prevailing party in any dispute arising out of this Agreement shall be entitled to reasonable attorneys’ fees and costs. c. Notices. All notices under this Agreement shall be in writing and shall be by personal delivery, facsimile transmission, electronic mail, overnight courier, or regular, certified, or registered mail, return receipt requested, and deemed received upon personal delivery, acknowledgment of receipt of electronic transmission, the promised delivery date after deposit with overnight courier, or five (5) days after deposit in the mail. 34 OHSUSA:766832482.3 Notices shall be sent to the person identified in this Agreement at the addresses set forth in this Agreement or such other address as either Party may specify in writing. Each Party shall deem a document faxed, emailed or electronically sent in PDF form to it as an original document. d. Further Assurances. Each of the Parties hereto agree to provide such information, execute and deliver any instruments and documents and to take such other actions as may be necessary or reasonably requested by the other Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumptions of obligations other than those provided for in this Agreement, to give full effect to this Agreement and to carry out the intent of this Agreement. e. Right of Waiver. Each Party, in its sole discretion, shall have the right to waive, defer or reduce any of the requirements to which the other Party is subject under this Agreement at any time (other than with respect to and/or relating to the obligation to make any payment due under this Agreement); provided, however that neither Party shall be deemed to have waived, deferred or reduced any such requirements unless such action is in writing and signed by the waiving Party. No waiver will be implied by any usage of trade, course of dealing or course of performance. A Party’s exercise of any rights hereunder shall apply only to such requirements and on such occasions as such Party may specify and shall in no event relieve the other Party of any requirements or other obligations not so specified. No failure of either Party to enforce any term of this Agreement will be deemed to be a waiver. No exercise of any right or remedy under this Agreement by Purchaser or Seller shall constitute a waiver of any other right or remedy contained or provided by law. Any delay or failure of a Party to exercise, or any partial exercise of, its rights and remedies under this Agreement shall not operate to limit or otherwise affect such rights or remedies. Any waiver of performance under this Agreement shall be limited to the specific performance waived and shall not, unless otherwise expressly stated in writing, constitute a continuous waiver or a waiver of future performance. f. Non-Dedication of Facilities. Nothing herein shall be construed as the dedication by either Party of its facilities or equipment to the public or any part thereof. Neither Party shall knowingly take any action that would subject the other Party, or other Party’s facilities or equipment, to the jurisdiction of any Governmental Authority as a public utility or similar entity. Neither Party shall assert in any proceeding before a court or regulatory body that the other Party is a public utility by virtue of such other Party’s performance under this agreement. If Seller is reasonably likely to become subject to regulation as a public utility, then the Parties shall use all reasonable efforts to restructure their relationship under this Agreement in a manner that preserves their relative economic interests while ensuring that Seller does not become subject to any such regulation. If the Parties are unable to agree upon such restructuring, Seller shall have the right to terminate this Agreement without further liability, and Seller shall remove the System in accordance with Section 13 of this Agreement. g. Service Contract. The Parties intend this Agreement to be a “service contract” within the meaning of Section 7701(e)(3) of the Internal Revenue Code of 1986. Purchaser shall not take the position on any tax return or in any other filings suggesting that it is anything other than a purchase of electricity from the System. 35 OHSUSA:766832482.3 h. No Partnership. No provision of this Agreement shall be construed or represented as creating a partnership, trust, joint venture, fiduciary or any similar relationship between the Parties. No Party is authorized to act on behalf of the other Party, and neither shall be considered the agent of the other. i. Full Agreement, Modification, Invalidity, Counterparts, Captions. This Agreement, together with any Exhibits, completely and exclusively states the agreement of the Parties regarding its subject matter and supersedes all prior proposals, agreements, or other communications between the Parties, oral or written, regarding its subject matter. This Agreement may be modified only by a writing signed by both Parties. If any provision of this Agreement is found unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. In such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law. This Agreement may be executed in any number of separate counterparts and each counterpart shall be considered an original and together shall comprise the same Agreement. The captions or headings in this Agreement are strictly for convenience and shall not be considered in interpreting this Agreement. j. Forward Contract. The transaction contemplated under this Agreement constitutes a “forward contract” within the meaning of the United States Bankruptcy Code, and the Parties further acknowledge and agree that each Party is a “forward contract merchant” within the meaning of the United States Bankruptcy Code. k. No Third Party Beneficiaries. Except for assignees, Financing Parties, and Successor Providers permitted under Section 23, this Agreement and all rights hereunder are intended for the sole benefit of the Parties hereto and shall not imply or create any rights on the part of, or obligations to, any other Person. l. Survival. Provisions of this Agreement that should reasonably be considered to survive termination of this Agreement shall survive. For the avoidance of doubt, surviving provisions shall include, without limitation, Section 7.k (Warranty Disclaimer), Section 13 (Removal of System at Expiration), Section 15.b (Remedies), Section 15.c (Representations and Warranties), Section 17.b (Insurance Coverage), Section 19 (Indemnification), Section 20 (Limitations of Liability), Section 21 (Dispute Resolution), Section 24 (Confidentiality and Publicity), Section 26.a (Choice of Law), Section 26.b (Attorneys’ Fees), Section 26.c (Notices), Section 26.f (Non-Dedication of Facilities), Section 26.g (Service Contract), Section 26.h (No Partnership), Section 26.i (Full Agreement, Modification, Invalidity, Counterparts, Captions) and Section 26.k (No Third Party Beneficiaries). The Parties acknowledge that if the Lease continues to be in full force and effect after the termination of this Agreement, the provisions of this Agreement that are cross-referenced in the Lease shall survive termination of this Agreement. Notwithstanding anything to the contrary herein, Purchaser acknowledges and agrees that a termination of this Agreement (whether pursuant to the terms thereof or otherwise) shall not affect the rights of Seller under the Lease or otherwise result in a termination of the Lease, and (x) Seller shall nonetheless have the right to maintain the System at the Facility, and (y) Seller shall have the right to sell the power produced by the System, or any portion of such power, directly to the grid, and Purchaser shall, if requested by Seller or any utility provider to which Seller grants the right to construct, own, operate and maintain such utility at the Facility as provided under the Lease, execute a utility interconnection agreement or other documents to permit Seller to 36 OHSUSA:766832482.3 interconnect the System to the electrical system of the Facility and transmit power to the utility or utilities either directly or through the electrical system of the Facility, and sell such power to the utility provider or a third party in a Third Party Energy Sale; provided, however, that (i) Purchaser’s failure to execute any such agreement shall not invalidate or void any rights granted by Seller to such Utility pursuant to the preceding sentence, and (ii) in furtherance of the foregoing obligations of Purchaser, Purchaser hereby appoints Seller as Purchaser’s true and lawful attorney-in-fact, in its name or in Seller’s name, with full power and authority to enter into any such agreement for and on behalf of Purchaser and to bind Purchaser to the terms of any such agreement, which power of attorney is coupled with an interest and shall be irrevocable. 37 OHSUSA:766832482.3 Exhibit 3 Attachment A Prices for Initial Term Contract Year $ per kWh 1 $0.1250 2 $0.1275 3 $0.1301 4 $0.1327 5 $0.1353 6 $0.1380 7 $0.1408 8 $0.1436 9 $0.1465 10 $0.1494 11 $0.1524 12 $0.1554 13 $0.1585 14 $0.1617 15 $0.1649 16 $0.1682 17 $0.1716 18 $0.1750 19 $0.1785 20 $0.1821 21 $0.1857 22 $0.1895 23 $0.1932 24 $0.1971 25 $0.2011 38 OHSUSA:766832482.3 Exhibit 4 Purchaser’s Termination Payment Schedule Contract Year Termination Value 1 $4,398,612 2 $4,087,114 3 $3,643,862 4 $3,275,959 5 $2,944,532 6 $2,618,484 7 $2,543,573 8 $2,298,798 9 $2,266,154 10 $2,228,551 11 $2,050,650 12 $2,072,148 13 $2,019,299 14 $1,959,742 15 $1,891,660 16 $1,814,736 17 $1,727,781 18 $1,631,248 19 $1,523,012 20 $1,402,524 21 $1,268,294 22 $1,120,552 23 $1,029,182 24 $854,297 25 $661,075 39 OHSUSA:766832482.3 Exhibit 5 Legal Description of Property 1 OHSUSA:764456800.10 SOLAR ENERGY SYSTEM LEASE AGREEMENT This SOLAR ENERGY SYSTEM LEASE AGREEMENT (the “Agreement”) is made and entered into as of October 24, 2019 (the “Effective Date”), by and between El Dorado Street Solar Project 2019 (“Tenant”), a Delaware corporation and the City of Fresno (“Premises Owner”). Tenant and Premises Owner are sometimes hereinafter individually referred to as a “Party” and collectively as the “Parties”. RECITALS A. Premises Owner is the fee owner of that certain building with the street address of 1300 East El Dorado Street, Fresno CA 93706 (“Building”) together with the real property described on Exhibit A attached hereto upon which the Building is located (“Property” and together with the Building, the “Facility”). B. Tenant is in the business of installing and operating solar power facilities and selling electric energy generated from such facilities. C. Tenant is seeking to sell energy, renewable energy credits or other products from the System (as defined below). D. Premises Owner wishes to lease to Tenant and Tenant wishes to lease from Premises Owner the portions of the Facility more particularly described as the Premises on Exhibit B attached hereto (“Premises”), for the purpose of installing and operating the solar panel system more particularly described as the System on Exhibit B attached hereto (“System”), and Premises Owner wishes to grant Tenant a Transmission Easement (as defined in Section 1.1(a)), for the purpose of installing and operating the System, all on the terms and conditions set forth below (collectively, the “Transaction”). NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, the Parties hereto agree as follows: ARTICLE I LEASE OF PREMISES 1.1 Premises; Title (a) Premises Owner hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Premises Owner. Premises Owner further grants to Tenant, for a term coterminous with the Term (as defined in Section 2.1), (i) a non-exclusive easement and right on, about, over and across the Facility (including, the raceways and risers of the Building and the electrical and utility rooms of the Building), to construct, use and maintain the System in the easement areas indicated on Exhibit B (“Transmission Easement”); together with (ii) a non-exclusive easement for access to the Premises, the Transmission Easement and the System across, over or through the Building, any common areas of the Property and any surrounding or adjacent area owned or leased by Premises Owner which is necessary or convenient to gain access to the Premises, the Transmission Easement and/or the System (“Access Easement”); and with (iii) the sole and exclusive easement and right to evaluate, develop, capture, use and convert all solar energy resources found on, about, over, across and at the Facility, including the sole and exclusive right to the free and 2 OHSUSA:764456800.10 unobstructed insolation and flow of solar energy resources on, about, over and across the System (“Solar Development Easement”); and with (iv) the right to use Premises Owner’s electric service for construction, installation, repairs and maintenance work, and Premises Owner’s water service for cleaning the System. Premises Owner further grants to Tenant, for a term coterminous with the Term, an exclusive use and right to install and operate the System at the locations designated in Exhibit B (which Exhibit, as amended from time to time, shall be incorporated herein by this reference). Premises Owner acknowledges that the Solar Development Easement, including, the free and unobstructed access to sunlight (“Insolation”), and the ability to connect the System to the grid for purposes of the sale of power produced by the System, are essential to the value to Tenant of the leasehold interests granted hereunder and are a material inducement to Tenant in entering into this Agreement. Accordingly, Premises Owner hereby agrees that the preceding grants of the Transmission Easement, the Access Easement and the Solar Development Easement (including, the right to Insolation and the free and unobstructed flow of solar energy resources on, about, over and across the System) are essential to Tenant’s use and enjoyment of the Premises and operation of the System. (b) Tenant’s rights under this Agreement and the Transmission Easement include the right for Tenant, in its discretion and without further act or consent of Premises Owner, to grant to any utility provider the right to construct, own, operate and maintain such utilities through, on, over and/or under the Transmission Easement and/or Premises as reasonably necessary for Tenant to interconnect the System to the grid, with such grant to be pursuant to any standard form of easement or other agreement used or proposed by the utility. Without limiting the foregoing, if requested by Tenant or such utility provider, Premises Owner shall (A) provide an easement coterminous with the Term (as the same may be extended) to allow the local utility provider to install such utility or utilities through, on, over and/or under the Transmission Easement and/or Premises as reasonably necessary for Tenant to interconnect the System, and (B) execute a utility interconnection agreement or other documents to permit Tenant to interconnect the System to the electrical system of the Facility and transmit power to the utility or utilities either directly or through the electrical system of the Facility, and sell power to the utility or other purchasers or Premises Owners; provided, however, that (i) Premises Owner’s failure to execute any such agreement shall not invalidate or void any rights granted by Tenant to such utility provider pursuant to the preceding sentence, and (ii) in furtherance of the foregoing obligations of Premises Owner, Premises Owner hereby appoints Tenant as Premises Owner’s true and lawful attorney-in-fact, in its name or in Tenant’s name, with full power and authority to enter into any such agreement for and on behalf of Premises Owner and to bind Premises Owner to the terms of any such agreement, which power of attorney is coupled with an interest and shall be irrevocable. Premises Owner confirms that it has the ability to allow Tenant to install and operate the System in such manner and locations. (c) With respect to any PPA (as defined below), Premises Owner acknowledges and agrees that, notwithstanding anything to the contrary herein, a termination of the PPA (whether pursuant to the terms thereof or otherwise) shall not affect the rights of Tenant under this Agreement or otherwise result in a termination of 3 OHSUSA:764456800.10 this Agreement and, (x) Tenant shall nonetheless have the right to maintain the System at the Facility, (y) Tenant shall have the right to sell the power produced by the System, or any portion of such power, directly to the grid, and (z) any PPA Sections that are referenced and incorporated herein shall survive the termination of the PPA. As used in this Agreement, the term “PPA” shall refer to one or more electricity sales contract(s) for the sale of energy, renewable energy credits or other products from the System entered into by Premises Owner and Tenant. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the PPA. Except as otherwise expressly set forth herein, any reference to “PPA Section” shall mean and refer to the cited section contained in Exhibit 3 to the PPA. 1.2 Quiet Enjoyment. Premises Owner warrants that Tenant shall peaceably hold and enjoy the Premises, the Transmission Easement, the Access Easement, the Solar Development Easement and any and all other rights granted by this Agreement for the entire Term without hindrance, interruption, suit, trouble or interference of any kind by Premises Owner or any other person or entity claiming (whether at law or in equity) by, through or under Premises Owner. Premises Owner shall protect and defend the right, title and interest of Tenant hereunder from any other rights, interests, title and claims. Without limiting the generality of the foregoing, Tenant shall have quiet and peaceful possession of the Premises and easements granted herein and the exclusive right of occupancy of the Premises, and shall be permitted to access the Premises and the Transmission Easement twenty-four (24) hours a day, seven (7) days a week throughout the Term of this Agreement. 1.3 Covenants Running with the Land. The burdens of the Transmission Easement, the Access Easement, and the Solar Development Easement shall run with and against the Property during the Term and any extension of the Term, and shall be binding upon Premises Owner and its successors, permitted assigns, employees, and agents. The Transmission Easement, the Access Easement, and the Solar Development Easement shall inure to the benefit of Tenant and its successors, permitted assigns, employees, and agents. Premises Owner hereby consents to the recording of such easements and appoints Tenant as Premises Owner’s true and lawful attorney-in-fact, in its name or in Tenant’s name, with full power and authority to take all such steps as may be necessary to effectuate such recording (at Tenant’s own expense) for and on behalf of Premises Owner and to bind Premises Owner to the terms of any such recording, which power of attorney is coupled with an interest and shall be irrevocable. ARTICLE II TERM AND RENT 2.1 Term. The initial term of this Agreement (the “Initial Term”) shall begin on the Effective Date and shall expire on the last day of the month which is three hundred (300) full months from the Commercial Operation Date (as defined in the PPA). Tenant shall have the option to extend the term of this Agreement for two (2) additional term of five years (collectively with the Initial Term, the “Term”); provided, however, that the Term of this Agreement shall be automatically extended if the term of the PPA is extended. If Tenant wishes to extend this Agreement beyond the expiration of the Initial Term, Tenant shall provide Premises Owner with Notice (as defined in Section 5.4) on 4 OHSUSA:764456800.10 or before the expiration of the Initial Term, provided, that no such Notice shall be required in connection with the extension of the PPA and corresponding extension of the Term of this Agreement. Notwithstanding the foregoing, Tenant, at its sole and absolute discretion, shall have the right to terminate this Agreement at any time and for any reason during the Term. Following any such termination, except for rights and obligations that expressly survive termination as set forth herein, neither party shall have any further liability under this Agreement. 2.2 Rent. Commencing on the date that is five (5) business days after Tenant gives Premises Owner written notice that the System has been successfully commissioned and tested, as demonstrated to Premises Owner and continuing thereafter throughout the Term, Tenant agrees to pay the Rent in the amounts designated below to Premises Owner in arrears on a quarterly basis. The first payment shall be due and payable in arrears on the first day of the calendar quarter following the calendar quarter in which the Commercial Operation Date occurs for the portion of the calendar quarter from the Commercial Operation Date to the end of such calendar quarter, and each subsequent payment of Rent shall be made on the first day of each calendar quarter of the Term thereafter with respect to the previous calendar quarter. If the Commercial Operation Date occurs on a day other than the first day of a Calendar Quarter or the Term expiration occurs on a day other than the last day of a calendar quarter, then Rent payable with respect to such calendar quarter shall be prorated in proportion to the number of days elapsed or remaining in such calendar quarter, as applicable. As used herein, the term “Rent” shall mean, an annual amount equal to $1. Notwithstanding the foregoing, Premises Owner acknowledges and agrees that so long as the PPA remains in full force and effect, Tenant shall have the right for accounting convenience to apply the amount of the then due and owing Rent payable pursuant to this Agreement as a credit off-set against the monthly payment amounts payable by Premises Owner pursuant to the PPA as provided therein. ARTICLE III OPERATIONAL PROVISIONS 3.1 Incorporation of Select PPA Terms. Except as otherwise expressly provided in this Agreement, the terms, provisions, and conditions contained in the PPA that are expressly incorporated in this Agreement are made a part hereof as if herein set forth at length, Premises Owner being substituted for “Purchaser” under the PPA, Tenant being substituted for “Seller” under the PPA, and this Agreement being substituted for “Agreement” under the PPA. Notwithstanding the foregoing, unless expressly incorporated herein the terms and provisions of the PPA are not made a part hereof and following the termination of the PPA, Tenant shall not be bound by or obligated to perform any of the obligations of Seller under and pursuant to the provisions of the PPA. 3.2 Ownership of System; Environmental Attributes and Environmental Incentives. Premises Owner acknowledges the terms of PPA Sections 5 (Environmental Attributes), 8(d) (No Alteration of Facility), 18(a) (Ownership of System) and 26(f) (Non-Dedication of Facilities) and agrees that (x) the System is and (except where Premises Owner has exercised the purchase option set forth in 5 OHSUSA:764456800.10 PPA Section 18(b)) at all times shall be owned by Tenant, (y) Tenant shall be the owner of the Environmental Attributes and Environmental Incentives, and (z) Tenant shall be entitled to the benefit of all Tax Attributes (as such terms are defined in the PPA) during the Term of this Agreement, in each case, irrespective of the expiration or earlier termination of the PPA. Notwithstanding the foregoing, Premises Owner shall have the obligation to pay any and all Taxes assessed on the generation, sale, delivery or consumption of electric energy produced by the System or the interconnection of the System to the electric distribution system of the Utility (as defined below) that are in effect as of the Effective Date, including property Taxes on the System. Premises Owner shall be responsible for and pay (i) all Taxes which are assessed, levied, charged or imposed by any public authority against or relating to (A) the Facility and all improvements thereon, and/or (B) the lease and other rights of use granted to Tenant pursuant to this Agreement, and (ii) all Taxes and changes in Taxes that come into effect after the Effective Date. 3.3 Maintenance and Alteration of Facility. At all times during the Term of this Agreement, Premises Owner agrees to the following, which shall apply irrespective of the expiration or earlier termination of the PPA: (a) Cooperation. Premises Owner shall (i) provide Tenant and its subcontractors, consultants, agents and representatives with reasonable access to the Facility for the purpose of designing the System, including conducting related inspections and studies, and accessing relevant documents, materials and records of Premises Owner in conjunction with such activities, (ii) cooperate with Tenant’s reasonable requests for information and access to the Facility for purposes of designing and installing the System and (iii) cooperate with all of Tenant’s requests to assist Tenant in obtaining any necessary agreements, permits and approvals, including (x) any zoning, land use, environmental, building and other permits required to construct, install, operate and maintain the System and (y) any agreements and approvals from the Utility necessary in order to interconnect the System to the Facility electrical system and/or the Utility’s electric distribution system. (b) Maintenance of Facility. Premises Owner shall, at all times at Premises Owner’s sole cost and expense, maintain the Facility in a manner sufficient to structurally support the System (including the roof and all raceways and risers of the Facility) and the sale of the System’s electrical output. (c) Security. Premises Owner shall be responsible for using commercially reasonable efforts to maintain the physical security of the Facility and the System against known risks and risks that should have been known by Premises Owner. Premises Owner shall not conduct activities on, in or about the Facility that have a reasonable likelihood of causing damage, impairment or otherwise adversely affecting the System. 3.4 Insurance and Liability; Indemnification. (a) Insurance Coverage. At all times during the Term, the Parties shall maintain the following insurance: 6 OHSUSA:764456800.10 (i) Tenant’s Insurance. Tenant shall maintain the insurance required under Section 17.b of the PPA. (ii) Premises Owner’s Insurance. Premises Owner shall maintain (A) commercial general liability insurance for the Facility with coverage of at least $1,000,000 per occurrence and $2,000,000 annual aggregate, (B) property insurance on the Facility covering “All Risks” perils in an amount equal to the full replacement cost of the Facility; [(C) business interruption insurance covering Premises Owner’s operations at the Facility;] (D) where applicable, employer’s liability insurance with coverage of at least $1,000,000 and (E) where applicable, workers’ compensation insurance as required by law. (iii) Policy Provisions. All Premises Owner’s insurance policies provided hereunder shall (i) contain a provision whereby Premises Owner shall provide Tenant (A) not less than ten (10) days written notice before the insurance is cancelled, or terminated as a result of non-payment of premiums, or (B) not less than thirty (30) days written notice before the insurance is otherwise cancelled or terminated, (ii) be written on an occurrence basis, and (iii) be maintained with companies rated no less than A-VII as to Policy Holder’s Rating in the current edition of A.M. Best’s Insurance Guide or otherwise reasonably acceptable to the other Party. Premises Owner shall name the Tenant as additional insured as respects commercial general liability and employers liability. (iv) Certificates. Upon the Tenant’s request Premises Owner shall deliver to the Tenant certificates of insurance evidencing the above required coverage. A Party’s receipt, review or acceptance of such certificate shall in no way limit or relieve the other Party of the duties and responsibilities to maintain insurance as set forth in this Agreement. (v) Deductibles. Unless and to the extent that a claim is covered by an indemnity set forth in this Agreement, each Party shall be responsible for the payment of its own deductibles. (b) Indemnity. Irrespective of the expiration or earlier termination of the PPA, at all times during the Term of this Agreement, the Parties will indemnify each other in the same manner and to the same extent as provided in PPA Section 19, subject to the limitations set forth in PPA Section 20. In addition, each party represents and warrants to the other that it has dealt with no broker, agent or other person in connection with this Agreement and that no broker, agent or other person brought about this Agreement, and each party agrees to indemnify and hold the other harmless from and against any claims by any other broker, agent or other person claiming a commission or other form of compensation by virtue of having dealt with the indemnifying party with regard to this Agreement. 