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2023-12-07 Council Agenda Packet
Thursday, December 7, 2023 9:00 AM City of Fresno 2600 Fresno Street Fresno, CA 93721 www.fresno.gov Council Chambers (In Person and/or Electronic) City Council President - Tyler Maxwell Vice President - Annalisa Perea Councilmembers: Mike Karbassi, Miguel Angel Arias, Luis Chavez, Garry Bredefeld, Nelson Esparza City Manager - Georgeanne A. White City Attorney - Andrew Janz City Clerk - Todd Stermer, CMC Meeting Agenda - Final Regular Meeting 12/07/2023 AP/MA 7-0 AS AMENDED December 7, 2023City Council Meeting Agenda - Final THE FRESNO CITY COUNCIL WELCOMES YOU TO CITY COUNCIL CHAMBER, LOCATED IN CITY HALL, 2ND FLOOR, 2600 FRESNO STREET, FRESNO, CALIFORNIA 93721. PUBLIC PARTICIPATION – Public participation during Fresno City Council meetings is always encouraged and can occur in one of the two following ways: 1) Participate In Person: Council Chambers, City Hall, 2nd Floor, 2600 Fresno Street, Fresno, CA 93721 a) To speak during a City Council meeting in person: fill out a speaker card (available in the Council Chamber) and place it in the speaker card collection basket at the front of the Council Chamber. You may also approach the speaker podium upon the Council President’s call for public comment. 2) Participate Remotely via Zoom: https://fresno-gov.zoom.us/webinar/register/WN_TFimc9HaTuGf326RtQY1NQ a) The above link will allow you to register in advance for remote participation in the meeting via the Zoom platform. After registering, you will receive a confirmation email containing additional details about joining the meeting. b) To speak during a City Council meeting while attending remotely: while in the Zoom application, click on the icon labeled “Participants” at the bottom of the screen. Then select “RaiseHand” at the bottom of the Participants window. Your digital hand will now be raised. You will be asked to “unmute” when your name is called to speak. You will not be visible via video and there will be no opportunity to share your screen. All public speakers will have up to 3 minutes to address Council pursuant to Rule No. 10 of the Rules of Procedure for the City Council of the City of Fresno (available in the City Clerk’s Office). SUBMIT DOCUMENTS / WRITTEN COMMENTS - Pursuant to Rule 11 (c) of the Rules of Procedure, no documents shall be accepted for Council review unless submitted to the City Clerk at least 24 hours prior to the Council Agenda item be heard. Documents / written comments related to an agenda item can be submitted by one of the following methods: 1) eComment – eComment allows the public to submit agenda related comments through a website prior to the meeting. Submitted comments are limited to 1440 characters and will be a part of the official record. Page 2 City of Fresno ***Subject to Mayoral Veto December 7, 2023City Council Meeting Agenda - Final a) Submit an e-Comment by visiting https://fresno.legistar.com/Calendar.aspx and selecting the “eComment” link. b) e-Comment is available for use upon publication of the agenda and closes 24 hours prior to the meeting start time [pursuant to Rule 11(c)]. c) e-Comment is not permitted for Land use or CEQA items d) The e-Comment Electronic User Agreement can be viewed at: https://www.fresno.gov/cityclerk/ 2) E-mail – Agenda related documents and comments can be e-mailed to the Office of the City Clerk at least 24 hours prior to the agenda item being heard, pursuant to Rule 11(c). a) E-mail the Clerk’s Office at clerk@fresno.gov b) E-mails should include the agenda date, and the related agenda item number. VIEWING CITY COUNCIL MEETINGS (non-participatory) - For your convenience, there are several ways to view Fresno City Council meetings live: 1) City of Fresno website: https://fresno.legistar.com/Calendar.aspx (click “In Progress” to view the live meeting). 2) Community Media Access Collaborative website: https://cmac.tv/ 3) YouTube - City of Fresno Council, Boards and Commissions Channel: https://www.youtube.com/channel/UC3ld83D8QGn1YBDw6aD5dZA/videos 4) Facebook: https://www.facebook.com/FresnoCA/videos 5) Cable Television: Comcast Channel 96 and AT&T Channel 99 Should any of the five viewing methods listed above experience technical difficulties, the Council meeting will continue uninterrupted. Council meetings will only be paused to address verifiable technical difficulties for all users participating via Zoom or in the Council Chamber. The City of Fresno’s goal is to comply with the Americans with Disabilities Act (ADA). Anyone requiring reasonable ADA accommodations, including sign language interpreters, or other reasonable accommodations such as language translation, should contact the office of the City Clerk at (559) 621-7650 or clerk@fresno.gov. To help ensure availability of these services, you are advised to make your request a minimum of three business days prior to the scheduled meeting. Page 3 City of Fresno ***Subject to Mayoral Veto December 7, 2023City Council Meeting Agenda - Final 9:08 A.M. ROLL CALL Invocation by Rev. Pete Marquez, Deacon from Holy Spirit Catholic Church Pledge of Allegiance to the Flag APPROVE AGENDA CEREMONIAL PRESENTATIONS ID 23-1753 Proclamation for “Fresno Unified School District’s Expanded Learning Camps” Sponsors:Councilmember Arias ID 23-1636 “Haron Family Legacy Day” Sponsors:Office of Mayor & City Manager COUNCILMEMBER REPORTS AND COMMENTS MAYOR/MANAGER REPORTS AND COMMENTS CITY CLERK AND CITY ATTORNEY REPORTS AND COMMENTS UNSCHEDULED COMMUNICATION ID 23-1854 Public Comment Sponsors:Office of the City Clerk PLEASE NOTE: UNSCHEDULED COMMUNICATION IS NOT SCHEDULED FOR A SPECIFIC TIME AND MAY BE HEARD ANY TIME DURING THE MEETING 1. CONSENT CALENDAR 1.-A.ID 23-1737 Approval of Minutes for November 16, 2023, Regular Meeting Sponsors:Office of the City Clerk 1.-B.ID 23-1600 Approval of City Council Meeting Schedule for Calendar Year 2024. Sponsors:Office of the City Clerk 1.-C.ID 23-1701 RESOLUTION - amending certain designated positions which shall be subject to the conflict of interest code and defining categories of disclosures for such positions Page 4 City of Fresno ***Subject to Mayoral Veto December 7, 2023City Council Meeting Agenda - Final Sponsors:Office of the City Clerk 1.-D.ID 23-1728 Actions pertaining to Warming Centers: 1. ***RESOLUTION - Amending Resolution 2022-212, Establishing a Policy for City Cooling and Warming Centers. (Subject to Mayor’s Veto) 2. Approve a Services Agreement with Poverello House, in an Amount Not to Exceed $356,500.00, to Operate City of Fresno Warming Centers. Sponsors:Office of Mayor & City Manager 1.-E.ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center Sponsors:Office of Mayor & City Manager, Council President Maxwell, Vice President Perea and Councilmember Karbassi 1.-F.ID 23-1703 Actions related to amending agreement #A211006364 with the California Office of Emergency Services (Cal OES) 1. Approve acceptance of Cal OES amendments one through five for an increase of $341,800 for Haz Mat training agreement #A211006364 and authorize the Fire Chief to compensate Fire personnel to staff vacancies caused by training attendance. 2. ***RESOLUTION - Adopt the 28th Amendment to the Annual Appropriation Resolution 2023-185 to appropriate $341,800 from the Cal OES to provide Haz Mat training (Requires Five Affirmative Votes) (Subject to Mayor’s Veto). Sponsors:Fire Department 1.-G.ID 23-1621 Approve the award of a cooperative purchase agreement to Pape Kenworth of Fresno, California, for the purchase of three Kenworth T880 dump trucks in the amount of $805,471 for the Department of Public Works. Sponsors:General Services Department 1.-H.ID 23-1622 Approve the award of a cooperative purchase agreement to Haaker Equipment Company Inc. of La Verne, California, for the purchase of one Elgin CNG Broom Bear street sweeper in the amount of $586,677 for Department of Public Utilities, Solid Waste Management Division. Sponsors:General Services Department Page 5 City of Fresno ***Subject to Mayoral Veto December 7, 2023City Council Meeting Agenda - Final 1.-I.ID 23-1713 Approve the award of a citywide Requirements Contract to Home Depot USA, Inc. of Fresno, California for three years for the purchase of maintenance, repair, operating supplies, industrial supplies, and related products, not-to-exceed $250,000 per year plus annual CPI increases (Bid File 9678). Sponsors:General Services Department 1.-J.ID 23-1707 Actions pertaining to a lease agreement between the City of Fresno and 747 R Street, LLC, a California limited liability company, for the lease of office space located at 747 R Street (Council District 3): 1. Adopt a finding of Categorical Exemption per staff determination, pursuant to Section 15301/Class 1 (Existing Facilities) of the California Environmental Quality Act (CEQA) Guidelines 2. Approve a seven-year lease agreement between the City of Fresno and 747 R Street, LLC, a California limited liability company, with three optional one-year extensions in the amount of $800,301.60 annually, with annual increases of 3%, plus the proportionate CAM (Common Area Maintenance) charges at $364,581.84 annually Sponsors:General Services Department and Capital Projects Department 1.-K.ID 23-1718 RESOLUTION - Adopting modifications to the Measure P Expanded Access to Arts and Culture Grant Guidelines Sponsors:Parks, After School and Recreation and Community Services Department 1.-L.ID 23-1694 ***RESOLUTION - Approving the Application for Outdoor Equity Grants Program (OEP) Funds totaling up to $300,000 to expand science education and access to outdoor recreation, and authorizing the City Manager or designee to execute all related grant documents (Subject to Mayor’s Veto) (District 3.) Sponsors:Parks, After School and Recreation and Community Services Department 1.-M.ID 23-1727 ***RESOLUTION - Adopt the Eighth Amendment to FY 2024 Salary Resolution No. 2023-183, amending Exhibit 8, Unit 8, Non-Represented to increase the salary range for the Cashier Clerk, Lifeguard, Services Aide, Intern, Youth Jobs Corps Program Ambassador, and Youth Jobs Corps Program Participant classifications from $15.50 - $19.50 per hour to $16.00 - $20.00 per hour; increase the Police Cadet I classification salary range from $15.50 - $20.50 to $16.00 to $21.00 per hour; increase the Senior Page 6 City of Fresno ***Subject to Mayoral Veto December 7, 2023City Council Meeting Agenda - Final Lifeguard and Youth Jobs Corps Program Mentor classification salary range from $16.00 - $20.50 to $16.50 - $21.00 per hour; and adjust the Sports Official salary from $15.50 - $50.00 Per Game to $16.00 - $25.00 Per Hour; effective January 1, 2024 (Subject to Mayor’s Veto). Sponsors:Personnel Services Department 1.-N.ID 23-1563 *** RESOLUTION - Declaring a 0.91-acre parcel of land identified as Assessor’s Parcel Number 436-260-22 to be exempt surplus land and directing staff to comply with the open and competitive request for proposals (RFP) process for the disposition of this property for an affordable housing development as required by Fresno Municipal Code Section 4-204 (Council District 4) (Subject to Mayor’s Veto) Sponsors:Planning and Development Department 1.-O.ID 23-1598 Approve the Second Amendment to the Agreement with Poverello House for Homeless Family Services extending the contract term to June 30, 2024, and increasing funding by $31,680.00 for a total amount of $298,221.87. Sponsors:Planning and Development Department 1.-P.ID 23-1758 ***RESOLUTION - Adopting the 581st amendment to the Master Fee Schedule No. 80-420 to increase event parking fees under the Planning and Development Section (Subject to Mayor’s Veto) Sponsors:Planning and Development Department 1.-Q.ID 23-1521 Actions pertaining to Dickey Parking Lot Security Gate Project (Bid File 12301721) (Council District 3): 1.Adopt a finding of Categorical Exemption per staff ’s determination, pursuant to Section 15301 of the California Environmental Quality Act (CEQA) Guidelines 2.***RESOLUTION - Adopting the 19th Amendment of the Annual Appropriation Resolution (AAR) No. 2023-185 appropriating $322,000 for construction of the Parking Lot Security Gate Project at the Dickey Youth Community Center (Requires 5 Affirmative Votes) (Subject to Mayor’s Veto) 3.Award a construction contract in the amount of $332,098 to Alliance Construction Solutions, Inc. of Madera, California, as the lowest responsive and responsible bidder for Dickey Parking Lot Security Gate Project Sponsors:Capital Projects Department, Parks, After School and Recreation and Community Services Department 1.-R.ID 23-1702 Approve a substitution of a listed subcontractor Avila Traffic Safety, for the Midtown Trail Segment 1 (Phase I) Project (Council District 7) Page 7 City of Fresno ***Subject to Mayoral Veto December 7, 2023City Council Meeting Agenda - Final Sponsors:Capital Projects Department and Public Works Department 1.-S.ID 23-1709 Award a construction contract in the amount of $5,296,359 to Avison Construction, Inc of Madera, California for the Chinatown Sustainable Transportation Infrastructure Project 1 and Chinatown Urban Greening Project 6 - Bid File No. 12302719 (Council District 3). Sponsors:Capital Projects Department and Public Works Department 1.-T.ID 23-1710 Actions pertaining to the Southbound Polk Avenue Widening Project between Shaw Avenue and Gettysburg Avenue (Council District 1): 1.Adopt a finding of Negative Declaration per staff determination, pursuant to Sections 15070 to 15075 of the California Environmental Quality Act (CEQA) guidelines 2.Approve the Agreement for Purchase and Sale of Real Property and Escrow Instructions to acquire fee interest of a 0.163-acre (7,087 square feet) parcel, improved with a single -family residence located at 4919 North Polk Avenue (Assessor’s Parcel Number (APN) 510-120-13), owned by Carolyn S. Brown, in the amount of $298,000.00, for the construction of the widening of Southbound Polk Avenue between Shaw Avenue and Gettysburg Avenue Sponsors:Capital Projects Department and Public Works Department 1.-U.ID 23-1706 Approve a cooperative purchase agreement with SNF Polydyne, Inc ., for the purchase of Cationic Polymer in the amount of $3,700,000 per year plus annual consumer price index increases, for the Fresno -Clovis Regional Wastewater Reclamation Facility (Bid File 12303012) (Citywide) Sponsors:Department of Public Utilities 1.-V.ID 23-1716 Approve the Fifth Amendment to the consultant services agreement with Carollo Engineers, Inc., to extend the term of the agreement from December 31, 2023, to December 31, 2025 to respond to pending comments from the Central Valley Regional Water Quality Control Board (Regional Board) (Citywide). Sponsors:Department of Public Utilities 1.-W.ID 23-1717 ***RESOLUTION - Authorizing the Department of Public Utilities to apply for and participate in the California Extended Water and Wastewater Arrearage Payment Program (Subject to Mayor’s Veto) (Citywide). Sponsors:Department of Public Utilities Page 8 City of Fresno ***Subject to Mayoral Veto December 7, 2023City Council Meeting Agenda - Final 1.-X.ID 23-1723 ***RESOLUTION - Authorize the Director of Public Utilities or designee(s) to prepare and submit applications, accept funds, and execute the financial assistance agreements and any amendments thereto with the California State Water Resources Control Board on behalf of the City of Fresno for the planning, design, and construction of water infrastructure to serve the communities of New Horizon Mobile Home Park and Del Oro-Metropolitan District: City Of Fresno Regional Consolidation Project Group 1. (Unincorporated Fresno County ) (Subject to Mayor’s Veto) Sponsors:Department of Public Utilities 1.-Y.ID 23-1665 Actions pertaining to the dedication of those portions of City -owned property for the purpose of a public street easement, to accommodate the construction of Merced Street between Congo Alley and H Street (Council District 3): 1.Adopt a finding of Categorical Exemption per staff determination, pursuant to Section 15302 of the California Environmental Quality Act (CEQA) Guidelines, Environmental Impact Report Number 10126 2.RESOLUTION - Dedicating those portions of City -owned property for public street purposes to accommodate the construction of Merced Street between Congo Alley and H Street Sponsors:Public Works Department 1.-Z.ID 23-1682 ***RESOLUTION - Authorizing the submission of a grant application to the United States Department of Energy for up to $494,390 in funding from the 2023 Energy Efficiency and Conservation Block Grant Program; and authorizing the execution of grant application and grant agreement documents by the Public Works Director or designee . (Subject to Mayor’s Veto) Sponsors:Public Works Department 1. -AA. ID 23-1696 RESOLUTION - Authorizing the Submission of a Grant Application to the Fresno Council of Governments (Fresno COG) for the 2023 Regional Early Action Plan 2.0 Grant Program (REAP)for Capital Improvement Projects that Promote In -Fill Affordable Housing near High-Quality Transit in an amount not to exceed $13,000,000 for the further implementation and construction of the Blackstone Avenue Smart Mobility Project from State Route 180 to Pine Avenue; and Authorizing the Execution of Grant Application and Grant Agreement Documents by the Public Works Director or Designee (Council Districts 1, 3 and 7) Sponsors:Public Works Department Page 9 City of Fresno ***Subject to Mayoral Veto December 7, 2023City Council Meeting Agenda - Final 1. -BB. ID 23-1699 Approve the First Amendment to the Consultant Services Agreement with Dudek extending the consultants performance period by three months to March 31, 2024, to continue professional services related to the development of the Urban Forest Management Plan (Citywide). Sponsors:Public Works Department 1. -CC. ID 23-1764 Approve a Marketing Agreement with Utility Service Partners Private Label Inc., dba SLWA Insurance Services, in the amount of $123,000 per year for a total of $615,000 to be paid to the City of Fresno, to market service plans city residents for sewer and water line laterals Sponsors:Councilmember Esparza THE CITY IN ITS CAPACITY AS HOUSING SUCCESSOR TO THE REDEVELOPMENT AGENCY OF THE CITY OF FRESNO AND FRESNO REVITALIZATION CORPORATION 1. -DD. ID 23-1773 Approve Amendment to Owner Participation Agreement with Essayons, LP relating to the Hye Court Project located at 450 M Street to provide up to an additional $94,277 for unexpected costs associated with ensuring the historic integrity of the Project (City as Housing Successor and FRC Action). Sponsors:Successor Agency to the Redevelopment Agency and Councilmember Arias CONTESTED CONSENT CALENDAR 2. SCHEDULED COUNCIL HEARINGS AND MATTERS 10:00 A.M. ID 23-1697 HEARING to adopt resolutions and ordinance to annex territory and levy a special tax regarding City of Fresno Community Facilities District Number 11, Annexation Number 147 (Final Tract Map Number 6269) (Located on the southwest corner of Willow Avenue and Alicante Drive) (Council District 6): 1.***RESOLUTION - to Annex Territory to Community Facilities District No. 11 and Authorizing the Levy of a Special Tax for Annexation No. 147 (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 Page 10 City of Fresno ***Subject to Mayoral Veto December 7, 2023City Council Meeting Agenda - Final for the Property Tax Year 2023-2024 and Future Tax Years Within and Relating to Community Facilities District No. 11, Annexation No. 147 (Subject to Mayor’s Veto) Sponsors:Public Works Department 10:05 A.M. ID 23-1654 HEARING to obtain public comments regarding community needs for consideration in the development of the 2024-2025 Annual Action Plan for federal funding through the U .S. Department of Housing and Urban Development’s Office of Community Planning and Development (HUD CPD). Sponsors:Planning and Development Department 10:15 A.M. ID 23-1720 Appearance by Patricia Ann Dickson to discuss illegal electrical activity and currency in practice on the westside of Fresno ( District 3 Resident) Sponsors:Office of the City Clerk 3:30 P.M. ID 23-1671 Actions pertaining to the Fresno Quality HK affordable housing development located at 6051 North Thesta Street, Fresno, California (District 6): 1.***RESOLUTION - Authorizing acceptance of funding from the California Department of Housing and Community Development Homekey Round 3 Program in the amount of $16,450,000 for the Fresno Quality HK project and authorizing the City Manager, or designee, to enter into and execute a standard agreement to secure the Homekey Round 3 program funds and participate in the Homekey Round 3 Program. (Subject to Mayor’s veto) 2.***RESOLUTION - Adopt the 27th Amendment to the Annual Appropriation Resolution (AAR) No. 2023-185 to appropriate $16,450,000 for the Fresno Quality HK project from the Homekey Round 3 Program Grant. (Requires 5 Affirmative Votes) (Subject to Mayor’s veto) 3.***RESOLUTION - Initiating a rezone to remove a condition of zoning requiring a recorded covenant for real property located at 6051 North Thesta Street, APN 409-20-043 pursuant to Fresno Municipal Code Section 15-5803-B. 4.Approve a HOME Investment Partnerships - American Rescue Plan Program (HOME-ARP) Agreement with Fresno Quality Page 11 City of Fresno ***Subject to Mayoral Veto December 7, 2023City Council Meeting Agenda - Final Homekey LP, in the amount of $1,749,835.24 to acquire the Fresno Quality Inn for affordable housing development. 5. Approve a Community Development Block Grant (CDBG) Agreement with Fresno Quality Homekey LP, in the amount of $4,250,164.76 to acquire the Fresno Quality Inn for affordable housing development. 6. Approve a Cost Sharing and Reimbursement Agreement between the City of Fresno and Fresno Quality Homekey LP and UP Holdings, LLC. 7. Approve a Rental Assistance Agreement between the City of Fresno and Fresno Quality Homekey LP, in the amount of $690,000 in rental subsidy funds for the Fresno Quality HK project. Sponsors:Planning and Development Department 3. GENERAL ADMINISTRATION 4. CITY COUNCIL 5. CLOSED SESSION 5.-A.ID 23-1755 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION Government Code Section 54956.9, subdivision (d)(2) Case Name: Ignacio Ruiz v. City of Fresno Sponsors:City Attorney's Office 5.-B.ID 23-1772 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION Government Code Section 54956.9, subdivision (d)(4): 1 potential case Sponsors:City Attorney's Office 5.-C.ID 23-1741 CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) Pauline Nickels v. City of Fresno, et al.; Fresno Superior Court Case No.: 20CECG01119 Sponsors:City Attorney's Office 5.-D.ID 23-1743 CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) Page 12 City of Fresno ***Subject to Mayoral Veto December 7, 2023City Council Meeting Agenda - Final Case Name: Brian Martens v. City of Fresno, et al.; Tristar Risk Management Claim No.: 1010104351-ADR-1 Sponsors:City Attorney's Office 5.-E.ID 23-1746 CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) Case Name: Thomas Rowe v. City of Fresno, et al.; Tristar Risk Management Claim No.: 1010105295-ADR-1 Sponsors:City Attorney's Office 5.-F.ID 23-1750 PUBLIC EMPLOYEE PERFORMANCE EVALUATION 1.Government Code Section 54957(b): consider the appointment, employment, evaluation of performance, discipline, or dismissal of a public employee. Title: City Clerk 2.Government Code Section 54957.6: conference with labor negotiator. City Negotiator: Council President Tyler Maxwell. Unrepresented Employee: City Clerk Sponsors:Council President Maxwell ADJOURNMENT UPCOMING SCHEDULED COUNCIL HEARINGS AND MATTERS DECEMBER 14, 2023 10:00 A.M. - HEARING to consider Development Permit Application No. P21-02699, Vesting Tentative Parcel Map No. 2021-09, and related Final Environmental Impact Report (FEIR), State Clearinghouse (SCH) No. 2022050265, regarding an Office/Warehouse Project located on approximately ± 48.03 acres of property at the northeast intersection of North Marks and West Nielsen Avenues 10:05 A.M. -HEARING for Consideration of Text Amendment Application No. P23-01018 and related Environmental Finding for Environmental Assessment No. P23-01018, amending Section 15-2009 of the Fresno Municipal Code, relating to Zone Districts where razor wire fencing is permitted. 10:10 A.M. -HEARING to consider Text Amendment Application No. P23-02808 and related Environmental Finding - Planning & Development Department. Page 13 City of Fresno ***Subject to Mayoral Veto December 7, 2023City Council Meeting Agenda - Final 10:15 A.M. -HEARING to consider Annexation Application No. P23-03757; Pre-zone Application No. P23-03758; and related Environmental Assessment No. P23-03757/P23-03758 for approximately 141 acres of property generally located along the north and south sides of West Ashlan Avenue between North Bryan and North Polk Avenues JANUARY 11, 2024 10:00 A.M. - Hold a public hearing and approve items related to the granting of a Non-Exclusive Roll-Off Franchise for roll-off collection services (Citywide) UPCOMING EMPLOYEE CEREMONIES 2023 CITY COUNCIL MEETING SCHEDULE December 14, 2023 - 9:00 A.M. January 11, 2024 - 9:00 A.M. Page 14 City of Fresno ***Subject to Mayoral Veto City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1753 Agenda Date:12/7/2023 Agenda #: CEREMONIAL PRESENTATION Proclamation for “Fresno Unified School District’s Expanded Learning Camps” City of Fresno Printed on 12/22/2023Page 1 of 1 powered by Legistar™ 12/07/2023 PRESENTED WHEREAS, Fresno Unified School District’s Expanded Learning Camps are funded by a state-wide initiative aimed to provide educational enrichment opportunities focused on science, technology, engineering, arts, and mathematics curriculum; and WHEREAS, Fresno Unified School District’s Expanded Learning Camps provides influential college and career exposure to students and introduces them to cultural arts, culinary classes, first responder programs, sports, and fitness activities at no cost; and WHEREAS, this past summer, Fresno Unified School District’s Expanded Learning Camps partnered with over 30 local community-based organizations, introducing them to the vibrant and diverse workforce Fresno has to offer; and WHEREAS, Fresno Unified School District’s Expanded Learning Camps nearly doubled the programs that were offered in 2022 and filled the program to 96% of its capacity. The Expanded Learning Camps delivered enriching and engaging instruction for 7,800 enrolled students ranging from transitional kindergarteners to 12th graders; and WHEREAS, Fresno Unified School District’s Expanded Learning Camps have been recognized as the Nation’s “Gold Standard” model for their distinguished use of expanded learning funding and estimable attendance. NOW, THEREFORE, BE IT RESOLVED, that we, Mayor Jerry Dyer, and the Fresno City Council do hereby proclaim the 7th of December 2023 to be: “Fresno Unified School District’s Expanded Learning Camps 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 December 2023. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1636 Agenda Date:12/7/2023 Agenda #: CEREMONIAL PRESENTATION “Haron Family Legacy Day” See attached City of Fresno Printed on 12/22/2023Page 1 of 1 powered by Legistar™ 12/07/2023 REMOVED FROM AGENDA & WILL RETURN 1-11-2024 CITY OF FRESNO Office of Mayor Jerry P. Dyer _____ _________________________________ ________________________________ LEE BR JERRY P. DYER, Honorable Mayor TYLER MAXWELL, Council President ____ _________________________________ ESMER ANNALISA PEREA, Council Vice President MIKE KARBASSI, Councilmember District 2 _____ _________________________________ PAUL C MIGUEL ARIAS, Councilmember District 3 LUIS CHAVEZ, Councilmember District 5 _____ _________________________________ GARRY GARRY BREDEFELD, Councilmember District 6 NELSON ESPARZA, Councilmember District 7 WHEREAS, for 78 years, the family-owned Haron Jaguar Land Rover dealership has been a Downtown Fresno staple, serving multiple generations of residents across the San Joaquin Valley; and WHEREAS, Haron Jaguar has been located at the same 2.5-acre Ventura Street location since 1945, when Charles Haron Sr. first started a mechanic’s business, shortening his Armenian last name from Haroothian because he said it was the only way he could get a business license; and WHEREAS, initially a service facility, the Haron business over time became a dealership, selling brands like Alpha Romeo, MG, Standard-Triumph, Fiat, and eventually evolved to become a Jaguar and Land Rover luxury auto dealer with a reputation for excellence and quality; and WHEREAS, while other automotive dealerships moved north along with the city’s population and bigger lots to display cars, Haron could easily have joined the exodus from the downtown core. Instead, they remained committed to Downtown Fresno, moving in 2018 into a newly constructed two-story building encased in glass with dramatic 60-foot photos of Yosemite proudly displayed inside; and WHEREAS, multiple generations of the Haron family have, for decades, remained invested in Downtown Fresno, not only becoming the vanguard of its rebirth, but also a symbol of a steadfast and successful Fresno business that is clearly evident with its successful sale and passing of the torch to new ownership. NOW, THEREFORE BE IT RESOLVED that we, Mayor Jerry Dyer and Members of the Fresno City Council, do hereby proclaim Thursday, December 7, 2023, to be: “Haron Family Legacy 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 December 2023. Honoring the Haron Family Legacy City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1854 Agenda Date:12/7/2023 Agenda #: REPORT TO THE CITY COUNCIL FROM:TODD STERMER, City Clerk Office of the City SUBJECT Public Comment Attachment:Public Comment Received City of Fresno Printed on 12/22/2023Page 1 of 1 powered by Legistar™ 12/07/2023 DISTRIBUTED Mary Quinn From: Sent: To: Cc: Subject: Follow Up Flag: Flag Status: From: Vickie Klassen Clerk Wednesday, December 6, 2023 1 :37 PM Clerk Agendas Clerk FW: Recommend vote for Fresno Quality Project Follow up Flagged Sent: Wednesday, December 06, 2023 11:26 AM To: Garry Bredefeld Miguel Arias District3 Chavez• District? Subject: Recommend vote for Fresno Quality Project External Email: Use caution with links and attachments To Mr. Bredefeld: District 6 ; District2 < ; Mike Karbassi ; District4 Nelson Esparza As you know we are in desperate need of more quality affordable housing in our community. We need this in every pocket of our city. Where I live at the border between 93710 and 93704 there is a constant flow of individuals living on the street in need of safe and suitable housing. I am excited to hear about the City and the State contributing money to the Fresno Quality project on Bullard and Fresno streets which is a partnership between UPholdings, RH Community Builders, and Fresno County Behavioral Health. I highly recommend that you vote to accept the State dollars and keep the project moving forward. I look forward to more projects like this and to your continued proactive leadership around housing! Sincerely, Vickie Klassen 1 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1737 Agenda Date:12/7/2023 Agenda #: 1.-A. REPORT TO THE CITY COUNCIL FROM:TODD STERMER, City Clerk Office of the City Clerk SUBJECT Approval of Minutes for November 16, 2023, Regular Meeting Attachment: Draft Minutes for November 16, 2023, Regular Meeting City of Fresno Printed on 12/22/2023Page 1 of 1 powered by Legistar™ 12/07/2023 GB/NE 7-0 APPROVED ON CONSENT 2600 Fresno Street Fresno, CA 93721 www.fresno.gov City of Fresno Meeting Minutes - Draft City Council President - Tyler Maxwell Vice President - Annalisa Perea Councilmembers: Mike Karbassi, Miguel Angel Arias, Luis Chavez, Garry Bredefeld, Nelson Esparza City Manager - Georgeanne A. White City Attorney - Andrew Janz City Clerk - Todd Stermer, CMC 9:00 AM Council Chambers (In Person and/or Electronic) Thursday, November 16, 2023 Regular Meeting The City Council met in regular session in the Council Chamber, City Hall, on the date and time above written. 9:10 A.M. ROLL CALL Councilmember Nelson Esparza Council President Tyler Maxwell Vice President Annalisa Perea Councilmember Mike Karbassi Councilmember Miguel Angel Arias Councilmember Luis Chavez Councilmember Garry Bredefeld Present:7 - Invocation by Reverend Jose Sanchez from St. Anthony Mary Claret Church. Reverend Jose Sanchez gave the invocation. Pledge of Allegiance to the Flag Councilmember Bredefeld led the Pledge of Allegiance. APPROVE AGENDA City Clerk Stermer announced the following changes to the agenda: Consent Calendar item 1-D (ID 23-1674) regarding Execution of City of Fresno ***Subject to Mayoral Veto Page 1 November 16, 2023City Council Meeting Minutes - Draft Implementing Documents regarding the Downtown Fresno Infrastructure Plan – Staff requested the following changes be read into the record: On numbered paragraph two on page two of the resolution the words “and use” should be stricken. The sentence should read, “[c]ouncil hereby authorizes and directs the City Manager, or designee, to enter into agreements with the State of California to receive state funding for the purposes for which those funds are granted, subject to approval as to form by the City Attorney.” Consent Calendar item 1-P (ID 23-1609) regarding the First Amendment to the Professional Architectural Services Agreement with Temple-Andersen-Moore Architects, LLP– Staff requested the following changes be read into the record: The First Amendment Compensation identified in the First Amendment to the Agreement for Parts 3, 4 and 5 was incorrectly calculated. The correct First Amendment Compensation for Parts 3, 4 and 5 shall be: Part 3: Construction Document Phase (16%) - $9,600 Part 4: Bid Support Phase (24%) - $14,400 Part 5: Construction and Contract Administration (60%) - $36,000 Total Professional Services Fee - $60,000 Consent Calendar item 1-M (ID 23-1578) regarding Actions pertaining to funding provided by the U.S. Department of Housing and Community Development Office of Community Planning and Development (HUD CPD) Councilmember Arias requested the following amendment to the motion be read into the record: • $785,494 for the Knight Avenue Street Improvements will not be reprogrammed. • The remaining money will be reprogrammed so (1) $1,000,000 is for relocation assistance and (2) $794,635 is for land acquisition to develop affordable housing. • Staff is directed to revise all documents as necessary before submitting to City of Fresno ***Subject to Mayoral Veto Page 2 November 16, 2023City Council Meeting Minutes - Draft HUD THE FOLLOWING ITEMS WERE MOVED TO CONTESTED CONSENT FOR FURTHER DISCUSSION: 1-E (ID 23-1317) regarding a consultant services agreement with Magellan Advisors for project design engineering for Last Mile broadband deployment in an amount not to exceed $496,874 – was moved to Contested Consent by Councilmember Arias and Councilmember Karbassi. 1-J (ID 23-1642) regarding Resolution adopting the Measure P Expanded Access to Arts and Culture Grant guidelines. - was moved to Contested Consent by Council President Maxwell, Councilmember Arias, Councilmember Karbassi, and Councilmember Chavez. 1-P (ID 23-1609) regarding the First Amendment to the Professional Architectural Services Agreement with Temple-Andersen-Moore Architects, LLP - was moved to Contested Consent by Council President Maxwell. 1-Y (ID 23-1625) regarding the First Amendment to the Service Agreement with Kochergen Farms Composting, Inc. - was moved to Contested Consent by Councilmember Chavez. 1-BB (ID 23-1604) regarding Actions pertaining to professional consulting services for the Active Transportation Plan Update (Citywide) - was moved to Contested Consent by Council President Maxwell. THE FOLLOWING ITEMS WERE REMOVED FROM THE AGENDA: Consent Calendar item 1-B (ID 23-1576) regarding Resolution amending certain designated positions which shall be subject to the conflict of interest code and defining categories of disclosures for such positions – was removed from the agenda by staff and tabled to December 7, 2023 Consent Calendar item 1-I (ID 23-1638) regarding Actions pertaining to a lease agreement between the City of Fresno and 747 R Street, LLC, a California limited liability company, for the lease of office space located at City of Fresno ***Subject to Mayoral Veto Page 3 November 16, 2023City Council Meeting Minutes - Draft 747 R Street – was removed from the agenda by staff and tabled to December 7, 2023. Consent Calendar item 1-DD (ID 23-1645) regarding Resolution directing the City Manager or Designee to Notify the Council of Any Delays to Existing Citywide and District Projects Caused by New Public Works or Capital Projects, Acceptance of Grant Funds, or the Reprograming of Funds (Subject to Mayor’s Veto) – was removed from the agenda by Council President Maxwell and tabled to no return date. THE FOLLOWING ITEM WAS REQUESTED TO CONTINUE BY THE APPLICANT – Las Hacienda Scheduled Hearing and Matters item 3:00 P.M. (ID 23-1508) regarding actions pertaining to Harmony Communities’ (Harmony or Owner) proposed closure of La Hacienda Mobile Estates – A request was received from the applicant to continue this item to the December 7, 2023, City Council agenda. Upon approval of the agenda, the item was not voted on to be continued and remained on the agenda for discussion. On motion of Councilmember Karbassi, seconded by Vice President Perea, the above agenda was ADOPTED AS AMENDED. The motion carried by the following vote: Aye:Esparza, Maxwell, Perea, Karbassi, Arias, Chavez and Bredefeld 7 - CEREMONIAL PRESENTATIONS ID 23-1577 Proclamation for “School Psychology Month” PRESENTED ID 23-1646 Celebrating Department of Public Works Transportation Awards PRESENTED ID 23-1605 Fresno Animal Center presents “Pet of the Month” PRESENTED COUNCILMEMBER REPORTS AND COMMENTS City of Fresno ***Subject to Mayoral Veto Page 4 November 16, 2023City Council Meeting Minutes - Draft Councilmember Karbassi Reports and Comments: Acknowledged the PARCS Department, highlighting the $1.2 million budget dedicated to enchanting the Herndon Overlook. Acknowledged the Public Works Department for their work on the concrete repair initiative in the Logan Park Neighborhood. Wished everyone a Happy Thanksgiving and gave details about the Operation Goble which will distribute 400 holiday meals to families Vouchers can be found at the Marjorie Mason Center., Pinedale and Nelson Elementary, National Guard, and other nonprofits. Announced the completion of the Veterans Boulevard and gave appreciation to the Public Works Department, the administration, the Council, and project managers for their efforts on the project. Councilmember Arias Reports and Comments: Attended the Assembly Revenue and Taxation Committee for the California Assembly to discuss the recent changes related to the point of origin taxation model. Acknowledged the Mayor’s Office and staff for their support during the preparation of the public testimony given at the community meeting. Acknowledged the Tower Community for their support in a bike and helmet giveaway event, where over 100 helmets were distributed to kids in partnership with Vice President Perea’s office. Acknowledged those who participated in the "pop off and hop on" trolley event in downtown Fresno and requested the City Manager publish the pickup and drop-off schedules for the trolley. Councilmember Chavez Reports and Comments: Wished everyone a Happy Thanksgiving. Acknowledged the Public Works, Police, Fire, and PARCS Department for collective efforts in making it a successful year for the City of Fresno. Acknowledged Sunnyside Diner, churches, nonprofits, and organizations for their partnership in organizing a family turkey giveaway in Southeast Fresno. Announced and discussed the toy drive initiative with plans to expand and pair it with upcoming legislation to lift the ban on cruising in the City of Fresno. Councilmember Bredefeld Reports and Comments: Acknowledged the Heart Team and Police Department for addressing problems related to homelessness, particularly in the Fresno and Nees areas near Highway 41. Addressed the release of the Congressional report on the Reedley Chinese City of Fresno ***Subject to Mayoral Veto Page 5 November 16, 2023City Council Meeting Minutes - Draft bio lab and expressed gratitude to those involved in addressing the issue. Councilmember Esparza Reports and Comments: Attended the Fresno Veterans Day Parade and acknowledged the Fire Department. Attended the Ramona Way block party where Kim and Michael Crowley were honored for hosting the 15th annual block party. Attended Fresno Neighborhood Watch events. Attended an event for a new nonprofit called Casita Feliz, dedicated to serving the LGBTQ community. Council President Maxwell Reports and Comments: Announced the upcoming event on Sunday, November 19, 2023, at 3:30 p.m. will be the third annual Operation Goble located at El Dorado Park and gave appreciation to the partnership of those who gave their contributions. Attended the Senior Center open house and mentioned 30% of the design for the upcoming senior activities were presented for feedback. Discussed the new Fresno Hop trolley services providing quick transportation from Campus Point to the Brewery District. MAYOR/MANAGER REPORTS AND COMMENTS Mayor Dyer Reports and Comments: Announced upcoming “The One Table” event on Saturday, at the Fresno Mission, located at City Center. Discussed a series of meetings with the Palestinian community and Muslim leaders in Fresno. Three meetings have taken place, including one with Jewish community leaders at Fresno State and an invitation was extended for members of the community to meet with his office. City Manager White Reports and Comments: Gave appreciation to the Council, Mayor, and the staff. Acknowledged all city staff and recognized the Employee Services Awards event. Recognized and gave appreciation to the administration staff for their hard work and wished everyone a Happy Thanksgiving. CITY CLERK AND CITY ATTORNEY REPORTS AND COMMENTS City Clerk Stermer Reports and Comments: Announced several vacancies on City of Fresno boards and commissions, with a specific highlight on the Civil Service Board and the Parks, Recreation, and Arts Commission. Provided information about the upcoming election on March 5, 2024, with City of Fresno ***Subject to Mayoral Veto Page 6 November 16, 2023City Council Meeting Minutes - Draft the nomination period opening on November 13th and running through December 8th. Open seats include the Office of the Mayor and Council Districts 2, 4, and 6. Reminded attendees to register to vote. UNSCHEDULED COMMUNICATION Upon call, the following members of the community addressed Council: Carol Goiburn; Yusuf Robinson; Janan Jahar; Layla Darwish; Linda Merson; Filemon Lopez (1-J); Suleiman Algharabli; Gloria Hernandez; Brandi Nuse-Villegas; Hina; Patricia Wells (1-J); Brunette Harris (1-L); Anjum Afshan; Diane Smith (1-M); Yvonne Gordon (1-M); Bobby Parks (1-L); Yaser Amireh; Jaidaa Hussein; Sarah Saier; Hugo Morales (1-J); Abdulkareem Abonofal; Dennis Dulharme (10:10 a.m.); Reza Nekumanesh; Mohsin; Dr. Sohaib Qadri; Hira Sheikh; Manpreet Romana; Lisa Flores; Amy Kitchener (1-J); Dez Martinez; Sadaf Qazi, and Lutfi Escheik. ID 23-1722 Public Comment 1. CONSENT CALENDAR APPROVAL OF THE CONSENT CALENDAR On motion of Councilmember Chavez, seconded by Councilmember Esparza, the CONSENT CALENDAR was hereby adopted by the following vote: Aye:Esparza, Maxwell, Karbassi, Chavez and Bredefeld5 - Absent:Perea and Arias2 - 1.-A.ID 23-1637 Approval of Minutes for November 2, 2023, Regular Meeting, and November 2, 2023, Special Meeting APPROVED ON CONSENT CALENDAR 1.-B.ID 23-1576 RESOLUTION - amending certain designated positions which shall be subject to the conflict of interest code and defining categories of disclosures for such positions The above item was removed from the agenda by staff and tabled to December 7, 2023. TABLED 1.-C.ID 23-1641 Approve the appointments of Fire Battalion Chief Lawrence French to the Fire and Police Retirement Board for a term that is continuous, Paul-Albert City of Fresno ***Subject to Mayoral Veto Page 7 November 16, 2023City Council Meeting Minutes - Draft Marquez to the Active Transportation Advisory Committee for a term ending November 16, 2026, and Sarah Johnston to the Historic Preservation Commission for a term ending June 30, 2027. APPROVED ON CONSENT CALENDAR 1.-D.ID 23-1674 ***RESOLUTION - Authorizing and directing acceptance of state funding to the City of Fresno and execution of implementing documents regarding the Downtown Fresno Infrastructure Plan (Subject to Mayor’s Veto) The following changes were read into the record: On numbered paragraph two on page two of the resolution the words “and use” should be stricken. The sentence should read, “[c]ouncil hereby authorizes and directs the City Manager, or designee, to enter into agreements with the State of California to receive state funding for the purposes for which those funds are granted, subject to approval as to form by the City Attorney.” RESOLUTION 2023-292 ADOPTED AS CORRECTED ON THE RECORD APPROVED ON CONSENT CALENDAR 1.-F.ID 23-1575 Actions pertaining to the Local Immigrant Integration and Inclusion Grant (LIIIG) Program: 1.Authorize the City Manager to accept the $380,650 in grant funding for the Local Immigrant Integration and Inclusion Grant Program from the State of California Governor ’s Office of Business and Economic Development. 2.Authorize the City Manager to execute all related documents for the acceptance, and administration of the Local Immigrant Integration and Inclusion Grant Program. 3.Authorize the City Manager to execute a service agreement between the City of Fresno and the Central Valley Immigrant Integration Collaborative regarding the Local Immigrant Integration and Inclusion Grant Program. 4.***RESOLUTION - Adopt 26th Amendment to the Annual Appropriation Resolution (AAR) No. 2023-185 appropriating $194,900 in fiscal year 2024 for the Local Immigrant Integration and Inclusion Grant Program from the State of California Governor ’s Office of Business and Economic Development (Requires Five Affirmative Votes) (Subject to Mayor’s Veto) RESOLUTION 2023-294 ADOPTED APPROVED ON CONSENT CALENDAR 1.-G.ID 23-1583 Award a requirements contract for municipal fleet motor oils and lubricants City of Fresno ***Subject to Mayoral Veto Page 8 November 16, 2023City Council Meeting Minutes - Draft to Van De Pol Petroleum of Fresno, California for three years, with three optional one-year extensions, for an amount not -to-exceed $134,408 per year plus annual CPI adjustments (Bid File 12400150). APPROVED ON CONSENT CALENDAR 1.-H.ID 23-1606 Approve the award of a cooperative purchase agreement to PB Loader Corporation of Fresno, California, for the purchase of two Model L -250-CT PB Loaders in the amount of $748,158 for the Department of Public Works. APPROVED ON CONSENT CALENDAR 1.-I.ID 23-1638 Actions pertaining to a lease agreement between the City of Fresno and 747 R Street, LLC, a California limited liability company, for the lease of office space located at 747 R Street (Council District 3): 1.Adopt a finding of Categorical Exemption per staff determination, pursuant to Section 15301/Class 1 (Existing Facilities) of the California Environmental Quality Act (CEQA) Guidelines 2.Approve a seven-year lease agreement between the City of Fresno and 747 R Street, LLC, a California limited liability company with three optional one-year extensions in the amount of $800,301.60 annually, with annual increases of 3%, plus the proportionate CAM (Common Area Maintenance) charges at $297,890.04 annually The above item was removed from the agenda by staff and tabled to December 7, 2023. TABLED 1.-K.ID 23-1629 ***RESOLUTION: Adopt the Seventh Amendment to Fiscal Year 2024 Salary Resolution No. 2023-183, amending Exhibit 14, Unit 14, Management Classes (CFMEA) by adding the new classification and providing a monthly salary step plan range for Animal Behaviorist, effective November 20, 2023 (Subject to Mayor’s Veto) RESOLUTION 2023-296 ADOPTED APPROVED ON CONSENT CALENDAR 1.-L.ID 23-1623 Actions pertaining to the HOME Investment Partnerships Program, Community Housing Development Organization, Agreement with Habitat for Humanity Fresno County, Inc. 1.Adopt a finding of Categorical Exemption pursuant to Section 15303/Class 3 of the California Environmental Quality Act (CEQA) Guidelines. 2.Approve a $253,673.00 HOME Investment Partnerships Program, City of Fresno ***Subject to Mayoral Veto Page 9 November 16, 2023City Council Meeting Minutes - Draft Community Housing Development Organization Agreement with Habitat for Humanity Fresno County, Inc ., for the construction of a single-family house at 64 E. Atchison Street in southwest Fresno (Council District 3). APPROVED ON CONSENT CALENDAR 1.-M.ID 23-1578 Actions pertaining to funding provided by the U.S. Department of Housing and Community Development Office of Community Planning and Development (HUD CPD): 1.***RESOLUTION - Adopting Substantial Amendment 2023-02 to the Fiscal Year (FY) 2023-2024 Annual Action Plan and authorizing submission to the U .S. Department of Housing and Urban Development (HUD) to reprogram $2,580,129.32 in Community Development Block Grant (CDBG) funds; and authorizing the City Manager or designee to sign all implementing documents as approved to form by the City Attorney (Subject to Mayor’s Veto) The above item was amended during the changes to the agenda as the following: • $785,494 for the Knight Avenue Street Improvements will not be reprogrammed. • The remaining money will be reprogrammed so (1) $1,000,000 is for relocation assistance and (2) $794,635 is for land acquisition to develop affordable housing. • Staff is directed to revise all documents as necessary before submitting to HUD RESOLUTION 2023-293 ADOPTED AS AMENDED APPROVED ON CONSENT CALENDAR 1.-N.ID 23-1612 Approve the First Amendment to the service contract with Bode Cellmark Forensics, Inc., to increase the contract amount by not to exceed $518,400 to cover the expenses incurred and projected through FY 2024 (Bid File 9616) APPROVED ON CONSENT CALENDAR 1.-O.ID 23-1597 Approve the Third Amendment to the Professional Architectural Service Agreement with O’Dell Engineering Inc ., of Fresno, CA, in the amount of $140,500, increasing the total contract amount to $610,400, with a remaining contingency of $3,500, for professional engineering services to City of Fresno ***Subject to Mayoral Veto Page 10 November 16, 2023City Council Meeting Minutes - Draft provide design and construction support services for the development of accessibility improvement plans for the Play Structure Improvements Project (Council Districts 2, 3, 4, 5, 6 ,7). APPROVED ON CONSENT CALENDAR 1.-Q.ID 23-1602 Approve the First Amendment to the Professional Engineering Services Agreement with Stearns, Conrad and Schmidt Consulting Engineers, of Long Beach, California to expand the scope of services for the design of the Renewable Natural Gas Diversion into Natural Gas Pipeline Project, increasing the total contract amount by $137,356.58, for a total increased contract amount of $360,115.22, with a remaining contingency of $20,000.00, and extend the agreement term from December 30, 2023 to December 31, 2026 (Council District 3 and unincorporated Fresno County). APPROVED ON CONSENT CALENDAR 1.-R.ID 23-1585 Approve Contract Change Order No. 3 with American Paving Company, to increase Contract Time by thirty -five (35) working days, for the Barstow Avenue Class IV Bikeway Project - Project ID PW 00972 (Council District 4). APPROVED ON CONSENT CALENDAR 1.-S.ID 23-1468 Approve an agreement for Professional Engineering Services with Mark Thomas & Company, Inc. for $180,913, with an $18,000 contingency, for Preliminary Engineering services for the Shields Avenue and Van Ness Boulevard Section 130 Railroad Grade Crossing Improvements Project (Council Districts 1 and 7). APPROVED ON CONSENT CALENDAR 1.-T.ID 23-1541 Approve an agreement for professional engineering services with BKF Engineers, Inc. of Walnut Creek, CA for $140,465, with a $17,000 contingency, for design and construction support services for the Herndon Avenue Overlay Project from Valentine Avenue to Marks Avenue (District 2). APPROVED ON CONSENT CALENDAR 1.-U.ID 23-1610 Actions pertaining to the Southwest Green Trail Replacing Cast -In-Place Pipe with Pre-Cast Project (Bid File No. 12400534) (Council District 3): 1.Adopt an Addendum to the previously adopted Mitigated Negative Declaration, Doc. No. E202010000079, dated February 2020, in accordance with Section 15164 of the California Environmental Quality Act (CEQA) Guidelines 2.Award a construction contract in the amount of $369,450 to West City of Fresno ***Subject to Mayoral Veto Page 11 November 16, 2023City Council Meeting Minutes - Draft Valley Construction Company, Inc. of Fresno, California APPROVED ON CONSENT CALENDAR 1.-V.ID 23-1611 Approve the Second Amendment to the Consultant Services Agreement with Sherwood Design Engineers, Inc. of Santa Cruz, California, in the amount of $62,217, for a total increased contract amount of $215,341, with a remaining contingency of $1,799, for professional engineering services for the Southwest Fresno Trail Project (Council District 3). APPROVED ON CONSENT CALENDAR 1.-W.ID 23-1557 Approve a consultant services agreement with Black & Veatch Corporation, for design of Dewatering Cake Pump Improvements at the Fresno-Clovis Regional Wastewater Reclamation Facility for an amount not to exceed $637,686 (Bid File 12400070) (Citywide) APPROVED ON CONSENT CALENDAR 1.-X.ID 23-1618 Actions pertaining to the Fresno -Clovis Regional Wastewater Reclamation Facility raw sewage pump repair (Council District 3): 1.Adopt a finding of Categorical Exemption pursuant to Class 1, set forth in the California Environmental Quality Act (CEQA) Guidelines Sections 15301(b)&(d) (Existing Facilities). 2.*** RESOLUTION - Declare an urgent necessity exemption under the Fresno Charter, Procurement and Competitive Bidding Section 1208(A)(5)(V) for the repair, installation, and commissioning of a rebuilt raw sewage pump at the Fresno -Clovis Regional Wastewater Reclamation Facility by JM Squared Associates, Inc ., in an amount not to exceed $229,517. (Subject to Mayor ’s Veto) (Requires 5 Affirmative Votes) 3.Award a product and service agreement to JM Squared Associates, Inc., in the amount of $229,517, to repair, install, and commission a rebuilt raw sewage pump at the Fresno -Clovis Regional Wastewater Reclamation Facility. RESOLUTION 2023-297 ADOPTED APPROVED ON CONSENT CALENDAR 1.-Z.ID 23-1626 Approve a First Amendment to a product requirements contract with Badger Meter, Incorporated, to increase monetary consideration, for the purchase of water meters, parts, and software technology, in the amount of $1,800,000 for a total contract amount of $7,800,000 (Bid File No. 9546) (Citywide) APPROVED ON CONSENT CALENDAR City of Fresno ***Subject to Mayoral Veto Page 12 November 16, 2023City Council Meeting Minutes - Draft 1.-AA.ID 23-1627 ***RESOLUTION - Amending Resolution 2023-075, declaring an urgent necessity for the preservation of life, health, property and authorizing the City Manager or designee, to enter into agreements without advertised competitive bidding for the emergency repair of the North Avenue sewer trunk main to increase the not to exceed cost from $3,200,000 to $4,200,000. (Requires 5 Affirmative Votes) (Subject to Mayor's Veto ) (Council Districts 3, 5, and Fresno County) RESOLUTION 2023-299 ADOPTED APPROVED ON CONSENT CALENDAR 1.-CC.ID 23-1640 ***BILL B-34 - (Intro’d November 2, 2023) (For Adoption) Amending the uncodified ordinance to adopt changes and additions to the official list of designated special speed zones for various streets within the City of Fresno pursuant to Section 14-1501 of the Fresno Municipal Code (Citywide) (Subject to Mayor’s Veto). BILL B-34 APPROVED / ORDINANCE ADOPTED AS 2023-033 APPROVED ON CONSENT CALENDAR 1.-DD.ID 23-1645 ***Resolution - Directing the City Manager or Designee to Notify the Council of Any Delays to Existing Citywide and District Projects Caused by New Public Works or Capital Projects, Acceptance of Grant Funds or the Reprograming of Funds (Subject to Mayor’s Veto) The above item was removed from the agenda by Council President Maxwell and tabled with no return date. TABLED 1.-EE.ID 23-1661 ***Resolution - Amending the Powers and Duties of the City of Fresno Women’s Commission (Subject to Mayor’s Veto) RESOLUTION 2023-300 ADOPTED APPROVED ON CONSENT CALENDAR CONTESTED CONSENT CALENDAR 1.-E.ID 23-1317 Approve a consultant services agreement with Magellan Advisors for project design engineering for Last Mile broadband deployment in an amount not to exceed $496,874 (RFQ No. 12303131). Councilmember Karbassi moved this item to Contested Consent to discuss planning and preparation phase for Last Mile Broadband deployment in Northwest Fresno. City of Fresno ***Subject to Mayoral Veto Page 13 November 16, 2023City Council Meeting Minutes - Draft Council discussion on this item included: project design and implementation for the connectivity of areas in Northwest Fresno; concerns with errors in the mapping, including misidentifying low-income areas and irrelevant locations; concerns about lack of infrastructure particularly broadband connectivity, at community centers throughout the town; clarification on the number of community centers involved; the status of these community centers in the plan, and the funding challenges for community centers. APPROVED On motion of Councilmember Karbassi, seconded by Councilmember Bredefeld, that the above Action Item be APPROVED. The motion carried by the following vote: Aye:Esparza, Maxwell, Karbassi, Chavez and Bredefeld5 - Absent:Perea and Arias2 - 1.-J.ID 23-1642 RESOLUTION - Adopting the Measure P Expanded Access to Arts and Culture Grant guidelines. Council President Maxwell moved the item to Contested Consent to discuss comprehensive review of the Measure P guidelines, addressing concerns about eligibility, application processes, and specific requirements for funded projects. Council discussion on this item included: the definition of cultural arts, the self-identification process for organizations on Form 990, and the fixed timeframe for grant applications; the role of the Parks, Recreation, and Arts Commission; eligibility criteria related to organizations receiving funds through the city's budget line item; and concerns; application process and redline edits; location requirements for funded projects and discounts for city residents. Council President Maxwell motioned to approve the Measure P guidelines with specific amendments. The proposed changes include omitting the line item language, eliminating questions for emerging artists, providing flexibility for art pieces to travel outside Fresno, and granting a one-year extension to develop a plan for offering discounts to city residents and be considered for revision on December 7, 2023. City of Fresno ***Subject to Mayoral Veto Page 14 November 16, 2023City Council Meeting Minutes - Draft RESOLUTION 2023-295 ADOPTED AS AMENDED On motion of Council President Maxwell, seconded by Councilmember Karbassi, that the above Action Item be ADOPTED AS AMENDED. The motion carried by the following vote: Aye:Esparza, Maxwell, Karbassi, Arias, Chavez and Bredefeld6 - Absent:Perea1 - 1.