3.5 Assignment and Financing. (a) Assignment. This Agreement may not be assigned in whole or in part by either Party without the prior written consent of the other Party. Notwithstanding the foregoing, Tenant may, without the prior written consent of Premises Owner, (i) assign, mortgage, pledge or otherwise collaterally assign its interests in this Agreement 7 OHSUSA:764456800.10 and the System to any Financing Party, (ii) directly or indirectly assign this Agreement and the System to an affiliate or subsidiary of Tenant, (iii) assign this Agreement and the System to any entity through which Tenant is obtaining financing or capital for the System (iv) assign this Agreement and the System to any person succeeding to all or substantially all of the assets of Tenant (provided that Tenant shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Tenant’s obligations hereunder by the assignee) and (v) assign this Agreement and the System to any assignee that (x) has experience in operating and maintaining photovoltaic solar systems comparable to the System and providing services comparable to those contemplated by this Agreement, or will contract with parties who have such experience and (y) has the financial capability to maintain the System and provide the services contemplated by this Agreement in the manner required by this Agreement. In the event of any such assignment, Tenant shall be released from all its liabilities and other obligations under this Agreement. However, any assignment of Tenant’s rights and/or obligations under this Agreement shall not result in any change to Premises Owner’s rights and obligations under this Agreement. This Agreement shall be binding on and inure to the benefit of the successors and permitted assignees. (b) Financing. The Parties acknowledge that Tenant may obtain construction and long-term financing or other credit support from one or more Financing Parties. “Financing Parties” means a person or persons providing construction or permanent financing to Tenant in connection with construction, ownership, operation and maintenance of the System or, if applicable, any person to whom Tenant has transferred the ownership interest in the System. Both Parties agree in good faith to consider and to negotiate changes or additions to this Agreement that may be reasonably requested by the Financing Parties; provided, that such changes do not alter the fundamental economic terms of this Agreement. In connection with an assignment pursuant to Section 3.5(a), and within five (5) business days after receipt of a written request by Tenant, Premises Owner agrees to execute any consent, estoppel, or acknowledgement in form and substance reasonably acceptable to such Financing Parties. (c) Successor Servicing. The Parties further acknowledge that in connection with any construction or long term financing or other credit support provided to Tenant or its affiliates by Financing Parties, that such Financing Parties may require that Tenant or its affiliates appoint a third party to act as backup or successor provider of operation and maintenance services with respect to the System and/or administrative services with respect to this Agreement (the “Successor Provider”). Premises Owner agrees to accept performance from any Successor Provider so appointed so long as such Successor Provider performs in accordance with the terms of this Agreement. 3.6 Casualty. If the PPA has been terminated in accordance with its terms but this Agreement remains in force and effect and the Facility is damaged or destroyed by casualty of any kind or any other occurrence other than Tenant’s gross negligence or willful misconduct, such that the operation of the Facility and/or Premises Owner’s ability to accept the electric energy produced by the System are materially impaired or prevented, Premises Owner shall promptly repair and restore the Facility to its pre- 8 OHSUSA:764456800.10 existing condition; provided, however, that if more than fifty percent (50%) of the Facility is destroyed during the last five years of the Initial Term or during any extension of the Term, Premises Owner shall not be required to restore the Facility if Premises Owner purchases the System “AS-IS” for an amount equal to the Fair Market Value of the System minus the amount of insurance proceeds, if any, Tenant receives for damage to the System. This Agreement will terminate upon Premises Owner’s purchase of the System in accordance with the preceding sentence. 3.7 Removal. Upon the expiration or earlier termination of this Agreement (provided Premises Owner has not exercised the purchase option set forth in the PPA), Tenant shall remove, at Tenant’s sole cost and expense, all of its tangible property comprising the System from the Facility on a mutually convenient date, but in no event later than one hundred eighty (180) days after the expiration of the Term; provided, however, Premises Owner shall bear all costs and expenses of Tenant’s removal of the System if removal is necessary due to a Premises Owner Event of Default. Excluding ordinary wear and tear, the Facility shall be returned to its original condition including the removal of the System; provided, however, Tenant shall not be required to remove (i) any supports, canopies, anchors, penetrations, conduits or other similar ancillary equipment which were installed by Tenant if, in Tenant’s reasonable judgment, the removal of such supports, anchors, penetrations, conduits or other similar ancillary equipment would cause harm and damage to the Facility, and (ii) any underground foundations or underground or buried conduits and cabling installed by Tenant on or about the Facility. In no case shall Tenant’s removal of the System affect the integrity of the Facility’s roof, which shall be as leak proof as it was prior to removal of the System and shall be flashed and/or patched to existing roof specifications. Tenant shall leave the Facility in neat and clean order. If Tenant fails to remove or commence substantial efforts to remove the System by such agreed upon date, Premises Owner shall have the right, at its option, to remove the System to a public warehouse and restore the Facility to its original condition (other than ordinary wear and tear) at Tenant’s cost. Premises Owner shall provide sufficient space at no expense to Tenant for the temporary storage and staging of tools, materials, and equipment and for the parking of construction crew vehicles and temporary construction trailers and facilities reasonably necessary during System removal. Tenant shall have a continuing easement to enter the Facility for the purpose of removing the System for one hundred eighty (180) days after the expiration of the Term. ARTICLE IV DEFAULT 4.1 Tenant Event of Default. Each of the situations set forth below shall constitute a breach of this Agreement by Tenant (each a “Tenant Event of Default”), and shall entitle Premises Owner to exercise the remedies set forth in this Agreement: (i) failure by Tenant to pay any installment of the Rent or any other payment due hereunder, where such failure to pay continues for a period of ninety (90) days after Notice of such non-payment from Premises Owner; or (ii) failure by Tenant to comply with any of the material provisions of this Agreement and, unless otherwise expressly provided for hereunder, such failure to comply continues for more than forty-five (45) days from the date on which Premises Owner provides Notice of such breach to Tenant; 9 OHSUSA:764456800.10 provided that such forty-five (45) day period shall be extended by such longer period of time as may be reasonably necessary for Tenant to cure such breach if such breach cannot reasonably be cured within a forty-five (45) day period so long as Tenant is diligently pursuing such cure. Upon each occurrence of a Tenant Event of Default, and after expiration of all applicable Notice and cure periods, Premises Owner may at any time subsequent to such breach and at its discretion take such action as provided for in this Agreement or as may be available to Premises Owner at law or in equity. 4.2 Premises Owner Event of Default. Each of the situations set forth below shall constitute a breach of this Agreement by Premises Owner (each a “Premises Owner Event of Default”), and shall entitle Tenant to exercise the remedies set forth in this Agreement: (i) Premises Owner prevents Tenant from installing the System or Premises Owner otherwise performs or fails to perform in a way that prevents the delivery of electric energy from the System (whether to Premises Owner pursuant to the PPA or in connection with any permitted sale of such energy by Tenant to a Utility or a third party); (ii) Premises Owner loses its right to occupy the Facility; (iii) Premises Owner is a party to a bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or any general assignment for the benefit of creditors or other similar arrangement and this Agreement is rejected or otherwise terminated in any such action; or (iv) failure by Premises Owner to comply with any of the material provisions of this Agreement and, unless otherwise expressly provided for hereunder, such failure to comply continues for more than forty-five (45) days from the date on which Tenant provides Notice of such breach to Premises Owner; provided that such forty-five (45) day period shall be extended by such longer period of time as may be reasonably necessary for Premises Owner to cure such breach if such breach cannot reasonably be cured within a forty-five (45) day period so long as Premises Owner is diligently pursuing such cure. Upon the occurrence of a Premises Owner Event of Default, and after expiration of all applicable Notice and cure periods, Tenant may at any time subsequent to such breach and at its discretion (A) terminate this Agreement; (B) specifically enforce this Agreement and compel compliance by Premises Owner with its obligations under this Agreement; and/or (C) take such action and recover such damages as provided for at law or in equity. Without limiting the foregoing, (x) in the event of a breach or default by Premises Owner of any of Premises Owner’s duties or obligations hereunder (including, without limitation, the obligations set forth in Section 1.1(a), 1.2, 3.2, 3.3, 3.4 and 3.7 hereof), Tenant shall have the right but not the obligation to perform such duty or obligation on Premises Owner’s behalf, and/or (y) in the event of a breach pursuant to items (i), (ii) or (iii) above, Tenant may elect to have Premises Owner pay Tenant an amount equal to Premise Owner’s Termination Payment and thereupon terminate this Agreement. All costs incurred by Tenant in performing any duties or obligations of Premises Owner shall be repaid by Premises Owner to Tenant upon written demand, together with interest computed from the date such costs and expenses are incurred; provided, however, if Premises Owner exercises the right to reject this Agreement in any bankruptcy reorganization or other proceeding, then Tenant shall have the right to off-set the costs incurred by Tenant in performing any such duties or obligations of Premises Owner against the Rent payable under this Agreement. Remedies Cumulative. No remedy herein conferred upon or reserved to Premises Owner or Tenant shall exclude any other remedy herein or at law, but each 10 OHSUSA:764456800.10 such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. ARTICLE V MISCELLANEOUS 5.1 Representations of Premises Owner. The representations and obligations of Premises Owner (as Purchaser) set forth in PPA Sections 16(a) and 16(b) are incorporated herein by this reference and shall remain in full force and effect for the benefit of Tenant during the Term of this Agreement. Additionally, without limiting the generality of the foregoing, Premises Owner represents and warrants that, as of the Effective Date and the date that Tenant is prepared to, or engages one of its affiliates to, construct and install the System at the Facility, (A) Premises Owner has lawful and marketable title to the Facility and full right to enter into this Agreement; (B) the Facility is free from any mortgages and rights of third parties that could adversely affect Tenant’s rights under this Agreement to use and occupy the Facility as permitted herein; (C) there are no existing conditions, encumbrances, leases, agreements, or use restrictions that prevent the construction, installation or operation of the System on, upon or around the Facility; and (D) there are no ground leases, master leases, liens, security interests or other encumbrances on the Facility. Notwithstanding the foregoing, to the extent, if any, that any third party has any interest in the Facility or any other claim, lien, encumbrance or right of possession on or against the Facility, Premises Owner will obtain such consents, non-disturbance agreements, or other written documents as Tenant may reasonably request in order to evidence the consent of such third party to the transactions contemplated by this Agreement and the acknowledgement by such third party of the right, title and interest of Tenant in and to the System and the rights of Tenant granted pursuant to this Agreement. In addition to the foregoing, if there is an existing mortgage, deed of trust or similar security instrument encumbering all or any portion of the Facility, Premises Owner covenants and agrees to deliver to Tenant a recordable non-disturbance agreement in a form reasonably acceptable to Tenant evidencing the right, title and interest of Tenant in and to the System and the rights of Tenant granted pursuant to this Agreement. 5.2 General Rules of Construction; Binding Effect. The rules of construction set forth in PPA Section 1 are incorporated by this reference. The headings in this Agreement are solely for convenience and ease of reference and shall have no effect in interpreting the meaning of any provision of this Agreement. This Agreement and its rights, privileges, duties and obligations shall inure to the benefit of and be binding upon each of the Parties hereto, together with their respective successors and permitted assigns. 5.3 Memorandum of Lease; Fixture Filing. Premises Owner hereby agrees to execute within ten (10) days after receipt of Tenant’s request and authorizes Tenant to record a memorandum of this Agreement (substantially in the form attached as Exhibit C hereto) in the land registry or title records of the county where the Facility is located or other applicable government office. Tenant (or any Tenant’s Lender) shall be entitled to, and is hereby authorized to, file one or more precautionary UCC financing statements or fixture filings in such jurisdictions as it deems appropriate with respect to the System in order to provide Notice of its ownership of the System. 11 OHSUSA:764456800.10 5.4 Notices. All notices (each a “Notice”) under this Agreement shall be in writing and shall be delivered as provided in PPA Section 26(c). 5.5 Choice of Law; Waiver of Jury Trial. This Agreement shall be construed in accordance with the laws of the State in which the Facility is located (without regard to its conflict of laws principles). TO THE EXTENT PERMITTED BY LAW, TENANT AND PREMISES OWNER WAIVE ANY RIGHT TO TRIAL BY JURY OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN PREMISES OWNER AND TENANT ARISING OUT OF THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. In the event of any dispute by the parties, the dispute shall then be settled by final, binding arbitration pursuant to the California Arbitration Act, C.C.P. §§ 1280 et seq. (“CAA”). The parties shall mutual select one local arbitrator. In the even the parties are not able to agree on an arbitrator, an arbitrator will be pointed as provided in the CAA. 5.6 Premises Owner Bankruptcy. Each of the Parties agrees and acknowledges that this Agreement is a lease of real property and, to the maximum extent permissible by applicable laws, this Agreement shall continue in full force and effect, and the respective duties and obligations of Tenant and Premises Owner shall not be released, discharged or otherwise affected, by reason of any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other proceeding relating to Premises Owner, or any action taken with respect to either the PPA or this Agreement by a court, trustee or receiver in any such proceeding. Each of the Parties further agrees and acknowledges that each of the PPA and this Agreement is a separate and distinct agreement that is independent of the other agreement, and that the transactions contemplated by the PPA and the transactions contemplated by this Agreement are separate and distinct transactions and are not part of a single integrated transaction. The Parties agree that should this Agreement or the provisions of this Agreement ever be part of an agreement that is rejected in a bankruptcy case of the Premises Owner, the Tenant shall be entitled to all of the protections of Section 365(h) of the United States Bankruptcy Code, including, the right to continue to occupy the Premises, the Transmission Easement, the Access Easement and the Solar Development Easement. 