-P.ID 23-1609 Approve the First Amendment to the Professional Architectural Services Agreement with Temple-Andersen-Moore Architects, LLP, in the amount of $60,000, increasing the total contract amount to $187,880, with a remaining contingency of $10,000, due to increased scope of services for the Paul “Cap” Caprioglio Community Center Remodel Project (Council District 4) The following changes were read into the record during changes to the agenda: The First Amendment Compensation identified in the First Amendment to the Agreement for Parts 3, 4 and 5 was incorrectly calculated. The correct First Amendment Compensation for Parts 3, 4 and 5 shall be: Part 3: Construction Document Phase (16%) - $9,600 Part 4: Bid Support Phase (24%) - $14,400 Part 5: Construction and Contract Administration (60%) - $36,000 Total Professional Services Fee - $60,000 Council President Maxwell moved this item to Contested Consent to discuss the reasons for project delays, exploring alternative options, and seeking clarification on the scope and timeline of the Community Center remodel project. Council discussion on this item included: The scope of the project, specifically regarding the Community Center remodel project and the improvements outlined in the amendment; infrastructure issues at the north building that led to its temporary closure and the need for long-term repairs; completion date for the south building; the need to repackage the plan and if the improvements for the north building could be packaged separately to City of Fresno ***Subject to Mayoral Veto Page 15 November 16, 2023City Council Meeting Minutes - Draft expedite the opening of the south building; exploring other options and possibilities; a suggestion to make temporary repairs to the south building; addressed concerns were with the delays in various projects, and expressed a wish for expedited progress. APPROVED AS CORRECTED On motion of Council President Maxwell, seconded by Councilmember Karbassi, that the above Action Item be APPROVED AS AMENDED. The motion carried by the following vote: Aye:Esparza, Maxwell, Karbassi, Chavez and Bredefeld5 - Absent:Perea and Arias2 - 1.-Y.ID 23-1625 Actions pertaining to the First Amendment to the Service Agreement with Kochergen Farms Composting, Inc., to comply with Senate Bill 1383 Short-Lived Climate Pollutants (citywide): 1.RESOLUTION - Adopt findings pursuant to California Environmental Quality Act (CEQA) Guidelines Sections 15091 and 15093 as required for Responsible Agencies by California Environmental Quality Act (CEQA) Guidelines Section 15096 for Senate Bill 1383 Regulations Short-Lived Climate Pollutants: Organic Waste Methane Emission Reduction 2.Approve the First Amendment to the Service Agreement related to receiving and processing of organic waste with Kochergen Farms Composting, Incorporated Councilmember Chavez moved this item to Contested Consent to discuss the city's plans in implementing composting programs in line with Senate Bill 1383. Council discussion on this item included: Plans for compliance with Senate Bill 1383; current processing volume for City of Fresno; anticipated volume increase and participation percentage; current capacity and plans to expand; ongoing negotiations with West Coast Waste; confirmation that the city would handle the educational component of compliance; approval of the outreach plan; comparison with other cities and their programs, including incentives, and the expectations from composting programs and the observation that recycling may not have met initial expectations. RESOLUTION 2023-298 ADOPTED City of Fresno ***Subject to Mayoral Veto Page 16 November 16, 2023City Council Meeting Minutes - Draft On motion of Councilmember Chavez, seconded by Councilmember Karbassi, that the above Action Item be ADOPTED. The motion carried by the following vote: Aye:Esparza, Maxwell, Karbassi, Chavez and Bredefeld5 - Absent:Perea and Arias2 - 1.-BB.ID 23-1604 Actions pertaining to professional consulting services for the Active Transportation Plan Update (Citywide): 1.Approve a Professional Consultant Services Agreement with TJKM Transportation Consultants, in the amount not to exceed $398,000. Council President Maxwell moved this item to Contested Consent to discuss the scope of services, the percentage of project design, and the process of identifying and approving specific projects. Council discussion on this item included: Clarification on the routine nature of updating the Active Transportation Plan every five years; the inclusion of preparing 30% design preliminary engineering plans for three high-priority Active Transportation projects within the scope of services; identification of the three projects; percentage of the project design; concerns about approving the contract without knowing the specific projects; Councils inclusion in project identification; and process, especially regarding traffic safety priorities; timing of the projects; and a caveat that the list of identified projects would come back to the council for approval. Council President Maxwell motioned to approve with the list to come back to Council for approval. Councilmember Esparza seconded the motion. APPROVED AS AMENDED On motion of Council President Maxwell, seconded by Councilmember Esparza, that the above Action Item be APPROVED. The motion carried by the following vote: Aye:Esparza, Maxwell, Karbassi and Bredefeld4 - Absent:Perea, Arias and Chavez3 - 2. SCHEDULED COUNCIL HEARINGS AND MATTERS 10:05 A.M. (CONTINUED TO DECEMBER 14, 2023, AT 10:05 AM) City of Fresno ***Subject to Mayoral Veto Page 17 November 16, 2023City Council Meeting Minutes - Draft ID 23-1639 HEARING for Consideration of Text Amendment Application No . P23-01018 and related Environmental Finding for Environmental Assessment No. P23-01018, amending Section 15-2009 of the Fresno Municipal Code, relating to Zone Districts where razor wire fencing is permitted. 1.ADOPTION of a finding set forth in Environmental Assessment No. P23-01018, that Text Amendment Application No. P23- 01018 is exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15303/Class 3. 2.BILL (for introduction) amending Chapter 15 of the Fresno Municipal Code Section 15-2009, relating to the Zone Districts where razor wire fencing is permitted. The above item was removed from the agenda by staff and tabled to December 14, 2023, at 10:05 A.M. TABLED 10:10 A.M. ID 23-1522 Consideration of an appeal filed regarding Conditional Use Permit Application No. P23-00244 and related Environmental Assessment for property located at 3045 West Bullard Avenue on the southwest corner of West Bullard and North Marks Avenues (Council District 2). 1.ADOPT Environmental Assessment No. P23-00244, dated July 1, 2023, a determination that the proposed project is exempt from the California Environmental Quality Act (CEQA) through a Section 15301/Class 1 Categorical Exemption. 2.DENY the appeal and UPHOLD the action of the Planning Commission to approve Conditional Use Permit Application No . P23-00244 authorizing the extension of the hours of operation for an existing restaurant with alcohol sales with a State of California Alcoholic Beverage Control (ABC) Type 47 alcohol license (On-Sale General - Eating Place), subject to the Conditions of Approval dated October 4, 2023, as amended by the Planning Commission. The above hearing was called to order at 3:00 p.m. and was introduced to Council by Planning Manager Siegrist and Applicant Attorney Richard Lima. Upon call, the following members of the public addressed Council who were in favor of the item: James Barr; Tim Lowe; Mike Alexander; Sandy Renteria; John Clifton; Anthony Martinez; Gary Miller; Bill Clifton; James Castro; unknown speaker, and Lisa Flores. Upon call the there was no City of Fresno ***Subject to Mayoral Veto Page 18 November 16, 2023City Council Meeting Minutes - Draft opposition to the item and the public comment period closed at 3:41 p.m. Council discussion on this item included: The current status of the business; the current operating hours; potential impacts on public safety and the history of service calls; potential violations of the current conditions of use permit, and contract policing services. Councilmember Karbassi motioned to uphold the appeal with the modification that the business can continue to operate under its current conditional use permit (CUP) conditions without any changes. Council Member Bredefeld seconds the motion. APPROVED On motion of Councilmember Karbassi, seconded by Councilmember Bredefeld, that the above Action Item be APPROVED. The motion carried by the following vote: Aye:Esparza, Maxwell, Karbassi, Arias, Chavez and Bredefeld6 - Absent:Perea1 - 3:00 P.M. ID 23-1508 Actions pertaining to Harmony Communities’ (Harmony or Owner) proposed closure of La Hacienda Mobile Estates: 1.HEARING to consider sufficiency of Conversion Impact Report and Relocation Plan. 2.RESOLUTION - Rejecting the Conversion Impact Report and Relocation Plan for the Proposed Closure of La Hacienda Mobile Estates Under Government Code 65863.7. The above item was called to order at 4:48 p.m. and was introduced to Council by Senior Deputy City Attorney Papazian and Applicant Attorney Jason Dilday. Upon call, the following members of the public spoke in opposition of the item: Patricia Shawn; Unknown Speaker; Maria Montellano; Teresa Jaimes; Alicia; Alejandro Bautista; Leticia Casillas; Victoria; Brandi Nuse-Villegas; David Willis; Kim Sands; Mariah Thompson; Patricia Van Dyke, and Lisa Flores. Upon call, there was no members of the public in favor of the item. The public comment period closed at 5:45 p.m. City of Fresno ***Subject to Mayoral Veto Page 19 November 16, 2023City Council Meeting Minutes - Draft Council discussion on the item included: the acknowledgment of the displaced residents and concerns with the impact report. Councilmember Bredefeld motioned to adopt the resolution rejecting the conversion impact report and relocation plan for the proposed closure of La Hacienda Mobile Estate. RESOLUTION 2023-301 ADOPTED On motion of Councilmember Bredefeld, seconded by Councilmember Karbassi, that the above Action Item be ADOPTED. The motion carried by the following vote: Aye:Esparza, Maxwell, Karbassi, Arias, Chavez and Bredefeld6 - Absent:Perea1 - 3. GENERAL ADMINISTRATION 4. CITY COUNCIL 5. CLOSED SESSION During open session, City Attorney Janz announced the items that would be discussed in closed session. Council withdrew to closed session at 1:30 p.m. 5.-A.ID 23-1679 CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) Veronica A. Flores v. City of Fresno, et al.; Fresno Superior Court Case No.: 20CECG01711 The above item was discussed in closed session. There were no open session announcements regarding this item. DISCUSSED 5.-B.ID 23-1648 PUBLIC EMPLOYEE PERFORMANCE EVALUATION 1.Government Code Section 54957(b): consider the appointment, employment, evaluation of performance, discipline, or dismissal of a public employee. City of Fresno ***Subject to Mayoral Veto Page 20 November 16, 2023City Council Meeting Minutes - Draft Title: City Attorney 2.Government Code Section 54957.6: conference with labor negotiator . City Negotiator: Council President Tyler Maxwell. Unrepresented Employee: City Attorney The above item was discussed in closed session. There were no open session announcements regarding this item. DISCUSSED ADJOURNMENT City Council adjourned from open session at 5:58 p.m. City of Fresno ***Subject to Mayoral Veto Page 21 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1600 Agenda Date:12/7/2023 Agenda #: 1.-B. REPORT TO THE CITY COUNCIL FROM:TODD STERMER, City Clerk Office of the City Clerk SUBJECT Approval of City Council Meeting Schedule for Calendar Year 2024. Attachment: Proposed 2024 City Council Meeting Schedule City of Fresno Printed on 12/22/2023Page 1 of 1 powered by Legistar™ 12/07/2023 GB/NE 7-0 APPROVED ON CONSENT PROPOSED 2024 CITY COUNCIL MEETING SCHEDULE January 4, 2024 NO MEETING February 1, 2024 9:00 A.M.March 7, 2024 9:00 A.M. January 11, 2024 9:00 A.M.February 8, 2024 NO MEETING March 14, 2024 NO MEETING January 18, 2024 9:00 A.M.February 15, 2024 NO MEETING March 21, 2024 9:00 A.M. January 25, 2024 NO MEETING February 22, 2024 9:00 A.M. March 28, 2024 NO MEETING February 29, 2024 NO MEETING April 4, 2024 9:00 A.M.May 2, 2024 9:00 A.M.June 6, 2024 9:00 A.M. April 11, 2024 NO MEETING May 9, 2024 NO MEETING June 13, 2024 9:00 A.M. April 18, 2024 9:00 A.M. May 16, 2024 Special Meeting - Mayor's Budget Presentation June 20, 2024 9:00 A.M. April 25, 2024 NO MEETING May 23, 2024 9:00 A.M.June 27, 2024 9:00 A.M. May 30, 2024 NO MEETING July 4, 2024 NO MEETING August 1, 2024 NO MEETING September 5, 2024 NO MEETING July 11, 2024 NO MEETING August 8, 2024 NO MEETING September 12, 2024 9:00 A.M. July 18, 2024 NO MEETING August 15, 2024 9:00 A.M.September 19, 2024 NO MEETING July 25, 2024 9:00 A.M.August 22, 2024 NO MEETING September 26, 2024 9:00 A.M. August 29, 2024 9:00 A.M. October 3, 2024 NO MEETING November 7, 2024 9:00 A.M.December 5, 2024 9:00 A.M. October 10, 2024 9:00 A.M.November 14, 2024 NO MEETING December 12, 2024 9:00 A.M. October 17, 2024 NO MEETING November 21, 2024 9:00 A.M.December 19, 2024 NO MEETING October 24, 2024 NO MEETING November 28, 2024 NO MEETING December 26, 2024 NO MEETING October 31, 2024 9:00 A.M. January 9, 2025 9:00 A.M. Reserved for final vote on budget, if needed: June 27, 2024 JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER ********************************** ********************************** JANUARY 2025 BUDGET DATES Budget hearings: June 3, 4, 5, and 6, 2024, at 9:00 A.M. Vote on budget motions: June 12, 2024, at 9:00 A.M. Vote on final budget: June 20, 2024 Approved by City Council on December XX, 2023. Subject to change. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1701 Agenda Date:12/7/2023 Agenda #: 1.-C. REPORT TO THE CITY COUNCIL FROM:TODD STERMER, City Clerk Office of the City Clerk BY:BRIANA PARRA, Assistant City Clerk Office of the City Clerk SUBJECT RESOLUTION - amending certain designated positions which shall be subject to the conflict of interest code and defining categories of disclosures for such positions RECOMMENDATION Staff recommends adopting the resolution to amend designated filing positions within the conflict of interest code to comply with the Political Reform Act of 1974 (Act). EXECUTIVE SUMMARY The Act prohibits public officials from using their official positions to influence governmental decisions in which they have a financial interest. Every state and local agency must adopt a conflict of interest code that identifies all officials and employees within the agency who make governmental decisions based on the positions they hold. The individuals in the designed positions must disclose their financial interests as specified in the agency’s conflict of interest code. It is essential and legally required that an agency’s conflict of interest code reflects the current structure of the agency and properly identifies all officials and employees who should be filing out a Form 700. To ensure the codes remain current and accurate, each agency is required to review its conflict of interest code at least every other year. The amendments proposed by this resolution will ensure the conflict of interest code for the City of Fresno and the Successor Agency to the Redevelopment Agency will reflect any structural changes and / or new positions created since the previous update to the code. BACKGROUND The previous update to the conflict of interest code was adopted December 15, 2022, as City Council Resolution 2022-285 / Successor Agency Resolution SA-50. Since the adoption of the last update, staff positions have changed, and the structure of the agency has been modified with the creation of the Animal Center and Capital Projects Department. To comply with the Act, these changes must be incorporated into the conflict of interest code to keep it current. Staff in each department have identified the applicable changes and submitted them for inclusion in the proposed amendment. A City of Fresno Printed on 12/1/2023Page 1 of 2 powered by Legistar™ 12/07/2023 REMOVED TO 12-14-2023 BY STAFF. NEW FILE ID 23-1797 File #:ID 23-1701 Agenda Date:12/7/2023 Agenda #: 1.-C. redline version of the change have been attached as Exhibit “A.” ENVIRONMENTAL FINDINGS - NA LOCAL PREFERENCE - NA FISCAL IMPACT - NA Attachment: Exhibit “A” - Designated Positions Redline Exhibit “B” - Resolution with Clean Designated Positions City of Fresno Printed on 12/1/2023Page 2 of 2 powered by Legistar™ EXHIBIT A Designated Positions Redline EXHIBIT A AIRPORTS DEPARMENT DESIGNATED POSITIONS Director of Aviation Acoustic Program Coordinator Airports Administrative Manager Airports Airside/Landside Superintendent Airports Business Manager Airports Facilities Manager Airports Marketing and Public Relations Coordinator Airports Operations Manager Airports Operations Supervisor Airports Personnel Manager Airports Planning Manager Airports Project Supervisor Airports Properties Manager Airports Properties Supervisor Airports Public Safety Manger Airports Safety Management Systems Manager Assistant Director of Aviation Capital Development Specialist Executive Assistant to the Director Property Specialist CATEGORY I, II, 111 I, 11,111 1,11,111 I, II, 111 1,11,111 I, 11,111 I, 11,111 I, 11,111 1,11,111 I, 11,111 I, 11,111 1,11,111 I, II, 111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 I, II, 111 I, II I, 11,111 EXHIBIT B ANIMAL CENTER DESIGNATED POSITIONS Director Animal Center Supervisor Animal Programs Coordinator Assistant Director Business Manager Community Coordinator Division Manager Personnel Manager Registered Veterinary Technician Senior Management Analyst Veterinarian CATEGORY 1/11/111 1/11 1/11 1/11/111 1/11/111 1/11 1/11/111 1/11/111 1/11 1/11/111 1/11/111 EXHIBIT C BUDGET & MANAGEMENT STUDIES DIVISION DESIGNATED POSITIONS Director Budget Manager Principal Budget Analyst Senior Budget Analyst CATEGORY I, II, 111 I, 11,111 I, 11,111 I, II, 111 EXHIBIT D CITY ATTORNEY'S OFFICE DESIGNATED POSITIONS City Attorney Assistant City Attorney Assistant Law Office Manager Chief Assistant City Attorney City Attorney Investigator Deputy City Attorney 11 Deputy City Attorney Ill Executive Assistant Law Clerk Law Office Manager Paralegal Senior Deputy City Attorney I Senior Deputy City Attorney II Senior Deputy City Attorney Ill Senior Paralegal Supervising Deputy City Attorney Supervising Paralegal CODE ENFORCEMENT DESIGNATED POSITIONS Accountant/Auditor II Associate Environmental & Safety Consultant Business Manager Community Coordinator Community Outreach Specialist Community Revitalization Specialist Community Revitalization Specialist II Community Revitalization Specialist 111 Community Revitalization Technician Housing and Neighborhood Revitalization Manager Housing Program Supervisor Senior Community Revitalization Specialist Senior Management Analyst CATEGORY 1,11,111 I, 11,111 I, 11,111 I, II, 111 I, II, 111 I, 11,111 I, II, 111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 1,11,111 I, 11,111 I, II, 111 1,11,111 I, 11,111 CATEGORY I, 11,111 I, 11,111 I, 11, Ill I, II, 111 I, II, 111 I, 11,111 I, II, 111 I, 11,111 1,11,111 I, II, 111 I, 11,111 I, 11,111 I, 11,111 EXHIBIT E OFFICE OF THE CITY CLERK DESIGNATED POSITIONS CATEGORY City Clerk I, 11,111 CENTRAL PRINT DIVISION DESIGNATED POSITIONS CATEGORY Central Print Supervisor I, II EXHIBIT F CITY COUNCIL DESIGNATED POSITIONS Council members Chief of Staff Council Assistant Executive Assistant to City Council CATEGORY I, 11,111 1,11,111 I, 11,111 I, 11,111 EXHIBIT G OFFICE OF THE MAYOR DE SIG NA TED POSITIONS Mayor Assistant Director - (*Communications Director*) Chief of Staff to the Mayor Community Coordinator Community Coordinator - (* Assistant Communications Director*) Council Assistant - (*Deputy Chief of Staff*) Deputy Mayor/Assistant Director Government Affairs Manager Emergency Manager *These positions have been assigned a different name then the SAR/ PAR* CATEGORY I, 11,111 I, 11,111 I, 11,111 I, 11,111 1,11,111 1,11,111 +;+I.I-I+ I, II, 111 I, 11,111 CITY MANAGER'S OFFICE DESIGNATED POSITIONS City Manager Assistant City Manager Business Manager Community Coordinator Deputy City Manager Independent Administrative Hearing Officer Independent Reviewer Temporary Hearing Officer CATEGORY 1,11,111 I, II, 111 � 1,11,111 I, II, 111 I, 11,111 I, 11,111 I, 11,111 EXHIBIT H ECONOMIC DEVELOPMENT DEPARTMENT DESIGNATED POSITIONS Director Assistant Director Economic Development Coordinator CATEGORY I, 11,111 I, 11,111 I, 11,111 EXHIBIT I FINANCE DEPARTMENT DESIGNATED POSITIONS Finance Director Controller Accountant-Auditor II Administrative Manager Assistant Controller Business Manager Executive Assistant to the Director Internal Auditor Management Analyst II Payroll Accountant Payroll Manager Principal Accountant Principal Internal Auditor Project Liaison/Program Administrator Revenue Manager Revenue Supervisor Senior Accountant-Auditor Senior Management Analyst Tax/Permit Inspector Treasury Officer PURCHASING DIVISION DESIGNATED POSITIONS Procurement Specialist Purchasing Manager Senior Procurement Specialist CATEGORY I, 11,111 I, II I, II I, 11,111 I, 11,111 I, II I, II, 111 I, II 1,11,111 I, 11,111 I, II I, II, 111 I, 11,111 I, II I, 11,111 I, II I, 11,111 I, 11,111 I, II CATEGORY EXHIBIT J FIRE DEPARTMENT DESIGNATED POSITIONS Fire Chief Business Manager Deputy Fire Chief Division Manager Emergency Manager Fire Administrative Battalion Chief (Includes administrative and field Battalion Chief) Fire Prevention Engineer Fire Prevention Inspector 1/11 Investigation Unit Supervisor Project Manager Senior Fire Prevention Inspector Senior Management Analyst Senior Storekeeper Supervising Fire Prevention Inspector Personnel Manager CATEGORY I, 11,111 I, II, 111 I, 11,111 I, 11,111 I, 11,111 I, II, 111 I, 11,111 I, 11,111 I, II, 111 I, II, 111 I, 11,111 1,11,111 I, II I, 11,111 I,II,III EXHIBIT K GENERAL SERVICES DEPARTMENT DESIGNATED POSITIONS Director Administrative Manager Automotive Parts Lead Worker Automotive Parts Specialist Business Manager Capital De 1-1elopment Specialist Chief of Facilities Maintenance Disadvantaged Business Enterprise Coordinator Equipment Supervisor Executive Assistant Facilities Manager Fleet Manager Fleet Operations Specialist Management Analyst 1/11 Personnel Manager Procurement Specialist Procurement Supervisor Project Manager Property Specialist 1/11 Purchasing Manager Senior Engineering Technician Senior Management Analyst Senior Procurement Specialist Small Business Enterprise Coordinator Storekeeper CATEGORY I, 11, Ill I, II, Ill I, II I, II � � I, II, Ill I, II I, II I, 11, 111 I, 11, Ill I, 11, Ill I, II I, II I, II I, II I, II, 111 I, 11,111 I, II, Ill I, 11, Ill I, II I, 11, 111 I, II I, II +,U EXHIBIT L INFORMATION SERVICES DEPARTMENT DESIGNATED POSITIONS Chief Information Officer Administrative Manager Call Center Supervisor Communications Manager Cyber Security Manager Division Manager Information Se rvices Assistant Director Information Services Division Manager Information Services Supervisor Information Services Manager Senior Management Analyst Senior Programmer Analyst Project Liaison/Program Administrator CATEGORY I, II I, II I, II i,# I, II � I, II i,# I, II I, II I, II I, II I, II EXHIBIT M PARKS, AFTER SCHOOL, RECREATION, AND COMMUNITY SERVICES (PARCS) DESIGNATED POSITIONS Director Accountant -Auditor II Assistant Director Business Manager Capital Dei.1elopment Specialist Community Coordinator Community Outreach Specialist Community Services and Recreation Supervisor Division Manager Executive Assistant to the Director Management Analyst 1/11 Operations Manager Parks Supervisor 1/11 Personnel Manager Program Manager Projects Administrator Recreation Manager Senior Accountant -Auditor Senior Management Analyst Training Officer CATEGORY I, 11, Ill I, 11,111 I, 11,111 I, 11,111 M+.-m I, II, 111 1,11,111 I, 11,111 1,11,111 I, 11,111 I, 11,111 I, II, 111 I, 11,111 I, II, 111 I, 11,111 I, II, 111 � I, II, 111 I, 11,111 I, II, 111 EXHIBIT N PERSONNEL SERVICES DEPARTMENT DE SIG NA TED POSITIONS Director Assistant Director Chief Labor Negotiator Human Resources Manager Principal Labor Relations/Risk Analyst Project Liaison/Program Administrator Senior Human Resources/Risk Analyst CATEGORY 1,11,111 I, 11,111 1,11,111 I, 11,111 I, II, 111 RISK MANAGEMENT DIVISION/SERVICES DESIGNATED POSITIONS Risk Analyst Senior Human Resources/Risk Analyst CATEGORY I, 11,111 I, 11,111 I,II,III I,II,III EXHIBIT 0 PLANNING AND DEVELOPMENT DEPARTMENT DESIGNATED POSITIONS Director Aocount Auditor II Administrative Manager Architect Assistant Director Associate Electrical Safety Consultant 1,11 Associate Environmental and Safety Consultant I, 11 Associate Plumbing and Mechanical Consultant 1,11 Building Inspector 1,11, Ill Building Services Manager Business Manager Chief Engineering Technician Commercial Building Inspector Community Coo rdinator Community Outreach Specialist Community Revitalization Specialist Community Revitalization Technician Consultant Contract Compliance Officer Development Services Coordinator Division Manager Economic Development Coordinator Engineer I Engineer II Executive Assistant to the Director Fire Prevention Inspector 11 Grant Writer Historic Prevention Specialist Housing and Neighborhood Revitalization Manager Housing Program Supervisor Housing Rehabilitation Specialist Licensed Engineer Manager Licensed Professional Engineer Management Analyst 11 Parking Supervisor Personnel Manager CATEGORY 1,11,111 W+i I, 11,111 I, 11,111 1,11,111 I, 11,111 1,11,111 I, II, 111 I, 11,111 I, 11,111 I, 11,111 1,11,111 1,11,111 I, 11,111 I, 11,111 I, 11,111 1,11,111 1,11,111 1,11,111 I, 11,111 I, 11,111 I, II, 111 I, 11,111 1,11,111 I, 11, Ill I, II, 111 1,11,111 I, 11,111 I, 11, Ill I, II, 111 1,11,111 I, 11,111 1,11,111 I, II, 111 I, 11,111 1,11,111 EXHIBIT P POLICE DEPARTMENT DESIGNATED POSITIONS Police Chief Administrative Manager Background Investigator Business Manager Community Outreach Specialist (Deputy Officer) Crime Scene Investigation Bureau Manager Deputy Police Chief Executive Assistant to the Director Information Services Manager Personnel Manager Police Captain Police Lieutenant Records Manager CATEGORY I, II, 111 I, II I, 11,111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 I, II, 111 I, II I, 11,111 I, 11,111 I, 11,111 I, II, 111 EXHIBIT Q CAPITAL PROJECTS DEPARTMENT DESIGNATED POSITIONS Director Assistant Director Business Manager Chief Engineering Inspector Chief Engineering Technician Chief Surveyo r Construction Co mpli ance Specialist Contract Compliance Officer Engineer 1/11 Engineering Inspector 1/11 Executive Assistant Licensed Engineer Manager Licensed Professional Engineer Management Analyst 1/11 Personnel Manager Project Manager Projects Admini strator Senior Engineering Inspector Senior Management Analyst Senior Project Ma nager Senior Real Estate Agent Supervising Engineer Technician Supervising Real Estate Agent Survey Party Chief CATEGORY I, II, 111 I, 11, 111 I, II, 111 I, 11, 111 I, 11, 111 I, 11, 111 I, 11, 111 I, 11, 111 I, 11, 111 I, II 111 I , II, II I, II, 111 I, 11, 111 I, 11, 111 I, II, 111 I 11, 111 I, II, 111 I, 11, 111 I, 11, 111 I, II, 111 I, 11, 111 I, II I, 11, 111 I, II, 111 EXHIBIT R DEPARTMENT OF PUBLIC UTILITIES DESIGNATED POSITIONS Director of Public Utilities Assistant Director of Public Utilities Beautify Fresno, Project Liaison/Program Administrator Business Manager Community Coordinator Engineer 1/11 Executive Assistant to Department Director Personnel Manager Planner CATEGORY I, 11,111 1,11,111 1,11,111 I, 11,111 I, II, 111 I, II, 111 1,11,111 1,11,111 1,11,111 I, 11,111 1,11,111 1,11,111 1,11,111 I, 11,111 I, 11,111 1,11,111 I, 11,111 I, 11,111 I, 11,111 1,11,111 I, II, 111 I, II, 111 I, 11,111 I, 11,111 I, 11, Ill I, 11,111 I, 11,111 I, 11,111 I, 11,111 I, II, 111 I, 11,111 Capital Development _____________________________Specialist _ _ Chief Engineering ________________________Technician Licensed Professional Engineer Program Manager Project Manager Public Utilities Manager Licensed Engineer Manager Senior Accountant-Auditor Senior ___________________Management Analyst Senior Plans Examiner Senior Storekeeper Solid Waste Manager Supervising Engineer Technician Supervising P______________________________rofessional Engineer Wastewater Environmental Supervisor Wastewater Manager Wastewater Operations Supervisor Wastewater System Supervisor Water Conservation Supervisor Water Manager Water System Supervisor Water/Wastewater Manager - Certified EXHIBITS PUBLIC WORKS DEPARTMENT DESIGNATED POSITIONS Director Accounting Technician ADA Coordinator Assistant Director Business Manager Capital De v elopment Specialist Chief Engineering Inspector Chief Engineering Technician Chief Surveyor Comm unity Coordinator Community Outreach Specialist Cons truction Compliance Specialist Contract Compliance Officer DBE Coordinator Deputy City Engineer Division Manager Engineer 1/11 Engineering Inspector 1/11 Executive Assistant Forestry Supervisor 1/11 Graffiti Abatement Manager Landscape Maintenance Superintendent Licensed Professional Engineer Management Analyst 1/11 Parks Supervisor 1/11 Personnel Manager Program Manager Project Liaison/Program Administrator Project Manager Public Works Administrative Manager Public Works Manager Senior Accountant -Auditor Senior Engineering Inspector Senior Engineering Technician Senior Management Analyst Senior Real Estate Agent Street Maintena nce Manager Street Maintenance Superintendent Street Maintenance Supervisor CATEGORY I, II, 111 I, 11,111 I, II, 111 I, II, 111 I, II, 111 +,U,m I, II, 111 I, 11,111 I, 11,111 I, II, 111 +,U,m w,w 81,m I, II, 111 I, II, 111 I, II, 111 I, II, 111 I, II I, II, 111 1,11,111 I, II, 111 I, II, 111 I, II, 111 I, II, 111 I, II, 111 I, II, 111 I, II, 111 I, II, 111 1,11,111 I, 11,111 I, 11,111 I, II, 111 1,11 I, 11,111 � � I, 11,111 I, II EXHIBIT T REDEVELOPMENT AGENCY DESIGNATED POSITIONS Executive Director Financial Officer Project Manager Consultants (as determined by Executive Director)* *Consultant shall be included in the list of designated employees and shall disclose pursua nt to the broadcast disclosure category in the code subject to the following limitations. The Executive Director may determine in writing that a particular consultant, although a designated position, is hired to perform a range of duties that is limited to scope and thus is not required to fully comply with the disclosure requirements described in this section. Such written dete rmination shall include a description of the consultant's duties and, based upon that description, a statement of the extent of disclosure requirements. The Executive Director's determination is a public record and shall be retained for public inspection in the same manner and location as a conflict of interest code. CATEGORY I, 11,111 I, II, 111 I, II, 111 EXHIBIT U RETIREMENT OFFICE DESIGNATED POSITIONS Assistant Retirement Administrator - Chief of Financial Services Assistant Retirement Administrator - Chief of Member Services Consultant Investment Officer Retirement Accounting Manager Retirement Administrator Retirement Benefits Manager Senior Accountant - Auditor CATEGORY I, 11,111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 1,11,111 1,11 1,11 EXHIBIT V TRANSPORTATION (FAX) DESIGNATED POSITIONS Director of Transportation Administrative Manager Assistant Director of Transportation Business Manager Capital Development Specialist Chief of Facilities Community Coordinator Division Manager Equipment Supervisor (Acquisition) Equipment Supervisor (In charge of purchasing) Equipment Supervisor (Parts) Executive Assistant to Director Fleet Manager Fleet Operations Specialist Information Services Supervisor Personnel Manager Planning Manager Project Manager Projects Administrator Senior Management Analyst Transit Operations Manager Transit Supervisor II CATEGORY I, 11,111 I, II, 111 I, II, 111 I, 11,111 � I, 11,111 I, II, 111 I, 11,111 I, II, 111 1,11,111 I, II, 111 I, II, 111 I, II, 111 I, II, 111 I, II, 111 I, II, 111 I, II, 111 I, 11,111 I, II, 111 I, II, 111 I, 11,111 I, 11,111 EXHIBIT W CONSULT ANTS DESIGNATED POSITIONS Retirement Investment Consultant Contract Consultants (As determined by the City Manager) Attorney Legal Counsel ( 1) Portfolio Manager (2) *Consultant shall be included in the list of designated employees and show disclose pursuant to the broadcast disclosure category in the code subject to the following limitations: The City Manager may determine in writing that a particular consultant, although a designated position, is hired to perform a range of duties that is limited to scope and thus is not required to fully comply with the disclosure the requirements described in this section. Such written determination shall include a description of the consultant's duties and, based upon that description, a statement of the extent of disclosure requirements. The City Manager's determination is a public record and shall be retained for public inspection in the same manner and location as the conflict of interest code. CATEGORY I, 11,111 1,11,111 I, 11,111 I, 11,111 1,11,111 EXHIBIT X MEMBERS OF BOARDS, COMMISSIONS, AND SIMILAR BODIES DESIGNATED POSITIONS Anti Displacement Task Foree (Dissolved 11-30-2022) Bicycle and Pedestrian Advisory Commission Now called the Active Transportation Advisory Committee Capital Improvement Proje ct Oversight Board (Dissolved 2-9-2023) Central Southeast Area Specific Plan Sterring Committee (No Form 700 needed) Disability Advisory Commission Di sability /\dvisory Committee Subcommittees (Housing and Transportation-t-(No Form 700 needed) Districts 1- 7 Project Review Committee Fresno EFID Public Financing Authority Fresno Health and Welfare Trust Board Immigrant Affairs Committee - Now called Immigration Affairs and Residen t Committee Members of Civil Service Board Members of Deferred Compensation Board Members of Employees Retirement Board Members of Fire and Police Retirement Board Members of Historic Preservation Commission Members of Mobilehome Rent Review Commission Members of the Tower District Design Review Committee Parks, Recreation, and Arts Commission Planning Commission Police Reform Implementation Team Women's Commission, City of Fresno CATEGORY U,-1-U I, II, 111 w I, II, 111 1,11,111 I, II, 111 I, II II 1,11 I, II 1,11 I, II I, II, 111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 I, II I, II EXHIBIT B Resolution with Clean Designated Positions COUNCIL RESOLUTION NO. BBBBBBBB 68&&(6625$*(1&<727+( REDEVELOPMENT AGENCY RESOLUTION NO. BBBBBBBB A JOINT RESOLUTION OF THE CITY COUNCIL AND THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF FRESNO,CALIFORNIA, DESIGNATING POSITIONS WHICH SHALL BE SUBJECT TO THE CONFLICT OF INTEREST CODE AND DEFINING CATEGORIES OF DISCLOSURE FOR SUCH POSITIONS WHEREAS,under the provisions of the Political Reform Act of 1974, the Council of the City of Fresno, also sitting as the Board of the Successor Agency of the Board of Redevelopment agency, is the code reviewing body for the Conflict of Interest Code for the City of Fresno and the Successor Agency to the Redevelopment Agency; and WHEREAS,on July 23, 1979, the Council of the City of Fresno adopted Article 20 of Chapter 2 of the Fresno Municipal Code, referred to as the Conflict of Interest Code which subsequently amended on June 26, 2007, by Ordinance No. 2007-55, effective September 4, 2007, adopting Article 9 of Chapter 2; and WHEREAS,the Council of the City of Fresno has designated certain positions which are subject to the Conflict of Interest Code; and WHEREAS,title and organizational changes have been affected since such designation; and WHEREAS,the City Clerk’s office is submitting to the Council and Successor Agency to the Redevelopment Agency an updated list of certain positions and the categories of disclosure required for such positions. NOW, THEREFORE, BE IT RESOLVED that the Council and the Successor Agency to the Redevelopment Agency of the City of Fresno resolve as follows: 1.All positions with the classification of E1 and E2 must file an Annual Conflict of Interest Statement encompassing categories one through three; and 2.The attached Exhibits A through Y, inclusive, incorporated by reference, list certain positions which shall be subject to the Conflict of Interest Code and the categories of disclosure required for such positions; and 3.Resolution No. 2022-285 and Successor Agency to the Redevelopment Agency, Resolution No. SA-50 are hereby repealed. CLERK'S CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, TODD STERMER, City Clerk, CMC,of the City of Fresno, County of Fresno, State of California, do hereby certify the foregoing was adopted by the Council of the City of Fresno, California, at a regular meeting thereof, held on the _____ day of ________________, 2023. AYES : NOES : ABSENT : ABSTAIN : TODD STERMER City Clerk, CMC By_______________________________________ Deputy EXHIBIT A AIRPORTS DEPARMENT DESIGNATED POSITIONS Director of Aviation Acoustic Program Coordinator Airports Administrative Manager Airports Airside/Landside Superintendent Airports Business Manager Airports Facilities Manager Airports Marketing and Public Relations Coordinator Airports Operations Manager Airports Operations Supervisor Airports Personnel Manager Airports Planning Manager Airports Project Supervisor Airports Properties Manager Airports Properties Supervisor Airports Public Safety Manger Airports Safety Management Systems Manager Assistant Director of Aviation Capital Development Specialist Executive Assistant to the Director Property Specialist CATEGORY I, 11,111 I, 11,111 I, 11,111 1,11,111 I, II, 111 I, II, 111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 1,11,111 I, 11,111 I, 11,111 1,11,111 I, 11,111 I, II, Ill I, 11,111 I, II, 111 I, II I, 11,111 EXHIBIT B ANIMAL CENTER DESIGNATED POSITIONS Director Animal Center Supervisor Animal Programs Coordinator Assistant Director Business Manager Community Coordinator Division Manager Personnel Manager Registered Veterinary Technician Senior Management Analyst Veterinarian CATEGORY 1/11/111 1/11 1/11 1/11/111 1/11/111 1/11 1/11/111 1/11/111 1/11 1/11/111 1/11/111 EXHIBIT C BUDGET & MANAGEMENT STUDIES DIVISION DESIGNATED POSITIONS Director Budget Manager Principal Budget Analyst Senior Budget Analyst CATEGORY I, 11,111 I, 11,111 I, 11,111 I, II, 111 EXHIBIT D CITY ATTORNEY'S OFFICE DESIGNATED POSITIONS City Attorney Assistant City Attorney Assistant Law Office Manager Chief Assistant City Attorney City Attorney Inve stig ator Deputy City Attorney 11 Deputy City Attorney 111 Executive Assistant Law Clerk Law Office Manager Paralegal Senior Deputy City Attorney I Senior Deputy City Attorney II Senior Deputy City Attorney 111 Senior Paralegal Su pervising Deputy City Attorney Su pervising Paralegal CODE ENFORCEMENT DESIGNATED POSITIONS Accountant/Auditor II Associate Environmental & Safety Consultant Business Manager Community Coordinator Community Outreach Specialist Community Revitalization Specialist Community Revitalization Specialist 11 Community Revitalization Specialist 111 Community Revitalization Technician Housing and Neighborhood Revitalization Manager Housing Program Supervisor Senior Community Revitalization Specialist Senior Management Analy st CATEGORY I, 11, Ill 1,11,111 I, 11,111 I, II, 111 I, II, 111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 1,11,111 1,11,111 I, II, 111 I, II, 111 I, II, 111 I, II, 111 CATEGORY I, 11,111 I, 11,111 1,11,111 I, 11,111 I, 11,111 1,11,111 I, 11,111 I, 11,111 I, II, 111 1,11,111 I, 11,111 I, II, 111 I, II, 111 EXHIBIT E OFFICE OF THE CITY CLERK DESIGNATED POSITIONS CATEGORY City Clerk 1,11,111 CENTRAL PRINT DIVISION DESIGNATED POSITIONS CATEGORY Central Print Supervisor I, II EXHIBIT F CITY COUNCIL DESIGNATED POSITIONS Councilmembers Chief of Staff Council Assistant Executive Assistant to City Council CATEGORY I, 11,111 I, 11,111 I, 11,111 I, 11,111 EXHIBIT G OFFICE OF THE MAYOR CATEGORY 1,11,111 1,11,111 1,11,111 1,11,111 1,11,111 1,11,111 I, 11,111 1,11,111 DESIGNATED POSITIONS Mayor Assistant Director - (*Communic ations Director*) Chief of Staff to the Mayor Community Coordinator Community Coordinator - (*Assistant Communications Director*) Council Assistant - (*Deputy Chief of Staff*) Emergency Manager Government Affairs Manager *These positions have been assigned a different name then the Salary and Position Resolution* CITY MANAGER'S OFFICE DESIGNATED POSITIONS City Manager Assistant City Manager Community Coordinator Deputy City Manager Independent Administrative Hearing Officer Independent Reviewer Temporary Hearing Officer CATEGORY I, 11,111 I, II, 111 I, II, 111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 EXHIBIT H ECONOMIC DEVELOPMENT DEPARTMENT DESIGNATED POSITIONS Director Assistant Director Economic Development Coordinator CATEGORY I, 11,111 1,11,111 1,11,111 EXHIBIT I FINANCE DEPARTMENT DESIGNATED POSITIONS Finance Director Controller Accountant-Auditor II Administrative Manager Assistant Controller Business Manager Executive Assistant to the Director Internal Auditor Management Analyst II Payroll Accountant Payroll Manager Principal Accountant Principal Internal Auditor Project Liaison/Program Administrator Revenue Manager Revenue Supervisor Senior Accountant-Auditor Senior Management Analyst Tax/Permit Inspector Treasury Officer PURCHASING DIVISION DESIGNATED POSITIONS CATEGORY I, 11,111 I, II I, II I, 11,111 I, 11,111 I, II I, II, 111 I, II I, 11,111 I, 11,111 I, II I, II, 111 I, 11,111 I, II 1,11,111 I, II I, II, 111 I, II, 111 I, II CATEGORY EXHIBIT J FIRE DEPARTMENT DESIGNATED POSITIONS Fire Chief Business Manager Deputy Fire Chief Division Manager Emergency Manager Fire Administrative Battalion Chief (Includes administrative and field Battalion Chief) Fire Prevention Engineer Fire Prevention Inspector 1/11 Investigation Unit Supervisor Personnel Manager Project Manager Senior Fire Prevention Inspector Senior Management Analyst Senior Storekeeper Supervising Fire Prevention Inspector CATEGORY I, 11,111 I, 11,111 1,11,111 I, II, 111 I, 11,111 I, 11,111 I, II, 111 I, II, 111 I, 11,111 I, II, 111 I, II, 111 I, 11,111 I, II,III I, II I,II,III EXHIBIT K GENERAL SERVICES DEPARTMENT DESIGNATED POSITIONS Director Administrative Manager Automotive Parts Lead Worker Automotive Parts Specialist Chief of Facilities Maintenance Disadvantaged Business Enterprise Coordinator Equipment Supervisor Executive Assistant Facilities Manager Fleet Manager Fleet Operations Specialist Management Analyst 1/11 Personnel Manager Procurement Specialist Procurement Supervisor Project Manager Property Specialist 1/11 Purchasing Manager Senior Engineering Technician Senior Management Analyst Senior Procurement Specialist Small Business Enterprise Coordinator CATEGORY I, II, Ill I, 11, Ill I, II I, II I, 11, Ill I, II I, II I, II, 111 I, II, Ill I, II, Ill I, II I, II I, II I, II I, II, 111 I, 11,111 I, II, Ill I, 11, Ill I, II I, 11, Ill I, II I, II EXHIBIT L INFORMATION SERVICES DEPARTMENT DESIGNATED POSITIONS Chief Information Officer Administrative Manager Assistant Director Call Center Supervisor Cyber Security Manager Information Services Manager Information Services Supervisor Project Liaison/Program Administrator Senior Management Analyst Senior Programmer Analyst CATEGORY I, II I, II I, II I, II I, II I, II I, II I, II I, II I, II EXHIBIT M PARKS, AFTER SCHOOL, RECREATION, AND COMMUNITY SERVICES (PARCS) DESIGNATED POSITIONS Director Accountant - Auditor II Assistant Director Business Manager Community Coordinator Community Outreach Specialist Community Services and Recreation Supervisor Division Manager Executive Assistant to the Director Management Analyst 1/11 Operations Manager Parks Supervisor 1/11 Personnel Manager Program Manager Projects Administrator Senior Accountant - Auditor Senior Management Analyst Training Officer CATEGORY 1,11,111 I, II, 111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 1,11,111 1,11,111 I, II, 111 I, 11,111 I, II, 111 I, 11, Ill I, II, 111 1,11,111 I, II, 111 I, 11,111 I, 11,111 1,11,111 EXHIBIT N PERSONNEL SERVICES DEPARTMENT DESIGNATED POSITIONS Director Assistant Director Chief Labor Negotiator Human Resources Manager Principal Labor Relations/Risk Analyst Project Liaison/Program Administrator Senior Human Resources/Risk Analyst CATEGORY I, II, 111 1,11,111 I, II, 111 I, II, 111 I, 11,111 I, 11,111 RISK MANAGEMENT DIVISION/SERVICES DESIGNATED POSITIONS Risk Analyst Senior Human Resources/Risk Analyst CATEGORY I, 11,111 1,11,111 I,II,III EXHIBIT 0 PLANNING AND DEVELOPMENT DEPARTMENT DESIGNATED POSITIONS Director Administrative Manager Architect Assistant Director Associate Electrical Safety Consultant 1,11 Associate Environmental and Safety Consultant 1,11 Associate Plumbing and Mechanical Consultant I, 11 Building Inspector 1,11, Ill Building Services Manager Business Manager Chief Engineering Technician Commercial Building Inspector Community Coordinator Community Outreach Specialist Community Revitalization Specialist Community Revitalization Technician Consultant Contract Compliance Officer Development Services Coordinator Division Manager Economic Development Coordinator Eng ineer I Engineer II Executive Assistant to the Director Fire Prevention Inspector II Grant Writer Historic Prevention Specialist Housing and Neighborhood Revitalization Manager Housing Program Supervisor Housing Rehabilitation Specialist Licensed Engineer Manager Licensed Professional Engineer Management Analyst II Parking Supervisor Pe rsonnel Manager CATEGORY I, 11,111 I, 11,111 1,11,111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 1,11,111 1,11,111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 I, II, 111 I, 11, Ill I, 11,111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 I, II, 111 I, 11,111 I, 11,111 1,11,111 I, II, 111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 I, II, 111 EXHIBIT P POLICE DEPARTMENT DESIGNATED POSITIONS Police Chief Administrative Manager Background Investigator Business Manager Community Outreach Specialist (Deputy Officer) Crime Scene Investigation Bureau Manager Deputy Police Chief Executive Assistant to the Director Information Services Manager Personnel Manager Police Captain Police Lieutenant Records Manager CATEGORY I, 11,111 I, II I, 11,111 I, 11,111 1,11,111 I, 11,111 I, 11,111 I, 11,111 1,11 I, 11,111 I, 11,111 I, 11,111 1,11,111 EXHIBIT Q CAPITAL PROJECTS DEPARTMENT DESIGNATED POSITIONS Director Assistant Director Business Manager Chief Engineering Inspector Chief Engineering Technician Chief Surveyor Construction Compliance Specialist Contract Compliance Officer Engineer 1/11 Engineering Inspector 1/11 Executive Assistant Licensed Engineer Manager Licensed Professional Engineer Management Analyst 1/11 Personnel Manager Project Manager Projects Administrator Senior Engineering Inspector Senior Management Analyst Senior Project Manager Senior Real Estate Agent Supervising Engineer Technician Supervising Real Estate Agent Survey Party Chief CATEGORY I, 11, 111 I, 11, Ill I, 11, 111 I, 11, 111 I, 11, 111 I, 11, 111 I, 11, 111 I, 11, 111 I, II, 111 I, II, 111 I, II, II I, 11, 111 I, II, 111 I, 11, 111 I, II, 111 I, 11, 111 I, 11, 111 I, II, 111 I, II, Ill I, II, 111 I, II, 111 I, II I, II, 111 I, 11, 111 EXHIBIT R DEPARTMENT OF PUBLIC UTILITIES DESIGNATED POSITIONS Director of Public Utilities Assistant Director of Public Utilities Beautify Fresno, Project Liaison/Program Administrator Business Manager Community Coordinator Engineer 1/11 Executive Assistant to Department Director Personnel Manager Planner Licensed Professional Engineer Program Manager Project Manager Public Utilities Manager Licensed Engineer Manager Senior Accountant-Auditor Senior Management Analyst Senior Storekeeper Solid Waste Manager Supervising Engineer Technician Wastewater Environmental Supervisor Wastewater Manager Wastewater Operations Supervisor Wastewater System Supervisor Water Conservation Supervisor Water Manager Water System Supervisor Water/Wastewater Manager - Certified CATEGORY I, II, 111 1,11,111 I, 11,111 1,11,111 1,11,111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 1,11,111 I, II, 111 1,11,111 1,11,111 1,11,111 I, 11,111 I, 11,111 I, II, 111 I, 11,111 I, 11,111 1,11,111 1,11,111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 I, 11,111 EXHIBITS PUBLIC WORKS DEPARTMENT DESIGNATED POSITIONS Director Accounting Technician ADA Coordinator Assistant Director Business Manager Chief Engineering Inspector Chief Engineering Technician Chief Surveyor Community Coordinator Deputy City Engineer Division Manager Engineer 1/11 Engineering Inspector 1/11 Executive Assistant Forestry Supervisor 1/11 Graffiti Abatement Manager Landscape Maintenance Superintendent Licensed Professional Engineer Management Analyst 1/11 Parks Supervisor 1/11 Personnel Manager Program Manager Project Liaison/Program Administrator Project Manager Public Works Administrative Manager Public Works Manager Senior Accountant - Auditor Senior Engineering Inspector Senior Engineering Technician Senior Management Analyst Street Maintenance Superintendent Street Maintenance Supervisor Supervising Engineering Technician Sustainability Manager Traffic Signal Operation Specialist Supervisor CATEGORY I, 11,111 I, 11,111 I, II, 111 I, II, 111 I, II, 111 I, 11,111 I, II, 111 I, 11,111 I, 11,111 I, II, 111 I, II, 111 I, 11,111 I, 11,111 1,11 I, 11,111 I, II, 111 I, 11,111 I, 11,111 I, 11,111 1,11,111 I, 11,111 I ,II, 111 I, II, 111 I, 11,111 I, II, 111 I, 11,111 I, II, 111 I, 11,111 I, II I, II, 111 1,11,111 1,11 I, 11,111 I, 11,111 1,11,111 EXHIBIT T REDEVELOPMENT AGENCY DESIGNATED POSITIONS Executive Director Financial Officer Project Manager Consultants (as determined by Executive Director)* *Consultant shall be included in the list of designated employees and shall disclose pursuant to the broadcast disclosure category in the code subject to the following limitations. The Executive Director may determine in writing that a particular consultant, although a designated position, is hired to perform a range of duties that is limited to scope and thus is not required to fully comply with the disclosure requirements described in this section. Such written determination shall include a description of the consultant's duties and, based upon that description, a statement of the extent of disclosure requirements. The Executive Director's determination is a public record and shall be retained for public inspection in the same manner and location as a conflict of interest code. CATEGORY I, 11,111 1,11,111 I, II, 111 EXHIBIT U RETIREMENT OFFICE DESIGNATED POSITIONS Assistant Retirement Administrator - Chief of Financial Services Assistant Retirement Administrator - Chief of Member Services Consultant Investment Officer Retirement Accounting Manager Retirement Administrator Retirement Benefits Manager Senior Accountant - Auditor CATEGORY I, II, 111 I, 11,111 I, 11,111 I, II, 111 I, 11,111 I, 11,111 I, II I, II EXHIBIT V TRANSPORTATION (FAX) DESIGNATED POSITIONS Director of Transportation Administrative Manager Assistant Director of Transportation Business Manager Chief of Facilities Community Coordinator Division Manager Equipment Supervisor (Acquisition) Equipment Supervisor (In charge of purchasing) Equipment Supervisor (Parts) Executive Assistant to Director Fleet Manager Fleet Operations Specialist Information Services Supervisor Personnel Manager Planning Manager Project Manager Projects Administrator Senior Management Analyst Transit Operations Manager Transit Supervisor II CATEGORY I, II, 111 1,11,111 I, 11,111 I, II, 111 1,11,111 I, II, 111 I, II, 111 I, II, 111 I, II, 111 1,11,111 I, II, 111 I, II, 111 1,11,111 I, II, 111 I, 11,111 1,11,111 I, II, 111 I, II, 111 I, 11,111 I, II, 111 I, II, 111 EXHIBIT W CONSULTANTS DESIGNATED POSITIONS Retirement Investment Consultant Contract Consultants (As determined by the City Manager) Attorney Legal Counsel ( 1 ) Portfolio Manager (2) *Consultant shall be included in the list of designated employees and show disclose pursuant to the broadcast disclosure category in the code subject to the following limitations: The City Manager may determine in writing that a particular consultant, although a designated position, is hired to perform a range of duties that is limited to scope and thus is not required to fully comply with the disclosure the requirements described in this section. Such written determination shall include a description of the consultant's duties and, based upon that description, a statement of the extent of disclosure requirements. The City Manager's determination is a public record and shall be retained for public inspection in the same manner and location as the conflict of interest code. CATEGORY I, 11,111 1,11,111 I, II, 111 I, II, 111 1,11,111 EXHIBIT X MEMBERS OF BOARDS, COMMISSIONS, AND SIMILAR BODIES DESIGNATED POSITIONS Active Transportation Advisory Committee Disability Advisory Commission Districts 1- 7 Project Review Committee Fresno EFID Public Financing Authority Fresno Health and Welfare Trust Board Immigration Affairs and Resident Committee Members of Civil Service Board Members of Deferred Compensation Board Members of Employees Retirement Board Members of Fire and Police Retirement Board Members of Historic Preservation Commission Members of Mobilehome Rent Review Commission Members of the Tower District Design Review Committee Parks, Recreation, and Arts Commission Planning Commission Police Reform Implementation Team Women's Commission, City of Fresno CATEGORY I, II, 111 I, II, 111 1,11,111 I, 11,111 1,11 II I, II I, II 1,11 1,11 I, 11, Ill I, 11,111 I, II, 111 I, 11,111 I, 11,111 1,11 I, II City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1728 Agenda Date:12/7/2023 Agenda #: 1.-D. REPORT TO THE CITY COUNCIL FROM:GEORGEANNE A. WHITE, City Manager Office of the Mayor & City Manager BY:JENNIFER RUIZ, Deputy City Manager Office of the Mayor & City Manager SUBJECT Actions pertaining to Warming Centers: 1. ***RESOLUTION - Amending Resolution 2022-212, Establishing a Policy for City Cooling and Warming Centers. (Subject to Mayor’s Veto) 2. Approve a Services Agreement with Poverello House, in an Amount Not to Exceed $356,500.00, to Operate City of Fresno Warming Centers. RECOMMENDATION Staff recommends that City Council adopt the proposed Resolution to amend Resolution 2022-212, Establishing a Policy for City Cooling and Warming Centers. Staff recommends that the City Council approve the service agreement with Poverello House to operate City of Fresno warming centers. EXECUTIVE SUMMARY Resolution 2022-212, A Resolution of the Council of the City of Fresno California, Establishing a Policy for City Cooling and Warming Centers, was adopted on September 29, 2022. This action proposes to amend the language so that 72-hours’ notice to activate the warming centers will be provided when the National Weather Service projects the temperature to drop below 35 degrees. The amendment also changes the temperature required for the activation of cooling centers to 105 degrees and at the request of Councilmember Karbassi, removes Pinedale Community Center as one of the cooling and warming center sites. The purpose of this amendment is to allow a third-party operator of the warming center sufficient notice to mobilize and schedule staff to operate the warming centers. In October 2023, the City published an amended request for proposals which allowed bidders to propose to operate cooling or warming centers without the requirement of providing a new location for the centers. The City had one responsive bidder to the RFP that proposed to operate warming centers, Poverello House. Poverello House is a 501(c)3 organization that has been serving the needs of those experiencing homelessness in the City of Fresno since 1973. Staff recommends approving City of Fresno Printed on 12/22/2023Page 1 of 3 powered by Legistar™ 12/07/2023 MA/AP 7-0 R. 2023-302 NEW FILE ID 23-1820 A RELATED ITEM IS COMING BACK TO 12-14-2023 File #:ID 23-1728 Agenda Date:12/7/2023 Agenda #: 1.-D. the service agreement, in an amount not to exceed $356,500.00, with Poverello House to operate City warming centers at designated City facilities, currently, the community centers named in resolution 2022-212. BACKGROUND Resolution 2022-212, A Resolution of the Council of the City of Fresno California, Establishing a Policy for City Cooling and Warming Centers, was adopted on September 29, 2022. As a result of this resolution, warming centers were activated each time the temperature was forecasted to drop below 35 degrees and additional days as directed by resolution 2022-307, Regarding Emergency Expansion of City of Fresno Warming Centers. The PARCS Department operated the City warming centers at existing community centers and relied heavily on PARCS staff and temporary staff for the operation of the warming centers. This created operational challenges for the PARCS Department, as the required day-time activities of the City parks and community centers still required attention in addition to the overnight operations of the centers. The per-night cost of operating the warming centers is approximately $16,500.00. Resolution 2022-212 requires that the City provide notice through all City communication platforms and notice be given to all Council offices 24-hours prior to activating warming centers. This action proposes to amend the language so that 72-hours’ notice to active the warming centers will be provided when the National Weather Service projects the temperature to drop below 35 degrees. The purpose of this amendment is to allow a third-party operator of the warming center sufficient notice to mobilize and schedule staff to operate the warming centers. In July 2022, the City published a request for proposals (RFP) for cooling and warming centers in order to outsource the operation and location of citywide warming and cooling centers. Unfortunately, the City received no responses to this request. In October 2023, the City published an amended request for proposals which allowed bidders to propose to operate cooling or warming centers without the requirement of providing a new location for the centers. The City had one responsive bidder to the RFP that proposed to operate warming centers, Poverello House. Poverello House is a 501(c)3 organization that has been serving the needs of those experiencing homelessness in the City of Fresno since 1973. Staff recommends approving the service agreement with Poverello House to operate City warming centers at designated City facilities, currently, the community centers named in resolution 2022-212. The agreement is not to exceed $356,500.00, which reflect a per-night cost of $14,260.05 for 25 nights. This action will allow the PARCS Department to focus on its mission to provide the public well maintained green space, organized recreation, and activities for the community, while still providing access to the important service that warming centers offer. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act Guidelines Section 15378 the approval of these resolutions do not qualify as a “project” and is therefore exempt from the California Environmental Quality Act requirements. City of Fresno Printed on 12/22/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1728 Agenda Date:12/7/2023 Agenda #: 1.-D. LOCAL PREFERENCE Local Preference is not applicable as there was only one responsive proposer. FISCAL IMPACT The FY 2024 adopted budget includes $400,000.00 budgeted under the General Fund in the Parks, After School, Recreation, and Community Services Department (PARCS) budget. Attachments: Amended Resolution Service Agreement City of Fresno Printed on 12/22/2023Page 3 of 3 powered by Legistar™ Page 1 of 25 SERVICE AGREEMENT CITY OF FRESNO, CALIFORNIA THIS AGREEMENT (Agreement) is made and entered into, effective on ______________________, by and between the CITY OF FRESNO, a California municipal corporation (City), and Poverello House, a 501(c)3 nonprofit organization (Service Provider). RECITALS WHEREAS, City desires to obtain operational services for the City of Fresno’s warming centers (Project); and WHEREAS, Service Provider is engaged in the business of furnishing such services as an emergency shelter operator and hereby represents that it desires to and is professionally and legally capable of performing the services called for by this Agreement; and WHEREAS, Service Provider acknowledges that this Agreement is subject to the requirements of Fresno Municipal Code Section 4-107; and WHEREAS, this Agreement will be administered for City by its City Manager (Administrator) or designee. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and premises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows: 1. Scope of Services. Service Provider shall perform to the satisfaction of City the services described in Exhibit A, including all work incidental to, or necessary to perform, such services even though not specifically described in Exhibit A. 2. Term of Agreement and Time for Performance. This Agreement shall be effective from the date first set forth above (Effective Date) and shall continue in full force and effect through December 31, 2025, subject to any earlier termination in accordance with this Agreement. The agreement includes two optional one-year extensions which may be granted through written agreement of both parties. The services of Service Provider as described in Exhibit A are to commence upon the Effective Date and shall be completed in a sequence assuring expeditious completion, but in any event, all such services shall be completed prior to expiration of this Agreement and in accordance with any performance schedule set forth in Exhibit A. 3. Compensation. (a) Service Provider’s sole compensation for satisfactory performance of all services required or rendered pursuant to this Agreement and shall not exceed $356,500.00, paid on the basis of the rates set forth in the schedule of fees and expenses contained in Exhibit A. Such fee includes all expenses incurred by Service Provider in performance of the services. DocuSign Envelope ID: 920A255F-6455-4DD9-9B76-D8250E1422E1 Page 2 of 25 (b) Detailed statements shall be rendered monthly for services performed in the preceding month and will be payable in the normal course of City business. City shall not be obligated to reimburse any expense for which it has not received a detailed invoice with applicable copies of representative and identifiable receipts or records substantiating such expense. (c) The parties may modify this Agreement to increase or decrease the scope of services or provide for the rendition of services not required by this Agreement, which modification shall include an adjustment to Service Provider’s compensation. Any change in the scope of services must be made by written amendment to the Agreement signed by an authorized representative for each party. Service Provider shall not be entitled to any additional compensation if services are performed prior to a signed written amendment. 4. Termination, Remedies, and Force Majeure. (a) This Agreement shall terminate without any liability of City to Service Provider upon the earlier of: (i) Service Provider’s filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against Service Provider; (ii) seven calendar days’ prior written notice with or without cause by City to Service Provider; (iii) City’s non-appropriation of funds sufficient to meet its obligations hereunder during any City fiscal year of this Agreement, or insufficient funding for the Project; or (iv) expiration of this Agreement. (b) Immediately upon any termination or expiration of this Agreement, Service Provider shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its subcontractors to cease work; and (iii) return to City any and all unearned payments and all properties and materials in the possession of Service Provider that are owned by City. Subject to the terms of this Agreement, Service Provider shall be paid compensation for services satisfactorily performed prior to the effective date of termination. Service Provider shall not be paid for any work or services performed or costs incurred which reasonably could have been avoided. (c) In the event of termination due to failure of Service Provider to satisfactorily perform in accordance with the terms of this Agreement, City may withhold an amount that would otherwise be payable as an offset to, but not in excess of, City’s damages caused by such failure. In no event shall any payment by City pursuant to this Agreement constitute a waiver by City of any breach of this Agreement which may then exist on the part of Service Provider, nor shall such payment impair or prejudice any remedy available to City with respect to the breach. (d) Upon any breach of this Agreement by Service Provider, City may (i) exercise any right, remedy (in contract, law or equity), or privilege which may be available to it under applicable laws of the State of California or any other applicable law; (ii) proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii) recover all direct, indirect, DocuSign Envelope ID: 920A255F-6455-4DD9-9B76-D8250E1422E1 Page 3 of 25 consequential, economic and incidental damages for the breach of the Agreement. If it is determined that City improperly terminated this Agreement for default, such termination shall be deemed a termination for convenience. (e) Service Provider shall provide City with adequate written assurances of future performance, upon Administrator’s request, in the event Service Provider fails to comply with any terms or conditions of this Agreement. (f) Service Provider shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of Service Provider and without its fault or negligence such as, acts of God or the public enemy, acts of City in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. Service Provider shall notify Administrator in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to Administrator of the cessation of such occurrence. 5. Confidential Information and Ownership of Documents. (a) Any reports, information, or other data prepared or assembled by Service Provider pursuant to this Agreement shall not be made available to any individual or organization by Service Provider without the prior written approval of the Administrator. During the term of this Agreement, and thereafter, Service Provider shall not, without the prior written consent of City, disclose to anyone any Confidential Information. The term Confidential Information for the purposes of this Agreement shall include all proprietary and confidential information of City, including but not limited to business plans, marketing plans, financial information, materials, compilations, documents, instruments, models, source or object codes and other information disclosed or submitted, orally, in writing, or by any other medium or media. All Confidential Information shall be and remain confidential and proprietary in City. (b) Any and all writings and documents prepared or provided by Service Provider pursuant to this Agreement are the property of City at the time of preparation and shall be turned over to City upon expiration or termination of the Agreement. Service Provider shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein. (c) If Service Provider should subcontract all or any portion of the services to be performed under this Agreement, Service Provider shall cause each subcontractor to also comply with the requirements of this Section 5. (d) This Section 5 shall survive expiration or termination of this Agreement. 6. Level of Skill. It is further mutually understood and agreed by and between the parties hereto that inasmuch as Service Provider represents to City that Service Provider and its subcontractors, if any, are skilled in the profession and shall DocuSign Envelope ID: 920A255F-6455-4DD9-9B76-D8250E1422E1 Page 4 of 25 perform in accordance with the standards of said industry necessary to perform the services agreed to be done by it under this Agreement, City relies upon the skill of Service Provider and its subcontractors, if any, to do and perform such services in a skillful manner and Service Provider agrees to thus perform the services and require the same of any subcontractors. Therefore, any acceptance of such services by City shall not operate as a release of Service Provider or any subcontractors from said industry and professional standards. 7. Indemnification. To the furthest extent allowed by law, Service Provider 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, Service Provider or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses and cost to enforce this agreement), arising or alleged to have arisen directly or indirectly out of performance of this Agreement. Service Provider's obligations under the preceding sentence shall apply regardless of whether City or any of its officers, officials, employees, agents, or volunteers are negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or caused by the willful misconduct, of City or any of its officers, officials, employees, agents, or volunteers. If Service Provider should subcontract all or any portion of the work to be performed under this Agreement, Service Provider 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 Agreement. 8. Insurance. (a) Throughout the life of this Agreement, Service Provider shall pay for and maintain in full force and effect all insurance as required in Exhibit B, which is incorporated into and part of this Agreement, 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 City’s Risk Manager or designee at any time and in its sole discretion. The required policies of insurance as stated in Exhibit B shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. DocuSign Envelope ID: 920A255F-6455-4DD9-9B76-D8250E1422E1 Page 5 of 25 (b) If at any time during the life of the Agreement or any extension, Service Provider 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 Service Provider shall be withheld until notice is received by City 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 City. Any failure to maintain the required insurance shall be sufficient cause for City to terminate this Agreement. No action taken by City pursuant to this section shall in any way relieve Service Provider of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtained by Service Provider shall not be deemed to release or diminish the liability of Service Provider, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify City 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 Service Provider. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Service Provider, its principals, officers, agents, employees, or persons under the supervision of Service Provider, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. 9. Conflict of Interest and Non-Solicitation. (a) Prior to City’s execution of this Agreement, Service Provider shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, Service Provider shall have the obligation and duty to immediately notify City in writing of any change to the information provided by Service Provider in such statement. (b) Service Provider shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state, and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.). At any time, upon written request of City, Service Provider shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, Service Provider and the respective subcontractor(s) are in full compliance with all laws and regulations. Service Provider shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts DocuSign Envelope ID: 920A255F-6455-4DD9-9B76-D8250E1422E1 Page 6 of 25 giving rise to the appearance of a conflict of interest, Service Provider shall immediately notify City of these facts in writing. (c) Service Provider’s duties and services under this Agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City entering this Agreement shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this Project. Service Provider’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Service Provider shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this Project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Service Provider pursuant to this Agreement. (d) In performing the work or services to be provided hereunder, Service Provider shall not employ or retain the services of any person while such person either is employed by City or is a member of any City council, commission, board, committee, or similar City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (e) Service Provider represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit, or procure this Agreement or any rights/benefits hereunder. (f) Service Provider and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. Notwithstanding any approval given by the City Manager under this provision, Service Provider shall remain responsible for complying with Section 9(a), above. (g) If Service Provider should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, Service Provider shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith. (h) This Section 9 shall survive expiration or termination of this Agreement. 10. Recycling Program. In the event Service Provider maintains an office or operates a facility(ies), or is required herein to maintain or operate same, within the incorporated limits of the City of Fresno, Service Provider at its sole cost and expense shall: (a) Immediately establish and maintain a viable and ongoing recycling program, approved by City’s Solid Waste Management Division, for each office and facility. Literature describing City recycling programs is available DocuSign Envelope ID: 920A255F-6455-4DD9-9B76-D8250E1422E1 Page 7 of 25 from City’s Solid Waste Management Division and by calling City of Fresno Recycling Hotline at (559) 621-1111. (b) Immediately contact City’s Solid Waste Management Division at (559) 621- 1452 and schedule a free waste audit, and cooperate with such Division in their conduct of the audit for each office and facility. (c) Cooperate with and demonstrate to the satisfaction of City’s Solid Waste Management Division the establishment of the recycling program in paragraph (a) above and the ongoing maintenance thereof. 11. General Terms. (a) Except as otherwise provided by law, all notices expressly required of City within the body of this Agreement, and not otherwise specifically provided for, shall be effective only if signed by the Administrator or designee. (b) Records of Service Provider’s expenses pertaining to the Project shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives upon request during regular business hours throughout the life of this Agreement and for a period of three years after final payment or, if longer, for any period required by law. In addition, all books, documents, papers, and records of Service Provider pertaining to the Project shall be available for the purpose of making audits, examinations, excerpts, and transcriptions for the same period of time. If any litigation, claim, negotiations, audit or other action is commenced before the expiration of said time period, all records shall be retained and made available to City until such action is resolved, or until the end of said time period whichever shall later occur. If Service Provider should subcontract all or any portion of the services to be performed under this Agreement, Service Provider shall cause each subcontractor to also comply with the requirements of this paragraph. This Section 11(b) shall survive expiration or termination of this Agreement. (c) Prior to execution of this Agreement by City, Service Provider shall have provided evidence to City that Service Provider is licensed to perform the services called for by this Agreement (or that no license is required). If Service Provider should subcontract all or any portion of the work or services to be performed under this Agreement, Service Provider shall require each subcontractor to provide evidence to City that subcontractor is licensed to perform the services called for by this Agreement (or that no license is required) before beginning work. 12. Nondiscrimination. To the extent required by controlling federal, state and local law, Service Provider shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and during the performance of this Agreement, Service Provider agrees as follows: DocuSign Envelope ID: 920A255F-6455-4DD9-9B76-D8250E1422E1 Page 8 of 25 (a) Service Provider will comply with all applicable laws and regulations providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement. (b) Service Provider will not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Service Provider shall ensure that applicants are employed, and the employees are treated during employment, without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such requirement shall apply to Service Provider’s employment practices including, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Service Provider agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. (c) Service Provider will, in all solicitations or advertisements for employees placed by or on behalf of Service Provider in pursuit hereof, state that all qualified applicants will receive consideration for employment without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. (d) Service Provider will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising such labor union or workers' representatives of Service Provider’s commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (e) If Service Provider should subcontract all or any portion of the services to be performed under this Agreement, Service Provider shall cause each subcontractor to also comply with the requirements of this Section 12. 13. Independent Contractor. (a) In the furnishing of the services provided for herein, Service Provider is acting solely as an independent contractor. Neither Service Provider, nor DocuSign Envelope ID: 920A255F-6455-4DD9-9B76-D8250E1422E1 Page 9 of 25 any of its officers, agents, or employees shall be deemed an officer, agent, employee, joint venturer, partner, or associate of City for any purpose. City shall have no right to control or supervise or direct the manner or method by which Service Provider shall perform its work and functions. However, City shall retain the right to administer this Agreement so as to verify that Service Provider is performing its obligations in accordance with the terms and conditions thereof. (b) This Agreement does not evidence a partnership or joint venture between Service Provider and City. Service Provider shall have no authority to bind City absent City’s express written consent. Except to the extent otherwise provided in this Agreement, Service Provider shall bear its own costs and expenses in pursuit thereof. (c) Because of its status as an independent contractor, Service Provider and its officers, agents, and employees shall have absolutely no right to employment rights and benefits available to City employees. Service Provider shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare and retirement benefits. In addition, together with its other obligations under this Agreement, Service Provider shall be solely responsible, indemnify, defend and save City harmless from all matters relating to employment and tax withholding for and payment of Service Provider’s employees, including, without limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of workers compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of right or interest in City employment benefits, entitlements, programs and/or funds offered employees of City whether arising by reason of any common law, de facto, leased, or co- employee rights or other theory. It is acknowledged that during the term of this Agreement, Service Provider may be providing services to others unrelated to City or to this Agreement. 14. Notices. Any notice required or intended to be given to either party under the terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally, transmitted by facsimile followed by telephone confirmation of receipt, or sent by United States registered or certified mail, with postage prepaid, return receipt requested, addressed to the party to which notice is to be given at the party's address set forth on the signature page of this Agreement or at such other address as the parties may from time to time designate by written notice. Notices served by United States mail in the manner above described shall be deemed sufficiently served or given at the time of the mailing thereof. 15. Binding. Subject to Section 16, below, once this Agreement is signed by all parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each parties' respective heirs, successors, assigns, transferees, agents, servants, employees and representatives. DocuSign Envelope ID: 920A255F-6455-4DD9-9B76-D8250E1422E1 Page 10 of 25 16. Assignment. (a) This Agreement is personal to Service Provider and there shall be no assignment by Service Provider of its rights or obligations under this Agreement without the prior written approval of the City Manager or designee. Any attempted assignment by Service Provider, its successors or assigns, shall be null and void unless approved in writing by the City Manager or designee. (b) Service Provider hereby agrees not to assign the payment of any monies due Service Provider from City under the terms of this Agreement to any other individual(s), corporation(s) or entity(ies). City retains the right to pay any and all monies due Service Provider directly to Service Provider. 17. Compliance With Law. In providing the services required under this Agreement, Service Provider shall at all times comply with all applicable laws of the United States, the State of California and City, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement. 18. Waiver. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. No provisions of this Agreement may be waived unless in writing and signed by all parties to this Agreement. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein. 19. Governing Law and Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California. 20. Headings. The section headings in this Agreement are for convenience and reference only and shall not be construed or held in any way to explain, modify or add to the interpretation or meaning of the provisions of this Agreement. 21. Severability. The provisions of this Agreement are severable. The invalidity, or unenforceability of any one provision in this Agreement shall not affect the other provisions. 22. Interpretation. The parties acknowledge that this Agreement in its final form is the result of the combined efforts of the parties and that, should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against either party, but rather by construing the terms in accordance with their generally accepted meaning. 23. Attorney's Fees. If either party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this Agreement, DocuSign Envelope ID: 920A255F-6455-4DD9-9B76-D8250E1422E1 Page 11 of 25 the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorney's fees and legal expenses. 24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the reference, incorporated into and made a part of this Agreement. 25. Precedence of Documents. In the event of any conflict between the body of this Agreement and any exhibit or attachment hereto, the terms and conditions of the body of this Agreement shall control and take precedence over the terms and conditions expressed within the exhibit or attachment. Furthermore, any terms or conditions contained within any exhibit or attachment hereto which purport to modify the allocation of risk between the parties, provided for within the body of this Agreement, shall be null and void. 26. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 27. No Third Party Beneficiaries. The rights, interests, duties, and obligations defined within this Agreement are intended for the specific parties hereto as identified in the preamble of this Agreement. Notwithstanding anything stated to the contrary in this Agreement, it is not intended that any rights or interests in this Agreement benefit or flow to the interest of any third parties. 28. Extent of Agreement. Each party acknowledges that they have read and fully understand the contents of this Agreement. This Agreement represents the entire and integrated agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified only by written instrument duly authorized and executed by both City and Service Provider. 29. The City Manager, or designee, is hereby authorized and directed to execute and implement this Agreement. The previous sentence is not intended to delegate any authority to the City Manager to administer the Agreement, any delegation of authority must be expressly included in the Agreement. [SIGNATURES FOLLOW ON THE NEXT PAGE.] DocuSign Envelope ID: 920A255F-6455-4DD9-9B76-D8250E1422E1 Page 12 of 25 IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written. CITY OF FRESNO, a California municipal corporation By: Georgeanne A. White City Manager APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Brandon M. Collet Date Supervising Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk By: Date Deputy Addresses: City: City of Fresno Attention: Jennifer Ruiz, Deputy City Manager 2600 Fresno Street Fresno, CA 93721-3600 Phone: (559) 621-7778 E-mail: Jennifer.Ruiz@fresno.gov POVERELLO HOUSE, a 501(c)3 Nonprofit Organization By: Name: Title: (If corporation or LLC., Board Chair, Pres. or Vice Pres.) By: Name: Title: (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) Service Provider: Poverello House Attention: Zachary D. Darrah, CEO 412 F Street Fresno, CA 93706 Phone: 559-498-6988 E-mail: zdarrah@poverellohouse.org Attachments: 1. Exhibit A - Scope of Services 2. Exhibit B - Insurance Requirements 3. Exhibit C - Conflict of Interest Disclosure Form DocuSign Envelope ID: 920A255F-6455-4DD9-9B76-D8250E1422E1 Zachary D. Darrah Chief Executive Officer 12/1/2023 Page 13 of 25 EXHIBIT A SCOPE OF SERVICES Service Agreement between City of Fresno and Poverello House Warming Center Operations A. WARMING CENTER ACTIVATION Poverello House requires 72-hour notice from the City of Fresno to open the warming center. The 72-hour notice will enable Poverello House to secure staffing for the warming center locations. B. LOCATION(S) HOURS OF OPERATION & ACCOMMODATIONS Poverello House will operate warming centers at locations that the City of Fresno has secured. When the temperature is forecasted within 72 hours to drop below 35 degrees, Poverello House will open the warming centers. The hours of operation are 7 p.m. to 7 a.m. The days of operation are estimated at 25 days per year. Poverello House staff will begin setup and preparation at 6:00 p.m.(no clients will have access) and clean/close each evening beginning at 7:00 a.m. to 8:00 a.m. Maximum occupation of facilities will not exceed maximum occupancy of the space. C. INTAKE AND POLICIES 1. Establish a policy and procedure for responding to unaccompanied minors. Poverello House will have an intake process for people accessing the warming center and policies regarding unaccompanied minors. 2. Poverello House’s Warming Center Staff will coordinate with Poverello House Street Outreach and Navigation Team to link warming center guests to navigation services. 3. Services will be provided in English and Spanish. If needed, Poverello House will use translation services for other languages to communicate services to guests. 4. Written policies and procedures for the Warming Center will be provided upon request, containing information about the following: a. General program policies and procedures b. Staff responsibilities/code of conduct DocuSign Envelope ID: 920A255F-6455-4DD9-9B76-D8250E1422E1 Page 14 of 25 c. Guest responsibilities/code of conduct d. Animal care and safety: service animals and companion animals e. ADA compliance and accommodations f. Any potential reasons for denials to entry and guest removals g. First-aid h. Fire and emergency procedures i. Sexual harassment j. Guest confidentiality requirements k. Safety and Communicable Disease Management l. Covid-19 Safety Guidelines m. Drug and Substance Abuse policy for employees and guests attending the warming center n. Non-discrimination and Diversity, Equity and Inclusion policies o. Chain of custody p. Unaccompanied minors 5. Poverello House will create a grievance policy that will enable guests to anonymously file a complaint or concern regarding the warming center. D. STAFF & TRAINING 1. Operate warming centers, with adequate staffing ratios (minimum (1) staff member for every (20) guests and a minimum of (2) staff on-site at all times). 2. Ensure there is a trained supervisor and security personnel on location premises during all operating hours. 3. Provide staff to operate the warming centers, who are trained in advance on the following: a. Process to allow guests to bring service or companion animals into the warming centers. b. Process to assess and mitigate risk associated with allowing guests into the warming centers who may be under the influence of substances as long as they do not pose a risk to themselves or others. c. De-escalation and trauma-informed care strategies. d. Data collection and intake processes to ensure proper documentation and reporting about the warming center operation. DocuSign Envelope ID: 920A255F-6455-4DD9-9B76-D8250E1422E1 Page 15 of 25 e. compassionate and dignified care to people experiencing homelessness. The training will include learning de-escalation tactics, mental health first aid, administering Narcan, and other topics pertinent for individuals experiencing homelessness. E. SAFETY & SECURITY 1. Poverello House staff will ensure no cooking, vaping, or smoking occurs inside the building. Poverello House will also provide adequate first aid kits to accommodate the number of people in the warming centers. Provide staff to ensure a safe and secure area for personal property storage with controlled-access. Poverello House will provide security for the Warming Center sites. Security will be Poverello House staff and not a third-party vendor. Security will receive training from Poverello House staff that promotes empathy, compassion, and cultural competency. Training will include de-escalation training and trauma-informed care. Security will keep records of all incidents and report to the appropriate staff. F. MEALS AND PERSONAL CARE 1. Poverello House will provide dinner and breakfast for guests in the warming center sites. 2. Water and snacks will also be available. 3. Personal protective equipment (PPE) will be available for staff and guests upon request. G. MEDICATION AND SUBSTANCE USE 1. Poverello House will not permit alcohol or illegal substance use onsite. 2. Poverello House staff will admit guests who appear under the influence of a substance as long as they do not pose a risk to themselves or others. H. COLLABORATION 1. Poverello House will work with the City of Fresno to ensure good neighbor practices are followed. 2. Poverello House will comply with onsite visits by City of Fresno staff. I. REPORTING AND DATA COLLECTION Poverello House will collect guest’s information and enter it into a survey created by the City of Fresno and submitted as part of daily closure procedures. Poverello House will collect information City of Fresno requires, including but not limited to: DocuSign Envelope ID: 920A255F-6455-4DD9-9B76-D8250E1422E1 Page 16 of 25 1. Number of Guests. 2. Total attendance tracked daily/hourly. 3. Sign in/Sign out. Sign-in sheets must be kept and made available upon request. 4. Number of guest and service animals or pets attending overnight. 5. Age, gender and demographic of guests. 6. Number of guests linked to navigation and emergency shelter services. CITY OF FRESNO TO PROVIDE: 1. Facilities for warming centers. 2. Blankets 3. Cots 4. TB Testing for Warming Center Staff DocuSign Envelope ID: 920A255F-6455-4DD9-9B76-D8250E1422E1 Page 17 of 25 Budget 1. The Poverello house shall invoice the City of Fresno according to actual services provided at the rates detailed below. Receipts and supporting documentation (timesheets, etc.) shall be provided to the City of Fresno with each invoice. DocuSign Envelope ID: 920A255F-6455-4DD9-9B76-D8250E1422E1 Page 18 of 25 DocuSign Envelope ID: 920A255F-6455-4DD9-9B76-D8250E1422E1 Page 19 of 25 EXHIBIT B INSURANCE REQUIREMENTS Service Agreement between City of Fresno (City) and Poverello House (Service Provider) Cooling and Warming Center Operations MINIMUM SCOPE OF INSURANCE 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 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. 4. Professional Liability (Abuse & Molestation) Insurance that insures against liability arising out of the bodily injury, personal injury, and third-party property damage occurring because of the wrongful or negligent acts attributable to the institution. This coverage should protect against a wide range of potential claims, including but not limited to athletics, alcohol, assault, verbal or physical abuse, campus crime, sexual molestation and other sexual misconducts. MINIMUM LIMITS OF INSURANCE Service Provider, or any party the Service Provider subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to City, its officers, officials, employees, agents, and volunteers as additional insureds, 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) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, DocuSign Envelope ID: 920A255F-6455-4DD9-9B76-D8250E1422E1 Page 20 of 25 (iv) $2,000,000 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. 4. EMPLOYER’S LIABILITY: (i) 1,000,000 each accident for bodily injury; (ii) $1,000,000 disease each employee; and, (iii) $1,000,000 disease policy limit. 5. PROFESSIONAL LIABILITY (Abuse & Molestation): (i) $1,000,000 per claim/occurrence; and, (ii) $2,000,000 policy aggregate. UMBRELLA OR EXCESS INSURANCE In the event Service Provider 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 City, its officers, officials, employees, agents, and volunteers. DEDUCTIBLES AND SELF-INSURED RETENTIONS Service Provider shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and Service Provider shall also be responsible for payment of any self-insured retentions. Any deductibles or self-insured retentions must be declared to on the Certificate of Insurance, and approved by, the City’s Risk Manager or designee. At the option of the City’s Risk Manager or designee, either: The insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its officers, officials, employees, agents, and volunteers; or Service Provider shall provide a financial guarantee, satisfactory to City’s Risk Manager or designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall City be responsible for the payment of any deductibles or self-insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions: City, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds. Service Provider shall establish additional insured status for the City and for all operations by use of ISO Form CG 20 10 04 13 or CG 20 26 04 13 or by an DocuSign Envelope ID: 920A255F-6455-4DD9-9B76-D8250E1422E1 Page 21 of 25 executed manuscript insurance company endorsement providing additional insured status as broad as that contained in ISO Form CG 20 10 04 13 or CG 20 26 04 13. The coverage shall contain no special limitations on the scope of protection afforded to City, its officers, officials, employees, agents, and volunteers. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to the Additional Insured. For any claims relating to this Agreement, Service Provider’s insurance coverage shall be primary insurance with respect to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the CITY, its officers, officials, employees, agents, and volunteers shall be excess of Service Provider’s insurance and shall not contribute with it. Service Provider shall establish primary and non-contributory status by using ISO Form CG 20 01 04 13 or by an executed manuscript insurance company endorsement that provides primary and non-contributory status as broad as that contained in ISO Form CG 20 01 04 13. 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. The Workers’ Compensation insurance policy is to contain, or be endorsed to contain, the following provision: Service Provider and its insurer shall waive any right of subrogation against City, its officers, officials, employees, agents, and volunteers. If the Professional Liability (Abuse & Molestation) insurance policy is written on a claims- made form: The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by Service Provider. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than a five (5) year discovery period. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the Agreement or the commencement of work by Service Provider, Service Provider must purchase “extended reporting” coverage for a minimum of five (5) years completion of the Agreement work or termination of the Agreement, whichever occurs first. A copy of the claims reporting requirements must be submitted to City for review. These requirements shall survive expiration or termination of the Agreement. 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 by certified mail, return receipt requested, has been given to City. Service Provider is also responsible for providing written notice to the City 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, Service Provider shall furnish City with a new certificate and applicable endorsements for such DocuSign Envelope ID: 920A255F-6455-4DD9-9B76-D8250E1422E1 Page 22 of 25 policy(ies). In the event any policy is due to expire during the work to be performed for City, Service Provider 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. Should any of the required policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by any defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits. The fact that insurance is obtained by Service Provider shall not be deemed to release or diminish the liability of Service Provider, including, without limitation, liability under the indemnity provisions of this Agreement. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Service Provider. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Service Provider, its principals, officers, agents, employees, persons under the supervision of Service Provider, vendors, suppliers, invitees, consultants, sub- consultants, subcontractors, or anyone employed directly or indirectly by any of them. VERIFICATION OF COVERAGE Service Provider shall furnish City with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the City’s Risk Manager or designee prior to City’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. Upon request of City, Service Provider shall immediately furnish City with a complete copy of any 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. SUBCONTRACTORS - If Service Provider subcontracts any or all of the services to be performed under this Agreement, Service Provider shall require, at the discretion of the City Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the City to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by City Risk Manager or designee. If no Side Agreement is required, Service Provider 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. DocuSign Envelope ID: 920A255F-6455-4DD9-9B76-D8250E1422E1 EXHIBIT C DISCLOSURE OF CONFLICT OF INTEREST Cooling and Warming Center Operations YES* NO 1 Are you currently in litigation with the City of Fresno or any of its agents? 2 Do you represent any firm, organization, or person who is in litigation with the City of Fresno? 3 Do you currently represent or perform work for any clients who do business with the City of Fresno? 4 Are you or any of your principals, managers, or professionals, owners or investors in a business which does business with the City of Fresno, or in a business which is in litigation with the City of Fresno? 5 Are you or any of your principals, managers, or professionals, related by blood or marriage to any City of Fresno employee who has any significant role in the subject matter of this service? 6 Do you or any of your subcontractors have, or expect to have, any interest, direct or indirect, in any other contract in connection with this Project? * If the answer to any question is yes, please explain in full below. Explanation: Signature Date Name Company Address □ Additional page(s) attached. City, State, Zip December 1, 2023 Zachary D. Darrah Poverello House 412 F. Street Fresno, CA 93706 Page 24 of 25 APPENDIX C CERTIFICATION FOR LOCAL PREFERENCE DocuSign Envelope ID: 920A255F-6455-4DD9-9B76-D8250E1422E1 Page 25 of 25 Respondent’s Name:_______________________________ (Submit with Proposal, if applicable) ATTACHMENT CERTIFICATION FOR LOCAL PREFERENCE Project Name: We certify that we qualify as a local business pursuant to Fresno Municipal Code Section 4-109(b)(1). Location of Business: Primary Office Please provide street address Branch Office (No P.O. Box) (Please mark as applicable) Address: Phone: The undersigned Respondent hereby declares under penalty of perjury under the laws of the State of California that the information contained on this CERTIFICATION FOR LOCAL PREFERENCE is correct and complete. The above Statement is part of the Proposal. Signing this Proposal on the signature page thereof shall also constitute signature of this Certification. Respondents are cautioned that making a false certification may subject the certifier to criminal prosecution. DocuSign Envelope ID: 920A255F-6455-4DD9-9B76-D8250E1422E1 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1775 Agenda Date:12/7/2023 Agenda #: 1.-E. REPORT TO THE CITY COUNCIL FROM:JERRY P. DYER, Mayor Office of the Mayor and City Manager TYLER MAXWELL, Council President Council District 4 ANNALISA PEREA, Vice President Council District 1 MIKE KARBASSI, Councilmember Council District 2 SUBJECT RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center RECOMMENDATION The Administration, Council President Maxwell, Council Vice President Perea and Councilmember Karbassi recommend approval of the Resolution EXECUTIVE SUMMARY On December 1, 2023, the City transitioned operations of the Animal Center from Fresno Humane Services to City of Fresno employees. Assisting the City are veterinarians from UC Davis, Koret Animal Shelter Medicine Program. The Animal Center has become overcrowded to a crisis point such that additional intake of animals would be beyond the City’s control and not in the best interest of the animals in the Center. The Animal Center is overcrowded due to the decreased spay/neuter during the COVID-19 pandemic, increased intakes and surrenders, decreased adoptions, congested kennel space that contributes to canine infectious respiratory disease and feline panleukopenia virus, and veterinary staffing shortages. The current capacity issues have created an urgent and immediate need to temporarily restrict the intake of animals at the Animal Center, to ensure the proper running of the Animal Center and to safeguard the health and safety of the animals currently impounded. Restricting intake will give the City and consulting veterinarians the opportunity to properly assess the health of the animals and establish policies and procedures related to intake procedures and City of Fresno Printed on 12/22/2023Page 1 of 2 powered by Legistar™ 12/07/2023 LC/AP 7-0 AS AMENDED R. 2023-303 A RELATED ITEM IS COMING BACK File #:ID 23-1775 Agenda Date:12/7/2023 Agenda #: 1.-E. operation of the Center. ENVIRONMENTAL FINDINGS N/A LOCAL PREFERENCE N/A FISCAL IMPACT N/A Attachment:Resolution City of Fresno Printed on 12/22/2023Page 2 of 2 powered by Legistar™ 1 of 2 Date Adopted: Date Approved: Effective Date: City Attorney Approval: ______ Resolution No. RESOLUTION NO. ____________ A JOINT RESOLUTION OF THE MAYOR AND COUNCIL OF THE CITY OF FRESNO, CALIFORNIA, TO DECREASE THE ANIMAL INTAKE AT THE CITY OF FRESNO ANIMAL CENTER WHEREAS, the City of Fresno is obligated to provide animal control and impound services within its jurisdictional boundaries; and WHEREAS, the City operates the City of Fresno Animal Center (Animal Center) for the purpose of providing animal control and impound services; and WHEREAS, the Animal Center has become overcrowded to a crisis point such that additional intake of animals would be beyond the City’s control; and WHEREAS, the City is diligently working in consultation with the University of California, Davis Koret Shelter Medicine Program to address the overcrowding crisis and capacity issues; and WHEREAS, the City’s Animal Center is overcrowded due to issues beyond the City’s control including but not limited to, decreased spay/neuter during the COVID-19 pandemic, increased intakes and surrenders, decreased adoptions, congested kennel space that contributes to canine infectious respiratory disease and feline panleukopenia virus, veterinary staffing shortages; and WHEREAS, the current capacity issues have created an urgent and immediate need to temporarily restrict the intake of animals at the Animal Center, to ensure the proper running of the Animal Center and to safeguard the health and safety of the animals currently impounded. 2 of 2 NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the City of Fresno as follows: 1. The City Manager is hereby authorized to restrict the intake of animals at the Animal Center as necessary to address the aforementioned overcrowding and capacity issues to ensure the health and safety of the animals housed therein. 2. This resolution shall be effective upon final approval. * * * * * * * * * * * * * * STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing resolution was adopted by the Council of the City of Fresno, at a regular meeting held on the day of 2023. AYES : NOES : ABSENT : ABSTAIN : TODD STERMER, CMC City Clerk By: Deputy Date APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Angela M. Karst Date Senior Deputy City Attorney 1 Mary Quinn From:noreply@granicusideas.com Sent:Monday, December 4, 2023 4:28 PM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting KRIS THOMPSON submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: If this resolution is passed this will hurt the public by disposing of unwanted pets all over the city and county and we will have more of the animal population uncontrolled. We need them to work with accepting more animals by spaying and neutering and clearing the backlog of animals by using rescue organizations. There are many rescue organizations that are available to assist if they were only asked. I am a board member of Fresno TNR who has helped spay over 6000 felines in 2023 and this is possible if they would only reach out to partner. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 9:17 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Lisa Persons submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: I highly oppose this action. We need more availability for people to take unwanted animals in Fresno, no less. We are just overwhelmed with the animal population here in Fresno. People need to be educated on spay/neuter, rescue and adoption options. Please partner with rescue organizations instead of decreasing intake....it's our only hope! View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect yMicrosoft Office pautomatic downlopicture from the 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 9:20 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Alejandra Lopez submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: Limiting the amount of animals that can be taken off the streets is a disservice to the community. Rather, free or low cost spay and neuter events that are not dependent on a household income should be frequently provided (1st Saturday of every month or so) to all who reside in Fresno. This way there are less unhoused animals needing intake and is a more humane solution to limit the amount of animals needing intake. Please do not limit the amount of animals that can be saved through intake and adopted out after sterilization. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 9:24 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Betty Brooks submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: How can you.limit number of intakes. Fresno has a problem and you only making it worse. Wake up!! Let's work together!! View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 9:28 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Vicki Gostanian submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: Where will the animals go? City/County needs to offer free or reduced fees for spaying and neutering. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 9:30 AM To:Clerk Agendas Subject:[BULK] New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Megan May submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: Decreasing the capacity of a much-needed resource for the animal community is only going to have a negative impact. Every shelter is overcrowded across the nation. Even the shelter is a better place, overcrowding and all, than having CHP or animal control retrieve animal carcasses from the road or highways because people had nowhere else to put them. This will have a chain reaction effect. The only thing that could in theory even help would be allocating funds for an additional shelter, or for additional space and resources for current shelters to ease some of the load. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 9:31 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Jennifer Spliethof submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: They need to offer a better solution then just stopping intake. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect yMicrosoft Office pautomatic downlopicture from the 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 9:32 AM To:Clerk Agendas Subject:[BULK] New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting MaryAnn Woods submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: I understand how overwhelming the situation is but it has also been allowed to get to this state because of a lack of enforcement of existing laws and the need to establish laws to curb the breeding of these animals. What is your solution for the overflow? Leave these animals on the street? They not only create health hazards, but create unsafe environments for neighborhoods and cause road hazards and accidents. Simply saying we aren�€™t going to deal with it doesn�€™t make it go away. It�€™s only going to get worse and we as rescuers do not feel we have the support of our officials when they deter us from trying to combat the situation as best we can with the resources we have. I don�€™t understand why when we are short human doctors we reach out to other countries, why not do so for a vet. Initially the cost may be more but it�€™s an avenue to look at so we can get someone in place sooner than later. I just feel that this head in the sand mentality is going to create an even bigger crisis and animal cruelty crimes are going to increase as they become detrimental to peoples lifestyles. I oppose this resolution because it is not a resolution to our crisis. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings 2 To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 9:33 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Elizabeth Williams submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: Ya'll need to expand, have shelters in different parts of the city/County. They could specialize in different areas of treatment, example... An intake hospital ( with emergency medical). A transitional hospital for socialization and getting ready for adoption and finally a big, really big place for adopting ( which should be nominal). Every animal should be spayed or neutered with vaccines, I know it sounds like a lot of money, but it will save money in the long term and Ya'll don't have to kill anyone �Ÿ˜€ View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 9:39 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Glinda Samano submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: We have such an overpopulation of unwanted animals as it is now. We really do need more affordable spay and neuter options. Programs like Fresno TNR are really making a difference in our community. Limiting animal intake is not the answer. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 9:47 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Ruby Echeverria submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: Shelters need to expand! The money is there you guys just choose not to use it for important things like this. All we ask is either expand the shelters or no change at all. We can make such a huge impact in our environment if we get animals off the streets and into shelters/homes. So many lives could change for the better!! Animals and Humans! View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect yMicrosoft Office pautomatic downlopicture from the 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 9:49 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Deborah Blake submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: We need more shelters and room for our homeless population of our fur babies. They need us more than ever we can�€™t abandon them let�€™s make more room and give them a warm roof over their heads until they can be adopted to a loving home. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 10:12 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Carol Snyder submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: I know it's a bad situation, but if these animals are not taken in the problem is only going to get worse. Thank you to TNR groups, they are trying to slow the problem down. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 10:14 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Cindy Piper submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: I oppose this action. Yes, the level of unhomed animals in shelters is overwhelming but so to is the number of unhomed animals on the street. Simply closing the doors in not an option that will address this problem. Please look to map a way out of this problem. Since the shelter is too full, reach out to rescues all over the state / Western states to take in more of our animals to clear up space. Look for a way to get regularly scheduled affordable spay/neuter services at this facility and well as possibly satellite facilities around the city / county. Bottom line, there needs to be a way to curb animal overpopulation. Create an accessible system for people to report / receive care for stray animals. Don't work in isolation, talk with related groups, agencies with interest and expertise in this area to problem solve and find solutions. Work in collaboration with the county, neighboring counties. Find a way to attract and keep full-time verterinary care at this facility and in our community. Perhaps there is a way for a menu of veterinarians to have a private practice and then work a certain number of days a month at this facility. Maybe there's a way that new veterinarians can have part of their educational debt forgived for working for a certain period of time in this type of community service. The Fresno Animal Center has such potential to serve both animals and the public in Fresno. View and Analyze eComments 2 This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect yMicrosoft Office pautomatic downlopicture from the 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 10:19 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Carol Westberg submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: What has happened to the spay and neuter campaign? It seems to me that lately we're only doing half the job of "animal control", and that half is falling on the shoulders of the few brave, tireless souls that actually get their backs into this overpopulation crisis. Why isn't there a huge educational push on the dire need to get our pets SPAYED or NEUTERED? It helped before. It's more responsible to say I've spayed/neutered than to say I've rescued. Rescue is the last important step, but folks aren't seeing the whole picture. Refusing animals is to refuse to do your due diligence. This isnt the solution. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 10:26 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Ruth T submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: You built this State of Art facility to help the animals and bragged how wonderful it will be. You are nothing but liars all you did was replace the horrible SPCA that you felt did a wonderful job. Do something about the backyard breeders. There is a law that is not enforced. You gave done nothing for these poor abandoned and unwanted animals other then euthanize which you don�€™t have a problem doing. The Mayor and Councilman brought their show case pet to the grand opening to brag about how there are animal lovers and haven�€™t heard a word since regarding all of great animals that are suffering and being killed by you because if no room. You are pathetic View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 10:30 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Felicia Ramos submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: I oppose fresno county animal control limiting animal intakes View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect yMicrosoft Office pautomatic downlopicture from the 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 10:43 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Nancy Leas submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: What has happened to the spay and neuter campaign? It seems to me that lately we're only doing half the job of "animal control", and that half is falling on the shoulders of the few brave, tireless souls that actually get their backs into this overpopulation crisis. Why isn't there a huge educational push on the dire need to get our pets SPAYED or NEUTERED? It helped before. It's more responsible to say I've spayed/neutered than to say I've rescued. Rescue is the last important step, but folks aren't seeing the whole picture. Refusing animals is to refuse to do your due diligence. This isnt the solution. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 11:04 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Mayra Hernandez submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: Don't agree.I oppose. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect yMicrosoft Office pautomatic downlopicture from the 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 12:00 PM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Samantha Anderson submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: Does one of the reasons for limiting the number of intakes allowed relate to the number of kittens/puppies under 2 pounds that aren�€™t making it out of this facility? It is heartbreaking to see so many lives cut short due to there not being enough fosters. However, what would people do with them or take them after being turned away from a shelter they know had to accept them in the past? I believe the chances of them being dropped off at the shelter and awaiting a possible foster is greater than the chances of them waiting to be saved abandoned somewhere in the middle of nowhere. There should be more advocates for foster and spay/neutering. Booklets could be made to handout, especially to those dropping animals off. Educate them on the euthanasia rates for intaking bottle/mush babies. List the horrible injuries/deaths animals succumb to everyday from being abandoned, on the streets and unaltered. What diseases they are prone to when unvaccinated. Maybe this reality check will push people further to do what needs to be done for their pets. Keep posting about the google form that fosters can fill out for them to be the first contacted about any intakes needing immediate foster. Refusing these innocent lives will only result in more on the streets, diseases running rampant and suffering. Humanely ending their lives when they had no chance to begin with is sometimes the last best option in most cases unfortunately. View and Analyze eComments 2 This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect yMicrosoft Office pautomatic downlopicture from the 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 12:20 PM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Linzi Mathews submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: There are already limited options and people continue to dump cats. At a minimum improve the spay/neuter program options to curb the problem. Way too many cats in the community continuing to repopulate due to limited affordable costs to alter pets. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 12:29 PM To:Clerk Agendas Subject:[BULK] New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Ann Adams submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: I strongly oppose this. We have heard fresno animal center tell the public to go let friendly unowned kittens loose on the street to starve, be hit by cars etc. As they said they have no more room. This is unacceptable! The city animal designated center must take in all stray, unowned, homeless pets. We need free spay/ neuter for all strays and $20 or less for owned pets in order to get reproduction under control. We also need a tremendous amount of education campaigns across fresno County to educate the public on the importance of all pets being spayed/neutered, to the point that there should be fine for unfixed pets. For instance no one should be able to get back a pet at the facility that is not fixed. Other counties follow these measures and it works! Let's do what is right by these animals! Fresno can do these measures and make major improvements to get homeless pets off the streets! View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 2:38 PM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Sabrina James submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: Limiting or capping a service the City should be providing is something I strongly oppose. Yes the Central Valley has a huge pet overpopulation problem, that needs to be addressed by reducing the number of animals in the city, not turning a blind eye and closing doors. Expanding low cost spay & neuter programs, laws (and enforcement!) that restrict and prevent backyard breeders and increased education are just a few of the items this city should be considering. Visions of a 3rd world country with stray & hurt animals running the streets are what I envision with this resolution that is being presented. Please do the right thing for the people and the animals of this community! View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 2:47 PM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Lori Harkins submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: If you decrease the animal intake, what will happen to the animals??? I know the City is overwhelmed by the stray/feral situation. It is not the animals fault! The City needs to do more to curb this situation. Fine irresponsible pet owners. Impose an up to 3% tax increase on cigarettes or something to support a new, as well as existing Shelters! These Street animals deserve compassion, love and help just as much as some of the Homeless Humans do. Where there is a will there is a way. You simply just don't give up. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect yMicrosoft Office pautomatic downlopicture from the 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 2:50 PM To:Clerk Agendas Subject:[BULK] New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Liz T submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: I truly think you should double the size of the facility add on a second story. It would cost less in the long run then building a new facility for euthanizing half of your animals every week. Everyday I see at least six stray dogs and at least three or four hit cats. Fresno is out of control pet wise. It would be so much nicer to be able to bring these pets to your facility to be fixed get their shots and rehomed. Your facility also needs to be open from 6:00 a.m. until 7:00 p.m. just simply do a split shift you would not have to hire more . Common Sense has to come in somewhere . You can't run a facility from 9:00 a.m. to 4:00 p.m. and expect people to come adopt the animals or volunteer.. We all work full-time jobs . View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 3:18 PM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Beth mouse submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: You need to serve these animals BETTER not worse. open your doors 6am-7pm, do a split shift of staff. Make a FREE clinics to fix your animals. Build a 2nd story. but DO NOT TURN THEM AWAY anymore...This can be fixed. Less money on 'beatifying" Fresno and more "saving" Fresno. 3rd world countries do not have this many animals running around. Start fining the ppl who leave their animals in the house when they move. BIG FINE... Fine the breeders, Fine the ppl that sell in Craigslist, at taco bell and in the Fresno Bee or leave them in a cage on the road. All the homeless ppl have pets that are breeding every day. You give them housing and tell them NO PETS. so there is another dog on the street preggers and a person with no one to talk to. THINK before you act!!! send a van, pick up the pet, fix it and give it shots. give it back to the homeless man with a food program. Less programs for immigration and more for ppl and pets who are already here for gods sake. Stop the fighting rings. I remember you used to have a note from your landlord before you could adopt. now if you have money, take the animal. so sad. NO control. Chip and register that animal before it leaves the facility. NO CA ID? NO DOG OR CAT!! Be responsible for these little critters. USE the recourses around here and ask for help. Call Oregon and see if they have a program to help us. call someone... fix all the animals for FREE. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings 2 To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 3:18 PM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Beth mouse submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: You need to serve these animals BETTER not worse. open your doors 6am-7pm, do a split shift of staff. Make a FREE clinics to fix your animals. Build a 2nd story. but DO NOT TURN THEM AWAY anymore...This can be fixed. Less money on 'beatifying" Fresno and more "saving" Fresno. 3rd world countries do not have this many animals running around. Start fining the ppl who leave their animals in the house when they move. BIG FINE... Fine the breeders, Fine the ppl that sell in Craigslist, at taco bell and in the Fresno Bee or leave them in a cage on the road. All the homeless ppl have pets that are breeding every day. You give them housing and tell them NO PETS. so there is another dog on the street preggers and a person with no one to talk to. THINK before you act!!! send a van, pick up the pet, fix it and give it shots. give it back to the homeless man with a food program. Less programs for immigration and more for ppl and pets who are already here for gods sake. Stop the fighting rings. I remember you used to have a note from your landlord before you could adopt. now if you have money, take the animal. so sad. NO control. Chip and register that animal before it leaves the facility. NO CA ID? NO DOG OR CAT!! Be responsible for these little critters. USE the recourses around here and ask for help. Call Oregon and see if they have a program to help us. call someone... fix all the animals for FREE. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings 2 To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 3:23 PM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Sandra Dickson submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: TNR is the only thing that works. Yet you took the program away. There has been an explosion of kittens born because of this. It's a self created problem. If not the pound then who? What are you going to do about them? I thought that's what all this is about. The SPCA helping animals. I am open to suggestions, but this is not a good one. Making it a law you can't feed ferals is ridiculous. The cats just leave and go to surrounding neighborhoods. That is not a solution. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect yMicrosoft Office pautomatic downlopicture from the 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 9:19 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Shannyne Tamayo submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: This will not help only harm the already overwhelming amount of animals all over the city that aren't accounted for. FRESNO TNR has spayed/neutered 6000 felines this year. If you could partner with California Spay and Neuter I think it would help cut down the numbers if unwanted animals as well as dumped etc. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect yMicrosoft Office pautomatic downlopicture from the 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 9:18 AM To:Clerk Agendas Subject:[BULK] New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Kimberley Neel submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: The number of unwanted cats in the street is a huge crisis facing the city. Please reach out to rescue organizations that are actually making a difference instead of adding to the problem by limiting your intake numbers. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 4:33 PM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Robyn Bowman submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: Maybe the city should rethink the ridiculous raise they gave to the city council members and use that money towards actually helping resolve issues in Fresno such as the problem you already have with the Fresno animal center. You found millions to waste on poorly designed and implimented bike lanes but you can't find the money to increase capacity at your animal center? That's pathetic! Pandering for optics doesn't achieve anything or solve any real problems. Thank goodness for the organizations that are really helping the situation because without them the problem would be even worse. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 7:33 PM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Nyein Win submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: As a taxpayer, it�€™s inexcusable to me that Fresno doesn�€™t have a solid animal control department. It�€™s disgusting. I�€™m sick of the excuses that there�€™s no funding when $20 million was spent building a �€œstate of the art�€ facility. Must have been a nice kickback involved for the board members. But there has been zero actual animal control happening. Zero public outreach or education. We, as private citizens who pay our taxes shouldn�€™t have to be relying on private donations of time and money to get anything done when it comes to treating animals humanely. I�€™m tired of hearing the excuses that there�€™s no money. How do we have so many stray animals here? How is that dog fighting is still even something that goes on in our city? This is why everyone thinks of us as the armpit or California. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect yMicrosoft Office pautomatic downlopicture from the 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 8:13 PM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Maritza Martinez submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: If not the animal center then what options are there to help animals? Restricting intake is a terrible decision because what options will these animals have? View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 8:23 PM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Guillermina Madrid submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: It is unacceptable that government officials have not found a way to allocate funding and enact the proper legislation to address animal overpopulation in the city of Fresno. I live in the Tower District as well as on a property in the county. Animals are frequently dumped and left to form packs to fend for themselves in the country, on highways, and in impoverished areas. The result is that many cats and dogs die of disease, starvation, and by being hit by cars. This, in and of itself, is also a public health crisis. Grassroots organizations of citizens have done more to solve this problem through TNR and rescue groups than is being done by our own city. They are spaying, neutering, providing education, partnering with veterinarians and pet hospitals, and fostering and placing animals for adoption to combat this very serious problem that is only growing due to negligence from our city officials. Citizens are able to make more of an impact than our city officials while working full time jobs and fundraising from locals. The money is there, but it is being used for purposes that do not solve actual problems in our city. Spaying and neutering is the answer to reduce numbers so why is it that we have not seen a plan put into place to address this on a city-wide level? You wouldn't need to reduce the number of animals accepted into shelters if this was made a priority from the start through strategic planning. View and Analyze eComments 2 This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect yMicrosoft Office pautomatic downlopicture from the 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 10:18 PM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting A A submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: Definitely oppose decreasing the number of intakes at the shelter. You need to increase your budget for shelters and find funding to fix the problem of overpopulation of dogs/cats. Reducing the intakes WILL NOT stop the reproduction and dumping of animals. You are trying to put a bandaid on something that is way deeper. Look at all the hard work groups like FRESNO TNR have done to help fix the problem. They provide AFFORDABLE prices to fix cats. They give Fresno county and other residents the much needed resources to fix and release cats. Why can�€™t you work with organizations like them to do the same for other dogs/cats? If they are doing it why not follow the example and provide the man power? If you work with animal activists and others in the community I�€™m 100% there can be a solution that will eliminate the root of the problem. We can�€™t close the door on the existing strays and surrenders we currently have. I understand they are at capacity but this will continue to be a problem and later on worse if we don�€™t provide affordable spay/neuter and enforce owners to spay/neuter existing pets to control the over population. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings 2 To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 11:23 PM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Karen Frazer submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: Mayor Dyer said it on a news cast. We need to spay and neuter our pets. And yet we have a clinic where that could happen sit empty. We can't turn away animals that are unaltered. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Tuesday, December 5, 2023 11:40 PM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Susan Leon submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: Fresno has a huge issue with roaming pets and to decrease the intake of pets is unfathomable. What do you suggest we do with them? Do you have other suggestions? What is your rationale for this proposal? View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Wednesday, December 6, 2023 2:09 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Sarah Hueck submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: I oppose decreasing intake of animals into the City�€™s animal shelter - this is exactly the opposite of what needs to happen in order to help Fresno�€™s many animals in need. Instead, I encourage the City to adopt different strategies, such as providing funding to local animal rescues which are securing sterilization and veterinary care for these animals. Turning away sick, injured, and orphaned neonatal animals is inhumane, and I have been disappointed to see this occur. I moved from the Bay Area to Fresno in 2019 and was shocked to encounter so many stray cats and dogs roaming throughout the city. I would encourage those overseeing the Animal Center to increase outreach in order to fill veterinarian positions (such as, creating a partnership with UC Davis School of Veterinary Medicine) and offer competitive pay and school debt relief to incentivize moving to Fresno. Thank you for your consideration. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect yMicrosoft Office pautomatic downlopicture from the 1 Mary Quinn From:noreply@granicusideas.com Sent:Wednesday, December 6, 2023 3:00 AM To:Clerk Agendas Subject:[BULK] New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Jocelyn Contreras submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: I�€™d rather pay tax money to help animals than everything else that isn�€™t needed. I 100% oppose to this idea. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Wednesday, December 6, 2023 4:27 AM To:Clerk Agendas Subject:[BULK] New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Jesus MontanoRamirez submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: Decrease? It should be increase we have a big issue with overpopulation of cats and dogs in the city of Fresno! Spay/Neutered programs are needed. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Wednesday, December 6, 2023 4:47 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Andrea Schulz submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: Please increase the budget for the shelter and increase the budget for free spay/neuter/vaccinate. Please apply for state, federal and private foundation funds for a SNIP bus. Please increase funding for HALO Cafe and HOPE Clinic. Leaving strays on the street increases danger to the public. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect yMicrosoft Office pautomatic downlopicture from the 1 Mary Quinn From:noreply@granicusideas.com Sent:Wednesday, December 6, 2023 5:16 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Kathy O'Keefe submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: I have rescued and fostered too many dogs and cats due to owners irresponsibility. Nonprofit organizations trying to have more cats and dogs spayed and nentered are under stress just trying to keep up with this issue. Fresno City and County need more funds and resources, not what is being proposed now. Allocate more funds and commitment. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect yMicrosoft Office pautomatic downlopicture from the 1 Mary Quinn From:noreply@granicusideas.com Sent:Wednesday, December 6, 2023 5:41 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Bonnie Kelley submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: Fresno is already failing it's canine and feline population. Limiting or closing access to the shelter is not the answer. I don't know what the answer is, but Fresno has to figure out a way to do better for our furry companions/residents. Don't take a step backwards please. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Wednesday, December 6, 2023 6:26 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Gwen Stephney submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: This is not the answer. Increasing spay and neuter programs available to the public is much more likely to limit the number of animals. There are wait times of months and only a limited number of programs. If the City can bring in a program to take over or assist with the shelter, then we can certainly fund more programs to get ahead of the population. It�€™s not that adoptions are decreasing. It is that the population is increasing. Please do not move forward with this resolution, as it will not help the problem. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Wednesday, December 6, 2023 6:27 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Jane Ali submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: We should do everything we can to help the animals in our community. Unlike humans they can not help themselves. We should have more free programs for spay and neuter, so there are no excuses for the over population issues we are seeing now. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Wednesday, December 6, 2023 7:34 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Brina Carr submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: I oppose this proposal as it is very short sighted. With more animals roaming the streets we�€™ll see an increase in the population of strays/ unwanted animals, increase of injured animals (and humans) and allow for the spread of disease. What are the cities long term goals to do something about this issue? We can not adopt, euthanize or ignore (closing shelter doors) our way out of the situation this city is in. Start addressing the cause of the issue (breeding & lack of spay/ neuter options) for a long term and sustainable plan! The people and animals of Fresno deserve better than this! View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Wednesday, December 6, 2023 8:19 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Tim Hulse submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: This is a horrible stance to stop taking stray into the shelter. The city needs to help us educate and team up with rescue organizations to help get strays into a shelter where they can be adopted out. Please don�€™t bury your heads in the sand over this issue! View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Wednesday, December 6, 2023 8:46 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Elyse Mize submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: Capacity for care is a horrible stance to take. Turning away strays violates Hayden's law and is a huge detriment to the community. It is a dereliction of duty of the municipality to do this not to mention it is illegal. Take a look at the communities of Bakersfield and El Paso Texas to see the worst of the worst of what this stance does to communities. It is dangerous and inhumane. I'm a co-founder of Fix Front Street in Sacramento, as well as non-profit Fix Our Shelters. We are fighting against this very thing in our locality and across our state. You don't have the infrastructure in place to do this, you are actually making the problem worse. The animals will continue breeding at a higher rate on the streets. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Wednesday, December 6, 2023 8:49 AM To:Clerk Agendas Subject:[BULK] New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Gloria M submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: If the shelter begins to stop taking in strays, or pets turned over..how with the owners find their pets? It's A disservice to humanity to stop acting with our hearts, but instead our minds and budgets .These animals are significant and should not be distegarded. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Wednesday, December 6, 2023 8:54 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Irina Dyatlovskaya submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: It is policy damaging to the community. It lacks empathy and humanity. Instead shall be more community outreach and implementing foster programs and public education programs. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Wednesday, December 6, 2023 8:55 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Irene Capps submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: Under no circumstances should these strays be abandon. Focus on ways to help, not just give up. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Wednesday, December 6, 2023 8:55 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Kat M submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: C4C is inhumane and does not support the reality that we feeders, fosters, caretakers, and trappers are experiencing. Turning away animals with the excuse of not having capacity is criminal. Shelters need to take in all stray animals, leaving them on the streets for the community to care for is NOT the answer. Expand the shelter if needed, but take responsibility! View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect yMicrosoft Office pautomatic downlopicture from the 1 Mary Quinn From:noreply@granicusideas.com Sent:Wednesday, December 6, 2023 8:55 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Shaina S submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: We have seen at other shelters how this does not work. We have seen so many animals turned away that needed help because of this. More animals dumped as well. View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. 1 Mary Quinn From:noreply@granicusideas.com Sent:Wednesday, December 6, 2023 8:59 AM To:Clerk Agendas Subject:New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Follow Up Flag:Follow up Flag Status:Flagged External Email: Use caution with links and attachments City of Fresno New eComment for City Council on 2023-12-07 9:00 AM - Regular Meeting Maria Bessem submitted a new eComment. Meeting: City Council on 2023-12-07 9:00 AM - Regular Meeting Item: 1.-E. ID 23-1775 RESOLUTION - to Decrease the Animal Intake at the City of Fresno Animal Center eComment: This has failed in other California geographies. Dumped and abandoned animals will increase, as will illness. Please instead, partner with rescues, allow them more partnership as stakeholders. Ban breeding to stem the flow. Use funding for mobile neuter/spay vehicles. Many better ideas that limiting intake. Thank you View and Analyze eComments This email was sent from https://fresno.granicusideas.com. Unsubscribe from future mailings To help protect yMicrosoft Office pautomatic downlopicture from the City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1703 Agenda Date:12/7/2023 Agenda #:1.-F. REPORT TO THE CITY COUNCIL FROM:BILLY P. ALCORN, Fire Chief Fire Department SUBJECT Actions related to amending agreement #A211006364 with the California Office of Emergency Services (Cal OES) 1. Approve acceptance of Cal OES amendments one through five for an increase of $341,800 for Haz Mat training agreement #A211006364 and authorize the Fire Chief to compensate Fire personnel to staff vacancies caused by training attendance. 2. ***RESOLUTION - Adopt the 28th Amendment to the Annual Appropriation Resolution 2023-185 to appropriate $341,800 from the Cal OES to provide Haz Mat training (Requires Five Affirmative Votes) (Subject to Mayor’s Veto). RECOMMENDATION It is recommended Council approve the 28th Amendment of the Annual Appropriation Resolution (AAR) 2023-185 to accept the Cal OES additional awards of $341,800 to the FY 2024 Fire Department budget. EXECUTIVE SUMMARY The Fire Department participated in a solicitation for Type II Hazardous Materials Apparatus as part of the Cal OES Haz Mat program. Fresno Fire was awarded one apparatus. In addition, Fresno Fire was awarded Agreement #A211006364 to cover the costs of training personnel in order to staff the apparatus. Cal OES has recently revised Agreement #A21006364 with Amendments one through five bringing the total award to $450,000 between October 1, 2021, and June 30, 2024. BACKGROUND Cal OES, Fire, Rescue, and Haz Mat Program is developing a Regional Hazardous Materials (Haz Mat) Program which will be similar to the Cal OES Fire Engine Program. The program is intended to provide additional response capability and fill in the gaps across the state where there is limited or no response capability for Hazardous Materials by Rail. Cal OES distributed twelve (12) Type 2 Haz Mat Emergency Response Vehicles. Each of the Vehicles have required FIRESCOPE Type 2 standardized equipment. City of Fresno Printed on 12/22/2023Page 1 of 2 powered by Legistar™ 12/07/2023 GB/NE 7-0 R. 2023-304 APPROVED ON CONSENT File #:ID 23-1703 Agenda Date:12/7/2023 Agenda #:1.-F. In addition,Cal OES coordinates all required training for personnel who are not trained to the Specialist level for a FIRESCOPE Type 2 Haz Mat Response,as well as,cover the cost of the training.In September 2022,Agreement #A211006364 was entered into between Fresno Fire Department and Cal OES for $100,000 to cover the cost of the necessary backfill for those staff attending the required training.In March 2023,amendment number one was made increasing the agreement award amount by an additional $50,000.Research by the department indicates this $150,000 was never approved by Council.Furthermore,$108,200 has already been spent from the General Fund and reimbursed to the State Miscellaneous Grant Fund.A correcting journal is being processed to correct the revenue to the General Fund.Moving forward,the remaining balance of the initial award plus all amendments ($341,800)needs to be appropriated in order to continue the Haz Mat Response Team education. FISCAL IMPACT No impact to the General Fund.Expenditures are reimbursable under the Miscellaneous State Grant Fund. LOCAL PREFERENCE Local preference was not implemented because this item is not an award of a construction or services contract. ENVIRONMENTAL FINDINGS This item is not a project as defined by the California Environmental Quality Act. Attachments:Office of Emergency Services Agreement #A211006364 28th Amendment to AAR 2023-185 City of Fresno Printed on 12/22/2023Page 2 of 2 powered by Legistar™ NOV 14 2023 PD:skb RESOLUTION NO. A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO ADOPTING THE 28th AMENDMENT TO THE ANNUAL APPROPRIATION RESOLUTION 2023-185 TO APPROPRIATE $341,800 FROM THE CALIFORNIA OFFICE OF EMERGENCY SERVICES (CAL OES) TO PROVIDE HAZ MAT TRAINING BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FRESNO: THAT PART III of the Annual Appropriation Resolution No. 2023-185 be and is hereby amended as follows: Increase/(Decrease) TO: FIRE DEPARTMENT Misc State Grants - Fire $ 341,800 THAT account titles and numbers requiring adjustment by this Resolution are as follows: General Fund Revenues: Account String: 2070-2072-1630-330-433401-16-3-0000-0000- $ 341,800 Total Revenues $ 341,800 Appropriations: Account String: 2070-2072-1630-330-651301-16-3-0000-0000- $ 341,800 Total Appropriations $ 341,800 THAT the purpose is to appropriate $341,800 for anticipated FY 2024 expenditure overages in relation to providing Haz Mat training to Fire Department staff. Date Approved: Effective Date: Date Adopted: 1 of 2 Resolution No. CLERK’S CERTIFICATION STATE OF CALIFORNIA} COUNTY OF FRESNO } ss. CITY OF FRESNO } I, TODD STERMER, 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 , 2023 AYES: NOES: ABSENT: ABSTAIN: Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Veto: , 2023 TODD STERMER, CMC City Clerk BY: Deputy 2 of 2 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1621 Agenda Date:12/7/2023 Agenda #: 1.-G. REPORT TO THE CITY COUNCIL FROM:BRIAN BARR, Director General Services Department BY:MIGUEL RAMIREZ, Senior Management Analyst General Services Department SUBJECT Approve the award of a cooperative purchase agreement to Pape Kenworth of Fresno, California, for the purchase of three Kenworth T880 dump trucks in the amount of $805,471 for the Department of Public Works. RECOMMENDATION Staff recommends that the Council approve the award of a cooperative purchase agreement to Pape Kenworth of Fresno, California, for the purchase of three Kenworth T880 dump trucks in the amount of $805,471 for the Department of Public Works EXECUTIVE SUMMARY The Department of Public Works (DPW), Street Maintenance Division seeks to purchase three Kenworth T880 dump trucks as replacements for a total amount of $805,471. The new trucks for DPW, Street Maintenance Division will be 16-foot dump trucks. The new units will be purchased through a competitively solicited cooperative procurement process administered by Sourcewell. BACKGROUND The Department of Public Works, Street Maintenance Division, is responsible for maintaining 1,740 miles of City streets and boulevards. As street pavements degrade to the end of their service life, asphalt overlays are needed to restore the street back to a good and serviceable condition. This maintenance treatment is performed annually by the Street Maintenance Division utilizing heavy equipment to break up existing pavement, and dump trucks to haul away the debris. Currently, the material created from road demolition is transported by 15 dump trucks, all more than 18 years old and suffering from frequent breakdowns. Included in the FY2024 adopted budget is funding to replace three units. The new Kenworth T880 dump trucks will be built to a specification similar to the existing units, updated with the latest technology to offer superior maneuverability, visibility, and performance. The new units will be compliant with the applicable US 2010 emissions City of Fresno Printed on 12/22/2023Page 1 of 2 powered by Legistar™ 12/07/2023 GB/NE 7-0 APPROVED ON CONSENT File #:ID 23-1621 Agenda Date:12/7/2023 Agenda #: 1.-G. standard, while providing improved fuel economy and power. The heavy truck class of equipment is on a 10 year or 100,000-mile replacement schedule which has been established by the Fleet Management Division as the optimum replacement point.Currently the units identified for replacement are more than 18 years old and have incurred significant repair costs over the last few years. The new trucks will be purchased utilizing a competitively solicited cooperative procurement process administered by Sourcewell.The total purchase price is $805,471,this price includes the Sourcewell discount applied to City purchases as well as delivery and sales tax at 8.35%.The Purchasing Division has approved this contract and recommends Council to approve. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act (CEQA)Guidelines Section 15378, the award of this contract does not qualify as a project as defined by CEQA. LOCAL PREFERENCE Local preference is not applicable because this is a cooperative purchase.However,Pape Kenworth is located in the city of Fresno. FISCAL IMPACT No general funds will be used to purchase these items.The funding to cover the purchase cost of the Kenworth T880 trucks has been included in the FY2024 adopted budget.The Streets Maintenance Division dump trucks will be paid for utilizing SB1 and PROP 111 Gas Tax. Attachments: Pape Kenworth Contract#060920-KTC Original RFP Proof of Publication Proposal Opening Record Proposal Evaluation Comment and Review Board Resolutions Exhibit C Insurance Requirements City of Fresno Printed on 12/22/2023Page 2 of 2 powered by Legistar™ 060920-KTC Rev. 2/2020 1 Solicitation Number: RFP #060920 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Kenworth Truck Company, Division of PACCAR Inc., 10630 N.E. 38th Place, Kirkland, WA 98033 (Vendor). Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION. This Contract expires August 1, 2024, unless it is cancelled sooner pursuant to Article 24. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor. C. SURVIVAL OF TERMS. Articles 11 through 16 survive the expiration or cancellation of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Vendor’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new/current model. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in 060920-KTC Rev. 2/2020 2 Vendor’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. Vendor warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship pursuant to the express vehicle warranty and extended warranties provided with all Vendor’s vehicles. Vendor does not warrant or accept responsibility or liability for any parts separately warrantied, for example, body installations, or engines not manufactured by Vendor (which carry a separate manufacturer’s warranty). In addition, Vendor warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Vendor’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that is effective past the expiration of the Vendor’s warranty will be passed on to the Participating Entity. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor’s authorized dealers, distributors, and/or resellers relative to the Equipment, Products, and Services related to this Contract. This list may be updated from time-to-time and is incorporated into this Contract by reference. It is the Vendor’s responsibility to ensure Sourcewell receives the most current version of this list. 3. PRICING All Equipment, Products, or Services under this Contract will be priced as stated in Vendor’s Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location. Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities. 060920-KTC Rev. 2/2020 3 Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. 4. PRODUCT AND PRICING CHANGE REQUESTS Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must: x Identify the applicable Sourcewell contract number; x Clearly specify the requested change; x Provide sufficient detail to justify the requested change; x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and 060920-KTC Rev. 2/2020 4 x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Request Form will be become an amendment to this Contract and be incorporated by reference. 5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential members to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Vendor’s employees may be required to perform work at government- owned facilities, including schools. Vendor’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically, a Participating Entity will issue an order directly to Vendor. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration of this Contract; however, Vendor performance, 060920-KTC Rev. 2/2020 5 Participating Entity payment, and any applicable warranty periods or other Vendor or Participating Entity obligations may extend beyond the term of this Contract. Vendor’s acceptable forms of payment are included in Attachment A. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order may be negotiated between a Participating Entity and Vendor, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entitles may require the use of a Participating Addendum; the terms of which will be worked out directly between the Participating Entity and the Vendor. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. PERFORMANCE BOND. If requested by a Participating Entity, Vendor will provide a performance bond that meets the requirements set forth in the Participating Entity’s order. If a performance bond is requested by a Participating Entity, Vendor’s dealer will have sole responsibility to agree to and establish the bond. D. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Participating Entity and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. E. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased; 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements; or 3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Participating Entity. F. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase. 060920-KTC Rev. 2/2020 6 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: x Maintenance and management of this Contract; x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made). The Report must contain the following fields: x Customer Name (e.g., City of Staples Highway Department); x Customer Physical Street Address; x Customer City; x Customer State/Province; x Customer Zip Code; x Customer Contact Name; x Customer Contact Email Address; x Customer Contact Telephone Number; x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description; x Item Purchased Price; x Sourcewell Administrative Fee Applied; and x Date Purchase was invoiced/sale was recognized as revenue by Vendor. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Vendor may not charge Participating Entities more than the contracted 060920-KTC Rev. 2/2020 7 price to offset the Administrative Fee. The Vendor will submit a check payable to Sourcewell for the administrative fee amount stated in the Proposal multiplied by the total number of trucks purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Sourcewell- assigned contract number in the memo and must be mailed to the address above “Attn: Accounts Receivable.” Payments must be received no later than 45 calendar days after the end of each calendar quarter. Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Vendor’s Authorized Representative is the person named in the Vendor’s Proposal. If Vendor’s Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing. 10. ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld. B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties. C. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it. D. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. E. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their 060920-KTC Rev. 2/2020 8 respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent. 11. LIABILITY Vendor must indemnify, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees, to the extent arising out of the performance of this Contract by the Vendor or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. 12. AUDITS Sourcewell reserves the right to review the books, records, documents, and accounting procedures and practices of the Vendor relevant to this Contract for a minimum of 6 years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. 13. GOVERNMENT DATA PRACTICES Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract. If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request. 14. INDEMNIFICATION As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Vendor in violation of applicable patent or copyright laws. 15. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: 060920-KTC Rev. 2/2020 9 a. Sourcewell grants to Vendor a royalty-free, worldwide, non-exclusive right and license to use theTrademark(s) provided to Vendor by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Vendor. b. Vendor grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Vendor’s Trademarks in advertising and promotional materials for the purpose of marketing Vendor’s relationship with Sourcewell. 2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to its and their respective distributors, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use; Quality Control. a. Sourcewell must not alter Vendor’s Trademarks from the form provided by Vendor and must comply with Vendor’s removal requests as to specific uses of its trademarks or logos. b. Vendor must not alter Sourcewell’s Trademarks from the form provided by Sourcewell and must comply with Sourcewell’s removal requests as to specific uses of its trademarks or logos. c. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s Trademarks only in good faith and in a dignified manner consistent with such party’s use of the Trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of vendors which may be used until the next printing). Vendor must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract. 060920-KTC Rev. 2/2020 10 D.ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services. 16.GOVERNING LAW, JURISDICTION, AND VENUE Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota. 17.FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 18.SEVERABILITY If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed. 19.PERFORMANCE, DEFAULT, AND REMEDIES A.PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1.Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2.Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have 30 calendar days to cure an outstanding issue. 3.Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed will be borne by the Vendor. B.DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 060920-KTC Rev. 2/2020 11 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may: x Exercise any remedy provided by law or equity, or x Terminate the Contract or any portion thereof, including any orders issued against the Contract. 20. INSURANCE A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following: 1. Workers’ Compensation and Employer’s Liability. Workers’ Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for Products-Completed operations $2,000,000 general aggregate 060920-KTC Rev. 2/2020 12 3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers’ Compensation, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Professional Liability. During the term of this Contract, Vendor will maintain coverage for all claims the Vendor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Vendor’s professional services required under this Contract. Minimum Limits: $2,000,000 per claim or event $2,000,000 – annual aggregate 6. Network Security and Privacy Liability Insurance. During the term of this Contract, Vendor will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Vendor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Minimum limits: $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. All policies must include 060920-KTC Rev. 2/2020 13 there will be no cancellation, suspension, non-renewal, or reduction of coverage without 30 days’ prior written notice to the Vendor. Upon request, Vendor must provide to Sourcewell copies of applicable policies and endorsements, within 10 days of a request. Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract. C. Intentionally Omitted. D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self- insurance in accordance with Vendor’s risk management practices. 21. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Vendor must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Participating Entities. 22. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing. Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian 060920-KTC Rev. 2/2020 14 government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 23. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may also require additional requirements based on specific funding specifications. Within this Article, all references to “federal” should be interpreted to mean the United States federal government. The following list only applies when a Participating Entity accesses Vendor’s Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference. If required to file compliance reports, Vendor will provide AAP and EEO1 reports only. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work 060920-KTC Rev. 2/2020 15 Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis-Bacon Act provisions. C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above. 060920-KTC Rev. 2/2020 16 F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right 060920-KTC Rev. 2/2020 17 also includes timely and reasonable access to Vendor’s personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 24. CANCELLATION Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Sourcewell Kenworth Truck Company, Division of PACCAR Inc. By: __________________________ By: __________________________ Jeremy Schwartz Mike Kleespies Title: Director of Operations & Procurement/CPO Title: Director Medium Duty Sales Date: ________________________ Date: ________________________ Approved: By: __________________________ Chad Coauette Title: Executive Director/CEO Date: ________________________ 5)3 &ODVV&KDVVLVZLWK5HODWHG(TXLSPHQW $FFHVVRULHVDQG6HUYLFHV 9HQGRU'HWDLOV &RPSDQ\1DPH .HQZRUWK7UXFN&RPSDQ\'LYLVLRQRI3$&&$5,QF $GGUHVV 1(WK3ODFH .LUNODQG:DVKLQJWRQ &RQWDFW 0LNH.OHHVSLHV (PDLO PLNHNOHHVSLHV#SDFFDUFRP 3KRQH +67 6XEPLVVLRQ'HWDLOV &UHDWHG2Q 0RQGD\0D\ 6XEPLWWHG2Q 7XHVGD\-XQH 6XEPLWWHG%\ 0LNH.OHHVSLHV (PDLO PLNHNOHHVSLHV#SDFFDUFRP 7UDQVDFWLRQ GDEIDFGFI 6XEPLWWHU V,3$GGUHVV Bid Number: RFP 060920 Vendor Name: Kenworth Truck Company, Division of PACCAR Inc. 6SHFLILFDWLRQV 7DEOH 3URSRVHU,GHQWLW\ $XWKRUL]HG5HSUHVHQWDWLYHV *HQHUDO,QVWUXFWLRQV DSSOLHVWRDOO7DEOHV 6RXUFHZHOOSUHIHUVDEULHIEXWWKRURXJKUHVSRQVHWRHDFKTXHVWLRQ3OHDVHGRQRWPHUHO\ 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Financial Strength and Stability - paccar-2019-annual financial report.pdf - Thursday May 28, 2020 16:29:19 Marketing Plan/Samples - Marketing support docs.zip - Thursday May 28, 2020 16:45:51 WMBE/MBE/SBE or Related Certificates - Women in Trucking Award.docx - Thursday May 28, 2020 16:29:38 Warranty Information - Kenworth Warranty Documents.zip - Thursday May 28, 2020 16:29:57 Pricing - Member Pricing Matrix for Kenworth Trucks.pdf - Thursday June 04, 2020 12:28:28 Additional Document - Kenworth Additional Supporting Docs.zip - Tuesday June 09, 2020 12:15:59 Bid Number: RFP 060920 Vendor Name: Kenworth Truck Company, Division of PACCAR Inc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¶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³6SHFLDOO\'HVLJQDWHG1DWLRQDOVDQG%ORFNHG3HUVRQV´OLVWPDLQWDLQHGE\WKH2IILFHRI)RUHLJQ$VVHWV&RQWURO RIWKH8QLWHG6WDWHV'HSDUWPHQWRIWKH7UHDVXU\IRXQGDW KWWSV ZZZWUHDVXU\JRYRIDFGRZQORDGVVGQOLVWSGI E ,QFOXGHGRQWKHJRYHUQPHQWZLGHH[FOXVLRQVOLVWVLQWKH8QLWHG6WDWHV6\VWHPIRU$ZDUG0DQDJHPHQWIRXQGDW KWWSV ZZZVDPJRYSRUWDO RU F 3UHVHQWO\GHEDUUHGVXVSHQGHGSURSRVHGIRUGHEDUPHQWGHFODUHGLQHOLJLEOHRUYROXQWDULO\H[FOXGHGIURPSURJUDPVRSHUDWHG Bid Number: RFP 060920 Vendor Name: Kenworth Truck Company, Division of PACCAR Inc. 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Rev. 2/2020 Sourcewell RFP #060920 Class 4-8 Chassis with Related Equipment, Accessories, and Services Page 1 RFP #060920 REQUEST FOR PROPOSALS for Class 4-8 Chassis with Related Equipment, Accessories, and Services Proposal Due Date: June 9, 2020, 4:30 p.m., Central Time Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Class 4-8 Chassis with Related Equipment, Accessories, and Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell- mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 9, 2020, at 4:30 p.m. Central Time, and late proposals will not be considered. Solicitation Schedule Public Notice of RFP Published: April 16, 2020 Pre-proposal Conference: May 19, 2020 10:00 a.m., Central Time Question Submission Deadline: June 2, 2020, 4:30 p.m., Central Time Proposal Due Date: June 9, 2020, 4:30 p.m., Central Time Late responses will not be considered. Opening: June 9, 2020, 6:30 p.m., Central Time ** ** SEE RFP SUB-SECTION V. G. “OPENING” Rev. 2/2020 Sourcewell RFP #060920 Class 4-8 Chassis with Related Equipment, Accessories, and Services Page 2 I. ABOUT SOURCEWELL PARTICIPATING ENTITIES A. SOURCEWELL Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that facilitates a competitive public solicitation and contract award process for the benefit of its 50,000+ participating entities across the United States and Canada. Sourcewell’s solicitation process complies with State of Minnesota law and policies, conforms to Canadian trade agreements, and results in cooperative contracting solutions from which Sourcewell’s Participating Entities procure equipment, products, and services. Cooperative contracting provides participating entities and vendors increased administrative efficiencies and the power of combined purchasing volume that result in overall cost savings. At times, Sourcewell also partners with other purchasing cooperatives to combine the purchasing volume of their membership into a single solicitation and contract expanding the reach of contracted vendors’ potential pool of end users. Sourcewell uses a website-based platform, the Sourcewell Procurement Portal, through which all proposals to this RFP must be submitted. B. USE OF RESULTING CONTRACTS In the United States, Sourcewell’s contracts are available for use by: Federal and state government entities; Cities, towns, and counties/parishes; Education service cooperatives; K-12 and higher education entities; Tribal government entities; Some nonprofit entities; and Other public entities. In Canada, Sourcewell’s contracts are available for use by: Provincial and territorial government departments, ministries, agencies, boards, councils, committees, commissions, and similar agencies; Regional, local, district, and other forms of municipal government, municipal organizations, school boards, and publicly-funded academic, health, and social service entities referred to as MASH sector (this should be construed to include but not be limited to the Cities of Calgary, Edmonton, Toronto, Calgary, Ottawa, and Winnipeg), as well as any corporation or entity owned or controlled by one or more of the preceding entities; Rev. 2/2020 Sourcewell RFP #060920 Class 4-8 Chassis with Related Equipment, Accessories, and Services Page 3 Crown corporations, government enterprises, and other entities that are owned or controlled by these entities through ownership interest; Members of the Rural Municipalities of Alberta (RMA) and their represented Associations, Saskatchewan Association of Rural Municipalities (SARM), Saskatchewan Urban Municipalities Association (SUMA), Association of Manitoba Municipalities (AMM), Local Authority Services (LAS), Municipalities Newfoundland and Labrador (MNL), Nova Scotia Federation of Municipalities (NSFM), and Federation of Prince Edward Island Municipalities (FPEIM). For a listing of current United States and Canadian Participating Entities visit Sourcewell’s website (note: there is a tab for each country’s listing): https://www.sourcewell- mn.gov/sourcewell-for-vendors/member-locator. Access to contracted equipment, products, or services by Participating Entities is typically through a purchase order issued directly to the applicable vendor. A Participating Entity may request additional terms or conditions related to a purchase. Use of Sourcewell contracts is voluntary and Participating Entities retain the right to obtain similar equipment, products, or services from other sources. To meet Participating Entities’ needs, public notice of this RFP has been broadly published, including notification in the United States to each state-level procurement department for possible re-posting. Proof of publication will be available at the conclusion of the solicitation process. II. EQUIPMENT, PRODUCTS, AND SERVICES A. SOLUTIONS-BASED SOLICITATION This RFP and contract award process is a solutions-based solicitation; meaning that Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and that are commonly desired or are required by law or industry standards. B. REQUESTED EQUIPMENT, PRODUCTS, OR SERVICES It is expected that Proposers will offer a wide array of equipment, products, or services at lower prices and with better value than what they would ordinarily offer to a single government entity, a school district, or a regional cooperative. 1. Sourcewell is seeking proposals for Class 4-8 Chassis with Related Equipment, Accessories, and Services, including, but not to be limited to: a. Chassis and cabs as classified by gross vehicle weight ratings (GVWR): Rev. 2/2020 Sourcewell RFP #060920 Class 4-8 Chassis with Related Equipment, Accessories, and Services Page 4 Class 4: 14,001-16,000 lbs Class 5: 16,001-19,500 lbs Class 6: 19,501-26,000 lbs Class 7: 26,001-33,000 lbs Class 8: 33,001+ lbs b. A wide range of Class 4-8 chassis types and classifications, including conventional internal combustion, natural gas or propane autogas, hybrid or alternative fuel, and electric powered Class 4-8 Chassis. c. Proposers may include Class 3 chassis provided that they are complementary to Proposer’s offering of Class 4-8 chassis. d. Proposers may include related equipment, accessories, and services to the extent that the solutions are an incidental portion of the response. 2. The primary focus of this solicitation is on Class 4-8 Chassis with Related Equipment, Accessories, and Services. This solicitation should NOT be construed to include: a. Transit buses. 3. This solicitation does not include those equipment, products, or services covered under categories included in contracts currently maintained by Sourcewell: a. School Buses with Related Supplies, Parts and Services (RFP #102115); and b. Vehicles, Cars, Vans, SUVs, and Light Trucks with Related Equipment, Accessories, and Services (RFP #120716). Generally, the solutions for Participating Entities are turn-key solutions, providing a combination of equipment, products and services, delivery, and installation to a properly operating status. However, equipment or products only solutions may be appropriate for situations where Participating Entities possess the ability, either in-house or through local third- party contractors, to properly install and bring to operation the equipment or products being proposed. Sourcewell prefers vendors that provide a sole source of responsibility for the products and services provided under a resulting contract. If Proposer requires the use of dealers, resellers, or subcontractors to provide the products or services, the Proposal should address how the products or services will be provided to Participating Entities and describe the network of dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting contract. Rev. 2/2020 Sourcewell RFP #060920 Class 4-8 Chassis with Related Equipment, Accessories, and Services Page 5 Sourcewell desires the broadest possible selection of equipment, products, and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities. C. REQUIREMENTS It is expected that Proposers have knowledge of all applicable industry standards, laws, and regulations and possess an ability to market and distribute the equipment, products, or services to Participating Entities. 1. Safety Requirements. All items proposed must comply with current applicable safety or regulatory standards or codes. 2. Deviation from Industry Standard. Deviations from industry standards must be identified with an explanation of how the equipment, products, and services will provide equivalent function, coverage, performance, and/or related services. 3. New Equipment and Products. Proposed equipment and products must be for new, current model; however, Proposer may offer certain close-out equipment or products if it is specifically noted in the Pricing proposal. 4. Delivered and operational. Unless clearly noted in the Proposal, equipment and products must be delivered to the Participating Entity as operational. 5. Warranty. All equipment, products, supplies, and services must be covered by a warranty that is the industry standard or better. D. ANTICIPATED CONTRACT TERM Sourcewell anticipates that the term of any resulting contract(s) will be four (4) years. Up to two one-year extensions may be offered based on the best interests of Sourcewell and its Participating Entities. E. ESTIMATED CONTRACT VALUE AND USAGE Based on past volume of similar contracts, the estimated annual value of all transactions from contracts resulting from this RFP are anticipated to be USD $150 Million; therefore, proposers are expected to propose volume pricing. Sourcewell anticipates considerable activity under the contract(s) awarded from this RFP; however, sales and sales volume from any resulting contract are not guaranteed. F. MARKETING PLAN Proposer’s sales force will be the primary source of communication with Participating Entities. The Proposer’s Marketing Plan should demonstrate Proposer’s ability to deploy a sales force or dealer network to Participating Entities, as well as Proposer’s sales and service capabilities. It is expected that Proposer will promote and market any contract award. Rev. 2/2020 Sourcewell RFP #060920 Class 4-8 Chassis with Related Equipment, Accessories, and Services Page 6 G. ADDITIONAL CONSIDERATIONS 1. Contracts will be awarded to Proposers able to best meet the need of Participating Entities. Proposers should submit their complete line of equipment, products, or services that are applicable to the scope of this RFP. 2. Proposers should include all relevant information in its proposal, since Sourcewell cannot consider information that is not included in the Proposal. Sourcewell reserves the right to verify Proposer’s information and may request clarification from a Proposer, including samples of the proposed equipment or products. 