5.7 Severability. If one or more provisions of this Agreement are found by a court of competent jurisdiction over the Parties hereto to be illegal, invalid or unenforceable, in whole or in part, the remaining terms and provisions of this Agreement shall remain in full force and effect disregarding such illegal, invalid or unenforceable portion and such court shall be empowered to modify such illegal, invalid or unenforceable provision to the extent necessary to make this Agreement enforceable in accordance with the intent or purposes of the Parties expressed in this Agreement to the fullest extent practicable and as permitted by applicable law. 5.8 Entire Agreement; Counterparts. This Agreement (including the terms and provisions of the PPA expressly incorporated herein by reference) represents the full and complete agreement between the Parties hereto with respect to the subject matter contained herein and supersedes all prior written or oral agreements between 12 OHSUSA:764456800.10 said Parties with respect to said subject matter. This Agreement may be executed in counterparts, which shall together constitute one and the same agreement. Facsimile or other electronically transferred signatures shall have the same effect as original signatures and each Party’s consent to the admission in evidence of a facsimile or photocopy of this Agreement in any court or arbitration proceedings between the Parties. [Remainder of Page Intentionally Left Blank; Signature Page Follows] Exhibit A OHSUSA:764456800.10 Exhibit A Legal Description of Property Exhibit B OHSUSA:764456800.10 Exhibit B Facility and System Layout Exhibit C OHSUSA:764456800.10 Exhibit C Form of Memorandum of Lease PREPARED BY, RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: c/o Distributed Solar Development, LLC 41 Farnsworth St. Boston, MA 02210 Attention: Jennifer Gerrard (Space Above for Recorder’s Use only) MEMORANDUM OF SOLAR POWER LEASE THIS MEMORANDUM OF SOLAR POWER LEASE (this “Memorandum”) is made and entered into as of October __, 2019, by and between City of Fresno, a California municipality ("Lessor"), and El Dorado Street Solar Project 2019, a Delaware limited liability company ("Lessee"). Lessor and Lessee are referred to collectively herein as the “Parties”. WITNESSETH: A. Lessor is the fee owner of certain real property located at 1300 El Dorado Street, Fresno, CA as more particularly described in Exhibit A attached hereto. B. Pursuant to that certain Solar Energy System Lease Agreement dated October 24, 2019 (“Lease”), Lessor granted to Lessee an exclusive lease and easement for the installation, construction, maintenance, operation, inspection, repair and replacement of certain photovoltaic systems and related cables, electrical lines, ducts, transformers and other equipment, on, under and over a portion of the real property more particularly described in Exhibit B attached hereto and incorporated herein by reference, together with the right of ingress and egress to and from the Premises as described in the Lease. NOW, THEREFORE, in consideration of the payments and covenants to be paid and performed by Lessee under the terms of the Lease, the receipt and sufficiency of which are hereby acknowledged, the Parties do hereby covenant and agree as follows: 1. The Initial Term of the Lease commenced on the effective date set forth therein, and will continue in full force and effect for a period of three hundred (300) months from the Commercial Operation Date with two (2) additional renewal options for five (5) years each, unless earlier terminated as provided in the Lease. Exhibit C OHSUSA:764456800.10 2. The Parties desire to execute this Memorandum, which is to be recorded in order that third parties may have notice of the interests of Lessee in the Premises and of the existence of the Lease and of certain easement rights granted to Lessee in the Premises as part of the Lease. 3. All of the terms, conditions, provisions, and covenants of the Lease are hereby incorporated into this Memorandum by reference as though fully set forth herein, and the Lease and this Memorandum shall be deemed to constitute a single instrument or document. 4. Should there be any inconsistency between the terms of this Memorandum and the Lease the terms of the Lease shall prevail. 5. The Lease contains the entire agreement of the Parties with respect to the subject matter thereof, and any prior or contemporaneous agreements, discussions or understandings, written or oral (including, without limitation, any options for easements or easements previously entered into by the Parties with respect to the Premises), are superseded by the Lease and shall be and hereby are revoked and terminated. 6. All capitalized terms used herein but not otherwise defined shall have the meaning given to them in the Lease. [Signature page follows] Exhibit C OHSUSA:764456800.10 IN WITNESS WHEREOF, Lessor and Lessee have executed this Memorandum as of the day and year first above written. Lessor: City of Fresno, a California municipality By: Name: Title: Exhibit C OHSUSA:764456800.10 Exhibit C OHSUSA:764456800.10 Lessee: [ ] a Delaware limited liability company By: _________________________ Name: Erik Schiemann Title: President State of New York ) ss.) County of Schenectady ) On __________________________ before me, _______________________, a Notary Public, personally appeared Erik Schiemann, personally known to me OR proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal: ____________________________________ My Commission Expires: Exhibit C OHSUSA:764456800.10 Exhibit A DESCRIPTION OF PROPERTY Exhibit C OHSUSA:764456800.10 Exhibit B PREMISES 1 OHSUSA:764456800.10 SOLAR ENERGY SYSTEM LEASE AGREEMENT This SOLAR ENERGY SYSTEM LEASE AGREEMENT (the “Agreement”) is made and entered into as of October 24, 2019 (the “Effective Date”), by and between Fresno Street Solar Project 2019, LLC (“Tenant”), a Delaware corporation and the City of Fresno (“Premises Owner”). Tenant and Premises Owner are sometimes hereinafter individually referred to as a “Party” and collectively as the “Parties”. RECITALS A. Premises Owner is the fee owner of that certain building with the street address of 2600 Fresno Street, Fresno, CA 93721 (“Building”) together with the real property described on Exhibit A attached hereto upon which the Building is located (“Property” and together with the Building, the “Facility”). B. Tenant is in the business of installing and operating solar power facilities and selling electric energy generated from such facilities. C. Tenant is seeking to sell energy, renewable energy credits or other products from the System (as defined below). D. Premises Owner wishes to lease to Tenant and Tenant wishes to lease from Premises Owner the portions of the Facility more particularly described as the Premises on Exhibit B attached hereto (“Premises”), for the purpose of installing and operating the solar panel system more particularly described as the System on Exhibit B attached hereto (“System”), and Premises Owner wishes to grant Tenant a Transmission Easement (as defined in Section 1.1(a)), for the purpose of installing and operating the System, all on the terms and conditions set forth below (collectively, the “Transaction”). NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, the Parties hereto agree as follows: ARTICLE I LEASE OF PREMISES 1.1 Premises; Title (a) Premises Owner hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Premises Owner. Premises Owner further grants to Tenant, for a term coterminous with the Term (as defined in Section 2.1), (i) a non-exclusive easement and right on, about, over and across the Facility (including, the raceways and risers of the Building and the electrical and utility rooms of the Building), to construct, use and maintain the System in the easement areas indicated on Exhibit B (“Transmission Easement”); together with (ii) a non-exclusive easement for access to the Premises, the Transmission Easement and the System across, over or through the Building, any common areas of the Property and any surrounding or adjacent area owned or leased by Premises Owner which is necessary or convenient to gain access to the Premises, the Transmission Easement and/or the System (“Access Easement”); and with (iii) the sole and exclusive easement and right to evaluate, develop, capture, use and convert all solar energy resources found on, about, over, across and at the Facility, including the sole and exclusive right to the free and 2 OHSUSA:764456800.10 unobstructed insolation and flow of solar energy resources on, about, over and across the System (“Solar Development Easement”); and with (iv) the right to use Premises Owner’s electric service for construction, installation, repairs and maintenance work, and Premises Owner’s water service for cleaning the System. Premises Owner further grants to Tenant, for a term coterminous with the Term, an exclusive use and right to install and operate the System at the locations designated in Exhibit B (which Exhibit, as amended from time to time, shall be incorporated herein by this reference). Premises Owner acknowledges that the Solar Development Easement, including, the free and unobstructed access to sunlight (“Insolation”), and the ability to connect the System to the grid for purposes of the sale of power produced by the System, are essential to the value to Tenant of the leasehold interests granted hereunder and are a material inducement to Tenant in entering into this Agreement. Accordingly, Premises Owner hereby agrees that the preceding grants of the Transmission Easement, the Access Easement and the Solar Development Easement (including, the right to Insolation and the free and unobstructed flow of solar energy resources on, about, over and across the System) are essential to Tenant’s use and enjoyment of the Premises and operation of the System. (b) Tenant’s rights under this Agreement and the Transmission Easement include the right for Tenant, in its discretion and without further act or consent of Premises Owner, to grant to any utility provider the right to construct, own, operate and maintain such utilities through, on, over and/or under the Transmission Easement and/or Premises as reasonably necessary for Tenant to interconnect the System to the grid, with such grant to be pursuant to any standard form of easement or other agreement used or proposed by the utility. Without limiting the foregoing, if requested by Tenant or such utility provider, Premises Owner shall (A) provide an easement coterminous with the Term (as the same may be extended) to allow the local utility provider to install such utility or utilities through, on, over and/or under the Transmission Easement and/or Premises as reasonably necessary for Tenant to interconnect the System, and (B) execute a utility interconnection agreement or other documents to permit Tenant to interconnect the System to the electrical system of the Facility and transmit power to the utility or utilities either directly or through the electrical system of the Facility, and sell power to the utility or other purchasers or Premises Owners; provided, however, that (i) Premises Owner’s failure to execute any such agreement shall not invalidate or void any rights granted by Tenant to such utility provider pursuant to the preceding sentence, and (ii) in furtherance of the foregoing obligations of Premises Owner, Premises Owner hereby appoints Tenant as Premises Owner’s true and lawful attorney-in-fact, in its name or in Tenant’s name, with full power and authority to enter into any such agreement for and on behalf of Premises Owner and to bind Premises Owner to the terms of any such agreement, which power of attorney is coupled with an interest and shall be irrevocable. Premises Owner confirms that it has the ability to allow Tenant to install and operate the System in such manner and locations. (c) With respect to any PPA (as defined below), Premises Owner acknowledges and agrees that, notwithstanding anything to the contrary herein, a termination of the PPA (whether pursuant to the terms thereof or otherwise) shall not affect the rights of Tenant under this Agreement or otherwise result in a termination of 3 OHSUSA:764456800.10 this Agreement and, (x) Tenant shall nonetheless have the right to maintain the System at the Facility, (y) Tenant shall have the right to sell the power produced by the System, or any portion of such power, directly to the grid, and (z) any PPA Sections that are referenced and incorporated herein shall survive the termination of the PPA. As used in this Agreement, the term “PPA” shall refer to one or more electricity sales contract(s) for the sale of energy, renewable energy credits or other products from the System entered into by Premises Owner and Tenant. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the PPA. Except as otherwise expressly set forth herein, any reference to “PPA Section” shall mean and refer to the cited section contained in Exhibit 3 to the PPA. 1.2 Quiet Enjoyment. Premises Owner warrants that Tenant shall peaceably hold and enjoy the Premises, the Transmission Easement, the Access Easement, the Solar Development Easement and any and all other rights granted by this Agreement for the entire Term without hindrance, interruption, suit, trouble or interference of any kind by Premises Owner or any other person or entity claiming (whether at law or in equity) by, through or under Premises Owner. Premises Owner shall protect and defend the right, title and interest of Tenant hereunder from any other rights, interests, title and claims. Without limiting the generality of the foregoing, Tenant shall have quiet and peaceful possession of the Premises and easements granted herein and the exclusive right of occupancy of the Premises, and shall be permitted to access the Premises and the Transmission Easement twenty-four (24) hours a day, seven (7) days a week throughout the Term of this Agreement. 1.3 Covenants Running with the Land. The burdens of the Transmission Easement, the Access Easement, and the Solar Development Easement shall run with and against the Property during the Term and any extension of the Term, and shall be binding upon Premises Owner and its successors, permitted assigns, employees, and agents. The Transmission Easement, the Access Easement, and the Solar Development Easement shall inure to the benefit of Tenant and its successors, permitted assigns, employees, and agents. Premises Owner hereby consents to the recording of such easements and appoints Tenant as Premises Owner’s true and lawful attorney-in-fact, in its name or in Tenant’s name, with full power and authority to take all such steps as may be necessary to effectuate such recording (at Tenant’s own expense) for and on behalf of Premises Owner and to bind Premises Owner to the terms of any such recording, which power of attorney is coupled with an interest and shall be irrevocable. ARTICLE II TERM AND RENT 2.1 Term. The initial term of this Agreement (the “Initial Term”) shall begin on the Effective Date and shall expire on the last day of the month which is three hundred (300) full months from the Commercial Operation Date (as defined in the PPA). Tenant shall have the option to extend the term of this Agreement for two (2) additional term of five years (collectively with the Initial Term, the “Term”); provided, however, that the Term of this Agreement shall be automatically extended if the term of the PPA is extended. If Tenant wishes to extend this Agreement beyond the expiration of the Initial Term, Tenant shall provide Premises Owner with Notice (as defined in Section 5.4) on 4 OHSUSA:764456800.10 or before the expiration of the Initial Term, provided, that no such Notice shall be required in connection with the extension of the PPA and corresponding extension of the Term of this Agreement. Notwithstanding the foregoing, Tenant, at its sole and absolute discretion, shall have the right to terminate this Agreement at any time and for any reason during the Term. Following any such termination, except for rights and obligations that expressly survive termination as set forth herein, neither party shall have any further liability under this Agreement. 2.2 Rent. Commencing on the date that is five (5) business days after Tenant gives Premises Owner written notice that the System has been successfully commissioned and tested, as demonstrated to Premises Owner and continuing thereafter throughout the Term, Tenant agrees to pay the Rent in the amounts designated below to Premises Owner in arrears on a quarterly basis. The first payment shall be due and payable in arrears on the first day of the calendar quarter following the calendar quarter in which the Commercial Operation Date occurs for the portion of the calendar quarter from the Commercial Operation Date to the end of such calendar quarter, and each subsequent payment of Rent shall be made on the first day of each calendar quarter of the Term thereafter with respect to the previous calendar quarter. If the Commercial Operation Date occurs on a day other than the first day of a Calendar Quarter or the Term expiration occurs on a day other than the last day of a calendar quarter, then Rent payable with respect to such calendar quarter shall be prorated in proportion to the number of days elapsed or remaining in such calendar quarter, as applicable. As used herein, the term “Rent” shall mean, an annual amount equal to $1. Notwithstanding the foregoing, Premises Owner acknowledges and agrees that so long as the PPA remains in full force and effect, Tenant shall have the right for accounting convenience to apply the amount of the then due and owing Rent payable pursuant to this Agreement as a credit off-set against the monthly payment amounts payable by Premises Owner pursuant to the PPA as provided therein. ARTICLE III OPERATIONAL PROVISIONS 3.1 Incorporation of Select PPA Terms. Except as otherwise expressly provided in this Agreement, the terms, provisions, and conditions contained in the PPA that are expressly incorporated in this Agreement are made a part hereof as if herein set forth at length, Premises Owner being substituted for “Purchaser” under the PPA, Tenant being substituted for “Seller” under the PPA, and this Agreement being substituted for “Agreement” under the PPA. Notwithstanding the foregoing, unless expressly incorporated herein the terms and provisions of the PPA are not made a part hereof and following the termination of the PPA, Tenant shall not be bound by or obligated to perform any of the obligations of Seller under and pursuant to the provisions of the PPA. 3.2 Ownership of System; Environmental Attributes and Environmental Incentives. Premises Owner acknowledges the terms of PPA Sections 5 (Environmental Attributes), 8(d) (No Alteration of Facility), 18(a) (Ownership of System) and 26(f) (Non-Dedication of Facilities) and agrees that (x) the System is and (except where Premises Owner has exercised the purchase option set forth in 5 OHSUSA:764456800.10 PPA Section 18(b)) at all times shall be owned by Tenant, (y) Tenant shall be the owner of the Environmental Attributes and Environmental Incentives, and (z) Tenant shall be entitled to the benefit of all Tax Attributes (as such terms are defined in the PPA) during the Term of this Agreement, in each case, irrespective of the expiration or earlier termination of the PPA. Notwithstanding the foregoing, Premises Owner shall have the obligation to pay any and all Taxes assessed on the generation, sale, delivery or consumption of electric energy produced by the System or the interconnection of the System to the electric distribution system of the Utility (as defined below) that are in effect as of the Effective Date, including property Taxes on the System. Premises Owner shall be responsible for and pay (i) all Taxes which are assessed, levied, charged or imposed by any public authority against or relating to (A) the Facility and all improvements thereon, and/or (B) the lease and other rights of use granted to Tenant pursuant to this Agreement, and (ii) all Taxes and changes in Taxes that come into effect after the Effective Date. 3.3 Maintenance and Alteration of Facility. At all times during the Term of this Agreement, Premises Owner agrees to the following, which shall apply irrespective of the expiration or earlier termination of the PPA: (a) Cooperation. Premises Owner shall (i) provide Tenant and its subcontractors, consultants, agents and representatives with reasonable access to the Facility for the purpose of designing the System, including conducting related inspections and studies, and accessing relevant documents, materials and records of Premises Owner in conjunction with such activities, (ii) cooperate with Tenant’s reasonable requests for information and access to the Facility for purposes of designing and installing the System and (iii) cooperate with all of Tenant’s requests to assist Tenant in obtaining any necessary agreements, permits and approvals, including (x) any zoning, land use, environmental, building and other permits required to construct, install, operate and maintain the System and (y) any agreements and approvals from the Utility necessary in order to interconnect the System to the Facility electrical system and/or the Utility’s electric distribution system. (b) Maintenance of Facility. Premises Owner shall, at all times at Premises Owner’s sole cost and expense, maintain the Facility in a manner sufficient to structurally support the System (including the roof and all raceways and risers of the Facility) and the sale of the System’s electrical output. (c) Security. Premises Owner shall be responsible for using commercially reasonable efforts to maintain the physical security of the Facility and the System against known risks and risks that should have been known by Premises Owner. Premises Owner shall not conduct activities on, in or about the Facility that have a reasonable likelihood of causing damage, impairment or otherwise adversely affecting the System. 3.4 Insurance and Liability; Indemnification. (a) Insurance Coverage. At all times during the Term, the Parties shall maintain the following insurance: 6 OHSUSA:764456800.10 (i) Tenant’s Insurance. Tenant shall maintain the insurance required under Section 17.b of the PPA. (ii) Premises Owner’s Insurance. Premises Owner shall maintain (A) commercial general liability insurance for the Facility with coverage of at least $1,000,000 per occurrence and $2,000,000 annual aggregate, (B) property insurance on the Facility covering “All Risks” perils in an amount equal to the full replacement cost of the Facility; [(C) business interruption insurance covering Premises Owner’s operations at the Facility;] (D) where applicable, employer’s liability insurance with coverage of at least $1,000,000 and (E) where applicable, workers’ compensation insurance as required by law. (iii) Policy Provisions. All Premises Owner’s insurance policies provided hereunder shall (i) contain a provision whereby Premises Owner shall provide Tenant (A) not less than ten (10) days written notice before the insurance is cancelled, or terminated as a result of non-payment of premiums, or (B) not less than thirty (30) days written notice before the insurance is otherwise cancelled or terminated, (ii) be written on an occurrence basis, and (iii) be maintained with companies rated no less than A-VII as to Policy Holder’s Rating in the current edition of A.M. Best’s Insurance Guide or otherwise reasonably acceptable to the other Party. Premises Owner shall name the Tenant as additional insured as respects commercial general liability and employers liability. (iv) Certificates. Upon the Tenant’s request Premises Owner shall deliver to the Tenant certificates of insurance evidencing the above required coverage. A Party’s receipt, review or acceptance of such certificate shall in no way limit or relieve the other Party of the duties and responsibilities to maintain insurance as set forth in this Agreement. (v) Deductibles. Unless and to the extent that a claim is covered by an indemnity set forth in this Agreement, each Party shall be responsible for the payment of its own deductibles. (b) Indemnity. Irrespective of the expiration or earlier termination of the PPA, at all times during the Term of this Agreement, the Parties will indemnify each other in the same manner and to the same extent as provided in PPA Section 19, subject to the limitations set forth in PPA Section 20. In addition, each party represents and warrants to the other that it has dealt with no broker, agent or other person in connection with this Agreement and that no broker, agent or other person brought about this Agreement, and each party agrees to indemnify and hold the other harmless from and against any claims by any other broker, agent or other person claiming a commission or other form of compensation by virtue of having dealt with the indemnifying party with regard to this Agreement. 3.5 Assignment and Financing. (a) Assignment. This Agreement may not be assigned in whole or in part by either Party without the prior written consent of the other Party. Notwithstanding the foregoing, Tenant may, without the prior written consent of Premises Owner, (i) assign, mortgage, pledge or otherwise collaterally assign its interests in this Agreement 7 OHSUSA:764456800.10 and the System to any Financing Party, (ii) directly or indirectly assign this Agreement and the System to an affiliate or subsidiary of Tenant, (iii) assign this Agreement and the System to any entity through which Tenant is obtaining financing or capital for the System (iv) assign this Agreement and the System to any person succeeding to all or substantially all of the assets of Tenant (provided that Tenant shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Tenant’s obligations hereunder by the assignee) and (v) assign this Agreement and the System to any assignee that (x) has experience in operating and maintaining photovoltaic solar systems comparable to the System and providing services comparable to those contemplated by this Agreement, or will contract with parties who have such experience and (y) has the financial capability to maintain the System and provide the services contemplated by this Agreement in the manner required by this Agreement. In the event of any such assignment, Tenant shall be released from all its liabilities and other obligations under this Agreement. However, any assignment of Tenant’s rights and/or obligations under this Agreement shall not result in any change to Premises Owner’s rights and obligations under this Agreement. This Agreement shall be binding on and inure to the benefit of the successors and permitted assignees. (b) Financing. The Parties acknowledge that Tenant may obtain construction and long-term financing or other credit support from one or more Financing Parties. “Financing Parties” means a person or persons providing construction or permanent financing to Tenant in connection with construction, ownership, operation and maintenance of the System or, if applicable, any person to whom Tenant has transferred the ownership interest in the System. Both Parties agree in good faith to consider and to negotiate changes or additions to this Agreement that may be reasonably requested by the Financing Parties; provided, that such changes do not alter the fundamental economic terms of this Agreement. In connection with an assignment pursuant to Section 3.5(a), and within five (5) business days after receipt of a written request by Tenant, Premises Owner agrees to execute any consent, estoppel, or acknowledgement in form and substance reasonably acceptable to such Financing Parties. (c) Successor Servicing. The Parties further acknowledge that in connection with any construction or long term financing or other credit support provided to Tenant or its affiliates by Financing Parties, that such Financing Parties may require that Tenant or its affiliates appoint a third party to act as backup or successor provider of operation and maintenance services with respect to the System and/or administrative services with respect to this Agreement (the “Successor Provider”). Premises Owner agrees to accept performance from any Successor Provider so appointed so long as such Successor Provider performs in accordance with the terms of this Agreement. 3.6 Casualty. If the PPA has been terminated in accordance with its terms but this Agreement remains in force and effect and the Facility is damaged or destroyed by casualty of any kind or any other occurrence other than Tenant’s gross negligence or willful misconduct, such that the operation of the Facility and/or Premises Owner’s ability to accept the electric energy produced by the System are materially impaired or prevented, Premises Owner shall promptly repair and restore the Facility to its pre- 8 OHSUSA:764456800.10 existing condition; provided, however, that if more than fifty percent (50%) of the Facility is destroyed during the last five years of the Initial Term or during any extension of the Term, Premises Owner shall not be required to restore the Facility if Premises Owner purchases the System “AS-IS” for an amount equal to the Fair Market Value of the System minus the amount of insurance proceeds, if any, Tenant receives for damage to the System. This Agreement will terminate upon Premises Owner’s purchase of the System in accordance with the preceding sentence. 