3. Depending upon the responses received in a given category, Sourcewell may need to organize responses into subcategories in order to provide the broadest coverage of the requested equipment, products, or services to Participating Entities. Awards may be based on a subcategory. 4. A Proposer’s documented negative past performance with Sourcewell or its Participating Entities occurring under a previously awarded Sourcewell contract may be considered in the evaluation of a proposal. III. PRICING A. REQUIREMENTS All proposed pricing must be: 1. Either Line-Item Pricing or Percentage Discount from Catalog Pricing, or a combination of these: a. Line-item Pricing is pricing based on each individual product or services. Each line must indicate the Vendor’s published “List Price,” as well as the “Contract Price.” b. Percentage Discount from Catalog or Category is based on a percentage discount from a catalog or list price, defined as a published Manufacturer’s Suggested Retail Price (MSRP) for the products or services. Individualized percentage discounts can be applied to any number of defined product groupings. Proposers will be responsible for providing and maintaining current published MSRP with Sourcewell, and this pricing must be included in its proposal and provided throughout the term of any Contract resulting from this RFP. 2. The Proposer’s ceiling price (Ceiling price means that the proposed pricing will be considered as the highest price for which equipment, products, or services may be billed to a Participating Entity). However, it is permissible for vendors to sell at a price that is lower than the contracted price; 3. Stated in U.S. and Canadian dollars (as applicable); and 4. Clearly understood, complete, and fully describe the total cost of acquisition (e.g., the cost of the proposed equipment, products, and services delivered and operational for its intended purpose in the Participating Entity’s location). Rev. 2/2020 Sourcewell RFP #060920 Class 4-8 Chassis with Related Equipment, Accessories, and Services Page 7 Proposers should clearly identify any costs that are NOT included in the proposed product or service pricing. This may include items such as installation, set up, mandatory training, or initial inspection. Include identification of any parties that impose such costs and their relationship to the Proposer. Additionally, Proposers should clearly describe any unique distribution and/or delivery methods or options offered in the Proposal. B. ADMINISTRATIVE FEES Proposers are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating the resulting contracts. The administrative fee is normally calculated as a percentage of the total sales to Participating Entities for all contracted equipment, products, or services made during a calendar quarter, and is typically one percent (1%) to two percent (2%). In some categories, a flat fee may be an acceptable alternative. IV. CONTRACT Proposers awarded a contract will be required to execute a contract with Sourcewell (see attached template). Only those modifications the Proposer indicates in its proposal will be available for discussion. Much of the language in the Contract reflects Minnesota legal requirements and cannot be altered. Numerous and/or onerous exceptions that contradict Minnesota law may result in the Proposal being disqualified from further review and evaluation. To request a modification to the Contract terms, conditions, or specifications, a Proposer must complete and submit the Exceptions to Terms, Conditions, or Specifications table, with all requested modifications, through the Sourcewell Procurement Portal at the time of submitting the Proposer’s Proposal. Exceptions must: 1. Clearly identify the affected article and section, and 2. Clearly note what language is requested to be modified. Unclear requests will be automatically denied. Only those exceptions that have been accepted by Sourcewell will be included in the contract document provided to the awarded vendor for signature. If a Proposer receives a contract award resulting from this solicitation it will have up to 30 days to sign and return the contract. After that time, at Sourcewell’s sole discretion, the contract award may be revoked. V. RFP PROCESS A. PRE-PROPOSAL CONFERENCE Sourcewell will hold an optional, non-mandatory pre-proposal conference via webcast on the date and time noted on page one of this RFP and on the Sourcewell Procurement Portal. The Rev. 2/2020 Sourcewell RFP #060920 Class 4-8 Chassis with Related Equipment, Accessories, and Services Page 8 purpose of this conference is to allow potential Proposers to ask questions regarding this RFP and Sourcewell’s competitive contracting process. Information about the webcast will be sent to all entities that have registered for this solicitation opportunity through their Sourcewell Procurement Portal Vendor Account. Pre-proposal conference attendance is optional. B. QUESTIONS REGARDING THIS RFP AND ORAL COMMUNICATION Questions regarding this RFP must be submitted through the Sourcewell Procurement Portal. The deadline for submission of questions is found in the Solicitation Schedule and on the Sourcewell Procurement Portal. Answers to questions will be issued through an addendum to this RFP. Repetitive questions will be summarized into a single answer and identifying information will be removed from the submitted questions. All questions, whether specific to a Proposer or generally related to the RFP, must be submitted using this process. Do not contact individual Sourcewell staff to ask questions or request information as this may disqualify the Proposer from responding to this RFP. Sourcewell will not respond to questions submitted after the deadline. C. ADDENDA Sourcewell may modify this RFP at any time prior to the proposal due date by issuing an addendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered to potential Proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of any addenda. Before a proposal will be accepted through the Sourcewell Procurement Portal, all addenda, if any, must be acknowledged by the Proposer by checking the box for each addendum. It is the responsibility of the Proposer to check for any addenda that may have been issued up to the solicitation due date and time. If an addendum is issued after a Proposer submitted its proposal, the Sourcewell Procurement Portal will WITHDRAW the submission and change the Proposer’s proposal status to INCOMPLETE. The Proposer can view this status change in the “MY BIDS” section of the Sourcewell Procurement Portal Vendor Account. The Proposer is solely responsible to check the “MY BIDS” section of the Sourcewell Procurement Portal Vendor Account periodically after submitting its Proposal (and up to the Proposal due date). If the Proposer’s Proposal status has changed to INCOMPLETE, the Proposer is solely responsible to: i) make any required adjustments to its proposal; ii) acknowledge the addenda; and iii) ensure the re-submitted proposal is received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time shown in the Solicitation Schedule above. D. PROPOSAL SUBMISSION Rev. 2/2020 Sourcewell RFP #060920 Class 4-8 Chassis with Related Equipment, Accessories, and Services Page 9 Proposer’s complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Late proposals will not be considered. It is the Proposer’s sole responsibility to ensure that the proposal is received on time. It is recommended that Proposers allow sufficient time to upload the proposal and to resolve any issues that may arise. The time and date that a Proposal is received by Sourcewell is solely determined by the Sourcewell Procurement Portal web clock. In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical support posted in the portal. It may take up to twenty-four (24) hours to respond to certain issues. Upon successful submission of a proposal, the Portal will automatically generate a confirmation email to the Proposer. If the Proposer does not receive a confirmation email, contact Sourcewell’s support provider at support@bidsandtenders.ca. To ensure receipt of the latest information and updates via email regarding this solicitation, or if the Proposer has obtained this solicitation document from a third party, the onus is on the Proposer to create a Sourcewell Procurement Portal Vendor Account and register for this solicitation opportunity. Within the Procurement Portal, all proposals must be digitally acknowledged by an authorized representative of the Proposer attesting that the information contained in in the proposal is true and accurate. By submitting a proposal, Proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award. The submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the Proposer to remedies available by law. E. GENERAL PROPOSAL REQUIREMENTS Proposals must be: In substantial compliance with the requirements of this RFP or it will be considered nonresponsive and be rejected. Complete. A proposal will be rejected if it is conditional or incomplete. Submitted in English. Valid and irrevocable for 90 days following the Proposal Due Date. Any and all costs incurred in responding to this RFP will be borne by the Proposer. F. PROPOSAL WITHDRAWAL Prior to the proposal deadline, a Proposer may withdraw its proposal. Rev. 2/2020 Sourcewell RFP #060920 Class 4-8 Chassis with Related Equipment, Accessories, and Services Page 10 G. OPENING The Opening of Proposals will be conducted electronically through the Sourcewell Procurement Portal. A list of all Proposers will be made publicly available in the Sourcewell Procurement Portal after the Proposal Due Date, but no later than the Opening time listed in the Solicitation Schedule. To view the list of Proposers, verify that the Sourcewell Procurement Portal opportunities list search is set to “All” or “Closed.” The solicitation status will automatically change to “Closed” after the Proposal Due Date and Time. VI. EVALUATION AND AWARD A. EVALUATION It is the intent of Sourcewell to award one or more contracts to responsive and responsible Proposer(s) offering the best overall quality, selection of equipment, products, and services, and price that meet the commonly requested specifications of Sourcewell and its Participating Entities. The award(s) will be limited to the number of Proposers that Sourcewell determines is necessary to meet the needs of Participating Entities. Factors to be considered in determining the number of contracts to be awarded in any category may include the following: The number of and geographic location of: o Proposers necessary to offer a comprehensive selection of equipment, products, or services for Participating Entities’ use. o A Proposer’s sales and service network to assure availability of product supply and coverage to meet Participating Entities’ anticipated needs. Total evaluation scores. The attributes of Proposers, and their equipment, products, or services, to assist Participating Entities achieve environmental and social requirements, preferences, and goals. Information submitted as part of a proposal should be as specific as possible when responding to the RFP. Do not assume Sourcewell’s knowledge about a specific vendor or product. B. AWARD(S) Award(s) will be made to the Proposer(s) whose proposal conforms to all conditions and requirements of the RFP, and consistent with the award criteria defined in this RFP. Sourcewell may request written clarification of a proposal at any time during the evaluation process. Proposal evaluation will be based on the following scoring criteria and the Sourcewell Evaluator Scoring Guide (available in the Sourcewell Procurement Portal): Rev. 2/2020 Sourcewell RFP #060920 Class 4-8 Chassis with Related Equipment, Accessories, and Services Page 11 Conformance to RFP Requirements 50 Financial Viability and Marketplace Success 75 Ability to Sell and Deliver Service 100 Marketing Plan 50 Value Added Attributes 75 Warranty 50 Depth and Breadth of Offered Equipment, Products, or Services 200 Pricing 400 TOTAL POINTS 1000 C. PROTESTS OF AWARDS Any protest made under this RFP by a Proposer must be in writing, addressed to Sourcewell’s Executive Director, and delivered to the Sourcewell office located at 202 12th Street NE, P.O. Box 219, Staples, MN 56479. The protest must be received no later than 10 calendar days’ following Sourcewell’s notice of contract award(s) or non-award and must be time stamped by Sourcewell no later than 4:30 p.m., Central Time. A protest must include the following items: The name, address, and telephone number of the protester; The original signature of the protester or its representative; Identification of the solicitation by RFP number; A precise statement of the relevant facts; Identification of the issues to be resolved; Identification of the legal or factual basis; Any additional supporting documentation; and Protest bond in the amount of $20,000, except where prohibited by law or treaty. Protests that do not address these elements will not be reviewed. D. RIGHTS RESERVED This RFP does not commit Sourcewell to award any contract and a proposal may be rejected if it is nonresponsive, conditional, incomplete, conflicting, or misleading. Proposals that contain false statements or do not support an attribute or condition stated by the Proposer may be rejected. Sourcewell reserves the right to: Modify or cancel this RFP at any time; Reject any and all proposals received; Reject proposals that do not comply with the provisions of this RFP; Select, for contracts or for discussion, a proposal other than that with the lowest cost; Rev. 2/2020 Sourcewell RFP #060920 Class 4-8 Chassis with Related Equipment, Accessories, and Services Page 12 Independently verify any information provided in a Proposal; Disqualify any Proposer that does not meet the requirements of this RFP, is debarred or suspended by the United States or Canada, State of Minnesota, Participating Entity’s state or province; has an officer, or other key personnel, who have been charged with a serious crime; or is bankrupt, insolvent, or where bankruptcy or insolvency are a reasonable prospect; Waive or modify any informalities, irregularities, or inconsistencies in the proposals received; Clarify any part of a proposal and discuss any aspect of the proposal with any Proposer; and negotiate with more than one Proposer; Award a contract if only one responsive proposal is received if it is in the best interest of Participating Entities; and Award a contract to one or more Proposers if it is in the best interest of Participating Entities. E. DISPOSITION OF PROPOSALS All materials submitted in response to this RFP will become property of Sourcewell and will become public record in accordance with Minnesota Statutes Section 13.591, after negotiations are complete. Sourcewell considers that negotiations are complete upon execution of a resulting contract. It is the Proposer’s responsibility to clearly identify any data submitted that it considers to be protected. Proposer must also include a justification for the classification citing the applicable Minnesota law. Sourcewell will not consider the prices submitted by the Proposer to be confidential, proprietary, or trade secret materials. Financial information, including financial statements, provided by a Proposer is not considered trade secret under the statutory definition. The Proposer understands that Sourcewell will reject proposals that are marked confidential or nonpublic, either substantially or in their entirety. 4/17/2020 Addendum No. 1 Solicitation Number: RFP 060920 Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Do you have a list of specifications for both the vehicles and equipment needed? Answer 1: Sourcewell utilizes a competitive, solutions-based solicitation approach that is not based on detailed specifications or finite quantities for our cooperative contract awards. A respondent is allowed to propose the entire line of products and services falling within the scope of the RFP. Section II. B. of the RFP addresses the requested equipment, products, or services for this solicitation. Question 2: How are delivery charges handled at the time of order? Is there a list of potential destinations? Answer 2: It is left to the discretion of each proposer to propose a method for delivery charges that fits with their business practices. Proposals are evaluated based on the criteria stated in the RFP. Sourcewell participating entities include thousands of governmental, higher education, K-12 education, not-for-profit, tribal government, and other public agencies located in the United States and Canada. Question 3: How do I join the Pre-proposal conference on May 19, 2020? Answer 3: Refer to Section V. A. of the RFP for additional detail on the pre-proposal conference. All entities that have registered for this solicitation opportunity in the Sourcewell Procurement Portal will receive log-in instructions via email two business days prior to the webcast. End of Addendum Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 4/16/2020, is required at the time of proposal submittal. 4/22/2020 Addendum No. 2 Solicitation Number: RFP 060920 Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Will this bid be awarded by Class and Fuel type within that class? For example, separate awardees for Class 4 Gasoline, Class 4 Electric, Class 4 CNG, Class 4 Propane, Class 4 Diesel? Answer 1: Sourcewell is seeking “… the broadest possible selection of products/equipment and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities ” (see, RFP Section II. B.). A Proposer should submit their complete line of equipment, products, or services that are applicable to the scope. Depending on the responses received, Sourcewell may need to organize responses into subcategories, and awards may be based on a subcategory (see, RFP Section II. G. 1 & 3). However, Sourcewell typically does not find it necessary to award by subcategory. Question 2: Will it now be mandatory for a Saskatchewan Rural Municipality to use this system to purchase class 4 - 8 trucks? Answer 2: Refer to RFP Section I. B., …“Use of Sourcewell contracts is voluntary and Participating Entities retain the right to obtain similar equipment, products, or services from other sources.” Question 3: Are the references that are to be submitted, required to be an existing participating entity of Sourcewell? Answer 3: It is left to the discretion of each proposer to determine how to best demonstrate their ability to serve Sourcewell participating entities and satisfy all the requirements included in the questionnaire tables. Table 4 – References/Testimonials, Line Item 21, seeks information from “three customers who are eligible to be Sourcewell participating entities.” End of Addendum Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 4/22/2020, is required at the time of proposal submittal. 4/29/2020 Addendum No. 3 Solicitation Number: RFP 060920 Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: In demonstrating Financial Strength as part of Question 9, will the supporting documents provided, end up in the public domain or is this just for Sourcewell internal use only? Answer 1: RFP Section VI., E., Disposition of Proposals, addresses the handling of materials submitted in response to the RFP under Minnesota Statutes Section 13.591. Financial information, including financial statements, provided by a Proposer is not considered trade secret under the statutory definition. End of Addendum Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 4/29/2020, is required at the time of proposal submittal. 5/4/2020 Addendum No. 4 Solicitation Number: RFP 060920 Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Would we be allowed to just bid the equipment we manufacture as we do not manufacture chassis? Answer 1: Each proposer, in its discretion, will propose the equipment, products, and services that it deems to fall within Sourcewell’s requested equipment, products, and services as described in RFP Section II. B (Requested Equipment, Products and Services). A proposal that is not in substantial compliance with the requirements of the RFP will be considered nonresponsive. End of Addendum Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 5/4/2020, is required at the time of proposal submittal. 5/12/2020 Addendum No. 5 Solicitation Number: RFP 060920 Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: How will the Administrative Fees for the resulting contracts from this RFP be determined? At what percentage rate or what flat fee can we expect to be charged? Answer 1: Refer to RFP Section III. B. – Administrative Fees, for directions on proposing an administrative fee. It is left to the discretion of each proposer to determine and propose an administrative fee that is consistent with its business and its industry. End of Addendum Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 5/12/2020, is required at the time of proposal submittal. 5/13/2020 Addendum No. 6 Solicitation Number: RFP 060920 Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Is Sourcewell responsible for the registration of vehicles, or for the determination and collection of State/Provincial or Federal taxes due, on participating entity purchases under the contract (or contracts) awarded as a result of the RFP? Answer 1: No, Sourcewell is not involved in vehicle registration, or tax determination or collection, for participating entity transactions under the awarded contracts. A Proposer is to identify any transaction costs or fees that are not included in equipment pricing as described in RFP Section III. A. – Pricing and in template Contract Section 3. A. – Pricing. To the extent that a participating entity may be exempt from taxes or fees, the participating entity is responsible for providing a tax exemption certificate as described in template Contract Section 3. B. – Sales Tax. Question 2: Is Sourcewell financially responsible for participating entity purchases under the contract (or contracts) awarded as a result of the RFP? Answer 2: Participating entities are solely responsible for payment. See template Contract Section 6. A. – Participating Entity Use and Purchasing. Question 3: Does Sourcewell bear the risk of loss in the event that a vehicle is damaged or stolen, or a transaction is terminated, before title passes to the participating entity? Answer 3: No. Transactions under the contract are between the participating entity and the awarded vendor. Sourcewell has no liability for a participating entity’s transaction or payment, and bears no risk of loss in the events described. End of Addendum Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 5/13/2020, is required at the time of proposal submittal. 5/18/2020 Addendum No. 7 Solicitation Number: RFP 060920 Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: What will be the effective dates (start and ending) for pricing submitted with the bid? Will that time frame be consistent for the 3 remaining annual periods? Answer 1: Refer to Section 3. - Pricing and Section 4. – Product and Pricing Change Requests, in the Sourcewell template Contract (available on the Sourcewell Procurement Portal), for guidance on pricing during the term of awarded contracts. Question 2: To what extent will Sourcewell make public the pricing files (IE: data books) supplied by bidders? Answer 2: Refer to RFP Section VI. E. - Disposition of Proposals for guidance on pricing material submitted in response to the RFP and applicable public data laws. Question 3: Can respondents to the solicitation expect that references provided to Sourcewell will not become public? Answer 3: Refer to RFP Section VI. E. - Disposition of Proposals, for guidance on materials submitted in response to the RFP and applicable public data laws. Question 4: For a Proposer that is a dealer representing multiple OEM brands, some of which will be submitting a response and some of which will not be submitting a response to the Sourcewell RFP, do we leave out our OEM's who are responding from our proposed solution? Answer 4: In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. So, it is left to the discretion of each proposer to determine the equipment, products, and services that the proposer will include. The solicitation is a competitive process and proposals are evaluated on the content submitted. End of Addendum Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 5/18/2020, is required at the time of proposal submittal. 5/21/2020 Addendum No. 8 Solicitation Number: RFP 060920 Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: What is expected in the Marketing Plan requirement? Is the marketing plan to be reviewed by the agency? Answer 1: Refer to RFP Section II. F. – Marketing Plan for guidance on the marketing plan requirements. Each proposer, in its discretion, will determine the content of its marketing plan. The solicitation is a competitive process and proposals will be evaluated on the content submitted. Question 2: Will the Marketing Plan be given to participating entities? Or is this just for Sourcewell? Answer 2: Refer to RFP Section VI. E. – Disposition of Proposals, for guidance on materials submitted in response to the RFP and applicable data laws. Question 3: Will the agency/customer be willing to sign an NDA in order for a vendor to share technical specification details? Answer 3: Refer to RFP Section VI. E. – Disposition of Proposals, for guidance on materials submitted in response to the RFP and applicable data laws. Question 4: Will the agency accept redlines on the contract during the procurement process? Answer 4: Refer to RFP Section IV. - Contract for guidance on the process for requesting a modification to the template contract terms, conditions, or specifications. Question 5: Is the administrative fee set or is this fee negotiable prior to the award or when awarded? Answer 5: Refer to Addendum 5, Answer 1, posted to the Sourcewell Procurement Portal on May 12, 2020. Question 6: What marketing support does Sourcewell provide to an awarded vendor after a contract is issued? Answer 6: Refer to the “Sourcewell Vendor Resources” link provided on the Sourcewell Procurement Portal “Bids Homepage.” Question 7: Are all cutaway passenger buses considered a transit bus, regardless of size, for this solicitation? Answer 7: Each proposer, in its discretion, will propose the equipment, products, and services that it deems to fall within Sourcewell’s requested equipment, products, and services as described in RFP Section II. B. (Requested Equipment, Products and Services). A proposal that is not in substantial compliance with the requirements of the RFP will be considered nonresponsive. Question 8: Will purchase orders originate from Sourcewell or the participating entity? Answer 8: Refer to RFP Section I. B. – Use of Resulting Contracts, for additional guidance on the order process. Question 9: Do we need to register with the Secretary of State for a certificate to transact business in the State of MN? Answer 9: Each proposer, in its discretion, will determine the documentation necessary to best demonstrate its ability to serve Sourcewell participating entities and fulfill the requirements set forth in the RFP. A Certificate of the Minnesota Secretary of State is not a mandatory submittal requirement for this solicitation. End of Addendum Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 5/21/2020, is required at the time of proposal submittal. 5/26/2020 Addendum No. 9 Solicitation Number: RFP 060920 Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Federal and State incentives typically apply when quoting electric-powered truck chassis. Should we quote prices before incentives with a note that we will apply any applicable incentives? If not, how do you suggest we handle this issue? Answer 1: In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. So, each proposer, in its discretion, will determine and propose the pricing approach that aligns with their business methods and satisfies all the requirements of RFP Article III - Pricing. Proposals are evaluated based on the criteria stated in the RFP. End of Addendum Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 5/26/2020, is required at the time of proposal submittal. 5/27/2020 Addendum No. 10 Solicitation Number: RFP 060920 Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Can Sourcewell Participating Entities include US or Canadian Federal entities? Answer 1: Refer to RFP Section I. B. Use of Resulting Contracts for information on Sourcewell Participating Entities. End of Addendum Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 5/27/2020, is required at the time of proposal submittal. 6/3/2020 Addendum No. 11 Solicitation Number: RFP 060920 Solicitation Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Can we attach videos & power points, if so, how do we accomplish this? What size videos or product literature is permitted on each attachment? Answer 1: All relevant information should be included in the proposal (RFP Section II., G.). It is left to the discretion of each proposer to determine the method it deems best suited to submit its relevant information in a timely fashion through the Sourcewell Procurement Portal. The maximum upload size is 500 MB per upload, however, items may be combined in a zipped file format should they exceed the 500MB limit. Question 2: Is there a way to download our Table responses to a hard copy for proof reading? Answer 2: After selecting “Start Submission,” a proposer may navigate to Step 4 – “Preview Bid” and select “Preview My Bid in PDF,” if a downloadable PDF of the questionnaire tables is desired. Question 3: Table 8 Value Added Attributes - 40. Please define what a hub partner constitutes? Answer 3: A hub partner is identified as a historically underutilized business partner. Examples of historically underutilized businesses are listed in Table 8, Question 40. End of Addendum Acknowledgement of this Addendum to RFP 060920 posted to the Sourcewell Procurement Portal on 6/3/2020, is required at the time of proposal submittal. 2 C ❚THURSDAY, APRIL 16, 2020 ❚USA TODAY SPORTS GET NOTICED! Advertise in USA TODAY’s Marketplace Today Marketplace! Call:1-800-397-0070 SUCCESSFUL ADVERTISEMENTS start with USA TODAY Marketplace 1-800-397-0070 To place your ad in USA TODAY Marketplace, call:1-800-397-0070 To view more Classified listings, visit: classifieds.usatoday.com BUSINESS OPPORTUNITIES BUSINESSNOTICES MARKETPLACE MARKETPLACE FOR THE HOME PUBLICATIONS Trek the world continents (Africa, Asia, Americas, Australia, Europe) in the Kindle store on Amazon: gerald grubb continents Grades 2-12, Social Studies! HEALTH/FITNESS HEALTH/FITNESS Have you gained weight during the Lockdown? Call/Contact Dr. Kostow Wellness and Weight Loss 717-533-2100 www.kostowwellness.com 15 days FREE! Invest $300,000.00 into 10 Medical Offices $80,000.00 monthly ROI Text Denis: 612-695-4040 PUBLICATIONS JFK vs. CIA In bookstores. Be afraid. www.youtube.com/jfkcia FREE BOOK God's Puzzle Solved Box 1197 Montgomery, TX 77356 GodsPuzzleSolved.com e-mail:art@mokarow.com 936-788-2588 Leave Message No donations ever accepted NOTICE TO OFFERORS Sealed responses will be received by 1GPA office at 1910 W. Washington St. Phoenix, AZ. 85009 until Thursday, May 21, 2020 @ 11:00 am (AZ Time Zone) Request for Proposal Environmental Consultant RFP # 20-03P Sealed responses will be publicly opened in the 1GPA office immediately following the deadline for receiving responses. Solicitations may be downloaded online at www.publicpurchase.com. For additional information please contact Christy Knorr at 866-306-3893 or cknorr@1gpa.org NOTICES PUBLIC NOTICE Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Class 4-8 Chassis with Related Equipment, Accessories, and Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal https://proportal.sourcewell-mn.gov Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 9, 2020, at 4:30 p.m. CentralTime, and late proposals will not be considered. SOUTHWEST FOODSERVICE EXCELLENCE (SFE), ON BEHALF OF CONTRACTED DISTRICTS, IS SOLICITING REQUEST FOR PROPOSAL FOR FOOD SERVICE SUPPLIES, COMMERCIAL DELIVERY, SFE 01-20-01. CONTRACTED DISTRICTS IN THE CENTRAL (NEW MEXICO AND TEXAS), EASTERN (MICHIGAN, MISSOURI, AND PENNSYLVANIA), SOUTHWEST (ARIZONA) REGIONS ARE INCLUDED IN THIS RFP WITH CONTRACT TERM JULY 1, 2020 THROUGH JUNE 30, 2021. ELECTRONICALLY SEALED PROPOSALS WILL BE ACCEPTED UNTIL 11:59 PM CDT MAY 13, 2020 THROUGH BIDFORGE. PROPOSALS WILL BE OPENED AT 10:00 AM CDT MAY 14, 2020. RFP INFORMATION, INCLUDING BUT NOT LIMITED TO, TERMS AND CONDITIONS, DETAILED SPECIFICATIONS, TECHNICAL REQUIREMENTS, EVALUATION METHOD/ CRITERIA, AWARD PROCESS, METHOD OF PAYMENT, AND CONTRACTED DISTRICTS MAY BE OBTAINED AT www.bidforge.com OR contactusprocurement@sfellc.org OR 806-701-4985. SFE RESERVES THE RIGHT TO ACCEPT OR REJECT ANY AND/OR ALL PROPOSALS. PUBLIC NOTICE FINANCIAL ANNOUNCEMENTS ELIMINATE your overwhelming debt We can help if your total debt is $10,000 or more! Avoid bankruptcy today and start over completely debt-free. 800-825-1306 THE CALL IS FREE. CREDIT CARD DEBT MEDICAL DEBT PERSONAL LOANS IMPROVE YOUR CREDIT SCORE Are you getting hit with high interest rates because of a low credit score? 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To advertise in USA TODAY’s Marketplace, call:1-800-397-0070 Nothing that came out of Wednes- day’s conference call between Vice President Mike Pence and the College Football Playoff management commit- tee changes the bottom line for this fall: If colleges and universities aren’t open to students, it will be very diffi- cult for the season to start on time. That was part of the message the group relayed to Pence, according to American Athletic Conference Com- missioner Mike Aresco, who told USA TODAY Sports that the White House- initiated conversation was much ap- preciated by college sports stakehold- ers as they make various contingency plans for the season. “It was a good call,” said Aresco, who was one of the 10 conference com- missioners on the call, along with No- tre Dame athletic director Jack Swar- brick. “He talked about how important college sports were to the country, and we discussed how college sports were different from pro sports. We don’t have czars. We’re a national enterprise, but we’ll have local issues as we go forward. He seemed optimistic about some things and he asked us what we’d need to do if things were to reopen down the road.” Still, it appears a consensus has formed among athletic officials that the first step toward restarting college foot- ball will be universities opening their doors. The optics of having football players on campus when it is deemed unsafe for other students to be there would not just be bad, it would poten- tially undercut the argument that col- lege sports are tethered to education. “If things are all virtual and if you can’t have kids on campus, can you jus- tify the risks of having athletes on cam- pus?” Aresco said. “We’re an extension of the educational system. You can ar- gue if things are virtual and you can quarantine or isolate teams, is that fea- sible? I have no idea and I’m not going to venture an opinion on that at this point, but I’m not sure if it’s feasible.” CFP officials tell Penceopen campuses are key Dan Wolken USA TODAY Usually, Chris Paul knows how to find the answer to any question he has. That is what happens when you are the president of the National Basket- ball Players Association. That is what happens when you’re an NBA All-Star. This time Paul does not have any answers. How could he when no one else has them regarding when the novel coronavirus outbreak will stop and when the NBA can re- sume play? “It’s really just a wait-and-see game and hoping that the coronavirus gets con- tained,” Paul told USA TODAY Sports this week. “What we try to do from the union perspective is try to keep guys informed as much as possible and try to prepare for what we can control.” The Thunder guard said the NBPA is having ongoing conversations with the league on how it could salvage the sea- son. But he stressed the NBPA cares about only one variable: “If there is any way possible that we can play games for our fans without putting anyone’s health at risk, that is what everybody’s option is. But everybody understands health comes first before any of that.” Once the season was put on hold March 11, Paul could not wait to return to his home in Encino, California, to be with his wife (Jada), 10-year-old son (Chris) and 7-year-old daughter (Cam- ryn). He had spent most of his first sea- son in Oklahoma City away from his family. “This is the most we’ve all been able to be together,” Paul said. “That’s the case for a lot of families at home. It’s one of those things where you learn new things and learn not to take some things for granted.” Paul has maximized his family time. So much so that he did not seem to con- sider it difficult to put his frustration over his successful season (10th NBA All-Star Game appearance)into per- spective: “I’m a hell of a competitor. But I think, first and foremost, I’m a human being.” Confined with shelter-in-place rules, Paul has included his family in his work- outs. With his kids taking classes through Zoom sessions, Paul has tried to help them with their homework as- signments. He admittedly does not of- ten know the answers. “For most athletes, we always strive to be the best and try to be perfect. I’ve been able to realize how I’m not perfect. I’m not. That’s OK. You can get better at it. So I’m just trying to be better in differ- ent aspects.” Paul enjoying family timein ‘wait-and-see’ mode Mark Medina USA TODAY Paul With abundant energy and enthusi- asm, Greg Norman, the Great White Shark, devoured an hour’s worth of phone calls from fans this week on the appropriately named Attack Life Radio Live on Sirius XM Radio. From Tiger Woods to the COVID-19 global pandemic to fitness tips,Norman fielded questions from all across the U.S. on Tuesday. “Game on,” the two-time major champion and world No. 1 for 331 weeks said at the beginning. “Bring it on.” On came the questions. Among the many was one that dealt with Tiger Woods. Specifically, the first time he met and played with Woods. “Played with Tiger down here at Old Marsh Golf Club (in Palm Beach Gar- dens, Florida) when I think he was 15 years old. Got a call from some people, because I was No. 1 player at the time in the world, and they wanted me to play with him and for me to give my opinion on Tiger,” said Norman, now 65. “So I played nine holes with him and I like, wow. This kid is going to go a long way. “He was a sponge for information. He wanted to beat you, no matter if he was 15 years old. He just wanted to prove a point that no matter who you are or whether you’re No. 1, I’m going to come after you. Which was very, very positive to see.” Who won, the follow-up came. “You know, I can’t remember,” Nor- man said. “I really can’t remember.” Here are some of Norman’s other takes on a variety of subjects: How he’s dealing with the global pandemic:“I’m dealing with it OK. The whole world is in this fight together. I’ve had businesses shut down. I feel for my people who have worked for me for years and years and years to experience this. But I’ve come out of this with a sense of calm in a lot of ways because this is a bit of a wake-up call for the whole universe to say, ‘Hey, it’s going to happen again.’ How you come out of this one is going to determine how you are going to be prepared for the next one. I don’t like anybody kicking the can down the road. From the doctors and the nurses and health care work- ers and first responders to the military, to every country around the world, each and everyone of these people are putting their lives on the line for us. I’m a big admirer. I’m just trying to manage the process myself, both mentally and physically, and go through it day by day and not try and get ahead of my- self. I know we’ll come out of it. Hu- manity is much stronger and very in- telligent and very resilient in a lot of ways, so we will come out of it.” Why he didn’t play much senior tour golf:“I just got sick and tired of staying in hotel rooms from a Tuesday through a Sunday and just traveling, quite honestly. When I cut playing golf out of my schedule, I actually had 50% more time for myself, which was a big deal. On top of that, my business was really kicking off, my brand was kick- ing off, and I wanted to focus on build- ing that out. ... I still enjoyed playing, but the passion to really perform at the highest level wasn’t there. I quietly rode off into the sunset without any fanfare.” Fitness recommendations for someone coming out of the winter season:“Very easy. Stretching. Start getting your hamstrings stretched out, your lower back stretched out and your quads stretched out. All those things. And I would start working on squeez- ing a tennis ball, getting your finger strength back up. Because people for- get about that when you’re hanging onto a golf club and you’re swinging, and I don’t care if your swinging it 80 mph or 120 mph, the finger strength is going to want to do it.” Fred Couples, Tiger Woods and Greg Norman played in the Masters Tourna- ment in 1996 at Augusta National. FILE PHOTO BY STEPHEN MUNDAY/ ALLSPORT Norman sinks teethinto fans’ questions Steve DiMeglio Golfweek | USA TODAY Network Bids Homepage (/Module/Tenders/en/Home/BidsHomepage) Find more bids (https://proportal.sourcewell-mn.gov/) Create Account (/Module/Tenders/en/Vendor/Create /42b90b89-9f67-483a-96e3-9b0490d01d40) Login (/Module/Tenders/en/Login/Index /42b90b89-9f67-483a-96e3-9b0490d01d40) Click (https://www.bidsandtenders.ca)here (https://proportal.sourcewell-mn.gov/) to return to the Sourcewell Procurement Portal home page. Bid Details Bid Classification: Goods Bid Type: RFP - General Bid Number: RFP 060920 Bid Name: Class 4-8 Chassis with Related Equipment, Accessories, and Services Bid Status: Open Bid Closing Date: Tue Jun 9, 2020 4:30:00 PM (CDT) Question Deadline: Tue Jun 2, 2020 4:30:00 PM (CDT) Time-frame for delivery or the duration of the contract: Four years, with possible 1 year extension Negotiation Type: Refer to bid document Condition for Participation: Refer to bid document Electronic Auctions: Not Applicable Language for Bid Submissions: English unless specified in the bid document Submission Type: Online Submissions Only Submission Address: Online Submissions Only Public Opening: No https://proportal.sourcewell-mn.gov/Module/Tenders/en/Tender/Detail/9... 1 of 3 5/12/2020, 8:52 AM Documents Description: Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Class 4-8 Chassis with Related Equipment, Accessories, and Services to result in a national contracting solution for use by its members. Sourcewell members include thousands of governmental, higher education, K-12 education, not-for- profit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov (https://proportal.sourcewell- mn.gov/)]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 9, 2020, at 4:30 p.m. Central Time, and late proposals will not be considered. Bid Document Access: Bid Opportunity notices and awards and a free preview of the bid documents is available on this site free of charge without registration. There is no cost to obtain an unsecured version of the document and /or to participate in this solicitation. Categories: Show Categories [+] The following are the meeting times and locations for the opportunity: Meeting Location Description Pre-Proposal Web Conference Login instructions will be provided to registered p takers by email two business days prior to the w conference. https://proportal.sourcewell-mn.gov/Module/Tenders/en/Tender/Detail/9... 2 of 3 5/12/2020, 8:52 AM Addenda File Name RFP_060920_Class_4-8_Chassis Wednesday April 15, 2020 06:07 PM RFP_060920_Class_4-8_Chassis_Contract_Template Wednesday April 15, 2020 04:32 PM File Name Addendum_1_Class_4-8_Chassis_RFP060920 Friday April 17, 2020 12:32 PM Addendum_2_Class_4-8_Chassis_RFP060920 Wednesday April 22, 2020 01:14 PM Addendum_3_Class_4-8_Chassis_RFP060920 Wednesday April 29, 2020 03:45 PM Addendum_4_Class_4-8_Chassis_RFP060920 Monday May 4, 2020 01:24 PM https://proportal.sourcewell-mn.gov/Module/Tenders/en/Tender/Detail/9... 3 of 3 5/12/2020, 8:52 AM Chat Help Logout [Switch to Vendor View] Home New Bid Closed Bids My Stuff Tools Bid RFP #060920 - Class 4-8 Chassis with Related Equipment, Accessories, and Services Bid Type RFP Bid Number 060920 Title Class 4-8 Chassis with Related Equipment, Accessories, and Services Start Date Apr 16, 2020 8:41:57 AM CDT End Date Jun 9, 2020 4:30:00 PM CDT Agency Sourcewell Bid Contact Chris Robinson (218) 895-4168 rfp@sourcewell-mn.gov 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 Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Class 4-8 Chassis with Related Equipment, Accessories, and Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 9, 2020, at 4:30 p.m. Central Time, and late proposals will not be considered. Pre-Bid Conference Date May 19, 2020 10:00:00 AM CDT Location Online Webinar Notes Pre-Proposal login information will be emailed two days prior. Documents No Documents for this bid Customer Support: agencysupport@publicpurchase.com | Copyright 1999-2020 © | The Public Group, LLC. All rights reserved. Public Purchase: Bid RFP #060920 - Class 4-8 Chassis with Related Eq... https://www.publicpurchase.com/gems/bid/bidView?bidId=127308 1 of 1 4/16/2020, 8:42 AM Biddingo - Leading e-procurement portal for public and private sector bids https://r2cow.biddingo.com/bidding/443445 1 of 2 4/16/2020, 8:52 AM Sourcewell, a State of Minnesota local government agency and service cooperaƟve, is requesƟng proposals for Class 4‐8 Chassis with Related Equipment, Accessories, and Services to result in a contracƟng soluƟon for use by its ParƟcipaƟng EnƟƟes. Sourcewell ParƟcipaƟng EnƟƟes include thousands of governmental, higher educaƟon, K‐12 educaƟon, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [hƩps://proportal.sourcewell‐mn.gov ]. Only proposals submiƩed through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 9, 2020, at 4:30 p.m. Central Time, and l Biddingo - Leading e-procurement portal for public and private sector bids https://r2cow.biddingo.com/bidding/443445 2 of 2 4/16/2020, 8:52 AM The New York State Contract Reporter This document printed Wednesday, 04/15/2020 NYS' official source of contracting opportunities Bringing business and government together Contracting Opportunity * * * This ad has not been published. It has been reviewed and pending publication. * * * Title:Class 4-8 Chassis with Related Equipment, Accessories, and Services Agency:Sourcewell Division:Procurement Department Contract Number:060920 Contract Term:4 years, with potential 1 year extension Date of Issue:04/16/2020 Due Date/Time:06/09/2020 4:30 PM Central Time County(ies):All NYS counties Classification:Vehicles & Equipment - Commodities Opportunity Type:General Entered By:Chris Robinson Description:Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Class 4-8 Chassis with Related Equipment, Accessories, and Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal .sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 9, 2020, at 4:30 p.m. Central Time, and late proposals will not be considered. Service-Disabled Veteran-Owned Set Aside: No 1 of 2 Contact Information Primary contact:Sourcewell Procurement Department Greg Grunig Procurement Lead Analyst 202 12th Street NE P.O. Box 219 Staples, MN 56479 United States Ph: 218-895-4189 greg.grunig@sourcewell-mn.gov Submit to contact:Sourcewell Procurement Department Greg Grunig Procurement Lead Analyst 202 12th Street NE P.O. Box 219 Staples, MN 56479 United States Ph: 218-895-4189 greg.grunig@sourcewell-mn.gov © 2020, Empire State Development http://www.esd.ny.gov/ 2 of 2 Notice Basic Information Details Dates Contact Information Pre-Bidding Events Bid Submission Process Estimated Contract Value (CAD)$600,000,000.00 (Not shown to suppliers) Reference Number 0000174298 Issuing Organization Sourcewell Owner Organization Solicitation Type RFP - Request for Proposal (Formal) Solicitation Number 060920 Title Class 4-8 Chassis with Related Equipment, Accessories, and Services Source ID PP.CO.USA.868485.C88455 Location All of Canada, All of Canada Purchase Type Term: 2020/08/03 01:00:00 AM EDT - 2024/08/02 01:00:00 AM EDT Description Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Class 4-8 Chassis with Related Equipment, Accessories, and Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 9, 2020, at 4:30 p.m. Central Time, and late proposals will not be considered. Publication 2020/04/16 09:29:06 AM EDT Question Acceptance Deadline 2020/06/02 05:30:00 PM EDT Questions are submitted online No Bid Intent Not Available Closing Date 2020/06/09 05:30:00 PM EDT Prebid Conference 2020/05/19 11:00:00 AM EDT Procurement Department 218-894-1930 rfp@sourcewell-mn.gov Event Type Prebid Conference Attendance Recommended Event date 2020/05/19 11:00:00 AM EDT Location Online webinar Event Note Pre-Proposal login instructions will be emailed two days prior. Bid Submission Type Electronic Bid Submission Pricing In attached document Pricing In attached document Bid Documents List Item Name Description Mandatory Bid Documents Documents defining the proposal Yes 060920 - Class 4-8 Chassis with Related Equipment, Acces... 2020/04/16 09:29:26 AM EDT Page 1 of 4 Documents Documents Document Size Uploaded Date Language How to obtain RFP document [docx]140 Kb 2020/04/16 09:27:14 AM EDT English 060920 - Class 4-8 Chassis with Related Equipment, Acces... 2020/04/16 09:29:26 AM EDT Page 2 of 4 Categories Selected Categories GSIN Category (1) G Goods Goods N23 Ground Effect Vehicles, Motor Vehicles, Trailers, And Cycles Ground Effect Vehicles, Motor Vehicles, Trailers, And Cycles N2320 TRUCKS AND TRUCK TRACTORS, WHEELED Trucks and Truck Tractors, Wheeled NOTE: This class includes only complete wheel mounted trucks and truck tractors, and chassis therefor. The combined chassis and body of a special purpose truck, such as a machine shop, mobile laundry, or dental laboratory, is classified in this class. Includes Panel, Delivery and Pick up Trucks, Tactical and Administrative Military Cargo Carrying Vehicles, including Wheel Mounted Amphibian Vehicles; Truck Tractor and Trailer Combinations; Armored Cars. MERX Category (1) G Goods Goods G22 Miscellaneous Goods Miscellaneous Goods UNSPSC Category (1) 25000000 Commercial and Military and Private Vehicles and their Accessories and Components 25180000 Vehicle bodies and trailers 25181600 Automotive chassis 060920 - Class 4-8 Chassis with Related Equipment, Acces... 2020/04/16 09:29:26 AM EDT Page 3 of 4 Opportunity Notice Class 4 -8 Chassis with Related Equipment, Accessories and Services Opportunity Information Organization:Alberta Rural Municipalities of Alber Organization Address: Reference Number:AB-2020-02555 Solicitation Number: AB-2020-02555 Solicitation Type:Request for Proposal Posting (MM/dd/yyyy):04/16/2020 05:30:00 PM Alberta Time Closing (MM/dd/yyyy):06/09/2020 03:30:59 PM Alberta Time Last Update (MM/dd/yyyy):04/16/2020 05:23:21 PM Alberta Time Agreement Type:NWPTA/TILMA & CFTA & CETA Region of Opportunity:Open Region of Delivery:Alberta Opportunity Type:Open & Competitive Commodity Codes: N2320DGA: Truck, Maintenance, Diesel, to 27,499 GVWR N2320W00: Medium Truck Cab-Over-Engine N2320DMB: Truck, Tractor, Diesel, 27,500 GVWR and Up N2320DAB: Trucks (Dump, Stake, Van) Diesel-Powered, 27,500 lbs. GVWR and Up N4210PF: Truck, Fire, Crash, Rapid Intervention Vehicle, Medium Size (RIV)(B) N2320DQA: Truck, Wrecker, Diesel, to 27,499 GVWR N2320DMA: Truck, Tractor, Diesel, to 27,499 GVWR N2320DRA: Truck, Sander (Hopper Body) Diesel, to 27,499 GVWR N2320D: Truck and Truck Tractor Wheeled, Diesel, Over 10,000 GVWR (Except Military Configuration) N2320DFA: Truck, Liquid Waste Disposal, Diesel, to 27,499 GVWR N2320DHA: Truck, Refrigeration, Diesel, to 27,499 GVWR N2320DAA: Truck, (Dump, Stake, Van) Diesel Powered, to 27,499 lbs. GVWR N2320DLB: Truck, Tanker, Diesel, 27,500 GVWR and Up N2320DDA: Truck, Fuel Service, Diesel, to 27,499 GVWR N2320DLA: Truck, Tanker, Diesel, to 27,499 GVWR N2320DDB: Truck, Fuel Service, Diesel, 27,500 GVWR and Up N2320: Trucks and Truck Tractors, Wheeled N2320DGB: Truck, Maintenance, Diesel, 27,500 GVWR and Up N2320DFB: Truck, Liquid Waste Disposal, Diesel, 27,500 GVWR and Up N2320DJB: Truck, Refuse Collection, diesel, 27,500 GVWR and Up N2320DQB: Truck, Wrecker, Diesel, 27,500 GVWR and Up N2320DRB: Truck, Sander (Hopper Body) Diesel, 27,500 GVWR and Up N2320DHB: Truck, Refrigeration, Diesel, 27,500 GVWR and Up N2320DEA: Truck, Line Maintenance, Diesel, to 27,499 GVWR N2320DJA: Truck, Refuse Collection, Diesel, to 27,499 GVWR N2320GAA: Cab and Chassis, Gasoline Powered - GATT N2320DEB: Truck, Line Maintenance, Diesel, 27,500 GVWR and Up Category: Goods Potential vendors (bidders) may view the bid package here. Interested vendors (bidders) who wish to submit a response to this opportunity should register their interest by downloading the document(s) from the bid package. Opportunity Preview https://vendor.purchasingconnection.ca/Opportunity.aspx?Guid=07b9c26... 1 of 3 5/6/2020, 9:02 AM Response Submission: Only proposals submitted through the Sourcewell Procurement Portal will be considered. https://proportal.sourcewell-mn.gov Proposals are due no later than June 9, 2020, at 4:30 p.m. Central Time and late submissions will not be considered. Response Contact: Robinson, Chris Procurement Manager 2510 Sparrow Drive Nisku, Alberta T9E 8N5 Tel: 218-895-4168 Email: rfp@sourcewell-mn.gov Response Specifics: A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 9, 2020, 4:30 pm Central Time, and late proposals will not be considered. Proposer’s complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Only complete proposals that are timely submitted through the Sourcewell Procurement Portal will be considered. Late proposals will not be considered. It is the Proposer’s sole responsibility to ensure that the proposal is received on time. All proposals must be received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time noted in the Solicitation Schedule above. It is recommended that Proposers allow sufficient time to upload the proposal and to resolve any issues that may arise. The closing time and date is determined by the Sourcewell Procurement Portal web clock. In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical support posted in the portal. It may take up to twenty-four (24) hours to respond to certain issues. Upon successful submission of a proposal, the Portal will automatically generate a confirmation email to the Proposer. If the Proposer does not receive a confirmation email, contact Sourcewell’s support provider at support@bidsandtenders.ca. To ensure receipt of the latest information and updates via email regarding this solicitation, or if the Proposer has obtained this solicitation document from a third party, the onus is on the Proposer to create a Sourcewell Procurement Portal Vendor Account and register for this solicitation opportunity. All proposals must be acknowledged digitally by an authorized representative of the Proposer attesting that the information contained in in the proposal is true and accurate. By submitting a proposal, Opportunity Preview https://vendor.purchasingconnection.ca/Opportunity.aspx?Guid=07b9c26... 2 of 3 5/6/2020, 9:02 AM Proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award. The submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the Proposer to remedies available by law. Opportunity Description: Rural Municipalities of Alberta ("RMA"), is posting the solicitation on behalf of RMA and its current and potential Members and represented Associations and their Members, which includes local Governmental and other not-for-profit organizations located in all provinces and territories in Canada including but not limited to British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia, New Brunswick, Prince Edward Island, Newfoundland and Labrador and Northwest Territories. Request for Proposal ("RFP") to result in regional and/or national contract solutions under the rules and regulations of the New West Partnership Trade Agreement ("CETA") for this procurement, RMA/Sourcewell is requesting proposals for Class 4-8 Chassis with Related Equipment, Accessories, and Services to result in a national contracting solution for use by its members. Members include thousands of governmental, higher education, K-12 education, not-for-profit, tribal government, and other public agencies located in Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than June 9, 2020, at 4:30 p.m. Central Time, and late proposals will not be considered. APC "Opportunity Notices" This notice is provided for information purposes only. Refer to the "Opportunity Documents" in the bid package for authoritative information. All queries pertaining to the language, content or any missing or inaccurate information within this abstract must be sent to its originator of the abstract, as specified in the opportunity notice. © APC - All rights reserved. No part of the information contained in this Web Site may be reproduced, stored in a retrieval system or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise without the prior written permission of the Manager, Centre of Expertise via: SA.APCRequests@gov.ab.ca. Her Majesty the Queen in right of Alberta and the Alberta public sector entities that use APC are not responsible or liable for the accuracy of the information contained in the publication. It is the responsibility of interested parties to review the opportunity posting for changes or updates prior to the opportunity closing date/time. Opportunity Preview https://vendor.purchasingconnection.ca/Opportunity.aspx?Guid=07b9c26... 3 of 3 5/6/2020, 9:02 AM ProposalOpeningRecord Dateofopening:June9,2020 SourcewellpostedRequestforProposal#060920,fortheprocurementofClass4Ͳ8ChassiswithRelatedEquipment, Accessories,andServices,ontheSourcewellProcurementPortal[proportal.sourcewellͲmn.gov]onThursday,March 17,2020,andthesolicitationremainedinanopenstatuswithintheportaluntilJune9,2020,at4:30pmCT.TheRFP requiredthatallproposalsbesubmittedthroughtheSourcewellProcurementPortalnolaterthan4:30pmCTon June9,2020,thedateandtimespecifiedintheSolicitationSchedule. TheundersignedcertifythatallresponsesreceivedonRequestforProposal#060920weresubmittedthroughthe SourcewellProcurementPortal,andthateachProposer’sresponsematerialwasdigitallysealeduponsubmissionand remainedinaccessibleuntiltheduedateandtimespecifiedintheSolicitationSchedule. Responseswerereceivedfromthefollowing: 72HOUR,LLCͲreceived6/09/20at12:25:02AM ADOMANI,Inc.Ͳreceived6/09/20at2:00:41PM AmthorInternationalͲreceived6/09/20at8:49:27AM AutocarTruck,LLCͲreceived6/03/20at12:06:51PM BoyerFordTrucks,Inc.Ͳreceived6/09/20at4:11:47PM BYDMotors,LLCͲreceived6/09/20at2:13:51PM CertifiedStainlessService,Inc.Ͳreceived6/09/20at4:03:24PM ChasSWinner,Inc.Ͳreceived6/09/20at12:35:25PM CraneCarrierCompanyͲreceived6/09/20at2:47:57PM DaimlerTrucksNorthAmericaͲreceived6/09/20at8:32:35AM DonBrownBusSales,Inc.Ͳreceived6/09/20at12:43:49PM EcoVehicleSystems,LLC.Ͳreceived6/09/20at4:08:05PM FederalContractsCorp.Ͳreceived6/08/20at8:40:30PM HinoMotorsSalesU.S.A.,Inc.Ͳreceived6/08/20at7:48:22PM IndustrialPower,LLCͲreceived6/09/20at3:50:08PM KenworthTruckCompany,DivisionofPACCAR,Inc.Ͳreceived6/09/20at12:25:16PM LionBuses,Inc.Ͳreceived6/09/20at2:46:29PM LOSANGELESTRUCKCENTERSͲreceived6/09/20at11:24:39AM MackTrucksͲreceived6/09/20at7:58:55AM Navistar,Inc.Ͳreceived6/09/20at2:41:32PM PeterbiltMotorsCompanyͲreceived6/09/20at2:02:13PM PhoenixCars,LLCͲreceived6/09/20at2:11:39PM RedheadEquipmentͲreceived6/09/20at11:29:04AM Sourcewell Page2of2 StructuralMetalFabricators,Inc.Ͳreceived6/09/20at2:11:40PM VolvoTrucksNorthAmerica,LLCͲreceived6/09/20at10:32:23AM TheProposalswereopenedelectronically,andalistofallProposerswasmadepubliclyavailableintheSourcewell ProcurementPortal,onJune9,2020,at4:32:00PMCT.Allresponsiveproposalswerethensubmittedforreview bytheSourcewellEvaluationCommittee. ___________________________________________________________________________ ChrisRobinson,CPSM,ProcurementManagerKimAustin,CPPB,ProcurementLeadAnalyst ______________________________ CarolJackson,ProcurementAnalyst RFP#06092072Hour,LLC Adomani,Inc. AmthorInternational AutocarTruck,LLC BoyerFordTrucks,Inc. BYDMotors,LLC CertifiedStainlessService,Inc. ChasSWinner,Inc. CraneCarrierCompany DaimlerTrucksNorthAmerica DonBrownBusSales EcoVehicleSystems FederalContractsCorp.PossiblePointsConformancetoTerms/ConditionstoIncludeDocumentation 5044363342414243334140353740Pricing 400358335158355321309345175334295284339206Financial,IndustryandMarketplaceSuccesses 7568545562576263516162575460Bidder'sAbilitytoSell/ServiceContractNationally 10088605188716971528087676174Bidder'sMarketingPlan 5046364142414045244139403840ValueAddedAttributes 7564495264526963286361606166WarrantyCoveragesandInformation 5042413444404141254043394140SelectionandVarietyofProductsandServicesOffered 20018714093150165140169115161156126155109TotalPoints 1,000897 751 517 847 788 772 840 503 821 783 708 786 635RankOrder1.5 19 23 5 14 17 7 24 9 16 20 15 21HinoMotorsSalesUSA IndustrialPower,LLC KenworthTruckCompany LionBuses,Inc. LosAngelesTruckCenters MackTrucks Navistar PeterbiltMotorsCompany PhoenixCars,LLC RedheadEquipment StructuralMetalFabricators VolvoTrucksNorthAmericaPossible PointsConformance to Terms/ Conditions to Include Documentation50394144424244454540313031Pricing400334342358341321335338360313135224320Financial, Industry and Marketplace Successes75565467596267696957475065Bidder's Ability to Sell/ Service Contract Nationally100796592835988949371366486Bidder's Marketing Plan50333843394140434540192843Value Added Attributes75555466666067687161404665Warranty Coverages and Information50433942454244444341273443Selection and Variety of Products and Services Offered20016516717015116916117417112991110139Total Points1,000 804 800 882 826 796 846 875 897 752 426 586 792Rank Order10113812641.518252213________________________________________ _____________________________________GregGrunig,ProcurementLeadAnalyst CarolJackson,ProcurementAnalyst__________________________________________________ _________________________________BrandonTown,CPSM,CPSD,ProcurementAnalyst CraigWest,ProcurementAnalystProposalEvaluationClass4Ͳ8ChassiswithRelatedEquipment,Accessories,andServices REGULAR MEETING MINUTES OF THE SOURCEWELL BOARD OF DIRECTORS Tuesday, March 17, 2020 Conference Room 3 & 4 202 12th St. NE, Staples, MN 56479 Chair Wilson called the Regular Board meeting to order at 5:45p.m. with the following members present; Greg Zylka, Scott Veronen, Ryan Thomas, Sharon Thiel, Chris Kircher, Sara Nagel, and Mike Wilson. Linda Arts attended via ITV. Also present were Paul Brownlow, Verndale Public Schools, and Simoine Bolin, Mid-State Education District, Ex-Officios; Chad Coauette, Mike Carlson, Susan Nanik, Marcus Miller, Paul Drange, Jeremy Schwartz, Travis Bautz, Rebecca Grunig, Josh Meech, and Danielle Wadsworth, Sourcewell staff. Mr. Zylka moved, seconded by Ms. Nagel to accept the agenda as presented. Motion carried. Mr. Kircher moved, seconded by Mr. Veronen to accept the minutes of the Organizational Board Meeting held on February 18, 2020 and Regular Board Meeting held on February 18, 2020. Motion carried. Dr. Coauette presented a COVID-19 Business Update. Mr. Carlson presented the monthly Financial Reports. Mr. Veronen moved, seconded by Mr. Zylka to approve the Check Register, Wire Transfer activity, and Wire Transfer- Employee Expense reimbursements as detailed in the batch reports dated March 6, 2020. Motion carried. Mr. Veronen moved, seconded by Ms. Thiel to accept the Consent Agenda as follows: • Updated Membership Agreements Members added February 1-29, 2020 • Resolution to approve permission to solicit the following category: a. Wireless and Wireline Telecom Management Solutions • Resolution to approve permission to re-solicit the following categories: a. Class 4-8 Chassis with Related Equipment, Accessories, and Services • Sourcewell 2020-2021 Staffing & Program Recommendations and Rationale Motion carried. Mr. Miller gave an update on the Government Relations and General Counsel Departments. Mr. Schwartz gave an update on the Operations, Procurement, and Information and Communications Technology Departments and contracts awarded in February as noted in Appendix A. Ms. Nagel moved, seconded by Mr. Kircher to approve the Resolution to Approve Ratification of Cooperative Contracting Awards. Motion carried. Mr. Bautz gave an update on the Membership and Marketing Departments. Mr. Drange gave an update on the Regional Programs Department. Ms. Nanik gave an update on the Facilities and Human Resource Departments. Mr. Thomas moved, seconded by Mr. Zylka to approve the Personnel Recommendations. Motion carried. Mr. Carlson gave an update on the Finance and Risk Management Departments. Dr. Coauette gave an update on State/National Associations and Partnerships, Sourcewell Technology, Annual Board Retreat, and Minnesota Service Cooperative Conference Dates. Ms. Nagel moved, seconded by Mr. Zylka to adjourn the meeting at 6:50 p.m. Motion carried. APPENDIX A SOURCEWELL PROCUREMENT DEPARTMENT BOARD ITEMS ‐ March 2020 Requesting Board permission to Solicit the following categories: Requesting Board permission to Re‐Solicit the following categories: NEW CONTRACTS CORT Business Services Corp. 121919‐COR "Furniture Solutions with Related Accessories and Services" Humanscale Corporation 121919‐HMN "Furniture Solutions with Related Accessories and Services" Krueger International, Inc. (KI) 121919‐KII "Furniture Solutions with Related Accessories and Services" OFS Brands, Inc. 121919‐OFS "Furniture Solutions with Related Accessories and Services" Palmer Hamilton 121919‐PHL "Furniture Solutions with Related Accessories and Services" Staples Contract & Commercial, LLC 121919‐SCC "Furniture Solutions with Related Accessories and Services" Steelcase, Inc. 121919‐STI "Furniture Solutions with Related Accessories and Services" Teknion, LLC 121919‐TKN "Furniture Solutions with Related Accessories and Services" Axon Enterprise 010720‐AXN "Public Safety Video Surveillance Solutions " Laser Aiming Systems 010720‐LSR "Public Safety Video Surveillance Solutions" Panasonic 010720‐PAN "Public Safety Video Surveillance Solutions " WatchGuard Video 010720‐WCH "Public Safety Video Surveillance Solutions" 5th YEAR RENEWALS (CONTRACT EXTENSIONS) PureGreen Services 040215‐PGE "Storage Products or Systems with Related Accessories" Auto Plus‐Pep Boys 062916‐PEP "Automotive and Truck Replacement Parts and Tires" Genuine Parts Company dba NAPA 062916‐GPC "Automotive and Truck Replacement Parts and Tires" O'Reilly Auto Enterprises 062916‐ORA "Automotive and Truck Replacement Parts and Tires" Schindler Elevator 100516‐SCH "Elevators, Escalators and Moving Walks" ThyssenKrupp Elevator Corporation 100516‐TKE "Elevators, Escalators and Moving Walks" NEW ezIQC CONTRACTS Rio Grande Valley Area TX‐RGV‐021920 Amstar, Inc. TX‐RGV‐GC‐021920‐AMS General Construction Centennial Contractors Enterprises TX‐RGV‐GC‐021920‐CCE General Construction Core Construction TX‐RGV‐GC‐021920‐CCT General Construction F.H. Paschen TX‐RGV‐GC‐021920‐FHP General Construction Huper Optik USA TX‐RGV‐GC‐021920‐HOP General Construction Trumble Construction TX‐RGV‐RC‐021920‐TCI Roofing Gulf Coast Area TX‐GC‐021920 Alpha Building Corporation TX‐GC‐GC‐021920‐ABC General Construction Amstar, Inc. TX‐GC‐GC‐021920‐AMS General Construction AR Energy Services TX‐GC‐GC‐021920‐ARE General Construction Centennial Contractors Enterprises TX‐GC‐GC‐021920‐CCE General Construction Core Construction TX‐GC‐GC‐021920‐CCI General Construction Dunhill Development and Construction TX‐GC‐GC‐021920‐DUN General Construction F.H. Paschen TX‐GC‐GC‐021920‐FHP General Construction Huper Optik USA TX‐GC‐GC‐021920‐HOP General Construction Lee Construction and Maintenance TX‐GC‐EC‐021920‐LCM ElectricalCONSENT AGENDA ITEMSClass 4‐8 Chassis with Related Equipment, Accessories, and Services Wireless and Wireline Telecom Management Solutions APPENDIX A Continued Lee Construction and Maintenance TX‐GC‐F‐021920‐LCM Flooring Lee Construction and Maintenance TX‐GC‐GC‐021920‐LCM General Construction Lee Construction and Maintenance TX‐GC‐P‐021920‐LCM Painting RoofConnect Logistics TX‐GC‐RC‐021920‐RCL Roofing RoofConnect Logistics TX‐GC‐W‐021920‐RCL Waterproofing Trumble Construction TX‐GC‐RC‐021920‐TCI Roofing TSG Industries TX‐GC‐GC‐021920‐TSG General Construction ezIQC ANNUAL RENEWALS Johnson‐Laux Construction, LLC OHGCAGCOMC‐020618‐JLC The K Company, Inc. OHGCAHVOMA‐020618‐TKC Custom Controls Group OHGCAHVOMB‐020618‐CCG Centennial Contractors Enterprises, Inc. OHGCAGCOMD‐020618‐CCE West Roofing Systems, Inc. OHGCAROMA‐020618‐WRS Custom Controls Group OHGCAROMB‐020618‐CCG Barbicas Construction Company, Inc. OHGCAAPOMA‐020618‐BCC Ohio Paving and Construction Company, Inc. OHGCACOMA‐020618‐OPC Henderson Contracting Co. LLC OHGCAGCMBB‐020618‐HCC Price Builders and Developers OHGCAGCMBA‐020618‐PBD Empire Paving, LLC OHGCAAPOMB‐020618‐EMP Foti Contracting LLC OHGCAGCOMB‐020618‐FCL Regency Construction Services Inc OHGCAGCOME‐020618‐REG Irizar Electric LLC OHGCAEOMA‐020618‐IEL F.H. Paschen, S.N. Nielsen & Associates, LLC OHGCAGCOMA‐020618‐FHP F.H. Paschen, S.N. Nielsen & Associates, LLC OHGCOAGCOMA‐022718‐FHP Armcorp Construction, Inc. OHGCOAGCOMB‐022718‐ACI Foti Contracting LLC OHGCOAGCOMC‐022718‐FCL Custom Controls Group OHGCOAGCOMD‐022718‐CCG Johnson‐Laux Construction, LLC OHGCOAGCOME‐022718‐JLC Armcorp Construction, Inc. OHGCOAEOMA‐022718‐ACI Whalen Electric LLC OHGCOAEOMB‐022718‐WHE Armcorp Construction, Inc. OHGCOACOMA‐022718‐ACI The K Company, Inc. OHGCOAHVOMA‐022718‐KCO Custom Controls Group OHGCOAHVOMB‐022718‐CCG Custom Controls Group OHGCOAROMA‐022718‐CCG K & W Roofing, Inc. OHGCOAROMB‐022718‐KWR Price Builders and Developers OHGCOAGCMBB‐022718‐PBD McDaniel's Construction Corp., Inc. OHGCOAGCMBA‐022718‐MCC ezIQC EXTENSIONS Centennial Contractors Enterprises, Inc. VA01VGC‐021417‐CCE The Matthews Group VA01NGC‐021417‐TMG FHP Tectonics Corp. VA02NGC‐021417‐FTC Centennial Contractors Enterprises, Inc. VA04NGC‐021417‐CCE Comfort Systems USA VA01NM‐021417‐CFS Centennial Contractors Enterprises, Inc. VA01HGC‐021417‐CCE Comfort Systems USA VA01HM‐021417‐CFS Harrisonburg Construction Co., Inc. VA02HGC‐021417‐HAR APPENDIX A SOURCEWELL PROCUREMENT DEPARTMENT BOARD ITEMS -August 2020 NEW CONTRACTS Peterbilt Motors Company 060920-PMC Class 4-8 Chassis with Related Equipment, Accessories and Services The Lion Electric Co. 060920-LON Class 4-8 Chassis with Related Equipment, Accessories and Services West-Mark (Certified Stainless) 060920-CER Class 4-8 Chassis with Related Equipment, Accessories and Services National Auto Fleet Group 060920-NAF Class 4-8 Chassis with Related Equipment, Accessories and Services Crane Carrier Company 060920-CRN Class 4-8 Chassis with Related Equipment, Accessories and Services Autocar Truck 060920-ATC Class 4-8 Chassis with Related Equipment, Accessories and Services Navistar Inc.060920-NVS Class 4-8 Chassis with Related Equipment, Accessories and Services Kenworth Truck Company 060920-KTC Class 4-8 Chassis with Related Equipment, Accessories and Services Mack Trucks 060920-MAK Class 4-8 Chassis with Related Equipment, Accessories and Services 5th YEAR RENEWALS (CONTRACT EXTENSIONS) Ford Motor Co. 061015-FMA Fleet Related Maintenance Equipment Syn-tech Systems, Inc. 022217-SYS Fleet Management and Related Technology NEW ezIQC CONTRACTS Company Name Contract Number Type of Work and Region ezIQC RENEWALS J.J. Morley Enterprises, Inc.GA10-1-072115-JME Greene & Burdette Property Management, LLC GA07-2-072115-GBP Rubio and Son Interiors, Inc.GA07-1-072115-RSI Red Cloud Services, LLC GA05-1-072115-RCS Engineering Design Technologies, Inc.GA04-1-072115-EDT HCR Construction, Inc.GA03-3-072115-HCR Osprey Management, LLC GA03-2-072115-OML Johnson-Laux Construction, LLC GA03-1-072115-JLC Astra Construction Services, LLC GA02-2-072115-ACS Prime Contractors, Inc.GA02-1-072115-PCI Centennial Contractors Enterprises, Inc.GA-072115-CCE JOC Construction GA-072115-LRI F.H. Paschen, S.N. Nielsen & Associates, LLC GA-072115-FHP Brown & Root GA-072115-KBRCONSENT AGENDA ITEMSSkate Parks, Bike Parks, and Pump Tracks with Related Equipment and Services Playground and Water Play Equipment with Related Accessories & Services Open Air Structures and Recreation Buildings with Related Equipment and Services Rink Systems, Arena Supplies, and Mechanical with Related Equipment and Services Outdoor Fitness Equipment with Related Accessories & Services Requesting Board permission to Re-Solicit the following categories: Requesting Board permission to Solicit the following categories: Exhibit C Insurance and Indemnity INDEMNIFICATION To the furthest extent allowed by law, VENDOR 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, VENDOR or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses and cost to enforce this agreement), arising or alleged to have arisen directly or indirectly out of performance of this Contract. VENDOR'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 the willful misconduct, of CITY or any of its officers, officials, employees, agents or volunteers. If VENDOR should subcontract all or any portion of the work to be performed under this Contract, VENDOR 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. INSURANCE REQUIREMENTS (a) Throughout the life of this Agreement, VENDOR 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 CITY'S Risk Manager or his/her designee at any time and in his/her sole discretion. The required policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, VENDOR 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 VENDOR shall be withheld until notice is received by CITY 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 CITY. Any failure to maintain the required insurance shall be sufficient cause for CITY to terminate this Agreement. No action taken by CITY pursuant to this section shall in any way relieve VENDOR of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by CITY that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtained by VENDOR shall not be deemed to release or diminish the liability of VENDOR, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify CITY 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 VENDOR. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of VENDOR, vendors, suppliers, invitees, contractors, sub-contractors, subcontractors, or anyone employed directly or indirectly by any of them. 1. PRODUCTS LIABILITY INSURANCE: VENDOR shall maintain, and provide the City of Fresno with verification of, manufacturer's products liability insurance policy in excess of $1,000,000 by providing a certificate of insurance on said Bid Item(s) equipment. Certificates shall be issued by an insurance company meeting the requirements to conduct business in the state of California. City of Fresno is required to be an additional insured with primary and non- contributory coverage in favor of the City on this General Liability Policy. If the scope of work includes delivery and/or installation, the requirements below apply in addition to the above requirements. 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. MINIMUM LIMITS OF INSURANCE VENDOR shall procure and maintain for the duration of the contract, and for 5 years thereafter, insurance with limits of liability not less than those set forth below. However, insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, 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) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 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. UMBRELLA OR EXCESS INSURANCE In the event VENDOR 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 CITY, its officers, officials, employees, agents and volunteers. DEDUCTIBLES AND SELF-INSURED RETENTIONS VENDOR shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and VENDOR shall also be responsible for payment of any self-insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS (i) 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 CITY, except ten (10) days for nonpayment of premium. VENDOR is also responsible for providing written notice to the CITY 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, VENDOR shall furnish CITY 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 CITY, VENDOR 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. (ii) The Commercial General and Automobile Liability insurance policies shall be written on an occurrence form. (iii) The Commercial General and Automobile Liability insurance policies shall be endorsed to name City, its officers, officials, agents, employees and volunteers as an additional insured all ongoing and completed operations. Additional Insured endorsements under the General Liability policy must be as broad as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37. (iv) The Commercial General and Automobile Liability insurance shall contain, or be endorsed to contain, that VENDOR’S insurance shall be primary to and require no contribution from the City. Primary and Non Contributory language under the General Liability policy must be as broad as that contained in ISO Form CG 20 01 04 13. These coverages shall contain no special limitations on the scope of protection afforded to City, its officers, officials, employees, agents and volunteers. (v) 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. (vi) All insurance policies required herein shall contain, or be endorsed to contain, a waiver of subrogation as to CITY, its officers, officials, agents, employees and volunteers. PROVIDING OF DOCUMENTS VENDOR shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required herein. All certificates and applicable endorsements are to be received and approved by the CITY’S Risk Manager or his/her designee prior to CITY’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. Upon request of CITY, VENDOR shall immediately furnish CITY with a complete copy of any 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. All subcontractors working under the direction of VENDOR shall also be required to provide all documents noted herein. SUBCONTRACTORS If VENDOR subcontracts any or all of the services to be performed under this Agreement, VENDOR shall require, at the discretion of the CITY Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the City to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by CITY Risk Manager or designee. If no Side Agreement is required, VENDOR will be solely responsible for ensuring that it’s subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1622 Agenda Date:12/7/2023 Agenda #: 1.-H. REPORT TO THE CITY COUNCIL FROM:BRIAN BARR, Director General Services Department BY:CLIFF TRAUGH, Administrative Manager General Services Department SUBJECT Approve the award of a cooperative purchase agreement to Haaker Equipment Company Inc. of La Verne, California, for the purchase of one Elgin CNG Broom Bear street sweeper in the amount of $586,677 for Department of Public Utilities, Solid Waste Management Division. RECOMMENDATION Staff recommends Council approve the award of a cooperative purchase agreement to Haaker Equipment Company Inc. of La Verne, California for the purchase of one Elgin CNG Broom Bear street sweeper in the amount of $586,677. EXECUTIVE SUMMARY The Department of Public Utilities is requesting approval to purchase one Elgin Broom Bear street sweeper in the amount of $586,677. The new unit will be used by the Solid Waste Management Division to complete final stage sweeping for Operation Clean Up. The General Services Department recommends this purchase based on the age and hours of the street sweeper identified for replacement. The new unit will be purchased through a competitively solicited cooperative procurement process administered by Sourcewell. BACKGROUND 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 three units, the oldest now at the end of its’ useful life. The City of Fresno has been using Elgin Broom Bear sweepers in the fleet for 23 years and has experienced success in the functionality and durability of this product. The new unit will be powered by Compressed Natural Gas, which has proven to be both economical and environmentally conscious. The equipped L9N “Near Zero” engines produce only one tenth of the allowable NOX City of Fresno Printed on 12/22/2023Page 1 of 2 powered by Legistar™ 12/07/2023 MA/AP 7-0 File #:ID 23-1622 Agenda Date:12/7/2023 Agenda #: 1.-H. conscious.The equipped L9N “Near Zero”engines produce only one tenth of the allowable NOX greenhouse gas emissions and meet the latest EPA standards set in 2017 for this type of equipment. 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 Fleet Management 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 unit identified for replacement is currently beyond this recommended replacement schedule. The street sweeper will be purchased through a competitively solicited cooperative procurement process administered by Sourcewell.The purchase contract will be awarded to Haaker Equipment Company who is the City of Fresno’s regional dealer for Elgin,a subsidiary of Federal Signal Corporation.The price per unit is $586,677,this price includes the Sourcewell discount applied to City purchases as well as sales tax at 8.35%.The Purchasing Division has approved this contract and recommends Council to approve. ENVIRONMENTAL FINDINGS 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 because this is a cooperative purchase. FISCAL IMPACT No general funds will be used to purchase these items. The Elgin CNG Broom Bear Street Sweeper will be financed through the Master Equipment Lease Purchase Agreement (MELPA)with the first payment estimated to be $67,035 expected in FY2025. The funding to cover the biannual lease payments will be included in the FY2025 adopted budget under the operations of the Department of Public Utilities.The source of funding for this project is the Community Sanitation Fund, generated by the collection of customer user fees. Attachments: Elgin Contract#093021-ELG Original RFP Proof of Publication Proposal Opening Record Proposal Evaluation Comment and Review Board Resolutions Exhibit C Insurance Requirements City of Fresno Printed on 12/22/2023Page 2 of 2 powered by Legistar™ 093021-ELG Rev. 3/2021 1 Solicitation Number: RFP #093021 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Elgin Sweeper Company, 1300 West Bartlett Road, Elgin, IL 60120 (Supplier). Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Sourcewell issued a public solicitation for Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies from which Supplier was awarded a contract. Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION. This Contract expires November 16, 2025, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier. C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All rights will cease upon expiration or termination of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. 093021-ELG Rev. 3/2021 2 Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new and the current model. Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that extends beyond the expiration of the Supplier’s warranty will be passed on to the Participating Entity. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information. 3. PRICING All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier’s Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location. Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be 093021-ELG Rev. 3/2021 3 returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products. B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. 4. PRODUCT AND PRICING CHANGE REQUESTS Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator. At a minimum, the request must: x Identify the applicable Sourcewell contract number; x Clearly specify the requested change; x Provide sufficient detail to justify the requested change; 093021-ELG Rev. 3/2021 4 x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference. 5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at government- owned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell 093021-ELG Rev. 3/2021 5 contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract. Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum; the terms of which will be negotiated directly between the Participating Entity and the Supplier. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements. E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: 093021-ELG Rev. 3/2021 6 x Maintenance and management of this Contract; x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made). The Report must contain the following fields: x Participating Entity Name (e.g., City of Staples Highway Department); x Participating Entity Physical Street Address; x Participating Entity City; x Participating Entity State/Province; x Participating Entity Zip/Postal Code; x Participating Entity Contact Name; x Participating Entity Contact Email Address; x Participating Entity Contact Telephone Number; x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description; x Item Purchased Price; x Sourcewell Administrative Fee Applied; and x Date Purchase was invoiced/sale was recognized as revenue by Supplier. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee. The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased 093021-ELG Rev. 3/2021 7 by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter. Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing. 10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid. C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties. D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties. 093021-ELG Rev. 3/2021 8 E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern. F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent. 11. INDEMNITY AND HOLD HARMLESS Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law. 12. GOVERNMENT DATA PRACTICES Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Supplier under this Contract. 13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier. b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell. 2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, 093021-ELG Rev. 3/2021 9 resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use; Quality Control. a. Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos. b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s trademarks only in good faith and in a dignified manner consistent with such party’s use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. As applicable, Supplier agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Supplier in violation of applicable patent or copyright laws. 5. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract. D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services. 093021-ELG Rev. 3/2021 10 14. GOVERNING LAW, JURISDICTION, AND VENUE The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota. 15. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 16. SEVERABILITY If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed. 17. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. 093021-ELG Rev. 3/2021 11 The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may: x Exercise any remedy provided by law or equity, or x Terminate the Contract or any portion thereof, including any orders issued against the Contract. 18. INSURANCE A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following: 1. Workers’ Compensation and Employer’s Liability. Workers’ Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for Products-Completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms 093021-ELG Rev. 3/2021 12 no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Minimum limits: $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is 093021-ELG Rev. 3/2021 13 primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention. 19. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities. 20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing. Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 093021-ELG Rev. 3/2021 14 21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to “federal” should be interpreted to mean the United States federal government. The following list only applies when a Participating Entity accesses Supplier’s Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions. 093021-ELG Rev. 3/2021 15 C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names 093021-ELG Rev. 3/2021 16 of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation 093021-ELG Rev. 3/2021 17 and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier not use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval. N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by an Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user. O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity. P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments. Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested. R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S. Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism. S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216. 093021-ELG Rev. 3/2021 18 T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322. 22. CANCELLATION Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. 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EHGHQLHGVXFKOHJDOHIIHFWYDOLGLW\RUHQIRUFHDELOLW\VROHO\EHFDXVHDQHOHFWURQLFVLJQDWXUHRUHOHFWURQLFUHFRUGZDVXVHGLQLWVIRUPDWLRQ'DYLG3DQL]]L %XVLQHVV'HYHORSPHQW0DQDJHU(OJLQ6ZHHSHU&RPSDQ\ 7KH3URSRVHUGHFODUHVWKDWWKHUHLVDQDFWXDORUSRWHQWLDO&RQIOLFWRI,QWHUHVWUHODWLQJWRWKHSUHSDUDWLRQRILWVVXEPLVVLRQDQGRUWKH3URSRVHUIRUHVHHVDQDFWXDORU SRWHQWLDO&RQIOLFWRI,QWHUHVWLQSHUIRUPLQJWKHFRQWUDFWXDOREOLJDWLRQVFRQWHPSODWHGLQWKHELG <HV1R 7KH%LGGHUDFNQRZOHGJHVDQGDJUHHVWKDWWKHDGGHQGXPDGGHQGDEHORZIRUPSDUWRIWKH%LG'RFXPHQW Bid Number: RFP 093021 Vendor Name: Elgin Sweeper Co. &KHFNWKHER[LQWKHFROXPQ,KDYHUHYLHZHGWKLVDGGHQGXPEHORZWRDFNQRZOHGJHHDFKRIWKHDGGHQGD )LOH1DPH ,KDYHUHYLHZHGWKH EHORZDGGHQGXPDQG DWWDFKPHQWV LI DSSOLFDEOH 3DJHV $GGHQGXPBB6WUHHWB6ZHHSHUVB5)3B :HG$XJXVW 30 $GGHQGXPBB6WUHHWB6ZHHSHUVB5)3B )UL$XJXVW 30 Bid Number: RFP 093021 Vendor Name: Elgin Sweeper Co. Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 1 RFP #093021 REQUEST FOR PROPOSALS for Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Proposal Due Date: September 30, 2021, 4:30 p.m., Central Time Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than September 30, 2021, at 4:30 p.m. Central Time, and late proposals will not be considered. Solicitation Schedule Public Notice of RFP Published: August 12, 2021 Pre-proposal Conference: September 1, 2021, 10:00 a.m., Central Time Question Submission Deadline: September 23, 2021, 4:30 p.m., Central Time Proposal Due Date: September 30, 2021, 4:30 p.m., Central Time Late responses will not be considered. Opening: September 30, 2021, 6:30 p.m., Central Time See RFP Section V.G. “Opening” Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 2 I. ABOUT SOURCEWELL A. SOURCEWELL Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that facilitates a competitive public solicitation and contract award process for the benefit of its 50,000+ participating entities across the United States and Canada. Sourcewell’s solicitation process complies with State of Minnesota law and policies, conforms to Canadian trade agreements, and results in cooperative purchasing solutions from which Sourcewell’s Participating Entities procure equipment, products, and services. Cooperative purchasing provides participating entities and suppliers increased administrative efficiencies and the power of combined purchasing volume that result in overall cost savings. At times, Sourcewell also partners with other purchasing cooperatives to combine the purchasing volume of their membership into a single solicitation and contract expanding the reach of contracted suppliers’ potential pool of end users. Sourcewell uses a website-based platform, the Sourcewell Procurement Portal, through which all proposals to this RFP must be submitted. B. USE OF RESULTING CONTRACTS In the United States, Sourcewell’s contracts are available for use by: • Federal and state government entities; • Cities, towns, and counties/parishes; • Education service cooperatives; • K-12 and higher education entities; • Tribal government entities; • Some nonprofit entities; and • Other public entities. In Canada, Sourcewell’s contracts are available for use by: • Provincial and territorial government departments, ministries, agencies, boards, councils, committees, commissions, and similar agencies; • Regional, local, district, and other forms of municipal government, municipal organizations, school boards, and publicly-funded academic, health, and social service entities referred to as MASH sector (this should be construed to include but not be limited to the Cities of Calgary, Edmonton, Toronto, Ottawa, and Winnipeg), as well as any corporation or entity owned or controlled by one or more of the preceding entities; • Crown corporations, government enterprises, and other entities that are owned or controlled by these entities through ownership interest; Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 3 • Members of the Rural Municipalities of Alberta (RMA) and their represented Associations: MASH (municipalities, academic institutions, schools and hospitals) and MUSH (municipalities, universities, schools and hospitals) sectors, and other governmental agencies eligible to use the Sourcewell contracts. MASH and MUSH sector refers to regional, local, district or other forms of municipal government, school boards, publicly-funded academic, health and social service entities, as well as any corporation or entity owned or controlled by one or more of the preceding entities, including but not limited to represented associations, Saskatchewan Association of Rural Municipalities ("SARM"), Association of Manitoba Municipalities ("AMM"), Local Authorities Services/Association of Municipalities Ontario ("LAS/AMO", excluding the cities of Toronto and Ottawa), Nova Scotia Federation of Municipalities (“NSFM”), Federation of Prince Edward Island Municipalities (“FPEIM”), Municipalities Newfoundland Labrador (“MNL”), Union of New Brunswick Municipalities (“UNBM”), North West Territories Association of Communities ("NWTAC") and their members. RMA Participants may include all not-for-profit agencies for Canadian provinces and territories. For a listing of current United States and Canadian Participating Entities visit Sourcewell’s website (note: there is a tab for each country): https://www.sourcewell-mn.gov/sourcewell-for- vendors/agency-locator. Participating Entities typically access contracted equipment, products, or services through a purchase order issued directly to the contracted supplier. A Participating Entity may request additional terms or conditions related to a purchase. Use of Sourcewell contracts is voluntary and Participating Entities retain the right to obtain similar equipment, products, or services from other sources. To meet Participating Entities’ needs, Sourcewell broadly publishes public notice of all solicitation opportunities, including this RFP. In the United States each state-level procurement department receives notice for possible re-posting. Proof of publication will be available at the conclusion of the solicitation process. II. SOLICITATION DETAILS A. SOLUTIONS-BASED SOLICITATION This RFP and contract award process is a solutions-based solicitation; meaning that Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and that are commonly desired or are required by law or industry standards. Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 4 B. REQUESTED EQUIPMENT, PRODUCTS, OR SERVICES It is expected that proposers will offer a wide array of equipment, products, or services at lower prices and with better value than what they would ordinarily offer to a single government entity, a school district, or a regional cooperative. 1. Sourcewell is seeking proposals for Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies intended or designed for the sweeping, vacuuming, or cleaning of streets, roadways, alleys, parking facilities, sidewalks, trails, paths, and airport runway or airfield surfaces, such as: a. Street, sidewalk, parking lot, and runway sweeping and cleaning equipment of every size, model, or design; b. Litter, trash, and debris vacuums; and, c. Supplies and replacement or wear parts related to the offering of the solutions in subsections 1. a. – b. above. 2. Sourcewell is seeking a wide variety and range of the equipment described in Section 1. a. – c. above by: 1) purpose-built, chassis-mounted, trailer-mounted, or walk-behind/beside design; 2) engine type, including conventional internal combustion, natural gas, or propane autogas, hybrid or alternative fuels, and electric powered solutions; and, 3) optional equipment or accessory offerings. 3. The primary focus of this solicitation is on Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies, and the related offering of equipment, supplies and services. This solicitation should NOT be construed to include “services only” solutions. 4. This solicitation does not include those equipment, products, or services covered under categories included in contracts currently maintained by Sourcewell: a. Snow and Ice Handling Equipment, Supplies, and Accessories (RFP #080818); b. Facility MRO (Maintenance, Repair & Operations), Industrial & Building Supplies with Related Equipment, Accessories, Supplies & Services (RFP #121218); c. Airport Runway and Emergency Equipment with Related Accessories (RFP #030619); d. Janitorial Supplies and Equipment with Related Services (RFP #101320); e. Grounds Maintenance Equipment, Attachments, and Accessories with Related Services (RFP #031121); and, f. Roadway Maintenance Equipment (RFP #080521). Proposers may include related equipment, accessories, and services to the extent that these solutions are complementary to the equipment, products, or service(s) being proposed. Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 5 Generally, the solutions for Participating Entities are turn-key solutions, providing a combination of equipment, products and services, delivery, and installation to a properly operating status. However, equipment or products only solutions may be appropriate for situations where Participating Entities possess the ability, either in-house or through local third- party contractors, to properly install and bring to operation the equipment or products being proposed. Sourcewell prefers suppliers that provide a sole source of responsibility for the equipment, products, and services provided under a resulting contract. If proposer is including the equipment, products, and services of its subsidiary entities, the proposer must also identify all included subsidiaries in its proposal. If proposer requires the use of distributors, dealers, resellers, or subcontractors to provide the equipment, products, or services, the proposal must address how the equipment, products or services will be provided to Participating Entities, and describe the network of distributors, dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting contract. Sourcewell desires the broadest possible selection of equipment, products, and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities. C. REQUIREMENTS It is expected that proposers have knowledge of all applicable industry standards, laws, and regulations and possess an ability to market and distribute the equipment, products, or services to Participating Entities. 1. Safety Requirements. All items proposed must comply with current applicable safety or regulatory standards or codes. 2. Deviation from Industry Standard. Deviations from industry standards must be identified with an explanation of how the equipment, products, and services will provide equivalent function, coverage, performance, and/or related services. 3. New Equipment and Products. Proposed equipment and products must be for new, current model; however, proposer may offer certain close-out equipment or products if it is specifically noted in the Pricing proposal. 4. Delivered and operational. Unless clearly noted in the proposal, equipment and products must be delivered to the Participating Entity as operational. 5. Warranty. All equipment, products, supplies, and services must be covered by a warranty that is the industry standard or better. Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 6 D. ANTICIPATED CONTRACT TERM Sourcewell anticipates that the term of any resulting contract(s) will be four years, with an optional one year extension that may be offered based on the best interests of Sourcewell and its Participating Entities. E. ESTIMATED CONTRACT VALUE AND USAGE Based on past volume of similar contracts, the estimated annual value of all transactions from contracts resulting from this RFP are anticipated to be USD $48 Million; therefore, proposers are expected to propose volume pricing. Sourcewell anticipates considerable activity under the contract(s) awarded from this RFP; however, sales and sales volume from any resulting contract are not guaranteed. F. MARKETING PLAN Proposer’s sales force will be the primary source of communication with Participating Entities. The proposer’s Marketing Plan should demonstrate proposer’s ability to deploy a sales force or dealer network to Participating Entities, as well as proposer’s sales and service capabilities. It is expected that proposer will promote and market any contract award. G. ADDITIONAL CONSIDERATIONS 1. Contracts will be awarded to proposers able to best meet the need of Participating Entities. Proposers should submit their complete line of equipment, products, or services that are applicable to the scope of this RFP. 2. Proposers should include all relevant information in its proposal, since Sourcewell cannot consider information that is not included in the proposal. Sourcewell reserves the right to verify proposer’s information and may request clarification from a proposer, including samples of the proposed equipment or products. 3. Depending upon the responses received in a given category, Sourcewell may need to organize responses into subcategories in order to provide the broadest coverage of the requested equipment, products, or services to Participating Entities. Awards may be based on a subcategory. 4. A proposer’s documented negative past performance with Sourcewell or its Participating Entities occurring under a previously awarded Sourcewell contract may be considered in the evaluation of a proposal. III. PRICING A. REQUIREMENTS All proposed pricing must be: Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 7 1. Either Line-Item Pricing or Percentage Discount from Catalog Pricing, or a combination of these: a. Line-item Pricing is pricing based on each individual product or services. Each line must indicate the proposer’s published “List Price,” as well as the “Contract Price.” b. Percentage Discount from Catalog or Category is based on a percentage discount from a catalog or list price, defined as a published Manufacturer’s Suggested Retail Price (MSRP) for the products or services. Individualized percentage discounts can be applied to any number of defined product groupings. Proposers will be responsible for providing and maintaining current published MSRP with Sourcewell, and this pricing must be included in its proposal and provided throughout the term of any Contract resulting from this RFP. 2. The proposer’s not to exceed price. A not to exceed price is the highest price for which equipment, products, or services may be billed to a Participating Entity. However, it is permissible for suppliers to sell at a price that is lower than the contracted price. 3. Stated in U.S. and Canadian dollars (as applicable). 4. Clearly understandable, complete, and fully describe the total cost of acquisition (e.g., the cost of the proposed equipment, products, and services delivered and operational for its intended purpose in the Participating Entity’s location). Proposers should clearly identify any costs that are NOT included in the proposed product or service pricing. This may include items such as installation, set up, mandatory training, or initial inspection. Include identification of any parties that impose such costs and their relationship to the proposer. Additionally, proposers should clearly describe any unique distribution and/or delivery methods or options offered in the proposal. B. ADMINISTRATIVE FEES Proposers are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating the resulting contracts. The administrative fee is normally calculated as a percentage of the total sales to Participating Entities for all contracted equipment, products, or services made during a calendar quarter, and is typically one percent (1%) to two percent (2%). In some categories, a flat fee may be an acceptable alternative. IV. CONTRACT Proposers awarded a contract will be required to execute a contract with Sourcewell (see attached template). Only those modifications the proposer indicates in its proposal will be available for discussion. Much of the language in the Contract reflects Minnesota legal requirements and cannot be altered. Numerous and/or onerous exceptions that contradict Minnesota law may result in the proposal being disqualified from further review and evaluation. Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 8 To request a modification to the template Contract, a proposer must submit the Exceptions to Terms, Conditions, or Specifications table with its proposal. Only those exceptions noted at the time of the proposal submission will be considered. Exceptions must: 1. Clearly identify the affected article and section. 2. Clearly note the requested modification; and as applicable, provide requested alternative language. Unclear requests will be automatically denied. Only those exceptions that have been accepted by Sourcewell will be included in the contract document provided to the awarded supplier for signature. If a proposer receives a contract award resulting from this solicitation it will have up to 30 days to sign and return the contract. After that time, at Sourcewell’s sole discretion, the contract award may be revoked. V. RFP PROCESS A. PRE-PROPOSAL CONFERENCE Sourcewell will hold an optional, non-mandatory pre-proposal conference via webcast on the date and time noted in the Solicitation Schedule for this RFP and on the Sourcewell Procurement Portal. The purpose of this conference is to allow potential proposers to ask questions regarding this RFP and Sourcewell’s competitive contracting process. Information about the webcast will be sent to all entities that have registered for this solicitation opportunity through their Sourcewell Procurement Portal Supplier Account. Pre-proposal conference attendance is optional. B. QUESTIONS REGARDING THIS RFP AND ORAL COMMUNICATION All questions regarding this RFP must be submitted through the Sourcewell Procurement Portal. The deadline for submission of questions is found in the Solicitation Schedule and on the Sourcewell Procurement Portal. Answers to questions will be issued through an addendum to this RFP. Repetitive questions will be summarized into a single answer and identifying information will be removed from the submitted questions. All questions, whether specific to a proposer or generally related to the RFP, must be submitted using this process. Do not contact individual Sourcewell staff to ask questions or request information as this may disqualify the proposer from responding to this RFP. Sourcewell will not respond to questions submitted after the deadline. Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 9 C. ADDENDA Sourcewell may modify this RFP at any time prior to the proposal due date by issuing an addendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered to potential proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of any addenda. Before a proposal will be accepted through the Sourcewell Procurement Portal, all addenda, if any, must be acknowledged by the proposer by checking the box for each addendum. It is the responsibility of the proposer to check for any addenda that may have been issued up to the solicitation due date and time. If an addendum is issued after a proposer submitted its proposal, the Sourcewell Procurement Portal will WITHDRAW the submission and change the proposer’s proposal status to INCOMPLETE. The proposer can view this status change in the “MY BIDS” section of the Sourcewell Procurement Portal Supplier Account. The proposer is solely responsible to check the “MY BIDS” section of the Sourcewell Procurement Portal Supplier Account periodically after submitting its proposal (and up to the Proposal Due Date). If the proposer’s proposal status has changed to INCOMPLETE, the proposer is solely responsible to: i) make any required adjustments to its proposal; ii) acknowledge the addenda; and iii) ensure the re-submitted proposal is received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time shown in the Solicitation Schedule above. D. PROPOSAL SUBMISSION Proposer’s complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Late proposals will not be considered. It is the proposer’s sole responsibility to ensure that the proposal is received on time. It is recommended that proposers allow sufficient time to upload the proposal and to resolve any issues that may arise. The time and date that a proposal is received by Sourcewell is solely determined by the Sourcewell Procurement Portal web clock. In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical support posted in the portal. It may take up to 24 hours to respond to certain issues. Upon successful submission of a proposal, the Sourcewell Procurement Portal will automatically generate a confirmation email to the proposer. If the proposer does not receive a confirmation email, contact Sourcewell’s support provider at support@bidsandtenders.ca. Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 10 To ensure receipt of the latest information and updates via email regarding this solicitation, or if the proposer has obtained this solicitation document from a third party, the onus is on the proposer to create a Sourcewell Procurement Portal Supplier Account and register for this solicitation opportunity. Within the Sourcewell Procurement Portal, all proposals must be digitally acknowledged by an authorized representative of the proposer attesting that the information contained in in the proposal is true and accurate. By submitting a proposal, proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award. The submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the proposer to remedies available by law. E. GENERAL PROPOSAL REQUIREMENTS Proposals must be: • In substantial compliance with the requirements of this RFP or it will be considered nonresponsive and be rejected. • Complete. A proposal will be rejected if it is conditional or incomplete. • Submitted in English. • Valid and irrevocable for 90 days following the Proposal Due Date. Any and all costs incurred in responding to this RFP will be borne by the proposer. F. PROPOSAL WITHDRAWAL Prior to the proposal deadline, a proposer may withdraw its proposal. G. OPENING The Opening of proposals will be conducted electronically through the Sourcewell Procurement Portal. A list of all proposers will be made publicly available in the Sourcewell Procurement Portal after the Proposal Due Date, but no later than the Opening time listed in the Solicitation Schedule. To view the list of proposers, verify that the Sourcewell Procurement Portal opportunities list search is set to “All” or “Closed.” The solicitation status will automatically change to “Closed” after the Proposal Due Date and Time. Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 11 VI. EVALUATION AND AWARD A. EVALUATION It is the intent of Sourcewell to award one or more contracts to responsive and responsible proposers offering the best overall quality, selection of equipment, products, and services, and price that meet the commonly requested specifications of Sourcewell and its Participating Entities. The award(s) will be limited to the number of proposers that Sourcewell determines is necessary to meet the needs of its Participating Entities. Factors to be considered in determining the number of contracts to be awarded in any category may include the following: • The number of and geographic location of: o Proposers necessary to offer a comprehensive selection of equipment, products, or services for Participating Entities’ use. o A proposer’s sales and service network to assure availability of product supply and coverage to meet Participating Entities’ anticipated needs. • Total evaluation scores. • The attributes of proposers, and their equipment, products, or services, to assist Participating Entities achieve environmental and social requirements, preferences, and goals. Information submitted as part of a proposal should be as specific as possible when responding to the RFP. Do not assume Sourcewell has any knowledge about a specific supplier or product. B. AWARD(S) Award(s) will be made to the proposer(s) whose proposal conforms to all conditions and requirements of the RFP, and consistent with the award criteria defined in this RFP. Sourcewell may request written clarification of a proposal at any time during the evaluation process. Proposal evaluation will be based on the following scoring criteria and the Sourcewell Evaluator Scoring Guide (a copy is available in the Sourcewell Procurement Portal): Conformance to RFP Requirements 50 Financial Viability and Marketplace Success 75 Ability to Sell and Deliver Service 100 Marketing Plan 50 Value Added Attributes 75 Warranty 50 Depth and Breadth of Offered Equipment, Products, or Services 200 Pricing 400 TOTAL POINTS 1000 Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 12 C. PROTESTS OF AWARDS Any protest made under this RFP by a proposer must be in writing, addressed to Sourcewell’s Executive Director, and delivered to the Sourcewell office located at 202 12th Street NE, P.O. Box 219, Staples, MN 56479. All documents that comprise the complete protest package must be received no later than 10 calendar days’ following Sourcewell’s notice of contract award(s) or non-award and must be time stamped by Sourcewell no later than 4:30 p.m., Central Time. A protest must allege a procedural, technical, or legal defect, with supporting documentation. A protest that merely requests a re-evaluation of a proposal’s content will not be entertained A protest must include the following items: • The name, address, and telephone number of the protester; • Identification of the solicitation by RFP number; • A precise statement of the relevant facts; • Identification of the alleged procedural, technical, or legal defect; • Analysis of the basis for the protest; • Any additional supporting documentation; • The original signature of the protester or its representative; and • Protest bond in the amount of $20,000 (except where prohibited by law or treaty). Protests that do not address these elements will not be reviewed. D. RIGHTS RESERVED This RFP does not commit Sourcewell to award any contract, and a proposal may be rejected if it is nonresponsive, conditional, incomplete, conflicting, or misleading. Proposals that contain false statements or do not support an attribute or condition stated by the proposer may be rejected. Sourcewell reserves the right to: • Modify or cancel this RFP at any time; • Reject any and all proposals received; • Reject proposals that do not comply with the provisions of this RFP; • Select, for contracts or for discussion, a proposal other than that with the lowest cost; • Independently verify any information provided in a proposal; • Disqualify any proposer that does not meet the requirements of this RFP, is debarred or suspended by the United States or Canada, State of Minnesota, Participating Entity’s state or province; has an officer, or other key personnel, who have been charged with a serious crime; or is bankrupt, insolvent, or where bankruptcy or insolvency are a reasonable prospect; • Waive or modify any informalities, irregularities, or inconsistencies in the proposals received; Rev. 3/2021 Sourcewell RFP #093021 Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Page 13 • Clarify any part of a proposal and discuss any aspect of the proposal with any proposer; and negotiate with more than one proposer; • Award a contract if only one responsive proposal is received if it is in the best interest of Participating Entities; and • Award a contract to one or more proposers if it is in the best interest of Participating Entities. E. DISPOSITION OF PROPOSALS All materials submitted in response to this RFP will become property of Sourcewell and will become public record in accordance with Minnesota Statutes Section 13.591, after negotiations are complete. Sourcewell considers that negotiations are complete upon execution of a resulting contract. It is the proposer’s responsibility to clearly identify any data submitted that it considers to be protected. Proposer must also include a justification for the classification citing the applicable Minnesota law. Sourcewell may reject proposals that are marked confidential or nonpublic, either substantially or in their entirety. Sourcewell will not consider the prices submitted by the proposer to be confidential, proprietary, or trade secret materials. Financial information, including financial statements, provided by a proposer is not considered trade secret under the statutory definition. 8/13/2021 Addendum No. 1 Solicitation Number: RFP 093021 Solicitation Name: Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Consider the following Amendment, and the Question and Answer, to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. RFP Amendment: To provide additional clarity on the requested equipment, products, or services of this solicitation, RFP Subsection II. B. 4. c. is revised to read as follows (new text in italics): * * * * c. Airport Runway and Emergency Equipment with Related Accessories (RFP #030619), with the exception of sweeping, vacuuming, or cleaning equipment identified in subsections 1. a. and 1. b. above; * * * * The remainder of the RFP content remains unchanged. Question 1: Does this RFP include sweepers for cleaning airport runways, taxiways, ramps and related surfaces at airports and airfields? Answer 1: Sourcewell utilizes a competitive, solutions-based solicitation approach that is not based on detailed specifications. Each proposer, in its discretion, will propose the equipment, products, and services that it deems to fall within Sourcewell’s requested equipment, products, and services as described in the RFP. Refer to RFP Section II. B. – Requested Equipment, Products, or Services, and the amendment immediately above. End of Addendum Acknowledgement of this Addendum to RFP 093021 posted to the Sourcewell Procurement Portal on 8/13/2021, is required at the time of proposal submittal. 