3.7 Removal. Upon the expiration or earlier termination of this Agreement (provided Premises Owner has not exercised the purchase option set forth in the PPA), Tenant shall remove, at Tenant’s sole cost and expense, all of its tangible property comprising the System from the Facility on a mutually convenient date, but in no event later than one hundred eighty (180) days after the expiration of the Term; provided, however, Premises Owner shall bear all costs and expenses of Tenant’s removal of the System if removal is necessary due to a Premises Owner Event of Default. Excluding ordinary wear and tear, the Facility shall be returned to its original condition including the removal of the System; provided, however, Tenant shall not be required to remove (i) any supports, canopies, anchors, penetrations, conduits or other similar ancillary equipment which were installed by Tenant if, in Tenant’s reasonable judgment, the removal of such supports, anchors, penetrations, conduits or other similar ancillary equipment would cause harm and damage to the Facility, and (ii) any underground foundations or underground or buried conduits and cabling installed by Tenant on or about the Facility. In no case shall Tenant’s removal of the System affect the integrity of the Facility’s roof, which shall be as leak proof as it was prior to removal of the System and shall be flashed and/or patched to existing roof specifications. Tenant shall leave the Facility in neat and clean order. If Tenant fails to remove or commence substantial efforts to remove the System by such agreed upon date, Premises Owner shall have the right, at its option, to remove the System to a public warehouse and restore the Facility to its original condition (other than ordinary wear and tear) at Tenant’s cost. Premises Owner shall provide sufficient space at no expense to Tenant for the temporary storage and staging of tools, materials, and equipment and for the parking of construction crew vehicles and temporary construction trailers and facilities reasonably necessary during System removal. Tenant shall have a continuing easement to enter the Facility for the purpose of removing the System for one hundred eighty (180) days after the expiration of the Term. ARTICLE IV DEFAULT 4.1 Tenant Event of Default. Each of the situations set forth below shall constitute a breach of this Agreement by Tenant (each a “Tenant Event of Default”), and shall entitle Premises Owner to exercise the remedies set forth in this Agreement: (i) failure by Tenant to pay any installment of the Rent or any other payment due hereunder, where such failure to pay continues for a period of ninety (90) days after Notice of such non-payment from Premises Owner; or (ii) failure by Tenant to comply with any of the material provisions of this Agreement and, unless otherwise expressly provided for hereunder, such failure to comply continues for more than forty-five (45) days from the date on which Premises Owner provides Notice of such breach to Tenant; 9 OHSUSA:764456800.10 provided that such forty-five (45) day period shall be extended by such longer period of time as may be reasonably necessary for Tenant to cure such breach if such breach cannot reasonably be cured within a forty-five (45) day period so long as Tenant is diligently pursuing such cure. Upon each occurrence of a Tenant Event of Default, and after expiration of all applicable Notice and cure periods, Premises Owner may at any time subsequent to such breach and at its discretion take such action as provided for in this Agreement or as may be available to Premises Owner at law or in equity. 4.2 Premises Owner Event of Default. Each of the situations set forth below shall constitute a breach of this Agreement by Premises Owner (each a “Premises Owner Event of Default”), and shall entitle Tenant to exercise the remedies set forth in this Agreement: (i) Premises Owner prevents Tenant from installing the System or Premises Owner otherwise performs or fails to perform in a way that prevents the delivery of electric energy from the System (whether to Premises Owner pursuant to the PPA or in connection with any permitted sale of such energy by Tenant to a Utility or a third party); (ii) Premises Owner loses its right to occupy the Facility; (iii) Premises Owner is a party to a bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or any general assignment for the benefit of creditors or other similar arrangement and this Agreement is rejected or otherwise terminated in any such action; or (iv) failure by Premises Owner to comply with any of the material provisions of this Agreement and, unless otherwise expressly provided for hereunder, such failure to comply continues for more than forty-five (45) days from the date on which Tenant provides Notice of such breach to Premises Owner; provided that such forty-five (45) day period shall be extended by such longer period of time as may be reasonably necessary for Premises Owner to cure such breach if such breach cannot reasonably be cured within a forty-five (45) day period so long as Premises Owner is diligently pursuing such cure. Upon the occurrence of a Premises Owner Event of Default, and after expiration of all applicable Notice and cure periods, Tenant may at any time subsequent to such breach and at its discretion (A) terminate this Agreement; (B) specifically enforce this Agreement and compel compliance by Premises Owner with its obligations under this Agreement; and/or (C) take such action and recover such damages as provided for at law or in equity. Without limiting the foregoing, (x) in the event of a breach or default by Premises Owner of any of Premises Owner’s duties or obligations hereunder (including, without limitation, the obligations set forth in Section 1.1(a), 1.2, 3.2, 3.3, 3.4 and 3.7 hereof), Tenant shall have the right but not the obligation to perform such duty or obligation on Premises Owner’s behalf, and/or (y) in the event of a breach pursuant to items (i), (ii) or (iii) above, Tenant may elect to have Premises Owner pay Tenant an amount equal to Premise Owner’s Termination Payment and thereupon terminate this Agreement. All costs incurred by Tenant in performing any duties or obligations of Premises Owner shall be repaid by Premises Owner to Tenant upon written demand, together with interest computed from the date such costs and expenses are incurred; provided, however, if Premises Owner exercises the right to reject this Agreement in any bankruptcy reorganization or other proceeding, then Tenant shall have the right to off-set the costs incurred by Tenant in performing any such duties or obligations of Premises Owner against the Rent payable under this Agreement. Remedies Cumulative. No remedy herein conferred upon or reserved to Premises Owner or Tenant shall exclude any other remedy herein or at law, but each 10 OHSUSA:764456800.10 such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. ARTICLE V MISCELLANEOUS 5.1 Representations of Premises Owner. The representations and obligations of Premises Owner (as Purchaser) set forth in PPA Sections 16(a) and 16(b) are incorporated herein by this reference and shall remain in full force and effect for the benefit of Tenant during the Term of this Agreement. Additionally, without limiting the generality of the foregoing, Premises Owner represents and warrants that, as of the Effective Date and the date that Tenant is prepared to, or engages one of its affiliates to, construct and install the System at the Facility, (A) Premises Owner has lawful and marketable title to the Facility and full right to enter into this Agreement; (B) the Facility is free from any mortgages and rights of third parties that could adversely affect Tenant’s rights under this Agreement to use and occupy the Facility as permitted herein; (C) there are no existing conditions, encumbrances, leases, agreements, or use restrictions that prevent the construction, installation or operation of the System on, upon or around the Facility; and (D) there are no ground leases, master leases, liens, security interests or other encumbrances on the Facility. Notwithstanding the foregoing, to the extent, if any, that any third party has any interest in the Facility or any other claim, lien, encumbrance or right of possession on or against the Facility, Premises Owner will obtain such consents, non-disturbance agreements, or other written documents as Tenant may reasonably request in order to evidence the consent of such third party to the transactions contemplated by this Agreement and the acknowledgement by such third party of the right, title and interest of Tenant in and to the System and the rights of Tenant granted pursuant to this Agreement. In addition to the foregoing, if there is an existing mortgage, deed of trust or similar security instrument encumbering all or any portion of the Facility, Premises Owner covenants and agrees to deliver to Tenant a recordable non-disturbance agreement in a form reasonably acceptable to Tenant evidencing the right, title and interest of Tenant in and to the System and the rights of Tenant granted pursuant to this Agreement. 5.2 General Rules of Construction; Binding Effect. The rules of construction set forth in PPA Section 1 are incorporated by this reference. The headings in this Agreement are solely for convenience and ease of reference and shall have no effect in interpreting the meaning of any provision of this Agreement. This Agreement and its rights, privileges, duties and obligations shall inure to the benefit of and be binding upon each of the Parties hereto, together with their respective successors and permitted assigns. 5.3 Memorandum of Lease; Fixture Filing. Premises Owner hereby agrees to execute within ten (10) days after receipt of Tenant’s request and authorizes Tenant to record a memorandum of this Agreement (substantially in the form attached as Exhibit C hereto) in the land registry or title records of the county where the Facility is located or other applicable government office. Tenant (or any Tenant’s Lender) shall be entitled to, and is hereby authorized to, file one or more precautionary UCC financing statements or fixture filings in such jurisdictions as it deems appropriate with respect to the System in order to provide Notice of its ownership of the System. 11 OHSUSA:764456800.10 5.4 Notices. All notices (each a “Notice”) under this Agreement shall be in writing and shall be delivered as provided in PPA Section 26(c). 5.5 Choice of Law; Waiver of Jury Trial. This Agreement shall be construed in accordance with the laws of the State in which the Facility is located (without regard to its conflict of laws principles). TO THE EXTENT PERMITTED BY LAW, TENANT AND PREMISES OWNER WAIVE ANY RIGHT TO TRIAL BY JURY OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN PREMISES OWNER AND TENANT ARISING OUT OF THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. In the event of any dispute by the parties, the dispute shall then be settled by final, binding arbitration pursuant to the California Arbitration Act, C.C.P. §§ 1280 et seq. (“CAA”). The parties shall mutually select one local arbitrator. In the even the parties are not able to agree on an arbitrator, an arbitrator will be pointed as provided in the CAA. 5.6 Premises Owner Bankruptcy. Each of the Parties agrees and acknowledges that this Agreement is a lease of real property and, to the maximum extent permissible by applicable laws, this Agreement shall continue in full force and effect, and the respective duties and obligations of Tenant and Premises Owner shall not be released, discharged or otherwise affected, by reason of any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other proceeding relating to Premises Owner, or any action taken with respect to either the PPA or this Agreement by a court, trustee or receiver in any such proceeding. Each of the Parties further agrees and acknowledges that each of the PPA and this Agreement is a separate and distinct agreement that is independent of the other agreement, and that the transactions contemplated by the PPA and the transactions contemplated by this Agreement are separate and distinct transactions and are not part of a single integrated transaction. The Parties agree that should this Agreement or the provisions of this Agreement ever be part of an agreement that is rejected in a bankruptcy case of the Premises Owner, the Tenant shall be entitled to all of the protections of Section 365(h) of the United States Bankruptcy Code, including, the right to continue to occupy the Premises, the Transmission Easement, the Access Easement and the Solar Development Easement. 5.7 Severability. If one or more provisions of this Agreement are found by a court of competent jurisdiction over the Parties hereto to be illegal, invalid or unenforceable, in whole or in part, the remaining terms and provisions of this Agreement shall remain in full force and effect disregarding such illegal, invalid or unenforceable portion and such court shall be empowered to modify such illegal, invalid or unenforceable provision to the extent necessary to make this Agreement enforceable in accordance with the intent or purposes of the Parties expressed in this Agreement to the fullest extent practicable and as permitted by applicable law. 5.8 Entire Agreement; Counterparts. This Agreement (including the terms and provisions of the PPA expressly incorporated herein by reference) represents the full and complete agreement between the Parties hereto with respect to the subject matter contained herein and supersedes all prior written or oral agreements between 12 OHSUSA:764456800.10 said Parties with respect to said subject matter. This Agreement may be executed in counterparts, which shall together constitute one and the same agreement. Facsimile or other electronically transferred signatures shall have the same effect as original signatures and each Party’s consent to the admission in evidence of a facsimile or photocopy of this Agreement in any court or arbitration proceedings between the Parties. [Remainder of Page Intentionally Left Blank; Signature Page Follows] Exhibit A OHSUSA:764456800.10 Exhibit A Legal Description of Property Exhibit B OHSUSA:764456800.10 Exhibit B Facility and System Layout Exhibit C OHSUSA:764456800.10 Exhibit C Form of Memorandum of Lease PREPARED BY, RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: c/o Distributed Solar Development, LLC 41 Farnsworth St. Boston, MA 02210 Attention: Jennifer Gerrard (Space Above for Recorder’s Use only) MEMORANDUM OF SOLAR POWER LEASE THIS MEMORANDUM OF SOLAR POWER LEASE (this “Memorandum”) is made and entered into as of October __, 2019, by and between City of Fresno, a California municipality ("Lessor"), and Fresno Street Solar Project 2019, LLC, a Delaware limited liability company ("Lessee"). Lessor and Lessee are referred to collectively herein as the “Parties”. WITNESSETH: A. Lessor is the fee owner of certain real property located at 2600 Fresno Street, Fresno CA 93721 as more particularly described in Exhibit A attached hereto. B. Pursuant to that certain Solar Energy System Lease Agreement dated October 24, 2019 (“Lease”), Lessor granted to Lessee an exclusive lease and easement for the installation, construction, maintenance, operation, inspection, repair and replacement of certain photovoltaic systems and related cables, electrical lines, ducts, transformers and other equipment, on, under and over a portion of the real property more particularly described in Exhibit B attached hereto and incorporated herein by reference, together with the right of ingress and egress to and from the Premises as described in the Lease. NOW, THEREFORE, in consideration of the payments and covenants to be paid and performed by Lessee under the terms of the Lease, the receipt and sufficiency of which are hereby acknowledged, the Parties do hereby covenant and agree as follows: 1. The Initial Term of the Lease commenced on the effective date set forth therein, and will continue in full force and effect for a period of three hundred (300) months from the Commercial Operation Date with two (2) additional renewal options for five (5) years each, unless earlier terminated as provided in the Lease. Exhibit C OHSUSA:764456800.10 2. The Parties desire to execute this Memorandum, which is to be recorded in order that third parties may have notice of the interests of Lessee in the Premises and of the existence of the Lease and of certain easement rights granted to Lessee in the Premises as part of the Lease. 