8/25/2021 Addendum No. 2 Solicitation Number: RFP 093021 Solicitation Name: Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Is it better to bid as a manufacturer or through a dealer, distributor, or importer? Answer 1: In the competitive process, Sourcewell will not advise a proposer on the manner in which it should submit a proposal. It is left to the discretion of each proposer to articulate and propose the approach that aligns with its business methods and satisfies the requirements of the RFP. Proposals are evaluated based on the criteria stated in the RFP. End of Addendum Acknowledgement of this Addendum to RFP 093021 posted to the Sourcewell Procurement Portal on 8/25/2021, is required at the time of proposal submittal. The New York State Contract Reporter This document printed Wednesday, 08/11/2021 NYS' official source of contracting opportunities Bringing business and government together Contracting Opportunity * * * This ad has not been published. It has been reviewed and pending publication. * * * Title:Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies Agency:Sourcewell Division:Procurement Department Contract Number:RFP #093021 Contract Term:4 years Date of Issue:08/12/2021 Due Date/Time:09/30/2021 4:30 PM Due Time is 4:30 pm Central Time. County(ies):All NYS counties Classification:Vehicles & Equipment - Commodities Opportunity Type:General Entered By:Chris Robinson Description:Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than September 30, 2021, at 4:30 p.m. Central Time, and late proposals will not be considered. Service-Disabled Veteran-Owned Set Aside: No 1 of 2 Contact Information Primary contact:Sourcewell Procurement Department Chris Robinson Procurement Manager 202 12th Street NE P.O. Box 219 Staples, MN 56479 United States Ph: 218-895-4168 rfp@sourcewell-mn.gov Submit to contact:Sourcewell Procurement Department Chris Robinson Procurement Manager 202 12th Street NE P.O. Box 219 Staples, MN 56479 United States Ph: 218-895-4168 rfp@sourcewell-mn.gov © 2021, Empire State Development http://www.esd.ny.gov/ 2 of 2 Adportal Self Service Advertising Confirmation https://placelegal.mcclatchy.com/legals/columbia/home/confirmation.htm... 1 of 1 8/9/2021, 9:21 AM SPORTS E3 U SA TODAY ❚THURSDAY, AUGUST 12, 2021 ❚7C LOS ANGELES – Less than two miles southwest of Dodger Stadium, Trevor Bauer walked into a courthouse here July 23 and faced a judge. A simple question was up for debate: Should the Dodgers pitcher continue to be legally restrained from a woman who has accused him of assault during two sexual encounters at his home this year in Pasadena? The hearing ended up being delayed until next week, when Judge Dianna Gould-Saltman is set to evaluate the ev- idence against Bauer before giving her answer. But much more is at stake as Pasadena police and Major League Baseball continue to investigate. “Everything rises and falls with this hearing, especially for Bauer,” said Da- vid Ring, a Los Angeles attorney who represents sexual abuse victims but is not involved in this case. Here are six clues about what to ex- pect starting Monday, according to court records and information gleaned from the July 23rd court appearance. 1. The woman’s witness list in- cludes a forensic nurse who conduct- ed a sexual assault exam on the wom- an after the second alleged incident in May.The list from July 22 also included three police detectives, an expert on do- mestic violence, the woman’s best friend, her father and Bauer. “It tells me the petitioner believes that they have strong forensic evidence to support her allegations, and that it’s not simply her word against his, but there are other experts and physical evi- dence that would support her story,” said Laurie Levenson, a Loyola Law School professor in Los Angeles. In her request for a restraining order, the woman included photos of facial in- juries. She was diagnosed at a hospital in San Diego after the second encounter with an acute head injury and assault by strangulation. She said Bauer choked her unconscious during both incidents and punched her the second time. Bauer’s representatives have denied the allegations and said his relations with the woman were consensual. In court records, they show digital mes- sages in which the woman asks Bauer for “rough” sex, including being choked out and slapped in the face. They also show messages from her to a cousin, in- cluding one that reads, “It was consen- sual but like didnt expect two black eyes!? Like he def took it too far dont you think lol.” Bauer, 30, has been on paid adminis- trative leave since July 2 after signing a three-year, $102 million contract with the Dodgers in February. 2. A male friend of the woman’s was subpoenaed to testify for Bauer’s case and is among at least three witnesses Bauer’s team has planned to call.The friend came forward with messages be- tween himself and the woman from around the time of her first encounter with Bauer. Bauer’s team is likely to use them to generate doubt about the wom- an’s credibility and motivation for en- gaging with Bauer, whom she said she met on Instagram. The friend asked not to be identified until he testifies because of the sensitivity of the situation. “The defense is going to focus on un- dercutting the petitioner’s credibility, and one way to undercut their credibil- ity is to have witnesses come up with ul- terior motives in bringing these allega- tions,” Levenson said. USA TODAY Sports obtained at least some of messages provided by the friend and asked the opinion of an attor- ney who is not involved in this case but also has represented sex abuse survi- vors. “I don’t think we have enough infor- mation to reach any larger conclusions about what did or didn’t happen,” based on the friend’s messages provided to USA TODAY, said John Clune, the attor- ney. 3. It is expected to be a mini-trial lasting several days. Ten or more wit- nesses could be called to testify in the state court of Judge Gould-Saltman. This is unusual for a civil hearing about a temporary restraining order (TRO). In a normal sexual assault case, the suspect typically might be arrested and then ordered to stay away from the ac- cuser by a judge in a criminal court. In this case, Bauer has not been ar- rested or charged because law enforce- ment has not determined whether there is enough evidence to do so. In the meantime, the woman asked for a tem- porary restraining order against Bauer in civil court, saying she waited to do so to see how the criminal investigation would proceed and was concerned that no arrest had been made. “I am scared and in fear,” she said in court docu- ments in June. The court granted that request and set this hearing to decide whether it should remain in force. “It’s like the TRO of the century,” Lev- enson said. “What’s odd in this one is police and law enforcement authorities have not decided whether they’re going to move forward in this case. They haven’t made those credibility calls, so all of that is being put on the TRO proc- ess.” 4. The proceedings could be highly influential beyond whether the court restrains Bauer from the woman.If this wasn’t clear before, it was July 23, when Bauer’s agent, Jon Fetterolf, at- tended the delayed hearing, along with several other lawyers and witnesses for both sides. Both police and MLB have a keen interest in seeing what comes out of this hearing because they have not made a decision about Bauer’s culpabil- ity. “It could actually turn the police in- vestigation one way or the other,” said Ring, who has represented one of the women in the rape cases against film producer Harvey Weinstein. “If I’m the police and I know this hearing is going forward relatively soon … why rush when you’ve got this spectacle of a hear- ing and maybe it assists you with decid- ing whether there’s going to be an arrest or not?” Likewise, Levenson said in police in- vestigations “you usually have just one side asking questions,” as opposed to two sides in a hearing like this. “So there’s a lot to be learned,” she said. Whether MLB disciplines Bauer de- pends on what Commissioner Rob Manfred considers to be “just cause” for such discipline under baseball’s joint domestic violence, sexual assault and child abuse policy. A criminal convic- tion is not required for that. If the judge believes there’s enough evidence against Bauer to keep the re- straining order in place, theoretically that increases the pressure for MLB to keep him away from baseball, too, or vice versa. 5. Bauer will be there, as well as the woman.They sat only about 6 feet apart when they appeared in court July 23. But Bauer might invoke his Fifth Amendment right not to testify against himself when called to the witness stand. His lawyer, Shawn Holley, has advised him to do so because anything he says in court could be used against him in the pending criminal investiga- tion. Will he listen to his attorney? On July 23, Holley suggested the judge “ask him at the appropriate time whether he intends to follow my advice.” Attorneys for the woman estimated that Bauer and the woman each will tes- tify for two hours, helping set up a deci- sion for the judge about whom to be- lieve. Messages between the two will be part of the evidence. Her legal team even assembled them into a poster to show in court July 23. For example, her request for a restraining order included copies of messages between them, in- cluding one in which she referenced head and facial injuries. “I feel so bad that this happened,” Bauer responded, according to her court filing. “Wish I could be there with you through it.” 6. It could get delayed again or might not happen at all. The hearing scheduled for July 23 was kicked around to several different courtrooms before ending up in the court of Gould- Saltman, whose job is to determine whether the evidence warrants the is- suance of a permanent restraining or- der. Then the hearing got delayed to Aug. 2 before being continued again to Aug. 16. In the meantime, Bauer could try to make the case go away by paying the woman a settlement. If he did, what would MLB do? Would he return to the Dodgers after all of this? Stay tuned. Bauer restraining order hearing looms Brent Schrotenboer USA TODAY The Dodgers’ Trevor Bauer remains on administrative leave imposed by MLB. MARK J. REBILAS/USA TODAY SPORTS BMX racer who ‘nearly died’ at Olympics undergoing rehab BMX racer Connor Fields is undergo- ing evaluation and rehabilitation for a brain hemorrhage he suffered at the To- kyo Olympics during a crash that Fields said was nearly fatal. “Do people realize I nearly died?” he wrote on Twitter in response to com- ments that the Paris Games are only three years away. “Brain hemmorage? [sic] No memo- ry.... Maybe I’m not ready to commit to that yet? Can we chill for just a sec? Maybe focus on lunch next week first....” Fields, 28, is being treated at the Uni- versity of Utah Craig H. Neilsen Reha- bilitation Hospital in Salt Lake City and will be there for a month, his father told USA TODAY Sports on Wednesday. “They’re optimistic he’ll be all right,” Mike Fields said by text message. “They’re terrific, and Connor is doing well.” Connor Fields, a gold medalist at the 2016 Olympics, was a medal favorite at the Tokyo Games before crashing July 29 in a semifinal heat. In addition to the brain hemorrhage, he suffered a bro- ken rib and bruised lung in the crash. – Josh Peter Seahawks release Aldon Smith Aldon Smith’s time with the Sea- hawks was short as the NFL team re- leased the defensive end Wednesday. Smith was reinstated by the league in the spring of 2020 after missing four seasons due to off-field issues. He ap- peared in 16 games for the Cowboys last season and had five sacks along with 48 tackles. He signed a one-year deal with Seat- tle in April but was arrested two days later on a second-degree battery charge in St. Bernard Parish near New Orleans. He is scheduled to be arraigned later this month. Even though Smith missed the off- season program, Seahawks head coach Pete Carroll said early in training camp that the team was ready to support Smith. Smith was the 11th overall pick by the 49ers in the 2011 draft. He set an NFL record with 33 1⁄2 sacks in his first two seasons before his career spiraled out of control due to multiple drunken driving charges. He was also arrested in 2018 on a do- mestic violence charge in San Francis- co. – The Associated Press Report: Ex-NWSL coach emotionally abused players One day after the NWSL’s Washing- ton Spirit announced that former coach Richie Burke was being reassigned to the organization’s front office, a report came out that alleges Burke was emo- tionally abusive toward players. In the report from The Washington Post, former Spirit defender Kaiya McCullough said she quit the sport last season because of Burke’s treatment. The Post said McCullough is one of at least four players who have left the club because of Burke. “I was 100% in a situation where I was being emotionally abused by Ri- chie,” McCullough told The Washington Post. “He created this environment where I knew I wasn’t playing as well, because I was so, so scared to mess up and be yelled at. It crippled my perfor- mance, and it made me super anxious.” McCullough also told the Post that Burke made racially insensitive jokes off the field that made her feel “very un- comfortable.” McCullough identifies as Black. “He made me hate soccer,” McCul- lough added. The Spirit had announced Tuesday that Burke was being reassigned, citing health issues. But Wednesday, after the report was published, Spirit managing partner Steve Baldwin issued a state- ment indicating The Washington Post contacted the organization “on the heels” of the team’s announcement of Burke’s reassignment. “We take these allegations very seri- ously and are undertaking an immedi- ate investigation,” Baldwin said in the statement. “Burke has been suspended pending the investigation and is prohib- ited from contacting players and staff and our facilities. We, as a team, will not tolerate any situation for our players and staff that is less than professional. Our athletes, and all of those who sup- port them, deserve the absolute best.” The Post said the NWSL confirmed an investigation, under the league’s an- ti-harassment policy. The Post reported that two players spoke to the newspaper under the con- dition of anonymity, citing concerns of retaliation. The report also indicated that a fourth player declined to comment, but that the allegations of abusive behavior were corroborated by two other people with knowledge of the situation. – Lorenzo Reyes NEWS NOTEBOOK Advertise Today! (800) 397-0070 PLACE YOUR AD in USA TODAY Marketplace! Call: (800) 397-0070 Ifyouoralovedonehas beendiagnosedwith ovariancancerafterusing talcumbasedproducts youmaybeentitledto significantcompensation 800-208-3526 TALCUM POWDER SETTLEMENT GET NOTICED! Advertise in USA TODAY’s Marketplace!Call:1-800-397-0070 To view more Classified listings, visit: classifieds.usatoday.com NOTICES PUBLIC NOTICE This is a De Jure Grand Jury Finding of Facts that the grievances brought before the Grand Jury on this day, June 26 in the year of our Lord, 2021, in a Presentment of Declaration by People assembled in Hawaii state have been found to be true and correct. Therefore, the Grand Jury finds that the People in Hawaii state shall assemble to re-assemble a De Jure Constitutional Republic. This entire document may be viewed by internet at: http://national-assembly.net/blog/index.php/na-blog/ hawaii-general-jural-assembly-public-notice Notice to Agents is notice to Principals. Notice to Principals is notice to Agents. The content of this notice is not the opinion or claims of this News Paper publication, its employees or management. MARKETPLACE HEALTH/FITNESS ATTENTION Ifyou’vehadHerniaSurgery andhave experiencedany 800-478-7176800-478-7176 CALL THE HERNIA MESH HELPLINE NOW AT you may be entitled to COMPLICATIONS SIGNIFICANT CASH COMPENSATION. FINANCIAL SERVICES IMPROVE YOUR CREDIT SCORE Are you getting hit with high interest rates because of a low credit score? Improve it today! 800-852-4931 FREEConsultation FREECreditEvaluation BUSINESS Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal https://proportal.sourcewell-mn.gov. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than September 30, 2021, at 4:30pm CentralTime, and late proposals will not be considered. PUBLIC NOTICE HEALTH/FITNESS Notice Basic Information Details Dates Contact Information Pre-Bidding Events Bid Submission Process Estimated Contract Value (CAD)$48,000,000.00 (Not shown to suppliers) Reference Number 0000206364 Issuing Organization Sourcewell Owner Organization Solicitation Type RFP - Request for Proposal (Formal) Solicitation Number RFP# 093021 Title Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Source ID PP.CO.USA.868485.C88455 Location All of Canada, All of Canada Purchase Type Duration:4 years Description Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than September 30, 2021, at 4:30 p.m. Central Time, and late proposals will not be considered. Publication 2021/08/12 10:45:00 AM EDT Question Acceptance Deadline 2021/09/23 05:30:00 PM EDT Questions are submitted online No Bid Intent Not Available Closing Date 2021/09/30 05:30:00 PM EDT Prebid Conference 2021/09/01 11:00:00 AM EDT Procurement Department 218-894-1930 rfp@sourcewell-mn.gov Event Type Prebid Conference Attendance Recommended Event date 2021/09/01 11:00:00 AM EDT Location WebEx Conference Event Note Login information will be emailed two business days prior to the event. Bid Submission Type Electronic Bid Submission Pricing In attached document Pricing In attached document Bid Documents List Item Name Description Mandatory Bid Documents Documents defining the proposal Yes RFP# 093021 - Street Sweepers and Specialty Sweepers, with Re... 2021/08/12 10:44:08 AM EDT Page 1 of 3 Documents Documents Document Size Uploaded Date Language RFP #093021 - Street Sweepers and Specialty Sweepers [pdf]171 Kb 2021/08/12 10:36:43 AM EDT English RFP# 093021 - Street Sweepers and Specialty Sweepers, with Re... 2021/08/12 10:44:08 AM EDT Page 2 of 3 Categories Selected Categories GSIN Category (1) G Goods Goods N38 Construction, Mining, Excavating And Highway Maintenance Equipment Construction, Mining, Excavating And Highway Maintenance Equipment N3825 ROAD CLEARING AND CLEANING EQUIPMENT Road Clearing and Cleaning Equipment Includes Motorized Sweepers; Motorized Snowplows; Motorized Street Sprinklers; Road Marketing Machines. MERX Category (1) G Goods Goods G28 Special Purpose Vehicles Special Purpose Vehicles RFP# 093021 - Street Sweepers and Specialty Sweepers, with Re... 2021/08/12 10:44:08 AM EDT Page 3 of 3 ProposalOpeningRecord Dateofopening:September30,2021 SourcewellpostedRequestforProposal#093021,fortheprocurementofStreetSweepersandSpecialty Sweepers,withRelatedEquipment,Accessories,andSupplies,ontheSourcewellProcurementPortal [proportal.sourcewellͲmn.gov]onThursday,August12,2021,andthesolicitationremainedinanopenstatus withintheportaluntilSeptember30,2021,at4:30pmCT.TheRFPrequiredthatallproposalsbesubmitted throughtheSourcewellProcurementPortalnolaterthan4:30pmCTonSeptember30,2021,thedateand timespecifiedintheSolicitationSchedule. TheundersignedcertifythatallresponsesreceivedonRequestforProposal#093021weresubmittedthrough theSourcewellProcurementPortal,andthateachProposer’sresponsematerialwasdigitallysealedupon submissionandremainedinaccessibleuntiltheduedateandtimespecifiedintheSolicitationSchedule. Responseswerereceivedfromthefollowing: AebiSchmidtNorthAmericadbaMͲBCompanies,Inc.ͲSubmitted9/30/21at6:42:20AM AriesIndustries,Inc.ͲSubmitted9/30/21at2:57:38PM BonnellIndustries,Inc.ͲSubmitted9/29/21at7:36:40AM BucherMunicipalNorthAmericaͲSubmitted9/30/21at12:08:23PM Curbtender,Inc.ͲSubmitted9/30/21at4:16:45PM CycloneTechnology,LLCͲSubmitted9/30/21at4:02:00PM DuCo,LLC(SchwarzeIndustries,Inc.)ͲSubmitted9/22/21at9:28:53AM ElginSweeper,Co.(DivisionofFederalSignalCorp.)ͲSubmitted9/29/21at4:49:19PM Exprolink,Inc.ͲSubmitted9/28/21at10:06:52AM FAYATEnvironmentalSolutionsAmericas(RAVOHoldingBV)ͲSubmitted9/30/21at11:47:19AM GlobalEnvironmentalProducts,Inc.ͲSubmitted9/27/21at8:10:32AM GradallIndustries,Inc.ͲSubmitted9/29/21at2:35:14PM Holms,Inc.ͲSubmitted9/28/21at9:32:34PM HughesVentures,Inc.ͲSubmitted9/30/21at12:18:40PM Nescon,LLCͲSubmitted9/30/21at2:23:55PM Nilfisk,Inc.ͲSubmitted9/29/21at3:24:21PM ODRA,LLC(ChallengerManufacturing,Ltd.)ͲSubmitted9/29/21at2:50:05PM ROOTSMULTICLEANINC.VICTORYSWEEPERSDIVISIONͲSubmitted9/30/21at11:56:20AM SteppManufacturingCompany,Inc.ͲSubmitted9/02/21at11:04:50AM Triverus,LLCͲSubmitted9/29/21at2:42:09PM TrombiaTechnologiesͲSubmitted9/30/21at4:25:28PM TYMCO,Inc.ͲSubmitted9/29/21at8:33:52PM TheProposalswereopenedelectronically,andalistofallProposerswasmadepubliclyavailableinthe SourcewellProcurementPortal,onSeptember30,2021,at4:36:08PMCT.Allresponsiveproposalswere thensubmittedforreviewbytheSourcewellEvaluationCommittee. ____________________________________________________________________ ChrisRobinson,CPSM,ProcurementManagerCarolJackson,ProcurementAnalyst AebiSchmidtNorthAmericadbaMͲBCompanies,Inc. AriesIndustries,Inc. BonnellIndustriesIncBucherMunicipalNorthAmerica Curbtender,Inc. CycloneTechnologyLLCDuCo,LLC(SchwarzeIndustries,Inc.)ElginSweeperCo.(DivisionofFederalSignalCorp.)Possible PointsConformancetoRFPRequirements5043 - 43 43 42 39 44 41 Pricing400333 - 323 330 336 279 331 330 FinancialViabilityandMarketplaceSuccess7563 - 62 64 60 62 66 61 AbilitytoSellandDeliverService10076 - 78 81 82 71 87 82 MarketingPlan5042 - 43 38 43 36 43 39 ValueAddedAttributes7567 - 62 65 59 53 66 61 Warranty5041 - 40 44 45 41 42 42 DepthandBreadthofOfferedEquipment,Products,orServices200156 - 139 161 157 146 175 167 Total Points 1,000 821 0 790 826 824 727 854 823Rank Order8 22 10.5 4 5 16.5 2 6.5ExprolinkInc.FAYATEnvironmentalSolutionsAmericas(RAVOHoldingBV)GlobalEnvironmentalProducts,Inc GradallIndustries,Inc. Holms,Inc. HughesVentures,Inc. NesconLLC Nilfisk,Inc.Possible PointsConformancetoRFPRequirements5045 43 39 41 35 35 39 39 Pricing400350 331 334 315 240 259 300 301 FinancialViabilityandMarketplaceSuccess7566 65 63 64 51 49 52 57 AbilitytoSellandDeliverService10087 82 84 85 65 56 68 65 MarketingPlan5045 42 39 37 28 32 36 34 ValueAddedAttributes7562 67 63 59 47 50 61 58 Warranty5042 44 41 42 42 38 40 42 DepthandBreadthofOfferedEquipment,Products,orServices200164 149 168 147 126 129 131 126 Total Points 1,000 861 823 831 790 634 648 727 722Rank Order1 6.5 3 10.5 21 20 16.5 18ODRA,LLC(ChallengerManufactureing,Ltd.)ROOTSMULTICLEANINC.VICTORYSWEEPERSDIVISIONSteppManufacturingCompanyInc TriverusLLC TrombiaTechnologies TYMCO,Inc.Possible PointsConformancetoRFPRequirements5043 39 35 41 40 38 Pricing400320 321 323 254 312 297 FinancialViabilityandMarketplaceSuccess7564 55 58 54 58 55 AbilitytoSellandDeliverService10083 61 75 60 69 70 MarketingPlan5041 35 38 36 41 34 ValueAddedAttributes7559 56 49 62 62 63 Warranty5044 38 38 40 41 40 DepthandBreadthofOfferedEquipment,Products,orServices200139 161 113 126 138 161 Total Points 1,000 793 766 729 673 761 758Rank Order91215191314Kim Austin, MBA, CPPB, Procurement Lead Analyst Bill Davison, CPPO, NIGP-CPP, Procurement Analyst Brandon Town, CPSM, CPSD, Procurement Analyst Michael Muñoz, CPPB, Procurement AnalystProposal EvaluationStreet Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies RFP #093021 COMMENT AND REVIEW to the REQUEST FOR PROPOSAL (RFP) #093021 Entitled Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies The following advertisement was placed August 12, 2021 in USA Today, in South Carolina’s The State, in The Oklahoman and on the Sourcewell website www.sourcewell-mn.gov, Sourcewell Procurement Portal https://proportal.sourcewell-mn.gov, Biddingo, Merx, The New York State Contract Reporter www.nyscr.ny.gov, PublicPurchase.com, and August 13, 2021 in Oregon’s Daily Journal of Commerce: Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than September 30, 2021, at 4:30 p.m. Central Time, and late proposals will not be considered. The solicitation process was conducted through the Sourcewell Procurement Portal. The following parties expressed interest in the solicitation by registering for this opportunity within the portal: AAA EQUIPMENT Hughes Ventures, Inc. ASH North America, Inc., dba Aebi Schmidt North America, dba M-B Companies, Inc. Kellar Equipment Aries Industries, Inc. MacLean Engineering & Marketing Co., Limited BOMAG America, LLC Makita USA Bonnell Industries, Inc. Manufacturers Solutions Team BOSCHUNG AMERICA, LLC Miner, Ltd. Broadway Ford Truck Sales, Inc. Nescon, LLC Bucher Municipal North America Nilfisk, Inc. CORMIERS ENTERPRISE ODRA, LLC (Challenger Manufacturing, Ltd.) Curbtender, Inc. PAPE MACHINERY Cyclone Technology, LLC Regina Construction Association DocuSign Envelope ID: AA52EE20-2204-46B8-BF09-6AFA4E5BAD4F Sourcewell Page 2 of 5 DuCo, LLC (Schwarze Industries, Inc.) ROOTS MULTICLEAN INC. VICTORY SWEEPERS DIVISION Duffrin Overhead Door and Solu RSS Equipment, Ltd. DULEVO AMERICAS Stepp Manufacturing Company, Inc. Eastern Farm Machinery, Ltd. TITAN MACHINERY, INC. Elgin Sweeper Company (Division of Federal Signal Corp.) Toromont Material Handling, a division of Toromont Industries, Ltd. Exprolink Inc. Triverus, LLC FAYAT Environmental Solutions Americas (RAVO Holding BV) Trombia Technologies FST Canada, Inc. TYMCO, Inc. Garsite Progress, LLC United Rotary Brush Corporation Global Environmental Products, Inc. UtiliTough, Inc. Gradall Industries, Inc. Westvac Industrial, Ltd. Holms, Inc. All Proposals remained sealed within the Sourcewell Procurement Portal until the scheduled due date and time. Proposals were electronically opened, and the list of all Proposers was made publicly available on the Sourcewell Procurement Portal, on September 30, 2021, at 4:36:08 pm CT. Proposals were received from the following: ASH North America, Inc., dba Aebi Schmidt North America, dba M-B Companies, Inc. Aries Industries, Inc. Bonnell Industries, Inc. Bucher Municipal North America Curbtender, Inc. Cyclone Technology, LLC DuCo, LLC (Schwarze Industries, Inc.) Elgin Sweeper Company (Division of Federal Signal Corp.) Exprolink Inc. Global Environmental Products, Inc. Gradall Industries, Inc. Holms, Inc. Hughes Ventures, Inc. Nescon, LLC Nilfisk, Inc. ODRA, LLC (Challenger Manufacturing, Ltd.) RAVO Holding BV, dba FAYAT Environmental Solutions Americas ROOTS MULTICLEAN INC. VICTORY SWEEPERS DIVISION Stepp Manufacturing Company, Inc. Triverus, LLC Trombia Technologies TYMCO, Inc. Proposals were reviewed by the Proposal Evaluation Committee: Kim Austin, MBA, CPPB, Procurement Lead Analyst DocuSign Envelope ID: AA52EE20-2204-46B8-BF09-6AFA4E5BAD4F Sourcewell Page 3 of 5 Michael Muñoz, CPPB, Procurement Analyst Brandon Town, CPSM, CPSD, Procurement Analyst Bill Davison, CPPO, NIGP-CPP, Procurement Analyst The findings of the Proposal Evaluation Committee are summarized as follows: The Proposal Evaluation Committee applied the Sourcewell RFP evaluation criteria and determined that the products and services offered in the proposal response from Aries Industries, Inc., fell outside of the Requested Equipment, Products, or Services of the RFP. All other proposals were found to meet the scope and mandatory submittal requirements and were evaluated. ASH North America, Inc., dba Aebi Schmidt North America, provides chassis-mounted vacuum sweepers, airport sweepers, and electric compact sweepers. Their all-electric sweeper allows for a carbon neutral unit, with a battery life of at least 5000 charging cycles. Aebi Schmidt has a sales team that can serve the US and Canada with a growing dealer network. They are offering a competitive discount off list price and quantity discounts apply for Sourcewell participating entities. Bucher Municipal North America manufactures five models of chassis-mounted vacuum, regenerative air, and mechanical sweepers. They are also offering two models of compact and mid-compact vacuum sweepers. Bucher Municipal has regional sales managers and independently owned dealers located throughout the US and Canada to assist Sourcewell participating entities. They propose a solid discount off list price and access to financing options. Curbtender, Inc., is a manufacturer of chassis-mounted regenerative air, vacuum, and mechanical sweepers. They have regional sales managers and independent sales and service partners throughout US and Canada. Curbtender provides Sourcewell participating entities with an additional one-year, or 2,080 hours, warranty at no charge. They are offering competitive discounts off their standard pricing with available quantity discounts. Curbtender also has options available for financing and leasing of sweeper products. Elgin Sweeper Company produces purpose-built mechanical, chassis-mounted mechanical, regenerative air, and vacuum sweepers. They offer models that utilize alternative fuels such as hybrid electric and compressed natural gas (CNG). Elgin has regional sales managers and a dealer network throughout North America. They are offering discounted pricing off list to Sourcewell participating entities. Exprolink Inc., is the manufacturer of Madvac compact sweepers and litter vacuum vehicles. They offer traditional gas engines, diesel, and electric options for their sweeper models. Exprolink’s sales and dealer network is located throughout the US and Canada. Their pricing reflects a significant discount from MSRP to Sourcewell participating entities with quantity discounts available on orders greater than 5 sweepers. Global Environmental Products, Inc., manufactures compact, mechanical, regenerative air and vacuum sweepers. Hydrogen fuel cell models and a full electric vehicle (EV) Class 7 sweeper offer reduced fuel consumption and a reduction in carbon footprint and Greenhouse Gas Emissions. Global Environmental Products plans to serve Sourcewell’s participating entitles across the US and Canada through a vast dealer network. Global proposes strong pricing discounts on their products off their standard list price. RAVO Holding BV, dba FAYAT Environmental Solutions Americas, is offering their line of street, sidewalk and park lot sweepers including a fully electrically street sweeper option. They have implemented green initiatives including having factories and facilities that are 100% powered by green electricity from wind power. The FAYAT DocuSign Envelope ID: AA52EE20-2204-46B8-BF09-6AFA4E5BAD4F Sourcewell Page 4 of 5 Environmental dealer network covers all of Canada and the majority of the US. Dealers offer sales and service with a documented commitment to providing a high level of customer service. They are offing competitive discounts on pricing. Schwarze Industries, Inc., is a manufacturer of regenerative air sweepers, vacuum sweepers, mechanical sweepers, parking lot sweepers, and high-speed runway sweepers. Products, training, and service are made available to Sourcewell participating entities across the US and Canada though a robust dealer network with available road service within the contiguous US, Hawaii, and Alaska. All products proposed by Schwarze are being provided at significantly discounted rates. For these reasons, the Sourcewell Proposal Evaluation Committee recommends award of Sourcewell Contract #093021 to: ASH North America, Inc., dba Aebi Schmidt North America dba M-B Companies, Inc. #093021-AEB Bucher Municipal North America #093021-BUC Curbtender, Inc. #093021-CRB Elgin Sweeper Company (Division of Federal Signal Corp.) #093021-ELG Exprolink Inc. #093021-EXP Global Environmental Products, Inc. #093021-GEP RAVO Holding BV, dba FAYAT Environmental Solutions Americas #093021-FAY Schwarze Industries, Inc. #093021-SWZ The preceding recommendations were approved on November 15, 2021. __________________________________________ Kim Austin, MBA, CPPB, Procurement Lead Analyst __________________________________________ Michael Muñoz, CPPB, Procurement Analyst __________________________________________ Brandon Town, CPSM, CPSD, Procurement Analyst DocuSign Envelope ID: AA52EE20-2204-46B8-BF09-6AFA4E5BAD4F Sourcewell Page 5 of 5 ___________________________________________ Bill Davison, CPPO, NIGP-CPP, Procurement Analyst STATEMENT OF COMPLIANCE As Chief Procurement Officer for Sourcewell, I have reviewed the recommendation of the Evaluation Committee and the accompanying support materials documenting the process followed for RFP #093021 for Street Sweepers and Specialty Sweepers, with Related Equipment, Accessories, and Supplies. The committee accepted, deemed responsive, evaluated, and recommended proposals for award. Under authority granted to the Chief Procurement Officer in Sourcewell’s bylaws, the recommendations set forth above are approved. I hereby certify: 1. Sourcewell is a government agency, created and authorized by Minnesota law to provide cooperative procurement contracts. 2. The procurement process and resulting contracts have been awarded in compliance with the laws of the State of Minnesota (Minnesota Statutes Chapter 471 and Minnesota Statutes Section 123A.21), and in conformity to Sourcewell’s Procurement Policy. Jeremy Schwartz, CSSBB, CPPO Chief Procurement Officer DocuSign Envelope ID: AA52EE20-2204-46B8-BF09-6AFA4E5BAD4F SOURCEWELL STATE OF MINNESOTA Member______________ moved the adoption of the following Resolution: RESOLUTION TO APPROVE SOLICITATION AND/OR RE-SOLICITATION OF CATEGORIES Resolution No. 2021-16 WHEREAS, Sourcewell desires to issue a solicitation, and is seeking permission from the Board to issue a solicitation, for the categories listed on Appendix A, which is attached and incorporated. WHEREAS, through the Sourcewell Procurement Policy, the Board designated the Chief Procurement Officer to administer Sourcewell’s cooperative purchasing and contracting program; and WHEREAS, the Chief Procurement Officer recommends approval of categories detailed above. NOW THEREFORE BE IT RESOLVED that the Board of Directors hereby approves the solicitation of categories. The motion for the adoption of the foregoing resolution was duly seconded by Member ______________ and the following voted in favor: (list names here) and the following voted against: (list names here or “NONE”) whereupon said resolution was declared duly passed and adopted. ATTEST: _________________________________ Clerk to the Board of Directors APPENDIXA SOURCEWELLPROCUREMENTDEPARTMENT BOARDITEMSͲJuly2021 NEWCONTRACTS SupplierName ContractNumber SolicitationTitle Ecopest,Inc. 042821ͲECO "PestManagementServiceswithRelatedProducts" Orkin,LLC 042821ͲORK "PestManagementServiceswithRelatedProducts" IcomAmerica,Inc. 042021ͲICM "PublicSafetyCommunicationsTechnologyandHardwareSolutions" IPAccessInternational042021ͲIAC "PublicSafetyCommunicationsTechnologyandHardwareSolutions" L3HarrisTechnologies,Inc. 042021ͲL3H "PublicSafetyCommunicationsTechnologyandHardwareSolutions" MotorolaSolutions,Inc. 042021ͲMOT "PublicSafetyCommunicationsTechnologyandHardwareSolutions" PURVISSystems,Incorporated 042021ͲPUR "PublicSafetyCommunicationsTechnologyandHardwareSolutions" RadioMobile,Inc. 042021ͲRDO "PublicSafetyCommunicationsTechnologyandHardwareSolutions" Westnet,Inc. 042021ͲWNT "PublicSafetyCommunicationsTechnologyandHardwareSolutions" Zetron,Inc. 042021ͲZET "PublicSafetyCommunicationsTechnologyandHardwareSolutions" CONTRACTEXTENSIONS SupplierName ContractNumber SolicitationTitle HiͲLiteAirfieldServices,LLC062817ͲHLA "AirportConsumableProductswithRelatedSuppliesandServices" NEWezIQCCONTRACTS CompanyName ContractNumber StateͲRegionͲTypeofWork Step1Enterprises,LLC MDͲR1ͲGC01Ͳ052621ͲS1E StateofMarylandͲRegion1ͲGeneralConstruction F.H.Paschen MDͲR1ͲGC02Ͳ052621ͲFHP StateofMarylandͲRegion1ͲGeneralConstruction CentennialContractorsEnterprises MDͲR1ͲGC03Ͳ052621ͲCCE StateofMarylandͲRegion1ͲGeneralConstruction JohnsonͲLauxConstruction MDͲR1ͲGC04Ͳ052621ͲJLC StateofMarylandͲRegion1ͲGeneralConstruction BethelElectricConstructionCompanyof Maryland,LLC MDͲR1ͲE01Ͳ052621ͲBEC StateofMarylandͲRegion1ͲElectricalConstruction SkylineRoofing,Inc.MDͲR1ͲRW01Ͳ052621ͲSKY StateofMarylandͲRegion1ͲRoofing/WaterproofingConstruction VigilContracting,Inc.MDͲR2ͲGC01Ͳ052621ͲVGL StateofMarylandͲRegion2ͲGeneralConstruction KellerBrothers,Inc.MDͲR2ͲGC02Ͳ052621ͲKBI StateofMarylandͲRegion2ͲGeneralConstruction SͲWorksConstructionCorporationMDͲR2ͲGC03Ͳ052621ͲSWC StateofMarylandͲRegion2ͲGeneralConstruction TheMatthewsGroup,Inc.MDͲR2ͲGC04Ͳ052621ͲTMG StateofMarylandͲRegion2ͲGeneralConstruction VigilContracting,Inc.MDͲR2ͲHVAC01Ͳ052621ͲVGL StateofMarylandͲRegion2ͲHVAC/MechanicalConstruction AdrianL.Merton,Inc.MDͲR2ͲHVAC02Ͳ052621ͲALM StateofMarylandͲRegion2ͲHVAC/MechanicalConstruction BethelElectricConstructionCompanyof Maryland,LLC MDͲR2ͲE01Ͳ052621ͲBEC StateofMarylandͲRegion2ͲElectricalConstruction VigilContracting,Inc.MDͲR2ͲE02Ͳ052621ͲVGL StateofMarylandͲRegion2ͲElectricalConstruction SkylineRoofing,Inc.MDͲR2ͲRW01Ͳ052621ͲSKY StateofMarylandͲRegion2ͲRoofing/WaterproofingConstruction NicholsContracting,Inc.MDͲR3ͲGC01Ͳ052621ͲNIC StateofMarylandͲRegion3ͲGeneralConstruction CentennialContractorsEnterprises MDͲR3ͲGC02Ͳ052621ͲCCE StateofMarylandͲRegion3ͲGeneralConstruction Paige Industrial Services, Inc,MDͲR3ͲGC03Ͳ052621ͲPAI StateofMarylandͲRegion3ͲGeneralConstruction VigilContracting,Inc.MDͲR3ͲGC04Ͳ052621ͲVGL StateofMarylandͲRegion3ͲGeneralConstruction VigilContracting,Inc.MDͲR3ͲHVAC01Ͳ052621ͲVGL StateofMarylandͲRegion3ͲHVAC/MechanicalConstruction AdrianL.Merton,Inc.MDͲR3ͲHVAC02Ͳ052621ͲALM StateofMarylandͲRegion3ͲHVAC/MechanicalConstruction BethelElectricConstructionCompanyof Maryland,LLC MDͲR3ͲE01Ͳ052621ͲBEC StateofMarylandͲRegion3ͲElectricalConstruction PaigeIndustrialServices,Inc.MDͲR3ͲE02Ͳ052621ͲPAI StateofMarylandͲRegion3ͲElectricalConstruction SkylineRoofing,Inc.MDͲR3ͲRW01Ͳ052621ͲSKY StateofMarylandͲRegion3ͲRoofing/WaterproofingConstruction PaigeIndustrialServices,Inc.MDͲR3ͲRW02Ͳ052621ͲPAI StateofMarylandͲRegion3ͲRoofing/WaterproofingConstruction PaigeIndustrialServices,Inc.MDͲR3ͲPAC01Ͳ052621ͲPAI StateofMarylandͲRegion3ͲPaving/Concrete/AsphaltConstruction VigilContracting,Inc.MDͲR4ͲGC01Ͳ052621ͲVGL StateofMarylandͲRegion4ͲGeneralConstructionCONSENTAGENDAITEMSStreetSweeperswithRelatedAccessories TeleͲTherapyServices RequestingBoardpermissiontoReͲSolicitthefollowingcategories: RequestingBoardpermissiontoSolicitthefollowingcategories: SewerVacuumandHydroͲExcavationTruckswithRelatedAccessories APPENDIXAContinued CentennialContractorsEnterprises MDͲR4ͲGC02Ͳ052621ͲCCE StateofMarylandͲRegion4ͲGeneralConstruction KellerBrothers,Inc.MDͲR4ͲGC03Ͳ052621ͲKBI StateofMarylandͲRegion4ͲGeneralConstruction SͲWorksConstructionCorporationMDͲR4ͲGC04Ͳ052621ͲSWC StateofMarylandͲRegion4ͲGeneralConstruction VigilContracting,Inc.MDͲR4ͲHVAC01Ͳ052621ͲVGL StateofMarylandͲRegion4ͲHVAC/MechanicalConstruction AdrianL.Merton,Inc.MDͲR4ͲHVAC02Ͳ052621ͲALM StateofMarylandͲRegion4ͲHVAC/MechanicalConstruction BethelElectricConstructionCompanyof Maryland,LLC MDͲR4ͲE01Ͳ052621ͲBEC StateofMarylandͲRegion4ͲElectricalConstruction VigilContracting,Inc.MDͲR4ͲE02Ͳ052621ͲVGL StateofMarylandͲRegion4ͲElectricalConstruction NicholsContracting,Inc.MDͲR5ͲGC01Ͳ052621ͲNIC StateofMarylandͲRegion5ͲGeneralConstruction VigilContracting,Inc.MDͲR5ͲGC02Ͳ052621ͲVGL StateofMarylandͲRegion5ͲGeneralConstruction PaigeIndustrialServices,Inc,MDͲR5ͲGC03Ͳ052621ͲPAI StateofMarylandͲRegion5ͲGeneralConstruction CentennialContractorsEnterprises MDͲR5ͲGC04Ͳ052621ͲCCE StateofMarylandͲRegion5ͲGeneralConstruction VigilContracting,Inc.MDͲR5ͲHVAC01Ͳ052621ͲVGL StateofMarylandͲRegion5ͲHVAC/MechanicalConstruction AdrianL.Merton,Inc.MDͲR5ͲHVAC02Ͳ052621ͲALM StateofMarylandͲRegion5ͲHVAC/MechanicalConstruction BethelElectricConstructionCompanyof Maryland,LLC MDͲR5ͲE01Ͳ052621ͲBEC StateofMarylandͲRegion5ͲElectricalConstruction VigilContracting,Inc.MDͲR5ͲE02Ͳ052621ͲVGL StateofMarylandͲRegion5ͲElectricalConstruction SkylineRoofing,Inc.MDͲR5ͲRW01Ͳ052621ͲSKY StateofMarylandͲRegion5ͲRoofing/WaterproofingConstruction PaigeIndustrialServices,Inc.MDͲR5ͲRW02Ͳ052621ͲPAI StateofMarylandͲRegion5ͲRoofing/WaterproofingConstruction PaigeIndustrialServices,Inc.MDͲR5ͲPAC02Ͳ052621ͲPAI StateofMarylandͲRegion5ͲPaving/Concrete/AsphaltConstruction VigilContracting,Inc.MDͲR6ͲGC01Ͳ052621ͲVGL StateofMarylandͲRegion6ͲGeneralConstruction KellerBrothers,Inc.MDͲR6ͲGC02Ͳ052621ͲKBI StateofMarylandͲRegion6ͲGeneralConstruction PaigeIndustrialServices,Inc.MDͲR6ͲGC03Ͳ052621ͲPAI StateofMarylandͲRegion6ͲGeneralConstruction CentennialContractorsEnterprises MDͲR6ͲGC04Ͳ052621ͲCCE StateofMarylandͲRegion6ͲGeneralConstruction VigilContracting,Inc.MDͲR6ͲHVAC01Ͳ052621ͲVGL StateofMarylandͲRegion6ͲHVAC/MechanicalConstruction PaigeIndustrialServices,Inc.MDͲR6ͲHVAC02Ͳ052621ͲPAI StateofMarylandͲRegion6ͲHVAC/MechanicalConstruction BethelElectricConstructionCompanyof Maryland,LLC MDͲR6ͲE01Ͳ052621ͲBEC StateofMarylandͲRegion6ͲElectricalConstruction VigilContracting,Inc.MDͲR6ͲE02Ͳ052621ͲVGL StateofMarylandͲRegion6ͲElectricalConstruction PaigeIndustrialServices,Inc.MDͲR6ͲRW02Ͳ052621ͲPAI StateofMarylandͲRegion6ͲRoofing/WaterproofingConstruction PaigeIndustrialServices,Inc.MDͲR6ͲPAC02Ͳ052621ͲPAI StateofMarylandͲRegion6ͲPaving/Concrete/AsphaltConstruction ezIQCRENEWALS CompanyName ContractNumber I.B.Abel,Inc. MDͲWMAͲE01Ͳ042419ͲIBA FHPTectonicsCorp. MDͲWMAͲGC01Ͳ042419ͲFTC HiteRoofing MDͲWMAͲR02Ͳ042419ͲHAS TheMatthewsGroup MDͲWMAͲGC02Ͳ042419ͲTMG CarlBelt,Inc. MDͲWMAͲGC03Ͳ042419ͲCBI S&SElectricCo MDͲWMAͲE02Ͳ042419ͲSSE F.H.Paschen,S.N.Nielsen&Associates,LLC MIͲDETͲGCͲBͲ050118ͲFHP MarshallContractingServices MIͲLANͲCͲAͲ050118ͲMCS MarshallContractingServices MIͲLANͲWSUIͲAͲ050118ͲMCS AlliedBuildingServiceCompanyofDetroit,Inc. MIͲLANͲEͲAͲ050118ͲABS F.H.Paschen,S.N.Nielsen&Associates,LLC MIͲGRPͲGCͲBͲ050118ͲFHP AlliedBuildingServiceCompanyofDetroit,Inc. MIͲLANͲGCͲCͲ050118ͲABS AlliedBuildingServiceCompanyofDetroit,Inc. MIͲDETͲHVACͲAͲ050118ͲABS AlliedBuildingServiceCompanyofDetroit,Inc. MIͲDETͲGCͲCͲ050118ͲABS AlliedBuildingServiceCompanyofDetroit,Inc. MIͲDETͲEͲAͲ050118ͲABS MarshallContractingServices MIͲDETͲGCͲAͲ050118ͲMCS AlliedBuildingServiceCompanyofDetroit,Inc. MIͲLANͲHVACͲAͲ050118ͲABS MarshallContractingServices MIͲDETͲWSUIͲAͲ050118ͲMCS MarshallContractingServices MIͲDETͲDEMͲAͲ050118ͲMCS BloomRoofingSystems,Inc. MIͲLANͲRͲAͲ050118ͲBRS MarshallContractingServices MIͲDETͲCͲAͲ050118ͲMCS F.H.Paschen,S.N.Nielsen&Associates,LLC MIͲLANͲGCͲAͲ050118ͲFHP AlliedBuildingServiceCompanyofDetroit,Inc. MIͲGRPͲGCͲCͲ050118ͲABS BloomRoofingSystems,Inc. MIͲGRPͲRͲAͲ050118ͲBRS MarshallContractingServices MIͲLANͲGCͲBͲ050118ͲMCS APPENDIXAContinued AlliedBuildingServiceCompanyofDetroit,Inc. MIͲGRPͲEͲAͲ050118ͲABS AlliedBuildingServiceCompanyofDetroit,Inc. MIͲGRPͲHVACͲAͲ050118ͲABS BloomRoofingSystems,Inc. MIͲDETͲRͲAͲ050118ͲBRS PELConstructionLLC MIͲGRPͲGCͲAͲ050118ͲPGC WesfieldConstructionCo.Inc. NHͲGMVRͲGCͲAͲ061218ͲWCC Jordy&Company COͲGC02Ͳ050219ͲJOR Happel&Associates,Inc. COͲGC01Ͳ050219ͲHAI TritonServices,Inc. KYͲNCͲHVAC01Ͳ062420ͲTRS TheLuskGroup KYͲNCͲGC05Ͳ062420ͲLMC TheLuskGroup KYͲEͲGC03Ͳ062420ͲLMC TritonServices,Inc. KYͲNCͲGC01Ͳ062420ͲTRS F.H.Paschen,S.N.Nielsen&Associates,LLC KYͲNCͲGC04Ͳ062420ͲFHP F.H.Paschen,S.N.Nielsen&Associates,LLC KYͲWͲGC02Ͳ062420ͲFHP F.H.Paschen,S.N.Nielsen&Associates,LLC KYͲEͲGC02Ͳ062420ͲFHP TectaAmericaCorp KYͲNCͲRW02Ͳ062420ͲTEA TectaAmericaCorp KYͲEͲRW02Ͳ062420ͲTEA TheLuskGroup KYͲNCͲRW01Ͳ062420ͲLMC TheLuskGroup KYͲWͲGC03Ͳ062420ͲLMC TheLuskGroup KYͲEͲHVAC01Ͳ062420ͲLMC TheLuskGroup KYͲEͲE02Ͳ062420ͲLMC PlaceServices,Inc. KYͲWͲE01Ͳ062420ͲPLS PlaceServices,Inc. KYͲWͲGC01Ͳ062420ͲPLS PlaceServices,Inc. KYͲEͲE01Ͳ062420ͲPLS TheLuskGroup KYͲWͲHVAC01Ͳ062420ͲLMC TheLuskGroup KYͲNCͲE02Ͳ062420ͲLMC TheLuskGroup KYͲWͲRW01Ͳ062420ͲLMC CalhounConstructionServices KYͲNCͲGC02Ͳ062420ͲCAC TheLuskGroup KYͲWͲE02Ͳ062420ͲLMC TectaAmericaCorp KYͲWͲRW02Ͳ062420ͲTEA PlaceServices,Inc. KYͲNCͲGC03Ͳ062420ͲPLS PlaceServices,Inc. KYͲNCͲE01Ͳ062420ͲPLS PlaceServices,Inc. KYͲEͲGC01Ͳ062420ͲPLS TheLuskGroup KYͲEͲRW01Ͳ062420ͲLMC TheLuskGroup KYͲNCͲHVAC02Ͳ062420ͲLMC ACCOEngineeredSystems,Inc. CAͲRENͲCIRͲM01Ͳ062718ͲAES EnterpriseElectricDatacom CAͲCRͲE01Ͳ062718ͲEED ExpressEnergyServices,Inc. CARENͲSIRͲGL01Ͳ062718ͲEES ACCOEngineeredSystems,Inc. CAͲRENͲSIRͲM01Ͳ062718ͲAES HorizonsConstructionCo.Int'l,Inc CAͲCRͲGB01Ͳ062718ͲHCC VincorConstruction,Inc. CAͲCRͲGB02Ͳ062718ͲVCI ACCOEngineeredSystems,Inc. CAͲCRͲM01Ͳ062718ͲAES ExpressEnergyServices,Inc. CARENͲSCRͲGL01Ͳ062718ͲEES ACCOEngineeredSystems,Inc. CAͲRENͲSCRͲM01Ͳ062718ͲAES Brown&Root MO01AͲ071117ͲBRI VazquezCommercialContracting,LLC MO01BͲ071117ͲVCC TheWilsonGroup MO01CͲ071117ͲTWG ReasbeckConstruction,Inc. MO02AͲ071117ͲRCI Brown&Root MO02BͲ071117ͲBRI TheWilsonGroup MO02CͲ071117ͲTWG Brown&Root MO03BͲ071117ͲBRI VazquezCommercialContracting,LLC MO03CͲ071117ͲVCC ezIQCCONTRACTEXTENSIONS CompanyName ContractNumber SOURCEWELL STATE OF MINNESOTA Member ____________ moved the adoption of the following Resolution: RESOLUTION TO RATIFY COOPERATIVE CONTRACTING AWARDS 12/21/2021 Resolution No. 2021-29 WHEREAS, the Sourcewell Board of Directors previously authorized the solicitations for the cooperative categories listed on Appendix A, which is attached and incorporated; and WHEREAS, Sourcewell issued the cooperative contracting solicitations for the authorized categories; and WHEREAS, through the Sourcewell Procurement Policy, the Board designated the Chief Procurement Officer to administer Sourcewell’s cooperative purchasing and contracting program and to award all competitively solicited contracts, without limitation; and WHEREAS, the Chief Procurement Officer made the awards listed based on the results of the competitive solicitation process; and WHEREAS, the Board acknowledges that the awards made by the Chief Procurement Officer are valid and binding; however, based upon some members’ legal requirements the Chief Procurement Official is required to seek subsequent Board ratification of all cooperative purchasing awards. NOW THEREFORE BE IT RESOLVED by the Board of Directors ratifies the cooperative contracting awards made by the Chief Procurement Officer listed on Appendix A. The motion for the adoption of the foregoing resolution was duly seconded by Member______________ and the following voted in favor: (list names here) and the following voted against: (list names here or “NONE”) whereupon said resolution was declared duly passed and adopted. ATTEST: _________________________________ Clerk to the Board of Directors APPENDIXA SOURCEWELLPROCUREMENTDEPARTMENT BOARDITEMSͲDecember2021 NEWCONTRACTS SupplierName ContractNumber SolicitationTitle ASHNorthAmerica,Inc.093021ͲAEB "StreetSweepersandSpecialtySweepers,withRelatedEquipment, AccessoriesandSupplies" BucherMunicipalNorthAmerica 093021ͲBUC "StreetSweepersandSpecialtySweepers,withRelatedEquipment, AccessoriesandSupplies" Curbtender,Inc.093021ͲCRB "StreetSweepersandSpecialtySweepers,withRelatedEquipment, AccessoriesandSupplies" ElginSweeperCompany 093021ͲELG "StreetSweepersandSpecialtySweepers,withRelatedEquipment, AccessoriesandSupplies" Exprolink,Inc.093021ͲEXP "StreetSweepersandSpecialtySweepers,withRelatedEquipment, AccessoriesandSupplies" FAYATEnvironmentalSolutionsAmericas 093021ͲFAY "StreetSweepersandSpecialtySweepers,withRelatedEquipment, AccessoriesandSupplies" GlobalEnvironmentalProducts,Inc.093021ͲGEP "StreetSweepersandSpecialtySweepers,withRelatedEquipment, AccessoriesandSupplies" SchwarzeIndustries,Inc.093021ͲSWZ "StreetSweepersandSpecialtySweepers,withRelatedEquipment, AccessoriesandSupplies" GapVax,Inc. 101221ͲGPV "SewerVacuum,HydroͲExcavation,andMunicipalPumpingEquipment withRelatedAccessoriesandSupplies" GradallIndustries,Inc. 101221ͲGRD "SewerVacuum,HydroͲExcavation,andMunicipalPumpingEquipment withRelatedAccessoriesandSupplies" HollandPumpCompany 101221ͲHLD "SewerVacuum,HydroͲExcavation,andMunicipalPumpingEquipment withRelatedAccessoriesandSupplies" RingͲOͲMatic,Inc. 101221ͲRGO "SewerVacuum,HydroͲExcavation,andMunicipalPumpingEquipment withRelatedAccessoriesandSupplies" SewerEquipmentCompanyofAmerica 101221ͲSCA "SewerVacuum,HydroͲExcavation,andMunicipalPumpingEquipment withRelatedAccessoriesandSupplies" SuperProducts,LLC101221ͲSPL "SewerVacuum,HydroͲExcavation,andMunicipalPumpingEquipment withRelatedAccessoriesandSupplies" ThompsonPumpandManufacturingCompany 101221ͲTPM "SewerVacuum,HydroͲExcavation,andMunicipalPumpingEquipment withRelatedAccessoriesandSupplies" VacͲCon,Inc. 101221ͲVAC "SewerVacuum,HydroͲExcavation,andMunicipalPumpingEquipment withRelatedAccessoriesandSupplies" VactorManufacturing 101221ͲVTR "SewerVacuum,HydroͲExcavation,andMunicipalPumpingEquipment withRelatedAccessoriesandSupplies" CONTRACTEXTENSIONS SupplierName ContractNumber SolicitationTitle NEWezIQCCONTRACTS CompanyName ContractNumber StateͲRegionͲTypeofWork JeweloftheSouth,Inc.FLͲR1ͲGC01Ͳ111821ͲJOS Region1ͲNorthwestFloridaͲGeneralConstruction F.H.Paschen FLͲR1ͲGC02Ͳ111821ͲFHP Region1ͲNorthwestFloridaͲGeneralConstruction PlaceServices,Inc.FLͲR1ͲGC03Ͳ111821ͲPLA Region1ͲNorthwestFloridaͲGeneralConstruction JOCConstruction,LLC FLͲR1ͲGC04Ͳ111821ͲLRI Region1ͲNorthwestFloridaͲGeneralConstruction NicholsContracting,Inc.FLͲR1ͲGC05Ͳ111821ͲNIC Region1ͲNorthwestFloridaͲGeneralConstruction JohnsonͲLauxConstruction FLͲR1ͲGC06Ͳ111821ͲJLC Region1ͲNorthwestFloridaͲGeneralConstruction AdvancedRoofing,Inc.FLͲR1ͲGC07Ͳ111821ͲADR Region1ͲNorthwestFloridaͲGeneralConstructionCONSENTAGENDAITEMSArtificialTurf,TrackswithInstallation,andRelatedEquipment,Materials,andSupplies RequestingBoardpermissiontoReͲSolicitthefollowingcategories: RequestingBoardpermissiontoSolicitthefollowingcategories: AthleticSurfaceswithInstallation,andRelatedEquipment,Materials,andServices APPENDIXAContinued RAMConstruction&Development,LLC FLͲR1ͲGC08Ͳ111821ͲRAM Region1ͲNorthwestFloridaͲGeneralConstruction MillersPlumbing&Mechanical,Inc.FLͲR1ͲHVAC01Ͳ111821ͲMPM Region1ͲNorthwestFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR1ͲHVAC02Ͳ111821ͲADR Region1ͲNorthwestFloridaͲHVAC/Mechanical MechanicalServicesofCentralFlorida,Inc.FLͲR1ͲHVAC03Ͳ111821ͲMSF Region1ͲNorthwestFloridaͲHVAC/Mechanical NicholsContracting,Inc.FLͲR1ͲE01Ͳ111821ͲNIC Region1ͲNorthwestFloridaͲElectrical AdvancedRoofing,Inc.FLͲR1ͲE02Ͳ111821ͲADR Region1ͲNorthwestFloridaͲElectrical AdvancedRoofing,Inc.FLͲR1ͲRW01Ͳ111821ͲADR Region1ͲNorthwestFloridaͲRoofing/Waterproofing AstraConstructionServices,LLC FLͲR1ͲPAC01Ͳ111821ͲACS Region1ͲNorthwestFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR1ͲPAC02Ͳ111821ͲDMS Region1ͲNorthwestFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR1ͲCC01Ͳ111821ͲDMS Region1ͲNorthwestFloridaͲCivilConstruction AstraConstructionServices,LLC FLͲR1ͲCC02Ͳ111821ͲACS Region1ͲNorthwestFloridaͲCivilConstruction AmiciEngineeringContractors FLͲR1ͲCC03Ͳ111821ͲAME Region1ͲNorthwestFloridaͲCivilConstruction JeweloftheSouth,Inc.FLͲR2ͲGC01Ͳ111821ͲJOS Region2ͲNorthCentralWestFloridaͲGeneralConstruction F.H.Paschen FLͲR2ͲGC02Ͳ111821ͲFHP Region2ͲNorthCentralWestFloridaͲGeneralConstruction PlaceServices,Inc.FLͲR2ͲGC03Ͳ111821ͲPLA Region2ͲNorthCentralWestFloridaͲGeneralConstruction JOCConstruction,LLC FLͲR2ͲGC04Ͳ111821ͲLRI Region2ͲNorthCentralWestFloridaͲGeneralConstruction AdvancedRoofing,Inc.FLͲR2ͲGC05Ͳ111821ͲADR Region2ͲNorthCentralWestFloridaͲGeneralConstruction JohnsonͲLauxConstruction FLͲR2ͲGC06Ͳ111821ͲJLC Region2ͲNorthCentralWestFloridaͲGeneralConstruction RAMConstruction&Development,LLC FLͲR2ͲGC07Ͳ111821ͲRAM Region2ͲNorthCentralWestFloridaͲGeneralConstruction HCRConstruction,Inc.FLͲR2ͲGC08Ͳ111821ͲHCR Region2ͲNorthCentralWestFloridaͲGeneralConstruction MillersPlumbing&Mechanical,Inc.FLͲR2ͲHVAC01Ͳ111821ͲMPM Region2ͲNorthCentralWestFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR2ͲHVAC02Ͳ111821ͲADR Region2ͲNorthCentralWestFloridaͲHVAC/Mechanical MechanicalServicesofCentralFlorida,Inc.FLͲR2ͲHVAC03Ͳ111821ͲMSF Region2ͲNorthCentralWestFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR2ͲE01Ͳ111821ͲADR Region2ͲNorthCentralWestFloridaͲElectrical IntegratedFire&SecuritySolutions,Inc.FLͲR2ͲE02Ͳ111821ͲIFS Region2ͲNorthCentralWestFloridaͲElectrical AdvancedRoofing,Inc.FLͲR2ͲRW01Ͳ111821ͲADR Region2ͲNorthCentralWestFloridaͲRoofing/Waterproofing AmiciEngineeringContractors FLͲR2ͲPAC03Ͳ111821ͲAME Region2ͲNorthCentralWestFloridaͲPaving/Asphalt/Concrete AstraConstructionServices,LLC FLͲR2ͲPAC02Ͳ111821ͲACS Region2ͲNorthCentralWestFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR2ͲPAC03Ͳ111821ͲDMS Region2ͲNorthCentralWestFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR2ͲCC01Ͳ111821ͲDMS Region2ͲNorthCentralWestFloridaͲCivilConstruction AstraConstructionServices,LLC FLͲR2ͲCC02Ͳ111821ͲACS Region2ͲNorthCentralWestFloridaͲCivilConstruction AmiciEngineeringContractors FLͲR2ͲCC03Ͳ111821ͲAME Region2ͲNorthCentralWestFloridaͲCivilConstruction JeweloftheSouth,Inc.FLͲR3ͲGC01Ͳ111821ͲJOS Region3ͲNorthCentralEastFloridaͲGeneralConstruction F.H.Paschen FLͲR3ͲGC02Ͳ111821ͲFHP Region3ͲNorthCentralEastFloridaͲGeneralConstruction PlaceServices,Inc.FLͲR3ͲGC03Ͳ111821ͲPLA Region3ͲNorthCentralEastFloridaͲGeneralConstruction JOCConstruction,LLC FLͲR3ͲGC04Ͳ111821ͲLRI Region3ͲNorthCentralEastFloridaͲGeneralConstruction AdvancedRoofing,Inc.FLͲR3ͲGC05Ͳ111821ͲADR Region3ͲNorthCentralEastFloridaͲGeneralConstruction JohnsonͲLauxConstruction FLͲR3ͲGC06Ͳ111821ͲJLC Region3ͲNorthCentralEastFloridaͲGeneralConstruction RAMConstruction&Development,LLC FLͲR3ͲGC07Ͳ111821ͲRAM Region3ͲNorthCentralEastFloridaͲGeneralConstruction HCRConstruction,Inc.FLͲR3ͲGC08Ͳ111821ͲHCR Region3ͲNorthCentralEastFloridaͲGeneralConstruction MillersPlumbing&Mechanical,Inc.FLͲR3ͲHVAC01Ͳ111821ͲMPM Region3ͲNorthCentralEastFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR3ͲHVAC02Ͳ111821ͲADR Region3ͲNorthCentralEastFloridaͲHVAC/Mechanical MechanicalServicesofCentralFlorida,Inc.FLͲR3ͲHVAC03Ͳ111821ͲMSF Region3ͲNorthCentralEastFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR3ͲE01Ͳ111821ͲADR Region3ͲNorthCentralEastFloridaͲElectrical AdvancedRoofing,Inc.FLͲR3ͲRW02Ͳ111821ͲADR Region3ͲNorthCentralEastFloridaͲRoofing/Waterproofing AstraConstructionServices,LLC FLͲR3ͲPAC01Ͳ111821ͲACS Region3ͲNorthCentralEastFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR3ͲPAC02Ͳ111821ͲDMS Region3ͲNorthCentralEastFloridaͲPaving/Asphalt/Concrete AmiciEngineeringContractors FLͲR3ͲPAC03Ͳ111821ͲAME Region3ͲNorthCentralEastFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR3ͲCC01Ͳ111821ͲDMS Region3ͲNorthCentralEastFloridaͲCivilConstruction AstraConstructionServices,LLC FLͲR3ͲCC02Ͳ111821ͲACS Region3ͲNorthCentralEastFloridaͲCivilConstruction AmiciEngineeringContractors FLͲR3ͲCC03Ͳ111821ͲAME Region3ͲNorthCentralEastFloridaͲCivilConstruction JeweloftheSouth,Inc.FLͲR4ͲGC01Ͳ111821ͲJOS Region4ͲNortheastFloridaͲGeneralConstruction F.H.Paschen FLͲR4ͲGC02Ͳ111821ͲFHP Region4ͲNortheastFloridaͲGeneralConstruction PlaceServices,Inc.FLͲR4ͲGC03Ͳ111821ͲPLA Region4ͲNortheastFloridaͲGeneralConstruction JOCConstruction,LLC FLͲR4ͲGC04Ͳ111821ͲLRI Region4ͲNortheastFloridaͲGeneralConstruction AdvancedRoofing,Inc.FLͲR4ͲGC05Ͳ111821ͲADR Region4ͲNortheastFloridaͲGeneralConstruction NicholsContracting,Inc.FLͲR4ͲGC06Ͳ111821ͲNIC Region4ͲNortheastFloridaͲGeneralConstruction JohnsonͲLauxConstruction FLͲR4ͲGC07Ͳ111821ͲJLC Region4ͲNortheastFloridaͲGeneralConstruction DavidMancini&Sons,Inc.FLͲR4ͲGC08Ͳ111821ͲDMS Region4ͲNortheastFloridaͲGeneralConstruction HCRConstruction,Inc.FLͲR4ͲGC09Ͳ111821ͲHCR Region4ͲNortheastFloridaͲGeneralConstruction AstraConstructionServices,LLC FLͲR4ͲGC10Ͳ111821ͲACS Region4ͲNortheastFloridaͲGeneralConstruction MillersPlumbing&Mechanical,Inc.FLͲR4ͲHVAC01Ͳ111821ͲMPM Region4ͲNortheastFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR4ͲHVAC02Ͳ111821ͲADR Region4ͲNortheastFloridaͲHVAC/Mechanical MechanicalServicesofCentralFlorida,Inc.FLͲR4ͲHVAC03Ͳ111821ͲMSF Region4ͲNortheastFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR4ͲE01Ͳ111821ͲADR Region4ͲNortheastFloridaͲElectrical APPENDIXAContinued NicholsContracting,Inc.FLͲR4ͲE02Ͳ111821ͲNIC Region4ͲNortheastFloridaͲElectrical AdvancedRoofing,Inc.FLͲR4ͲRW01Ͳ111821ͲADR Region4ͲNortheastFloridaͲRoofing/Waterproofing AmiciEngineeringContractors FLͲR4ͲPAC01Ͳ111821ͲAME Region4ͲNortheastFloridaͲPaving/Asphalt/Concrete AstraConstructionServices,LLC FLͲR4ͲPAC02Ͳ111821ͲACS Region4ͲNortheastFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR4ͲPAC03Ͳ111821ͲDMS Region4ͲNortheastFloridaͲPaving/Asphalt/Concrete AmiciEngineeringContractors FLͲR4ͲCC01Ͳ111821ͲAME Region4ͲNortheastFloridaͲCivilConstruction DavidMancini&Sons,Inc.FLͲR4ͲCC02Ͳ111821ͲDMS Region4ͲNortheastFloridaͲCivilConstruction AstraConstructionServices,LLC FLͲR4ͲCC03Ͳ111821ͲACS Region4ͲNortheastFloridaͲCivilConstruction JeweloftheSouth,Inc.FLͲR5ͲGC01Ͳ111821ͲJOS Region5ͲCentralWestFloridaͲGeneralConstruction F.H.Paschen FLͲR5ͲGC02Ͳ111821ͲFHP Region5ͲCentralWestFloridaͲGeneralConstruction PlaceServices,Inc.FLͲR5ͲGC03Ͳ111821ͲPLA Region5ͲCentralWestFloridaͲGeneralConstruction JOCConstruction,LLC FLͲR5ͲGC04Ͳ111821ͲLRI Region5ͲCentralWestFloridaͲGeneralConstruction AdvancedRoofing,Inc.FLͲR5ͲGC05Ͳ111821ͲADR Region5ͲCentralWestFloridaͲGeneralConstruction NicholsContracting,Inc.FLͲR5ͲGC06Ͳ111821ͲNIC Region5ͲCentralWestFloridaͲGeneralConstruction JohnsonͲLauxConstruction FLͲR5ͲGC07Ͳ111821ͲJLC Region5ͲCentralWestFloridaͲGeneralConstruction DavidMancini&Sons,Inc.FLͲR5ͲGC08Ͳ111821ͲDMS Region5ͲCentralWestFloridaͲGeneralConstruction MillersPlumbing&Mechanical,Inc.FLͲR5ͲHVAC01Ͳ111821ͲMPM Region5ͲCentralWestFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR5ͲHVAC02Ͳ111821ͲADR Region5ͲCentralWestFloridaͲHVAC/Mechanical MechanicalServicesofCentralFlorida,Inc.FLͲR5ͲHVAC03Ͳ111821ͲMSF Region5ͲCentralWestFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR5ͲE01Ͳ111821ͲADR Region5ͲCentralWestFloridaͲElectrical NicholsContractingInc FLͲR5ͲE02Ͳ111821ͲNIC Region5ͲCentralWestFloridaͲElectrical AdvancedRoofing,Inc.FLͲR5ͲRW01Ͳ111821ͲADR Region5ͲCentralWestFloridaͲRoofing/Waterproofing DavidMancini&Sons,Inc.FLͲR5ͲPAC01Ͳ111821ͲDMS Region5ͲCentralWestFloridaͲPaving/Asphalt/Concrete AstraConstructionServices,LLC FLͲR5ͲPAC02Ͳ111821ͲACS Region5ͲCentralWestFloridaͲPaving/Asphalt/Concrete AmiciEngineeringContractors FLͲR5ͲPAC03Ͳ111821ͲAME Region5ͲCentralWestFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR5ͲCC01Ͳ111821ͲDMS Region5ͲCentralWestFloridaͲCivilConstruction AstraConstructionServices,LLC FLͲR5ͲCC02Ͳ111821ͲACS Region5ͲCentralWestFloridaͲCivilConstruction AmiciEngineeringContractors FLͲR5ͲCC03Ͳ111821ͲAME Region5ͲCentralWestFloridaͲCivilConstruction JeweloftheSouth,Inc.FLͲR6ͲGC01Ͳ111821ͲJOS Region6ͲCentralFloridaͲGeneralConstruction F.H.Paschen FLͲR6ͲGC02Ͳ111821ͲFHP Region6ͲCentralFloridaͲGeneralConstruction ShiffConstruction&Development,Inc.FLͲR6ͲGC03Ͳ111821ͲSCD Region6ͲCentralFloridaͲGeneralConstruction AdvancedRoofing,Inc.FLͲR6ͲGC04Ͳ111821ͲADR Region6ͲCentralFloridaͲGeneralConstruction JOCConstruction,LLC FLͲR6ͲGC05Ͳ111821ͲLRI Region6ͲCentralFloridaͲGeneralConstruction PlaceServices,Inc.FLͲR6ͲGC06Ͳ111821ͲPLA Region6ͲCentralFloridaͲGeneralConstruction CentennialContractorsEnterprises FLͲR6ͲGC07Ͳ111821ͲCCE Region6ͲCentralFloridaͲGeneralConstruction OvationConstructionCompany FLͲR6ͲGC08Ͳ111821ͲOCC Region6ͲCentralFloridaͲGeneralConstruction HallMechanicalandAirConditioningLLC FLͲR6ͲHVAC01Ͳ111821ͲHMA Region6ͲCentralFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR6ͲHVAC02Ͳ111821ͲADR Region6ͲCentralFloridaͲHVAC/Mechanical MechanicalServicesofCentralFlorida,Inc.FLͲR6ͲHVAC03Ͳ111821ͲMSF Region6ͲCentralFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR6ͲE01Ͳ111821ͲADR Region6ͲCentralFloridaͲElectrical NicholsContracting,Inc.FLͲR6ͲE02Ͳ111821ͲNIC