3. All of the terms, conditions, provisions, and covenants of the Lease are hereby incorporated into this Memorandum by reference as though fully set forth herein, and the Lease and this Memorandum shall be deemed to constitute a single instrument or document. 4. Should there be any inconsistency between the terms of this Memorandum and the Lease the terms of the Lease shall prevail. 5. The Lease contains the entire agreement of the Parties with respect to the subject matter thereof, and any prior or contemporaneous agreements, discussions or understandings, written or oral (including, without limitation, any options for easements or easements previously entered into by the Parties with respect to the Premises), are superseded by the Lease and shall be and hereby are revoked and terminated. 6. All capitalized terms used herein but not otherwise defined shall have the meaning given to them in the Lease. [Signature page follows] Exhibit C OHSUSA:764456800.10 IN WITNESS WHEREOF, Lessor and Lessee have executed this Memorandum as of the day and year first above written. Lessor: City of Fresno, a California municipality By: Name: Title: Exhibit C OHSUSA:764456800.10 Exhibit C OHSUSA:764456800.10 Lessee: [ ] a Delaware limited liability company By: _________________________ Name: Erik Schiemann Title: President State of New York ) ss.) County of Schenectady ) On __________________________ before me, _______________________ , a Notary Public, personally appeared Erik Schiemann, personally known to me OR proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal: ____________________________________ My Commission Expires: Exhibit C OHSUSA:764456800.10 Exhibit A DESCRIPTION OF PROPERTY Exhibit C OHSUSA:764456800.10 Exhibit B PREMISES City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11487 Agenda Date:11/7/2019 Agenda #:3-E REPORT TO THE CITY COUNCIL November 7, 2019 FROM:SCOTT L. MOZIER, P.E., Director Public Works Department BY:RANDALL MORRISON, P.E., Assistant Director Public Works Department, Engineering Division SUBJECT ***RESOLUTION -9th Amendment to the Annual Appropriation Resolution (AAR)No.2019-133 to appropriate $544,600 for new capital improvement projects in the Public Works Department (citywide) (Subject to Mayor’s veto) (Requires 5 affirmative votes) RECOMMENDATIONS Staff recommends that the City Council adopt the 9th Amendment to the Annual Appropriation Resolution No.2019-133 to appropriate $544,600 for new capital improvement projects in the Public Works Department. EXECUTIVE SUMMARY There are several new capital improvement projects staff is preparing to implement which are funded from State grants,Federal grants,and other local sources.The grant funded projects were awarded State funds through the Active Transportation Program (ATP)administered through the California Department of Transportation (Caltrans),and Federal funds through the Congestion Mitigation and Air Quality Improvement Program (CMAQ)and Surface Transportation Block Grant Program (STBG) administered by the Fresno Council of Governments (Fresno COG).Staff recommends Council adopt the amendment to the AAR in order to provide appropriations in the Public Works FY2020 Capital Budget to sufficiently cover anticipated expenditures for the cost of these new projects. BACKGROUND Staff is seeking Council approval on the attached AAR amendment which will appropriate funding for nine new capital projects.The projects are funded via a combination of State funding,Federal funding and other local funding with $544,600 of appropriations being requested for current FY2020 expenditures.The remaining project costs of $8,595,400 will be included in the proposed FY2021 capital improvement budget and generally include the construction phases of the projects. City of Fresno Printed on 3/15/2023Page 1 of 3 powered by Legistar™ File #:ID19-11487 Agenda Date:11/7/2019 Agenda #:3-E ·Street Projects -This category includes one project.The Chestnut AC Overlay from Kings Canyon to Butler includes asphalt concrete overlay,installation of curb ramps,signal loop detectors,signage,and striping.This project was previously authorized by the Council as part of Resolution 2017-288 for grant applications to Fresno Council of Governments (COG).Total appropriations requested for this category are $123,400. ·Sidewalk Projects -This category consists of two projects.The project located on Barton and Florence adjacent to Calwa Park includes the installation of sidewalks.This project was previously authorized by the Council as part of Resolution 2018-150 for grant applications to the California Transportation Commission.Tulare Complete Streets,Tulare from 6th to Cedar includes the installation of sidewalks and Class II Bike Lanes.This project was previously authorized by the Council as part of Resolution 2017-288 for grant applications to Fresno COG. Total appropriations requested for this category are $219,700. ·Traffic Signal Projects -This category consists of three projects to install new Traffic Signals. Funding for these projects is primarily through ATP grants.Locations include Butler and 8th Street,Orange and Lowe,Gettysburg and Polk,and Fresno and Browning.These projects were previously authorized by the Council as part of Resolution No.2018-150 for a grant application with the California Transportation Commission.Total appropriations requested for this category are $113,500. ·Bicycle and Trail Projects -This category includes two projects which are comprised of the installation of a High-intensity Activated crosswalk (HAWK)signal crossing at the McKenzie Trail and Peach Avenue as well as the installation of a Class IV Bikeway on First from Tulare to Ventura with a Class II connection to Hazelwood.These projects were previously authorized by the Council as part of Resolution 2018-150 for grant applications to the California Department of Transportation.Total appropriations requested for this category are $68,000. ·Miscellaneous Projects -This category includes one project for the formation of Community Facilities District (CFD)17.CFD 17 is being formed to pay for the maintenance needed to operate a sewer lift station near Annadale and Elm.Funding is provided by the developer under an agreement which is classified as other local funds.Total appropriations for this project are $20,000. Staff is seeking Council approval on the attached AAR amendment which will appropriate funding for nine new capital projects.The projects are funded via a combination of State funding and other local funding from developer deposits with $544,600 of appropriations being requested for current FY 2020 expenditures. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act Guidelines Section 15378 this item does not qualify as a project as defined by the California Environmental Quality Act. City of Fresno Printed on 3/15/2023Page 2 of 3 powered by Legistar™ File #:ID19-11487 Agenda Date:11/7/2019 Agenda #:3-E LOCAL PREFERENCE Local preference does not apply to the projects included in this report as this is a budget item only. Local preference (if applicable) will be considered at the time of contract award. FISCAL IMPACT There is no new net fiscal impact to the General Fund.All proposed costs will be paid for from new and existing revenue sources. See attached Resolution for specific funds and associated costs. Attachment: New Capital Projects Project Type Summary New Capital Projects Detail List 9th Amendment to the Annual Appropriation Resolution No. 2019-133 City of Fresno Printed on 3/15/2023Page 3 of 3 powered by Legistar™ Project Type Budget AmountReallocation AmountTotal AmountOperating Budget- 0 -$ Street Projects 123,400 0 123,400$ Sidewalk Projects219,700 219,700$ Traffic Signal Projects 113,500 0 113,500$ Bicycle/Trail Projects68,000 0 68,000$ CFD/Miscellaneous Projects20,000 0 20,000$ PUBLIC WORKSCapital Projects Project Type SummaryNovember 7, 2019 Fund Number Fund NameProject NumberCouncil District Project NameAAR AppropriationsStreet Projects22048 Federal Grants Public Works PW00911 5Chestnut AC Overlay‐Kings Canyon to Butler123,400Total Street/Bridge Projects 123,400Sidewalk Projects22506 State Grants‐Public Works PW00907 5 Barton/Florence Sidewalks ‐ Calwa Park 14,80022048 Federal Grants Public Works PW00910 5 Tulare Complete Street‐6th to Cedar Ave 204,900Total Operating Budget219,700Traffic Signal Projects22506 State Grants‐Public Works PW00903 5 TS Butler‐8th and Orange‐Lowe 36,90022506 State Grants‐Public Works PW00905 1 TS Gettysburg‐Polk and Sidewalks 47,70022506 State Grants‐Public Works PW00908 4 TS Fresno and Browning 28,900Total Traffic Signal Projects113,500Bicycle/Trail Projects22506 State Grants‐Public Works PW00906 3,5First St Cycle Track Tlare to Ventura/Hazelwood42,70022506 State Grants‐Public Works PW00909 7 HAWK Peach and McKenzie Trail 25,300Total Bicycle/Trail Projects68,000CDF/Miscellaneous Projects30524 CFD No. 17 ‐ SewerPW00899 3 CFD 17 ‐ Lift Station Maintenance 20,000Total CFD/Miscellaneous Projects 20,000Total Operating and Capital Projects544,600PUBLIC WORKSProjects DetailNovember 7, 2019 Date Adopted: 1 of 5 Date Approved: Effective Date: Resolution No. RESOLUTION NO. ___________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO ADOPTING THE 9th AMENDMENT TO THE ANNUAL APPROPRIATION RESOLUTION NO. 2019-133 APPROPRIATING $544,600 FOR NEW CAPITAL PROJECTS IN THE PUBLIC WORKS DEPARTMENT BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FRESNO: THAT PART III of the Annual Appropriation Resolution No. 2019-133 be and is hereby amended as follows: Increase/(Decrease) TO: PUBLIC WORKS DEPARTMENT Federal Grants Public Works $ 328,300 State Grants-Public Works 196,300 CFD No. 17 - Sewer 20,000 THAT account titles and numbers requiring adjustment by this Resolution are as follows: Federal Grants Public Works Revenues: Account: 33114 Federal Reimbursement $ 328,300 Fund: 22048 Org Unit: 189901 Total Revenues $ 328,300 Appropriations: Account: 51101 Permanent Salaries $ 76,600 51102 Permanent Fringe 31,600 51201 Non-Permanent Salaries 800 51202 Non-Permanent Fringe 100 58026 Capital Project Permits & Fees 2,000 59102 City Attorney Charges 500 59116 Equipment Usage 6,600 59117 Overhead 86,700 Fund: 22048 Org Unit: 189901 Project: PW00910 Total Appropriations $ 204,900 2 of 5 Increase/(Decrease) Appropriations: Account: 51101 Permanent Salaries $ 15,700 51102 Permanent Fringe 6,500 53302 Prof Svcs/Consulting - Outside 75,000 59102 City Attorney Charges 2,500 59105 Purchasing - Variable Charge 3,500 59116 Equipment Usage 2,500 59117 Overhead 17,700 Fund: 22048 Org Unit: 189901 Project: PW00911 Total Appropriations $ 123,400 State Grants-Public Works Revenues: Account: 33401 State-Grant $ 196,300 Fund: 22056 Org Unit: 189901 Total Revenues $ 196,300 Appropriations: Account: 51101 Permanent Salaries $ 14,500 51102 Permanent Fringe 6,000 59117 Overhead 16,400 Fund: 22056 Org Unit: 189901 Project: PW00903 Total Appropriations $ 36,900 Appropriations: Account: 51101 Permanent Salaries $ 17,000 51102 Permanent Fringe 7,000 58026 Capital Project Permits & Fees 2,000 59102 City Attorney Charges 500 59105 Purchasing - Variable Charge 1,000 59116 Equipment Usage 1,000 59117 Overhead 19,200 Fund: 22056 Org Unit: 189901 Project: PW00905 Total Appropriations $ 47,700 3 of 5 Increase/(Decrease) Appropriations: Account: 51101 Permanent Salaries $ 15,000 51102 Permanent Fringe 6,200 58026 Capital Project Permits & Fees 2,000 59102 City Attorney Charges 500 59105 Purchasing - Variable Charge 1,000 59116 Equipment Usage 1,000 59117 Overhead 17,000 Fund: 22056 Org Unit: 189901 Project: PW00906 Total Appropriations $ 42,700 Appropriations: Account: 51101 Permanent Salaries $ 6,100 51102 Permanent Fringe 2,500 58026 Capital Project Permits & Fees 1,200 59102 City Attorney Charges 300 59116 Equipment Usage 800 59117 Overhead 3,900 Fund: 22056 Org Unit: 189901 Project: PW00907 Total Appropriations $ 14,800 Appropriations: Account: 51101 Permanent Salaries $ 10,500 51102 Permanent Fringe 4,300 58026 Capital Project Permits & Fees 1,200 59116 Equipment Usage 1,000 59117 Overhead 11,900 Fund: 22056 Org Unit: 189901 Project: PW00908 Total Appropriations $ 28,900 4 of 5 Increase/(Decrease) Appropriations: Account: 51101 Permanent Salaries $ 9,100 51102 Permanent Fringe 3,800 58026 Capital Project Permits & Fees 1,200 59116 Equipment Usage 900 59117 Overhead 10,300 Fund: 22056 Org Unit: 189901 Project: PW00909 Total Appropriations $ 25,300 CFD No. 17 - Sewer Revenues: Account: 34855 Contributions For Facilities $ 20,000 Fund: 30524 Org Unit: 189901 Total Revenues $ 20,000 Appropriations: Account: 51101 Permanent Salaries $ 11,000 51102 Permanent Fringe 1,500 53402 Specialized Services /Tech 2,000 59102 City Attorney Charges 1,500 59117 Overhead 4,000 Fund: 30524 Org Unit: 189901 Project: PW00899 Total Appropriations $ 20,000 THAT the purpose is to appropriate $544,600 for new capital projects in the Public Works Department. 5 of 5 CLERK’S CERTIFICATION STATE OF CALIFORNIA} COUNTY OF FRESNO } ss. CITY OF FRESNO } I, YVONNE SPENCE, City Clerk of the City of Fresno, certify that the foregoing Resolution was adopted by the Council of the City of Fresno, California, at a regular meeting thereof, held on the Day of , 2019 AYES: NOES: ABSENT: ABSTAIN: Mayor Approval: , 2019 Mayor Approval/No Return: , 2019 Mayor Veto: , 2019 Council Override Veto: , 2019 YVONNE SPENCE, MMC City Clerk BY: ____________________________ Deputy City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11526 Agenda Date:11/7/2019 Agenda #:4-A REPORT TO THE CITY COUNCIL November 7, 2019 FROM:MIGUEL ANGEL ARIAS, Council Vice President Council Offices SUBJECT BILL (for introduction) - Adding Section 2-804 to the Fresno Municipal Code relating to Planning Commission composition City of Fresno Printed on 3/15/2023Page 1 of 1 powered by Legistar™ 1 of 2 Date Adopted: Date Approved Effective Date: City Attorney Approval: ________ Ordinance No. BILL NO. ORDINANCE NO. AN ORDINANCE OF THE CITY OF FRESNO, CALIFORNIA, ADDING SECTION 2-804 OF THE FRESNO MUNICIPAL CODE, RELATING TO PLANNING COMMISSION COMPOSITION THE COUNCIL OF THE CITY OF FRESNO DOES ORDAIN AS FOLLOWS: SECTION 1. Section 2-804 is added to the Fresno Municipal Code to read: SECTION 2-804. PLANNING COMMISSION COMPOSITION. As vacancies become available, the Mayor shall appoint, with the approval of Council, one Planning Commissioner from each Council District not currently represented by a seated member, in numerical order starting with District 1. SECTION 2. This ordinance shall become effective and in full force and effect at 12:01 a.m. on the thirty-first day after its final passage. * * * * * * * * * * * * * * 2 of 2 STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, YVONNE SPENCE, City Clerk of the City of Fresno, certify that the foregoing ordinance was adopted by the Council of the City of Fresno, at a regular meeting held on the _________ day of ______________ 2019. AYES : NOES : ABSENT : ABSTAIN : Mayor Approval: , 2019 Mayor Approval/No Return: , 2019 Mayor Veto: , 2019 Council Override Vote: , 2019 YVONNE SPENCE, MMC CRM City Clerk BY: Deputy Date APPROVED AS TO FORM: DOUGLAS T. SLOAN, City Attorney BY: Katie Doerr Date Chief Assistant City Attorney City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11545 Agenda Date:11/7/2019 Agenda #:4-B REPORT TO THE CITY COUNCIL November 7, 2019 FROM:NELSON ESPARZA, Councilmember for District 7 City Council Offices SUBJECT ***RESOLUTION - Amending the Salary Resolution and the Transparency in City Government Act regarding the Compensation of the Fire Chief and the Police Chief (The Chief Selection Accountability Act) (Subject to Mayor’s Veto) Attachment:Resolution City of Fresno Printed on 3/15/2023Page 1 of 1 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11548 Agenda Date:11/7/2019 Agenda #:4-C REPORT TO THE CITY COUNCIL November 7, 2019 FROM:Councilmembers Karbassi, Bredefeld, and Mayor Brand BY:Doug Sloan, City Attorney SUBJECT BILL -(For introduction)-Approve an ordinance of the City of Fresno,California,adding Section 2- 319 of the Fresno Municipal Code,relating to confidentiality of attorney-client privileged and personnel records. RECOMMENDATION Approve the Ordinance,which would prohibit dissemination of attorney client privileged or confidential personnel records to any unauthorized person.Violations may be punished as a misdemeanor. EXECUTIVE SUMMARY Dissemination of confidential attorney client privileged or personnel records to unauthorized persons can be damaging to the City’s legal and financial interests or violations of individuals’privacy rights. Without this ordinance, there may be no effective means of enforcement. This ordinance prohibits disclosures of clearly marked attorney client privileged or personnel records to unauthorized persons.Also,should an unauthorized person receive such materials,the ordinance prohibits further disclosure, and requires return of the records upon demand of the City Attorney. The maximum penalties pursuant to the Charter and Municipal Code include fines of up to $1000 and/or up to one year in jail (Charter section 1502).The City Attorney,or independent counsel hired by the Council or City Attorney, may enforce. ENVIRONMENTAL FINDINGS This action is not a project under CEQA. FISCAL IMPACT None. Attachment: Ordinance City of Fresno Printed on 3/15/2023Page 1 of 1 powered by Legistar™ 1 of 2 Date Adopted: Date Approved Effective Date: City Attorney Approval: ________ Ordinance No. BILL NO. ORDINANCE NO. AN ORDINANCE OF THE CITY OF FRESNO, CALIFORNIA, ADDING SECTION 2-319 OF THE FRESNO MUNICIPAL CODE, RELATING TO CONFIDENTIALITY OF ATTORNEY-CLIENT PRIVILEGED AND PERSONNEL RECORDS THE COUNCIL OF THE CITY OF FRESNO DOES ORDAIN AS FOLLOWS: SECTION 1. Section 2-319 is added to the Fresno Municipal Code to read: SECTION 2-319. ATTORNEY-CLIENT PRIVILEGE. (a) Any person, including City officials and employees, and former City officials or employees, providing written materials or an image of written materials, or disclosing the content of materials, that are clearly marked “Confidential Attorney Client Privileged” or “Confidential Personnel Record,” or disclosing the content of attorney client privileged closed session materials or discussions, to any unauthorized person is prohibited. For the purpose of this Section, “unauthorized person” shall mean any person or entity to whom disclosure is not approved in advance by a majority vote of Council, or in advance in writing by the City Attorney. (b) Any unauthorized person or entity receiving such materials shall not disclose or disseminate the materials to anyone else, and shall return the materials without retaining a copy upon demand of the City Attorney. 2 of 2 (c) A waiver of the attorney-client privilege may be approved only by Council majority vote or pursuant to a claim or defense asserted by the City Attorney in a legal matter. (d) The City Attorney, or independent counsel hired by the City Attorney or the Council, may prosecute willful violations as a misdemeanor with maximum penalties as set forth in this code. SECTION 2. This ordinance shall become effective and in full force and effect at 12:01 a.m. on the thirty-first day after its final passage. * * * * * * * * * * * * * * STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, YVONNE SPENCE, City Clerk of the City of Fresno, certify that the foregoing ordinance was adopted by the Council of the City of Fresno, at a regular meeting held on the _________ day of ______________ 2019. AYES : NOES : ABSENT : ABSTAIN : Mayor Approval: , 2019 Mayor Approval/No Return: , 2019 Mayor Veto: , 2019 Council Override Vote: , 2019 YVONNE SPENCE, MMC CRM City Clerk BY: Deputy Date APPROVED AS TO FORM: DOUGLAS T. SLOAN, City Attorney BY: Katie Doerr Date Chief Assistant City Attorney REPORT TO THE CITY COUNCIL (Revised) November 7, 2019 FROM: Councilmembers Karbassi, Bredefeld, and Mayor Brand BY: Doug Sloan, City Attorney SUBJECT APPROVE AN ORDINANCE OF THE CITY OF FRESNO, CALIFORNIA, ADDING SECTION 2-319 OF THE FRESNO MUNICIPAL CODE, RELATING TO CONFIDENTIALITY OF CLOSED SESSION ATTORNEY-CLIENT PRIVILEGED COMMUNICATIONS. RECOMMENDATION Approve the Ordinance, which would prohibit dissemination of closed session attorney-client privileged records or communications to any unauthorized person. Violations may be punished as a misdemeanor. EXECUTIVE SUMMARY Dissemination of confidential closed session attorney-client privileged information to unauthorized persons can be damaging to the City’s legal and financial interests. Without this ordinance, there may be no effective means of enforcement. This ordinance prohibits disclosures of clearly marked confidential closed session attorney-client privileged records to unauthorized persons. The maximum penalties pursuant to the Charter and Municipal Code include fines of up to $1000 and/or up to one year in jail (Charter section 1502). The City Attorney, or independent counsel hired by the Council or City Attorney, may enforce. Revision Changes: 1. The ordinance applies only to confidential attorney-client privileged closed session related records and communications. 2. The section prohibiting others wrongfully receiving confidential information and then disseminating it has been removed. 3. A section on “Whistleblower Protection” has been added. It provides that if an official or employee believes there is a legal violation, but this is based upon protected confidential information, then that person may discuss the matter with law enforcement authorities. Doing so would not be a violation of the ordinance. 4. A “safe harbor” is provided so that a person in doubt whether certain information is protected or can be disclosed to a certain person, who followed written advice from the City Attorney would be immune from prosecution. By way of further background, below are similar provisions of San Francisco and Oakland: San Francisco Campaign and Governmental Conduct Code: "No current or former officer or employee of the City and County shall: (a) willfully or knowingly disclose any confidential or privileged information, unless authorized or required by law to do so; or (b) use any confidential or privileged information to advance the financial or other private interest of himself or herself or others." (SF C&GC 3.228) "Any person who knowingly or willfully violates any of the City's conflict of interest and government ethics laws shall be guilty of a misdemeanor and upon conviction thereof shall be punished by a fine of not more than $10,000 for each violation or by imprisonment in the County jail for a period of not more than one year in jail or by both such fine and imprisonment." (SF C&GC 3.252(a). Oakland Municipal Code, Chapter 2.25 - City of Oakland Government Ethics Act: "A Public Servant shall not willfully and knowingly disclose for pecuniary gain, personal advantage or private interest, to any other person, confidential information by him or her in the course of his or her official duties." (OMC 2.25.040(D)) "Any person who knowingly or willingly violates any provision of this Act is guilty of a misdemeanor." (OMC 2.25.080(C)(1)). ENVIRONMENTAL FINDINGS This action is not a project under CEQA. FISCAL IMPACT None. BILL NO. ORDINANCE NO. AN ORDINANCE OF THE CITY OF FRESNO, CALIFORNIA, ADDING SECTION 2-319 OF THE FRESNO MUNICIPAL CODE, RELATING TO CONFIDENTIALITY OF CLOSED SESSION ATTORNEY-CLIENT PRIVILEGED COMMUNICATIONS THE COUNCIL OF THE CITY OF FRESNO DOES ORDAIN AS FOLLOWS: SECTION 1. Section 2-319 is added to the Fresno Municipal Code to read: SECTION 2-319. CLOSED SESSION ATTORNEY-CLIENT PRIVILEGE. (a) Any person, including City officials and employees, and former City officials or employees, providing written materials or an image of written materials, or disclosing the content of materials, that are clearly marked “Confidential Closed Session Attorney-Client Privileged” or disclosing the content of closed session attorney-client privileged discussions, to any unauthorized person is prohibited. For the purpose of this Section, “unauthorized person” shall mean any person or entity to whom disclosure is not approved in advance by a majority vote of Council, or in advance in writing by the City Attorney. (b) Whistleblower Protection. If an official or employee has a reasonable good faith belief that one or more other city officials or employees are violating the law, but the belief is based upon confidential closed session attorney-client privileged communication or records, then 1 of 3 Date Adopted: Date Approved Effective Date: City Attorney Approval: ________ Ordinance No. that official or employee may then contact law enforcement authorities and disclose that confidential information necessary to address the claimed legal violation. Compliance with this paragraph shall not constitute a violation of this ordinance. (c) A waiver of the closed session attorney-client privilege may be approved only by Council majority vote or pursuant to a claim or defense asserted by the City Attorney in a legal matter. (d) If a person has any concern whether particular information or records are confidential and subject to this ordinance, that person may contact the City Attorney for written advice. If that person then follows the written advice provided by the City Attorney that the particular information or records are not confidential or may be disclosed to a certain person, then that shall constitute a complete defense to a claim of violation of this ordinance. (e) The City Attorney, or independent counsel hired by the City Attorney or the Council, may prosecute willful violations as a misdemeanor with maximum penalties as set forth in this code. SECTION 2. This ordinance shall become effective and in full force and effect at 12:01 a.m. on the thirty-first day after its final passage. * * * * * * * * * * * * * * /// 2 of 3 STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, YVONNE SPENCE, City Clerk of the City of Fresno, certify that the foregoing ordinance was adopted by the Council of the City of Fresno, at a regular meeting held on the _________ day of ______________ 2019. AYES : NOES : ABSENT : ABSTAIN : Mayor Approval: , 2019 Mayor Approval/No Return: , 2019 Mayor Veto: , 2019 Council Override Vote: , 2019 YVONNE SPENCE, MMC CRM City Clerk BY: Deputy Date APPROVED AS TO FORM: DOUGLAS T. SLOAN, City Attorney BY: Katie Doerr Date Chief Assistant City Attorney City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11485 Agenda Date:11/7/2019 Agenda #:5-A CLOSED SESSION November 7, 2019 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION - Government Code Section 54956.9, subdivision (d)(1) 1. Eric Panabaker v. City of Fresno, psi, Administered by RISICO Claims Management; Workers’ Compensation Appeals Board Case No. ADJ Unassigned (Police Department) City of Fresno Printed on 3/15/2023Page 1 of 1 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11486 Agenda Date:11/7/2019 Agenda #:5-B CLOSED SESSION November 7, 2019 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION - Government Code Section 54956.9, subdivision (d)(1) 1. Kirk Wanless v. City of Fresno, psi, Administered by RISICO Claims Management; Workers’ Compensation Appeals Board Case No. ADJ Unassigned (Fire Department) City of Fresno Printed on 3/15/2023Page 1 of 1 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11505 Agenda Date:11/7/2019 Agenda #:5-C CLOSED SESSION November 7, 2019 CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION - Government Code Section 54956.9, subdivision (d)(1) 1.Isiah Murrietta-Golding, et al. v. City of Fresno, et al. United States District Court Case No.: 1:18-CV-00332 (Police Department). City of Fresno Printed on 3/15/2023Page 1 of 1 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11528 Agenda Date:11/7/2019 Agenda #:5-D CLOSED SESSION November 7, 2019 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION - Government Code Section 54956.9, subdivision (d)(2) 1.Significant Exposure to Litigation: Landscape Maintenance of America dba California Highway Adoption Co. v. City of Fresno (Public Works) City of Fresno Printed on 3/15/2023Page 1 of 1 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID19-11547 Agenda Date:11/7/2019 Agenda #:5-E CLOSED SESSION November 7, 2019 CONFERENCE WITH LABOR NEGOTIATORS - Government Code Section 54957.6 City Negotiators: Jeffrey Cardell, Ken Phillips Employee Organizations: 1. Fresno Police Officers Association (FPOA Basic) 2. Fresno Police Officers Association (FPOA Management) City of Fresno Printed on 3/15/2023Page 1 of 1 powered by Legistar™