Region6ͲCentralFloridaͲElectrical IntegratedFire&SecuritySolutions,Inc.FLͲR6ͲE03Ͳ111821ͲIFS Region6ͲCentralFloridaͲElectrical AdvancedRoofing,Inc.FLͲR6ͲRW01Ͳ111821ͲADR Region6ͲCentralFloridaͲRoofing/Waterproofing DavidMancini&Sons,Inc.FLͲR6ͲPAC01Ͳ111821ͲDMS Region6ͲCentralFloridaͲPaving/Asphalt/Concrete AstraConstructionServices,LLC FLͲR6ͲPAC02Ͳ111821ͲACS Region6ͲCentralFloridaͲPaving/Asphalt/Concrete AmiciEngineeringContractors FLͲR6ͲPAC03Ͳ111821ͲAME Region6ͲCentralFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR6ͲCC01Ͳ111821ͲDMS Region6ͲCentralFloridaͲCivilConstruction AstraConstructionServices,LLC FLͲR6ͲCC02Ͳ111821ͲACS Region6ͲCentralFloridaͲCivilConstruction AmiciEngineeringContractors FLͲR6ͲCC03Ͳ111821ͲAME Region6ͲCentralFloridaͲCivilConstruction JeweloftheSouth,Inc.FLͲR7ͲGC01Ͳ111821ͲJOS Region7ͲCentralEastFloridaͲGeneralConstruction F.H.Paschen FLͲR7ͲGC02Ͳ111821ͲFHP Region7ͲCentralEastFloridaͲGeneralConstruction ShiffConstruction&Development,Inc.FLͲR7ͲGC03Ͳ111821ͲSCD Region7ͲCentralEastFloridaͲGeneralConstruction AdvancedRoofing,Inc.FLͲR7ͲGC04Ͳ111821ͲADR Region7ͲCentralEastFloridaͲGeneralConstruction JOCConstruction,LLC FLͲR7ͲGC05Ͳ111821ͲLRI Region7ͲCentralEastFloridaͲGeneralConstruction PlaceServices,Inc.FLͲR7ͲGC06Ͳ111821ͲPLA Region7ͲCentralEastFloridaͲGeneralConstruction NicholsContracting,Inc.FLͲR7ͲGC07Ͳ111821ͲNIC Region7ͲCentralEastFloridaͲGeneralConstruction AmiciEngineeringContractors FLͲR7ͲGC08Ͳ111821ͲAME Region7ͲCentralEastFloridaͲGeneralConstruction HallMechanicalandAirConditioning,LLC FLͲR7ͲHVAC01Ͳ111821ͲHMA Region7ͲCentralEastFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR7ͲHVAC02Ͳ111821ͲADR Region7ͲCentralEastFloridaͲHVAC/Mechanical MechanicalServicesofCentralFlorida,Inc.FLͲR7ͲHVAC03Ͳ111821ͲMSF Region7ͲCentralEastFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR7ͲE01Ͳ111821ͲADR Region7ͲCentralEastFloridaͲElectrical NicholsContracting,Inc.FLͲR7ͲE02Ͳ111821ͲNIC Region7ͲCentralEastFloridaͲElectrical IntegratedFire&SecuritySolutions,Inc.FLͲR7ͲE03Ͳ111821ͲIFS Region7ͲCentralEastFloridaͲElectrical AdvancedRoofing,Inc.FLͲR7ͲRW01Ͳ111821ͲADR Region7ͲCentralEastFloridaͲRoofing/Waterproofing DavidMancini&Sons,Inc.FLͲR7ͲPAC01Ͳ111821ͲDMS Region7ͲCentralEastFloridaͲPaving/Asphalt/Concrete APPENDIXAContinued AstraConstructionServices,LLC FLͲR7ͲPAC02Ͳ111821ͲACS Region7ͲCentralEastFloridaͲPaving/Asphalt/Concrete AmiciEngineeringContractors FLͲR7ͲPAC03Ͳ111821ͲAME Region7ͲCentralEastFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR7ͲCC01Ͳ111821ͲDMS Region7ͲCentralEastFloridaͲCivilConstruction AstraConstructionServices,LLC FLͲR7ͲCC02Ͳ111821ͲACS Region7ͲCentralEastFloridaͲCivilConstruction AmiciEngineeringContractors FLͲR7ͲCC03Ͳ111821ͲAME Region7ͲCentralEastFloridaͲCivilConstruction HarbourConstruction,Inc.FLͲR8ͲGC01Ͳ111821ͲHBC Region8ͲNorthSuncoastFloridaͲGeneralConstruction JeweloftheSouth,Inc.FLͲR8ͲGC02Ͳ111821ͲJOC Region8ͲNorthSuncoastFloridaͲGeneralConstruction F.H.Paschen FLͲR8ͲGC03Ͳ111821ͲFHP Region8ͲNorthSuncoastFloridaͲGeneralConstruction ShiffConstruction&Development,Inc.FLͲR8ͲGC04Ͳ111821ͲSCD Region8ͲNorthSuncoastFloridaͲGeneralConstruction DavidMancini&Sons,Inc.FLͲR8ͲGC05Ͳ111821ͲDMS Region8ͲNorthSuncoastFloridaͲGeneralConstruction AdvancedRoofing,Inc.FLͲR8ͲGC06Ͳ111821ͲADR Region8ͲNorthSuncoastFloridaͲGeneralConstruction CentennialContractorsEnterprises FLͲR8ͲGC07Ͳ111821ͲCCE Region8ͲNorthSuncoastFloridaͲGeneralConstruction JOCConstruction,LLC FLͲR8ͲGC08Ͳ111821ͲLRI Region8ͲNorthSuncoastFloridaͲGeneralConstruction PlaceServices,Inc.FLͲR8ͲGC09Ͳ111821ͲPLA Region8ͲNorthSuncoastFloridaͲGeneralConstruction NicholsContracting,Inc.FLͲR8ͲGC10Ͳ111821ͲNIC Region8ͲNorthSuncoastFloridaͲGeneralConstruction HallMechanicalandAirConditioning,LLC FLͲR8ͲHVAC01Ͳ111821ͲHMA Region8ͲNorthSuncoastFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR8ͲHVAC02Ͳ111821ͲADR Region8ͲNorthSuncoastFloridaͲHVAC/Mechanical MechanicalServicesofCentralFlorida,Inc.FLͲR8ͲHVAC03Ͳ111821ͲMSF Region8ͲNorthSuncoastFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR8ͲE01Ͳ11182ͲADR Region8ͲNorthSuncoastFloridaͲElectrical NicholsContracting,Inc.FLͲR8ͲE02Ͳ111821ͲNIC Region8ͲNorthSuncoastFloridaͲElectrical IntegratedFire&SecuritySolutions,Inc.FLͲR8ͲE03Ͳ111821ͲIFS Region8ͲNorthSuncoastFloridaͲElectrical AdvancedRoofing,Inc.FLͲR8ͲRW01Ͳ111821ͲADR Region8ͲNorthSuncoastFloridaͲRoofing/Waterproofing DavidMancini&Sons,Inc.FLͲR8ͲPAC01Ͳ111821ͲDMS Region8ͲNorthSuncoastFloridaͲPaving/Asphalt/Concrete AstraConstructionServices,LLC FLͲR8ͲPAC02Ͳ111821ͲACS Region8ͲNorthSuncoastFloridaͲPaving/Asphalt/Concrete AmiciEngineeringContractors FLͲR8ͲPAC04Ͳ111821ͲAME Region8ͲNorthSuncoastFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR8ͲCC01Ͳ111821ͲDMS Region8ͲNorthSuncoastFloridaͲCivilConstruction AstraConstructionServices,LLC FLͲR8ͲCC02Ͳ111821ͲACS Region8ͲNorthSuncoastFloridaͲCivilConstruction McKenzieContracting,LLC FLͲR8ͲCC03Ͳ111821ͲMCL Region8ͲNorthSuncoastFloridaͲCivilConstruction AmiciEngineeringContractors FLͲR8ͲCC04Ͳ111821ͲAME Region8ͲNorthSuncoastFloridaͲCivilConstruction ShiffConstruction&Development,Inc.FLͲR9ͲGC01Ͳ111821ͲSCD Region9ͲSouthSuncoastFloridaͲGeneralConstruction JeweloftheSouth,Inc.FLͲR9ͲGC02Ͳ111821ͲJOS Region9ͲSouthSuncoastFloridaͲGeneralConstruction F.H.PaschenFLͲR9ͲGC03Ͳ111821ͲFHP Region9ͲSouthSuncoastFloridaͲGeneralConstruction DavidMancini&Sons,Inc.FLͲR9ͲGC04Ͳ111821ͲDMS Region9ͲSouthSuncoastFloridaͲGeneralConstruction AdvancedRoofing,Inc.FLͲR9ͲGC05Ͳ111821ͲADR Region9ͲSouthSuncoastFloridaͲGeneralConstruction PlaceServices,Inc.FLͲR9ͲGC06Ͳ111821ͲPLA Region9ͲSouthSuncoastFloridaͲGeneralConstruction JOCConstruction,LLC FLͲR9ͲGC07Ͳ111821ͲLRI Region9ͲSouthSuncoastFloridaͲGeneralConstruction CentennialContractorsEnterprises FLͲR9ͲGC08Ͳ111821ͲCCE Region9ͲSouthSuncoastFloridaͲGeneralConstruction HallMechanicalandAirConditioning,LLC FLͲR9ͲHVAC01Ͳ111821ͲHMA Region9ͲSouthSuncoastFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR9ͲHVAC02Ͳ111821ͲADR Region9ͲSouthSuncoastFloridaͲHVAC/Mechanical MechanicalServicesofCentralFlorida,Inc.FLͲR9ͲHVAC03Ͳ111821ͲMSF Region9ͲSouthSuncoastFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR9ͲE01Ͳ111821ͲADR Region9ͲSouthSuncoastFloridaͲElectrical NicholsContracting,Inc.FLͲR9ͲE02Ͳ111821ͲNIC Region9ͲSouthSuncoastFloridaͲElectrical IntegratedFire&SecuritySolutions,Inc.FLͲR9ͲE03Ͳ111821ͲIFS Region9ͲSouthSuncoastFloridaͲElectrical AdvancedRoofing,Inc.FLͲR9ͲRW01Ͳ111821ͲADR Region9ͲSouthSuncoastFloridaͲRoofing/Waterproofing SalomonConstruction&Roofing FLͲR9ͲRW02Ͳ111821ͲSCR Region9ͲSouthSuncoastFloridaͲRoofing/Waterproofing DavidMancini&Sons,Inc.FLͲR9ͲPAC01Ͳ111821ͲDMS Region9ͲSouthSuncoastFloridaͲPaving/Asphalt/Concrete AstraConstructionServices,LLC FLͲR9ͲPAC02Ͳ111821ͲACS Region9ͲSouthSuncoastFloridaͲPaving/Asphalt/Concrete AmiciEngineeringContractors FLͲR9ͲPAC03Ͳ111821ͲAME Region9ͲSouthSuncoastFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR9ͲCC01Ͳ111821ͲDMS Region9ͲSouthSuncoastFloridaͲCivilConstruction AstraConstructionServices,LLC FLͲR9ͲCC02Ͳ111821ͲACS Region9ͲSouthSuncoastFloridaͲCivilConstruction AmiciEngineeringContractors FLͲR9ͲCC03Ͳ111821ͲAME Region9ͲSouthSuncoastFloridaͲCivilConstruction HarbourConstruction,Inc.FLͲR10ͲGC01Ͳ111821ͲHBC Region10ͲSouthernFloridaͲGeneralConstruction ShiffConstruction&Development,Inc.FLͲR10ͲGC02Ͳ111821ͲSCD Region10ͲSouthernFloridaͲGeneralConstruction TeamContracting,Inc.FLͲR10ͲGC03Ͳ111821ͲTCI Region10ͲSouthernFloridaͲGeneralConstruction DavidMancini&Sons,Inc.FLͲR10ͲGC04Ͳ111821ͲDMS Region10ͲSouthernFloridaͲGeneralConstruction AdvancedRoofing,Inc.FLͲR10ͲGC05Ͳ111821ͲADR Region10ͲSouthernFloridaͲGeneralConstruction JeweloftheSouth,Inc.FLͲR10ͲGC06Ͳ111821ͲJOS Region10ͲSouthernFloridaͲGeneralConstruction F.H.Paschen FLͲR10ͲGC07Ͳ111821ͲFHP Region10ͲSouthernFloridaͲGeneralConstruction PlaceServices,Inc.FLͲR10ͲGC08Ͳ111821ͲPLA Region10ͲSouthernFloridaͲGeneralConstruction NicholsContracting,Inc.FLͲR10ͲGC09Ͳ111821ͲNIC Region10ͲSouthernFloridaͲGeneralConstruction AmiciEngineeringContractors FLͲR10ͲGC10Ͳ111821ͲAME Region10ͲSouthernFloridaͲGeneralConstruction JohnsonͲLauxConstruction FLͲR10ͲGC11Ͳ111821ͲJLC Region10ͲSouthernFloridaͲGeneralConstruction CentennialContractorsEnterprises FLͲR10ͲGC12Ͳ111821ͲCCE Region10ͲSouthernFloridaͲGeneralConstruction HallMechanicalandAirConditioning,LLC FLͲR10ͲHVAC01Ͳ111821ͲHMA Region10ͲSouthernFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR10ͲHVAC02Ͳ111821ͲADR Region10ͲSouthernFloridaͲHVAC/Mechanical APPENDIXAContinued MechanicalServicesofCentralFlorida,Inc.FLͲR10ͲHVAC03Ͳ111821ͲMSF Region10ͲSouthernFloridaͲHVAC/Mechanical AdvancedRoofing,Inc.FLͲR10ͲE01Ͳ111821ͲADR Region10ͲSouthernFloridaͲElectrical NicholsContracting,Inc.FLͲR10ͲE02Ͳ111821ͲNIC Region10ͲSouthernFloridaͲElectrical SolaresElectricalServices,Inc.FLͲR10ͲE03Ͳ111821ͲSES Region10ͲSouthernFloridaͲElectrical AdvancedRoofing,Inc.FLͲR10ͲRW01Ͳ111821ͲADR Region10ͲSouthernFloridaͲRoofing/Waterproofing SalomonConstruction&Roofing FLͲR10ͲRW02Ͳ111821ͲSCR Region10ͲSouthernFloridaͲRoofing/Waterproofing DavidMancini&Sons,Inc.FLͲR10ͲPAC01Ͳ111821ͲDMS Region10ͲSouthernFloridaͲPaving/Asphalt/Concrete LanzoConstructionCo.,FL FLͲR10ͲPAC02Ͳ111821ͲLCC Region10ͲSouthernFloridaͲPaving/Asphalt/Concrete AstraConstructionServices,LLC FLͲR10ͲPAC03Ͳ111821ͲACS Region10ͲSouthernFloridaͲPaving/Asphalt/Concrete AmiciEngineeringContractors FLͲR10ͲPAC04Ͳ111821ͲAME Region10ͲSouthernFloridaͲPaving/Asphalt/Concrete DavidMancini&Sons,Inc.FLͲR10ͲCC01Ͳ111821ͲDMS Region10ͲSouthernFloridaͲCivilConstruction LanzoConstructionCo.,FL FLͲR10ͲCC02Ͳ111821ͲLCC Region10ͲSouthernFloridaͲCivilConstruction AstraConstructionServices,LLC FLͲR10ͲCC03Ͳ111821ͲACS Region10ͲSouthernFloridaͲCivilConstruction AmiciEngineeringContractors FLͲR10ͲCC04Ͳ111821ͲAME Region10ͲSouthernFloridaͲCivilConstruction ezIQCRENEWALS CompanyName ContractNumber InnovativeBuildersofAlexandria,Inc. MNͲNCMͲGC01Ͳ120518ͲIBA MinnesotaExteriors,Inc. MNͲTMAͲR01Ͳ120518ͲMEI KrausͲAndersonConstructionCompany MNͲSEAͲGC03Ͳ120518ͲKRU KrausͲAndersonConstructionCompany MNͲSWAͲGC02Ͳ120518ͲKRU KrausͲAndersonConstructionCompany MNͲNCMͲGC04Ͳ120518ͲKRU InnovativeBuildersofAlexandria,Inc. MNͲRRVͲGC01Ͳ120518ͲIBA McDowallCompany MNͲRRVͲR02Ͳ120518ͲMDC KrausͲAndersonConstructionCompany MNͲIRAͲGC02Ͳ120518ͲKRU SolidRockConstruction MNͲCMAͲGC03Ͳ120518ͲSRC KrausͲAndersonConstructionCompany MNͲTMAͲGC05Ͳ120518ͲKRU NorͲSon,Inc. MNͲIRAͲGC01Ͳ120518ͲNSI NorͲSon,Inc. MNͲSEAͲGC01Ͳ120518ͲNSI NorͲSon,Inc. MNͲTMAͲGC02Ͳ120518ͲNSI RAKConstruction,Inc. MNͲTMAͲGC01Ͳ120518ͲRAK SolidRockConstruction MNͲTMAͲGC03Ͳ120518ͲSRC RAKConstruction,Inc. MNͲCMAͲGC01Ͳ120518ͲRAK NorͲSon,Inc. MNͲNCMͲGC02Ͳ120518ͲNSI NorͲSon,Inc. MNͲCMAͲGC02Ͳ120518ͲNSI NorͲSon,Inc. MNͲRRVͲGC02Ͳ120518ͲNSI NorͲSon,Inc. MNͲSWAͲGC01Ͳ120518ͲNSI BituminousRoadways,Inc. MNͲTMAͲP01Ͳ120518ͲBRI McDowallCompany MNͲTMAͲR02Ͳ120518ͲMDC MinnesotaExteriors,Inc. MNͲSEAͲR01Ͳ120518ͲMEI McDowallCompany MNͲIRAͲR02Ͳ120518ͲMDC SolidRockConstruction MNͲNCMͲGC03Ͳ120518ͲSRC MinnesotaExteriors,Inc. MNͲCMAͲRO1Ͳ120518ͲMEI McDowallCompany MNͲNCMͲR02Ͳ120518ͲMDC KrausͲAndersonConstructionCompany MNͲRRVͲGC03Ͳ120518ͲKRU L.S.BlackConstructors,Inc. MNͲTMAͲGC04Ͳ120518ͲLSB McDowallCompany MNͲCMAͲR02Ͳ120518ͲMDC McDowallCompany MNͲSWAͲR02Ͳ120518ͲMDC MidͲMinnesotaHotMix MNͲCMAͲP01Ͳ120518ͲMHM MinnesotaExteriors,Inc. MNͲNCMͲR01Ͳ120518ͲMEI MinnesotaExteriors,Inc. MNͲRRVͲR01Ͳ120518ͲMEI SolidRockConstruction MNͲSEAͲGC02Ͳ120518ͲSRC AndersonBrothers MNͲNCMͲP01Ͳ120518ͲABC HyͲTecConstruction MNͲNCMͲGC05Ͳ120518ͲHTC MinnesotaExteriors,Inc. MNͲSWAͲR01Ͳ120518ͲMEI KrausͲAndersonConstructionCompany MNͲCMAͲGC04Ͳ120518ͲKRU MinnesotaExteriors,Inc. MNͲIRAͲR01Ͳ120518ͲMEI Exhibit C Insurance and Indemnity INDEMNIFICATION To the furthest extent allowed by law, VENDOR 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, VENDOR or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses and cost to enforce this agreement), arising or alleged to have arisen directly or indirectly out of performance of this Contract. VENDOR'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 the willful misconduct, of CITY or any of its officers, officials, employees, agents or volunteers. If VENDOR should subcontract all or any portion of the work to be performed under this Contract, VENDOR 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. INSURANCE REQUIREMENTS (a) Throughout the life of this Agreement, VENDOR 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 CITY'S Risk Manager or his/her designee at any time and in his/her sole discretion. The required policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, VENDOR 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 VENDOR shall be withheld until notice is received by CITY 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 CITY. Any failure to maintain the required insurance shall be sufficient cause for CITY to terminate this Agreement. No action taken by CITY pursuant to this section shall in any way relieve VENDOR of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by CITY that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtained by VENDOR shall not be deemed to release or diminish the liability of VENDOR, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify CITY 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 VENDOR. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of VENDOR, vendors, suppliers, invitees, contractors, sub-contractors, subcontractors, or anyone employed directly or indirectly by any of them. 1. PRODUCTS LIABILITY INSURANCE: VENDOR shall maintain, and provide the City of Fresno with verification of, manufacturer's products liability insurance policy in excess of $1,000,000 by providing a certificate of insurance on said Bid Item(s) equipment. Certificates shall be issued by an insurance company meeting the requirements to conduct business in the state of California. City of Fresno is required to be an additional insured with primary and non- contributory coverage in favor of the City on this General Liability Policy. If the scope of work includes delivery and/or installation, the requirements below apply in addition to the above requirements. 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. MINIMUM LIMITS OF INSURANCE VENDOR shall procure and maintain for the duration of the contract, and for 5 years thereafter, insurance with limits of liability not less than those set forth below. However, insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, 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) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 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. UMBRELLA OR EXCESS INSURANCE In the event VENDOR 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 CITY, its officers, officials, employees, agents and volunteers. DEDUCTIBLES AND SELF-INSURED RETENTIONS VENDOR shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and VENDOR shall also be responsible for payment of any self-insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS (i) 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 CITY, except ten (10) days for nonpayment of premium. VENDOR is also responsible for providing written notice to the CITY 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, VENDOR shall furnish CITY 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 CITY, VENDOR 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. (ii) The Commercial General and Automobile Liability insurance policies shall be written on an occurrence form. (iii) The Commercial General and Automobile Liability insurance policies shall be endorsed to name City, its officers, officials, agents, employees and volunteers as an additional insured all ongoing and completed operations. Additional Insured endorsements under the General Liability policy must be as broad as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37. (iv) The Commercial General and Automobile Liability insurance shall contain, or be endorsed to contain, that VENDOR’S insurance shall be primary to and require no contribution from the City. Primary and Non Contributory language under the General Liability policy must be as broad as that contained in ISO Form CG 20 01 04 13. These coverages shall contain no special limitations on the scope of protection afforded to City, its officers, officials, employees, agents and volunteers. (v) 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. (vi) All insurance policies required herein shall contain, or be endorsed to contain, a waiver of subrogation as to CITY, its officers, officials, agents, employees and volunteers. PROVIDING OF DOCUMENTS VENDOR shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required herein. All certificates and applicable endorsements are to be received and approved by the CITY’S Risk Manager or his/her designee prior to CITY’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. Upon request of CITY, VENDOR shall immediately furnish CITY with a complete copy of any 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. All subcontractors working under the direction of VENDOR shall also be required to provide all documents noted herein. SUBCONTRACTORS If VENDOR subcontracts any or all of the services to be performed under this Agreement, VENDOR shall require, at the discretion of the CITY Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the City to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by CITY Risk Manager or designee. If no Side Agreement is required, VENDOR will be solely responsible for ensuring that it’s subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1713 Agenda Date:12/7/2023 Agenda #:1.-I. REPORT TO THE CITY COUNCIL FROM:BRIAN BARR, Director General Services Department BY:MELISSA PERALES, Purchasing Manager General Services Department, Purchasing Division SUBJECT Approve the award of a citywide Requirements Contract to Home Depot USA, Inc. of Fresno, California for three years for the purchase of maintenance, repair, operating supplies, industrial supplies, and related products, not-to-exceed $250,000 per year plus annual CPI increases (Bid File 9678). RECOMMENDATION Staff recommends Council approve the award of a citywide Requirements Contract to Home Depot USA, Inc. of Fresno, California for three years for the purchase of maintenance, repair, operating supplies, industrial supplies, and related products, not-to-exceed $250,000 per year plus annual CPI increases. EXECUTIVE SUMMARY The General Services Department, Purchasing Division is recommending the approval of a cooperative purchase agreement Home Depot USA, Inc. for the purchase of maintenance, repair, operating supplies, industrial supplies, and related products to be used as needed citywide. Citywide purchases will not exceed $250,000 annually. The cooperative purchase agreement will be authorized through a competitively solicited cooperative procurement process administered by Maricopa County, Arizona in partnership with Omnia Partners. Federal funds cannot be used to fulfill purchases through this contract as this is a non-federally compliant procurement. BACKGROUND The General Services Department, Purchasing Division is responsible for administering the citywide agreement for maintenance, repair, operating supplies, industrial supplies, and related products. The cooperative purchase agreement will be utilized by various City departments on an as-needed basis. Utilizing the cooperative agreement was determined to be the most cost-effective method and overall City of Fresno Printed on 12/22/2023Page 1 of 2 powered by Legistar™ 12/07/2023 GB/NE 7-0 APPROVED ON CONSENT File #:ID 23-1713 Agenda Date:12/7/2023 Agenda #:1.-I. Utilizing the cooperative agreement was determined to be the most cost-effective method and overall best value for obtaining maintenance,repair,operating supplies,industrial supplies,and related products for the City.Home Depot USA,Inc.maintains three retail stores within the City of Fresno for departments to utilize at a discounted rate when same-day needs arise.The stores also provide a benefit to the City in terms of both employment and tax revenue. The maintenance,repair,operating supplies,industrial supplies,and related products will be purchased through a competitively solicited cooperative purchase agreement with Maricopa County, Arizona in partnership with Omnia Partners.Citywide Home Depot purchases will not exceed $250,000 per year plus annual CPI increases. The City Attorney has reviewed and approved the contract to form. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act (CEQA) Guidelines Section 15378, the award of this contract does not qualify as a “project” as defined by CEQA. Under the City of Fresno’s AO 8-13, City’s Use of Environmentally Preferable Products, all applicable “green” alternatives will be considered prior to the purchase of supplies. LOCAL PREFERENCE Local preference is not applicable. The City is not issuing a request for proposals for the cooperative purchase agreement; however, Home Depot maintains three retail stores within the City of Fresno. FISCAL IMPACT The funding has been included in each department’s line-item budget as part of the FY2024 adopted budget to cover the cost of maintenance,repair,operating supplies,industrial supplies,and related products. Attachments: Cooperative Purchase Agreement Home Depot USA, Inc. Contract#16154 Original RFP Proof of Publication Executive Summary City of Fresno Printed on 12/22/2023Page 2 of 2 powered by Legistar™ GSD-B Formal Product CPA - DPW (12-2022) -1- FORMAL COOPERATIVE PURCHASE AGREEMENT THIS AGREEMENT (Agreement) is made and entered into, effective on ______________________, by and between CITY OF FRESNO, a California municipal corporation (City), and Home Depot U.S.A., Inc., a Delaware Corporation (Vendor). AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and promises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows: 1. The Charter for the City allows for cooperative purchase agreements for materials, supplies, and equipment. The City may use another government agency’s agreement, as an exception to the competitive bid process. The Parties agree that the Vendor has entered a contract with Maricopa County, contract number 16154- RFP for Maintenance, Repair, Operating Supplies, Industrial Supplies, and Related Products and Services (Original Government Contract). The solicitation for the Original Government Contract is attached as Exhibit A. 2. Vendor’s Obligation. Vendor shall provide those services and carry out that work described in the Original Government Contract, which is attached hereto as Exhibit B and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 3. City’s Obligation. City shall make to the Vendor those payments described in Exhibits A and B, subject to all the terms and condition contained or incorporated herein 4. Notwithstanding the requirements that the Original Government Contract is fully binding on the Parties, the parties have agreed to modify certain non-material provisions of the Original Government Contract as applied to this Agreement between the Vendor and the City, as follows: a) City’s Insurance and Indemnity provisions attached as Exhibit C. b) Address change for the City: Notwithstanding the address and contract information for the government entity as set out in Exhibit B, the Vendor agrees that notices and invoices will be sent to: City of Fresno Attention: Melissa Perales 2101 G Street, Bldg. A Fresno, CA 93706 Phone: (559) 621-1157 FAX: (559) XXX-XXXX E-mail: Melissa.Perales@fresno.gov c) Notwithstanding anything in Exhibits A and B to the contrary, this Agreement shall be governed by, and construed and enforced in accordance with , the laws of the State of California, excluding however, GSD-B Formal Product CPA - DPW (12-2022) -2- any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California. d) All other provisions in the Original Government Contract are fully binding on the parties and will represent the agreement between the City and the Vendor. 5. The City Manager, or designee, is hereby authorized and directed to execute and implement this Agreement. The previous sentence is not intended to delegate any authority to the City Manager to administer the Agreement, any delegation of authority must be expressly included in the Agreement. [Signatures follow on the next page.] GSD-B Formal Product CPA - DPW (12-2022) -3- IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written. CITY OF FRESNO, a California municipal corporation By: Melissa Perales Purchasing Manager General Services Department APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Date Supv./Sr. Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk By: Deputy HOME DEPOT U.S.A., INC., a Delaware Corporation By: Name: Title: (If corporation or LLC., Board Chair, Pres. or Vice Pres.) By: Name: Title: (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) VENDOR: Home Depot U.S.A., Inc. Attention: Brent Weigand XXXX Fresno, CA XXXX Phone: (559) XXX-XXXX FAX: E-mail: brent.weigand@hdsupply.com Attachments: Exhibit A - Original Solicitation Exhibit B - Original Government Contract Exhibit C - City’s Insurance and Indemnity EXHIBIT A Original Solicitation 55 66 Solicitation 16154 -RFP MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PROD Bid Designation: Public Maricopa County Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 1 55 66 Bid 16154-RFP MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PROD Bid Number 16154 -RFP Bid Title MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PROD Bid Start Date Aug 4, 2016 7:27:21 AM MST Bid End Date Sep 22, 2016 2:00:00 PM MST Question & Answer End Date Aug 5, 2016 7:00:00 AM MST Bid Contact Steve Dahle Strategic Team Manager 602 -506 -3450 Sdahle@mail.maricopa.gov Pre -Bid Conference Sep 1, 2016 9:00:00 AM MST Attendance is mandatory Location: THERE WILL BE A MANDATORY PRE -PROPOSAL CONFERENCE ON SEPTEMBER 1, 2016 AT 9:00 AM ARIZONA TIME, AT THE MARICOPA COUNTY OFFICE OF PROCUREMENT SERVICES, 320 WEST LINCOLN STREET, PHOENIX, ARIZONA 85003. (DUE TO SPACE LIMITATIONS VENDORS LIMIT ATTENDANCE TO NO MORE THAN TWO (2) PEOPLE). Description Maricopa County, AZ (herein “Lead Public Agency ” on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America, and other government agencies and nonprofit organizations (herein “Participating Public Agencies ”) is soliciting proposals from qualified suppliers to enter into a Master Agreement for a complete line of Maintenance, Repair and Operating (MRO) Supplies and Industrial Supplies in a Retail and Wholesale environment; and Related Products and Services (herein “Products and Services ”). A complete and comprehensive offering of Industrial supplies such as bearings, linear technologies, power transmissions, motors, hydraulics, pneumatics, gearing, material handling, conveyor systems, industrial rubber, general maintenance supplies, fluid power and any additional related products and services. In addition, a complete range of services available through Supplier such as, but not limited to, installation, renovation services, repair services, training services and any other related services such as rubber fabrication, vulcanizing, hose fabrication, hydraulic system (design and build) that may offered by Supplier. Such services may be required for public pools, solid waste transfer sites, water treatment plants, waste water treatment sites, boiler plants, mass transit systems, road maintenance equipment, prisons and hospitals and public agencies. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 2 NOTICE OF SOLICITATION SERIAL 16154-RFP REQUEST FOR PROPOSAL FOR: MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PRODUCTS AND SERVICES (U.S. Communities) Notice is hereby given sealed proposals will be received by the Office of Procurement Services, 320 West Lincoln Street, Phoenix, Arizona 85003-2494, until 2:00 P.M. Arizona time on September 22, 2016 for the furnishing of the following goods and services for Maricopa County. Proposals will be opened by the Chief Procurement Officer (or designated representative) at an open, public meeting at the above time a nd place. All Proposals must be signed, sealed and addressed to the Office of Procurement Services, 320 West Lincoln Street, Phoenix, Arizona 85003-2494, and marked “SERIAL 16154- RFP REQUEST FOR PROPOSAL FOR MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PRODUCTS AND SERVICES (U.S. Communities) The Maricopa County Procurement Code (“The Code”) governs this procurement and is incorporated by this reference. Any protest concerning this Request for Proposal must be filed with the Procurement Officer in accordance with Section MC1-905 of the Code. ALL ADMINISTRATIVE INFORMATION CONCERNING THIS REQUEST FOR PROPOSAL CAN BE LOCATED AT http://www.maricopa.gov/procurement/ ANY ADDENDA TO THIS REQUEST FOR PROPOSAL WILL BE POSTED ON THE MARICOPA COUNTY OFFICE OF PROCUREMENT SERVICES WEB SITE UNDER THE SOLICITATION SERIAL NUMBER. PROPOSAL ENVELOPES WITH INSUFFICIENT POSTAGE WILL NOT BE ACCEPTED BY THE MARICOPA COUNTY OFFICE OF PROCUREMENT SERVICES DIRECT ALL INQUIRIES TO: STEVE DHLE PROCUREMENT OFFICER TELEPHONE: (602) 506-3450 EMAIL: SDAHLE@mail.maricopa.gov THERE WILL BE A MANDATORY PRE-PROPOSAL CONFERENCE ON SEPTEMBER 1, 2016 AT 9:00 AM ARIZONA TIME, AT THE MARICOPA COUNTY OFFICE OF PROCUREMENT SERVICES, 320 WEST LINCOLN STREET, PHOENIX, ARIZONA 85003 NOTE: MARICOPA COUNTY PUBLISHES ITS SOLICITATIONS ONLINE AND THEY ARE AVAILABLE FOR VIEWING AND/OR DOWNLOADING AT THE FOLLOWING INTERNET ADDRESS: http://www.maricopa.gov/procurement/solicitation.aspx Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 3 SERIAL 16154-RFP TABLE OF CONTENTS NOTICE TABLE OF CONTENTS SECTIONS: 1.0 INTENT 2.0 SCOPE OF WORK 3.0 PROCUREMENT REQUIREMENTS 4.0 TERMS AND CONDITIONS 5.0 INSTRUCTIONS ATTACHMENTS: ATTACHMENT A PRICING ATTACHMENT A-1 PRICING ANALYSIS WORKBOOK ATTACHMENT B AGREEMENT/SIGNATURE PAGE ATTACHMENT C REFERENCES - PRODUCTS ATTACHMENT C-1 REFERENCES – SERVICES ATTACHMENT D RETAIL STORES AND WAREHOUSE LOCATIONS ATTACHMENT E U.S. COMMUNITIES INFORMATION AND REQUIREMENTS SUPPLIER QUALIFICATIONS COMMITMENTS U.S. COMMUNITIES ADMINISTRATION AGREEMENT INSTRUCTIONS SUPPLIER WORKSHEET NEW SUPPLIER IMPLEMENTATION CHECKLIST SUPPLIER INFORMATION Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 4 SERIAL 16154-RFP III EXHIBITS: EXHIBIT 1 VENDOR REGISTRATION PROCEDURES EXHIBIT 2 LETTER OF TRANSMITTAL SAMPLE EXHIBIT 3 DRAFT CONTRACT EXHIBIT 4 INSURANCE CERTIFICATE EXAMPLE EXHIBIT 5 MARICOPA COUNTY FACILITIES MANAGEMENT REQUIREMENTS EXHIBIT 6 MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT EXHIBIT 7 U.S. COMMUNITIES ADMINISTRATION AGREEMENT EXHIBIT 8 STATE NOTICE ADDENDUM EXHIBIT 9 FEMA STANDARD TERMS AND CONDITIONS ADDENDUM FOR CONTRACTS AND GRANTS EXHIBIT 10 COMMUNITY DEVELOPMENT BLOCK GRANT ADDENDUM Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 5 SERIAL 16154-RFP REQUEST FOR PROPOSAL FOR MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PRODUCTS AND SERVICES (U.S. Communities) 1.0 INTRODUCTION, BACKGROUND AND INTENT: 1.1 MASTER AGREEMENT Maricopa County, AZ (herein “Lead Public Agency” on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America, and other government agencies and nonprofit organizations (herein “Participating Public Agencies”) is soliciting proposals from qualified suppliers to enter into a Master Agreement for a complete line of Maintenance, Repair and Operating (MRO) Supplies and Industrial Supplies in a Retail and Wholesale environment; and Related Products and Services (herein “Products and Services”). 1.2 OBJECTIVES A. Provide a comprehensive competitively solicited Master Agreement offering Products and Services to Participating Public Agencies; B. Establish the Master Agreement as a Supplier’s primary offering to Participating Public Agencies; C. Achieve cost savings for Suppliers and Participating Public Agencies through a single competitive solicitation process that eliminates the need for multiple bids or proposals; D. Combine the volumes of Participating Public Agencies to achieve cost effective pricing; E. Reduce the administrative and overhead costs of Suppliers and Participating Public Agencies through state of the art ordering and delivery systems; F. Provide Participating Public Agencies with environmentally responsible produc ts and services. 1.3 GENERAL DEFINITION OF PRODUCTS AND/OR SERVICES Respondents are to propose the broadest possible selection of MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES AND RELATED PRODUCTS AND SERVICES they offer. The intent of this solicitation is to provide Participating Public Agencies with a comprehensive offering of products and services to meet their various needs. Therefore, the Proposers should have demonstrated experience in providing the Products and Services as defined in this RFP, including but not limited to: 1.3.1 Maintenance, Repair, Operating (MRO) Supplies and Related Se rvices (Installation, Repair and Renovation) – A complete and comprehensive offering of wholesale and/or retail MRO supplies such as appliances, building materials, hardware, HVAC, kitchen and bath cabinets, janitorial supplies, landscaping equipment and supplies, motors, pumps, paints and coatings, plumbing, pool chemicals and supplies, hand-held general purpose tools, power tools, flooring, window coverings, and any other miscellaneous MRO supplies offered by Supplier. In addition, a complete range of services available through the Supplier such as, but not limited to, installation, renovation services, repair services, training services and any other related services offered by Supplier. 1.3.2 Industrial Supplies and Related Services (Installation, Repair, and Renovation) – A complete and comprehensive offering of Industrial supplies such as bearings, linear technologies, power transmissions, motors, hydraulics, pneumatics, gearing, material Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 6 SERIAL 16154-RFP handling, conveyor systems, industrial rubber, general maintenance supplies, fluid power and any additional related products and services. In addition, a complete range of services available through Supplier such as, but no t limited to, installation, renovation services, repair services, training services and any other related services such as rubber fabrication, vulcanizing, hose fabrication, hydraulic system (design and build) that may be offered by Supplier. Such service s may be required for public pools, solid waste transfer sites, water treatment plants, waste water treatment sites, boiler plants, mass transit systems, road mai ntenance equipment, prisons, hospitals and public agencies. 1.3.3 Related Products and Services (Including Installation, Repair and Renovation Services) – A complete range of related products and services offered by Supplier including, but not limited to, installation, repair and renovation services for replacements, upgrades, and remodeling in the residential, commercial and industrial environments relating to any of the following (non-inclusive): roofing, gutters, downspouts, HVAC, plumbing, electrical, exterior decks, patios and porches, exterior siding, windows and doors, interior and exterior painting, weatherization, ADA improvements, hose fabrication, hydraulic repairs, gearbox repairs, conveyor system repairs, vulcanizing, rubber fabrication, and any other types of residential, commercial and industrial environments. 1.4 U.S. COMMUNITIES U.S. Communities Government Purchasing Alliance (herein “U.S. Communities”) assists Participating Public Agencies to reduce the cost of purchased goods through strategic sourcing that combines the volumes and the purchasing power of public agencies nationwide. This is accomplished through an award of competitively solicited contracts for high quality products and services by large and well recognized public agencies (herein “Lead Public Agencies”). The contracts provide for use by not only the respective Lead Public Agency, but also by other Participating Public Agencies. 1.4.1 National Sponsors U.S. Communities is jointly sponsored by the National Association of Counties (NACo), the National League of Cities (NLC), the Association of School Business Officials International (ASBO), the United States Conference of Mayors (USCM) and the National Governors Association (NGA) (herein “National Sponsors”). 1.4.2 Advisory Board The U.S. Communities Advisory Board is made up of key government purchasing officials from across the United States. Each Advisory Board Member is expected to actively participate in product bids and selection, participate in policy direction, and share expertise and purchasing innovations. Current U.S. Communities Advisory Board Members Auburn University, AL Harford County Public Schools, MD City and County of Denver, CO Hennepin County, MN City of Chicago, IL Los Angeles County, CA City of El Paso, TX Maricopa County, AZ City of Houston, TX Miami-Dade County, FL City of Kansas City, MO Nassau BOCES, NY City of Los Angeles, CA North Carolina State University, NC City of Seattle, WA City of Ocean City, NJ Cobb County, GA Onondaga County, NY Denver Public Schools, CO Port of Portland, OR Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 7 SERIAL 16154-RFP Emory University, GA Prince William County Schools, VA Fairfax County, VA San Diego Unified School District, CA Fresno Unified School District, CA State of Iowa 1.4.3 Participating Public Agencies Today more than 55,000 public agencies utilize U.S. Communities contracts and suppliers to procure over $2.0 Billion Dollars in products and services annually. Each month more than 500 new public agencies register to participate. The continuing rapid growth of public agency participation is fueled by the program's proven track record of providing public agencies unparalleled value. The Supplier(s) must communicate directly with any Participating Public Agency concerning the placement of orders, issuance of the purchase order, contractual disputes, invoicing, and payment. Maricopa County is acting as "Contracting Agent" for the Participating Public Agencies and shall not be held liable for any costs, damages, expenses, fees, liabilities, etc. incurred by any other Participating Public Agency. Each Participating Public Agency enters into a Master Intergovernmental Cooperative Purchasing Agreement (MICPA) outlining the terms and conditions that allow access to the Lead Public Agencies’ Master Agreements. Under the terms of the MICPA, the procurement by the Participating Public Agency shall be construed to be in accordance with, and governed by, the laws of the state in which the Participating Public Agency resides. A copy of the MICPA is attached as Exhibit 6. 1.4.4 Estimated Volume The estimated dollar volume of Products and Services purchased under the proposed Master Agreement is $500 Million Dollars annually. This estimate is based on the anticipated volume of the Lead Public Agency, the U.S. Communities Advisory Board members, and current sales within the U.S. Communities program. While there is no minimum quantity of products required to be purchased under the proposed Master Agreement, Maricopa County and the U.S. Communities Advisory Board Members are committed to utilizing the Master Agreement. The Advisory Board members shall determine if the Master Agreement is of value to their agency, and will promote the Master Agreement among other public agencies nationwide and internationally. The Advisory Board in 2015 purchased more than $160 Million D ollars of products and services from existing U.S. Communities contracts. 1.4.5 Marketing Support U. S. Communities provides marketing support for each Supplier’s products through the following: National Sponsors as referenced above. State Associations of Counties, Schools and Municipal Leagues. Administrative and marketing personnel that directly promote the U.S. Communities Suppliers to Participating Public Agencies through public agency meetings, direct mail, email, online and print advertising, social media, articles, and exhibiting and presenting at national and local trade shows. U.S. Communities provides Suppliers government sales training, and a host of online marketing and sales management tools to effectively increase sales through U.S. Communities. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 8 SERIAL 16154-RFP 1.4.6 Marketplace U.S. Communities has developed an online Marketplace, which gives Participating Public Agencies the ability to purchase from many U.S. Communities contracts directly from our website. The Marketplace makes it easier for Participating Public Agencies to access many contracts through a single login and place orders using a procurement card, credit card or purchase order. Suppliers have the ability to add their products to the Marketplace at no cost. 1.4.7 Evaluation of Proposals Proposals will be evaluated by the Lead Public Agency in accordance with, and subject to, the relevant statutes, ordinances, rules and regulations that govern its procurement practices. U.S. Communities Advisory Board members and other Participating Public Agencies will assist the Lead Public Agency in evaluating proposals. The Supplier(s) that respond(s) affirmatively meets the requirements of this Request for Proposal and provides the best overall value will be eligible for a contract award. U.S. Communities res erves the right to make available or not make available Master Agreements awarded by a Lead Public Agency to Participating Public Agencies. 1.5 INTENT: The Respondent(s) shall have a strong national presence for a vast array of supplies and equipment necessary for maintenance and repair in residential, commercial and industrial environments for use by various public entities nationwide. Responses shall be for MRO and Related Products and Services or Industrial and Related Products and Services. Suppliers are not required to respond to both categories. Responses for only the Related Products and Services shall be deemed non-responsive. Other governmental entities under agreement with the County may have access to services provided hereunder. The County reserves the right to award in whole or in part, by item or group of items, by section or geographic area, or make multiple awards, where such action serves the County’s best interest. The County reserves the right to add additional contractors, at the County’s sole discretion, in cases where the currently listed contractors are of an insufficient number or skill -set to satisfy the County’s needs or to ensure adequate competition on any project or task order work. 2.0 SCOPE OF WORK: 2.1 MAINTENANCE, REPAIR, OPERATING SUPPLIES (MRO) AND RELATED SERVICES (INSTALLATION, REPAIR AND RENOVATION): A complete and comprehensive offering of Wholesale and/or Retail MRO supplies such as appliances, building materials, hardware, HVAC, kitchen and bath cabinets, janitorial suppl ies, landscaping equipment and supplies, motors, pumps, paints and coatings, plumbing, pool chemicals and supplies, hand-held general purpose tools, power tools, flooring, window coverings, and any other miscellaneous MRO supplies offered by Supplier. In addition, a complete range of services available through the Supplier such as, but not limited to, installation, renovation services, repair services, training services and any other related services offered by Supplier. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 9 SERIAL 16154-RFP 2.2 INDUSTRIAL SUPPLIES AND RELATED SERVICES (INSTALLATION, REPAIR, AND RENOVATION): A complete and comprehensive offering of Industrial supplies such as bearings, linear technologies, power transmissions, motors, hydraulics, pneumatics, gearing, material handling, conveyor systems, industrial rubber, general maintenance supplies, fluid power and any additional related products and services. In addition, a complete range of services available through Supplier such as, but not limited to, installation, renovation services, repair services, training services and any other related services such as rubber fabrication, vulcanizing, hose fabrication, hydraulic system (design and build) that may offered by Supplier. Such services may be required for public pools, solid waste transfer sites, water treatment plants, waste water treatment sites, boiler plants, mass transit systems, road maintenance equipment, prisons and hospitals and public agencies. 2.3 RELATED PRODUCTS AND SERVICES (INSTALLATION, REPAIR AND RENOVATION SERVICES): 2.3.1 Any related products offered by Supplier. 2.3.2 Services may also include replacements, upgrades, remodeling; and product, turnkey and major category installations. 2.3.3 Services performed shall be non-structural in nature. 2.3.4 Products used in performing these services shall be procured u nder the awarded contract, at contract prices. 2.3.5 These services may be required in the residential and commercial environments and may be any of the following (non-inclusive): 2.3.5.1 Roofing, Gutters, Downspouts 2.3.5.2 HVAC 2.3.5.3 Plumbing 2.3.5.4 Electrical 2.3.5.5 Exterior decks, patios and porches 2.3.5.6 Exterior Siding 2.3.5.7 Windows, Doors 2.3.5.8 Interior/Exterior Painting 2.3.5.9 Weatherization – Storm Windows/Doors, Insulation, Weather Stripping 2.3.5.10 ADA Improvements 2.3.6 These services may be required in the industrial environment and may be any of the following (non-inclusive): 2.3.6.1 Hose Fabrication 2.3.6.2 Hydraulic Repairs 2.3.6.3 Gearbox Repairs 2.3.6.4 Conveyor System Repairs 2.3.6.5 Vulcanizing 2.3.6.6 Rubber Fabrication 2.3.7 Services: 2.3.7.1 As part of your Proposal response, detail your firm’s program in offering services including: 2.3.7.2 Providing and managing qualified contractors Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 10 SERIAL 16154-RFP 2.3.7.3 Budget management in keeping projects on budget 2.3.7.4 Project management services in design, planning, organizing, scheduling and managing all stages of a project. 2.3.8 Service Providers (Labor): 2.3.8.1 Contractor shall serve as the single point of contact between Participating Public Agencies and Service Providers. 2.3.8.2 Contractor shall verify that all Service Providers are fully licensed for the type of work being performed in the respective state(s). 2.3.8.3 Contractor shall verify each Service Provider maintains at a minimum, the levels of insurance specified under in draft contract. 2.3.8.4 Contractor shall perform a background screen of all Service Providers consisting of (at a minimum): 2.3.8.4.1 National Employee Database 2.3.8.4.2 SSN Verification 2.3.8.4.3 National Criminal Database Check 2.3.8.4.4 Two County Search 2.3.8.4.5 Sex Offender Search 2.3.8.4.6 Annual Review (National Criminal Database) 2.3.8.4.7 Two (2) Year Complete Re-Screen and Renewal 2.3.8.4.8 Financial Background 2.3.8.5 All Service Provider employees shall wear a Service Provider’s issued picture identification badge at all times. 2.4 PRODUCT CATEGORIES: This Solicitation is to establish a nationwide purchasing agreement for the acquisition of the following products. The category descriptive examples below are not to be considered restrictive, but rather, provide a general, non-inclusive, description of the category. These are standard use in the residential, commercial, and industrial environments. Your firm may not have the ability to provide all categories. All products offered shall be new, unused and of the latest design and technology. The intent is for each Proposer to submit their complete product line so that Participating Public Agencies may order a wide array of product as appropriate for their needs. You may subcontract items your firm does not supply. 2.4.1 CATEGORY 1: APPLIANCES Large appliances: refrigerators, washers, dryers, dishwashing machines, stoves, cooktops, range hoods and ovens; TVs, DVR’s, small appliances: mixers, toasters, microwave ovens, food processors, disposals, trash compactors, and all ancillary supplies, tools, and components. 2.4.2 CATEGORY 2: BUILDING MATERIALS Lumber (dimensional and timber), millwork, roofing, siding, plywood, paneling, hardwood, trim, molding, fencing, decking, gates, brick, block, doors, windows, bagged goods (concrete, mortar, sand, or asphalt), drywall, rebar, acoustical tiles, rain gutters, garage door openers, insulation, and all ancillary supplies, tools, and components. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 11 SERIAL 16154-RFP 2.4.3 CATEGORY 3: HARDWARE Fasteners (nuts/bolts, screws, washers, rivets, nails), builders hardware (hinges, gate hardware, barrel bolts/hasps, corner braces, shelf brackets, closet hardware, springs), threaded rod/steel shapes, anchors, padlocks, lock sets, wheels, casters, ball bearings, rope, chain, metal stock, dry cell batteries, fire extinguishers, signs, cabinet hardware, mail boxes, safes, drop boxes, weatherization products, and all ancillary supplies, tools, and components. 2.4.4 CATEGORY 4: HEATING, VENTILATION, AND AIR CONDITIONING (HVAC) Equipment, package units, evaporative coolers, tools, parts, ducting, air filtration, thermostats, portable and fixed heaters, fans, and all ancillary supplies, tools, and components. 2.4.5 CATEGORY 5: KITCHEN AND BATH CABINETS Kitchen cabinets, bath vanities, countertops, medicine cabinets, mirrors, and all ancillary supplies, tools, and components. 2.4.6 CATEGORY 6: JANITORIAL SUPPLIES Cleaners, soaps, waxes, strippers, polishes, vacuums, brooms, mops, buckets, gloves, carts, paper goods, and all ancillary supplies, tools, and components. 2.4.7 CATEGORY 7: LANDSCAPING EQUIPMENT AND SUPPLIES Lawn and landscape equipment (gasoline and electric), shovels, rakes, axes, hoes, hoses, nozzles, insect control, herbicides, fertilizers, plants, trees, sprinkler/irrigation equipment and supplies and all ancillary supplies, tools, an components. 2.4.8 CATEGORY 8: MOTORS/PUMPS Fractional and full horse, starters, pulleys, belts, fans, motor controls, and all ancillary supplies, tools, and components. 2.4.9 CATEGORY 9: PAINTS AND COATINGS All types of paints and coatings, wall paper, caulking, spray equipment, aerosol paints, pressure washers, sand blasters, finishes, abrasives, epoxy, cleaners, drywall supplies, tarps, compounds, adhesives, accessories, and all ancillary supplies, tools, and components. 2.4.10 CATEGORY 10: PLUMBING Equipment, parts, piping and fittings, water heaters, furnaces, disposals, pneumatic piping, filters, commodes, sinks, bathtubs, showers, shower doors, faucets, water conditioning equipment, water dispensing equipment, salt, and all ancillary supplies, tools, and components. 2.4.11 CATEGORY 11: POOL SUPPLIES Pool chemicals, tools, timers, pump/motor units, vacuum equipment, patio furniture, parts, and all ancillary supplies, tools, and components. 2.4.12 CATEGORY 12: TOOLS, HAND-HELD GENERAL PURPOSE Hand-held (electric, battery, or pneumatic operated), including accessories, automotive type tools, welding equipment, testing and measuring tools, carts and hand trucks, work benches, tool cabinets, ladders, and all ancillary supplies and components. 2.4.13 CATEGORY 13: TOOLS, POWER TYPE Electric or gas operated, mobile or stationary, bench or floor mounted, including accessories, and all ancillary supplies and components. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 12 SERIAL 16154-RFP 2.4.14 CATEGORY 14: FLOORING AND WINDOW COVERINGS All flooring, including but not limited to, vinyl plank, VCT, vinyl tile, ceramic tile, hardwood, carpet tile, carpet and cove base; blinds, shades, screens, window glass, mirrors, parts, and all ancillary supplies, tools, and components. 2.4.15 CATEGORY 15: HOSPITALITY Guest room supplies and appliances, personal care amenities, telephones, bed and bath linens, housekeeping cleaning supplies, public restroom supplies, carts, banquet and conference room supplies, guest room and suite furniture, fixtures, and equipment, pool and patio equipment, and other hospitality supplies. 2.4.16 CATEGORY 16: WATER AND WASTE WATER TREATMENT Aeration, chart and data recorders, chemical feed, collection systems, flow metering, gauges, grounds maintenance, hose, hydrants, lab chemicals, equipment, and testing, location and leak detection, level and pressure, pipe, plugs, process analysis, pumps, sampling equipment, storm water, tanks, tools, valves, and water treatment. 2.4.17 CATEGORY 17: MISCELLANEOUS Including, but not limited to: shelving (metal or wood composite), safety and emergency equipment, first aid supplies, conditioning salt, scaffolding (purchased), packaging supplies, communication supplies, electrical supplies, lighting supplies, office products, and property management products. 2.4.18 CATEGORY 18: IN STORE SERVICES Including, but not limited to: glass cutting, pipe threading, planning services (flooring and cabinet), verbal technical advice, special orders, rental equipment, etc. 2.4.19 CATEGORY 19: INDUSTRIAL PRODUCTS/SERVICES Bearings, motors, fluid sealing, gearing, power transmissions, pumps, hose fabrication, hydraulic repair, gearbox repair, r ubber services, conveyor systems, and other industrial products and services. 2.5 PRODUCT ORDERING: 2.5.1 Contractors complete product line (Wholesale or Retail) shall be available for internet ordering 24/7. 2.5.2 Products may be ordered by any of the following methods: Internet Will Call (Phone or FAX order) POS (Point-of-sale) 2.6 PRODUCT PRICING: 2.6.1 Retail: Pricing shall be a fixed percentage (%) off marked price at the POS; not a percent off list. The County will consider other retail pricing options (ex. Rebate on gross sales). Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 13 SERIAL 16154-RFP 2.6.2 Wholesale: Pricing shall be a fixed percentage (%) off catalog p ricing by Product Category (Section 2.4 above). The County will consider other retail pricing options (ex. Rebate on gross sales). 2.7 REBATE ON SALES: If this pricing option is offered, describe your firm’s ability to provide this service. 2.8 ON-LINE CATALOG DISCOUNT PRICING: Presently, the capability exists to access an on-line catalog reflecting contract pricing of all products. Describe your firm’s ability to provide this service. 2.9 RELATED PRODUCTS AND SERVICES (INSTALLATION, REPAIR AND RENOVATION SERVICES) PRICING: 2.9.1 All Participating Public Agencies shall receive a detailed written quotation for all services to be performed, and product(s) to be provided. 2.9.2 All quotations shall be for a “not to exceed” amount. 2.9.3 As an audit tool, the Contractor(s) shall provide a copy of the most current R.S. Means Bare Cost Data (including any city cost index adjustment) pertaining to all written quotations. 2.10 SUPPLIER MANAGED INVENTORY (CONSIGNMENT): Describe your firm’s ability to provide this service. 2.11 SALES REPORTING: Describe your firm’s ability to provide detailed management reporting by Participating Public Agency. Identify the level(s) (Agency, Division, Department, Individual) of repo rting detail available in the following categories: 2.11.1 Sales Dollars 2.11.2 Sales histories by manufacturer, item description, part number, quantity, NIGP codes 2.11.3 Procurement card (MasterCard or Visa brand) 2.12 BRAND NAMES: The County reserves the right to request samples to determine quality and acceptability of materials bid by Contractor. In some cases, brand names have been listed in order to define the desired quality and are not intended to be restrictive or to limit competition. Materials substantially equivalent to those designated shall qualify for consideration. 2.13 TAX: (SERVICES) No tax shall be levied against labor. It is the responsibility of the Contractor to determine any and all taxes and include the same in proposal price. 2.14 TAX: (COMMODITIES) Tax shall not be levied against commodities. Sales/use tax will be determined by County. Tax will not be used in determining low price. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 14 SERIAL 16154-RFP 2.15 DELIVERY, FREIGHT REQUIREMENTS: 2.15.1 All domestic ground shipments shall be FOB Destination, Freight Prepaid and Included. Any handling fees shall also be included in the pricing. 2.15.2 Should a Participating Public Agency determine that rush shipping or other alternate shipping is required, it shall notify the Contractor. The Contractor shall determine any additional costs associated with such delivery terms and communicate that cost to the Participating Public Agency. 2.15.3 The Proposer shall retain control for carrier selection and payment of freight charges of all goods until received by the requesting Participating Public Agency and the contract coverage completed. The Proposer shall also file all claims for visible or concealed damage. The Participating Public Agency will notify the Proposer of any damaged goods and shall assist the Proposer in arranging for inspection of the goods. 2.15.4 Any requests for local delivery of orders placed at local stores shall be subject to local delivery fees, if applicable. 2.15.5 Shipping and handling fees are allowable to destinations outside the continental U.S. 2.15.6 A packing list or other suitable shipping document shall accompany each shipment and shall include the following: 2.15.6.1 Contract Serial number 2.15.6.2 Contractor’s name and address 2.15.6.3 Participating Public Agency’s name and address 2.15.6.4 Participating Public Agency’s purchase order number 2.15.6.5 A description of product(s) shipped, including item number(s), quantity (ies), number of containers and package number(s), as applicable 3.0 PROCUREMENT REQUIREMENTS: 3.1 SHIPPING TERMS: Bid price(s) and terms shall be F.O.B. Destination at Phoenix, Arizona 85003 . 3.2 OPERATING MANUALS (If required): Upon delivery, Contractor shall provide comprehensive operational manuals, service manuals and schematic diagrams, if required by the Using Agency. 3.3 INSTALLATION: (If required): The Contractor’s price shall include delivery and installation of all equipment in a complete operating condition. 3.4 ACCEPTANCE: (If required): Upon delivery and successful installation, the material(s) shall be deemed accepted and the warranty period shall begin. All documentation shall be completed prior to final acceptance. 3.5 CONTRACTOR EMPLOYEE MANAGEMENT: 3.5.1 Contractor shall endeavor to maintain the personnel proposed in their offer throughout the implementation of the Solution. In the event that Contractor personnel’s employment status changes, Contractor shall provide Count y a list of proposed candidates with equivalent experience with the Solution. County reserves the right to assist in the selection of the replacement candidate. Under no circumstances is it acceptable for the Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 15 SERIAL 16154-RFP implementation schedule to be impacted by a personnel change on the part of the Contractor. 3.5.2 Contractor shall not reassign any provided personnel without the express consent of the County. 3.5.3 County reserves the right to immediately remove from its premises any Contractor personnel it determines is a risk to County operations. 3.5.4 County reserves the right to request the replacement of Contractor personnel at any time, for any reason. 3.6 TRAINING: The Contractor shall provide a minimum of TBD (hours or days) to completely train County personnel in the use and care of the equipment. All training is to take place on-site at Maricopa County. 3.7 WARRANTY: 3.7.1 All items furnished under this Contract shall conform to the requirements of this Contract and shall be free from defects in design, materials and workmanship. 3.7.2 The warranty period for workmanship and materials shall be for an initial period of twelve (12) months and commence upon acceptance by County. 3.7.2.1 The Contractor shall indicate on the Price Sheet the duration of the warranty and any applicable limitations or conditions which may apply. 3.7.2.2 The Contractor agrees that he will, at his own expense, provide all labor and parts required to remove, repair or replace, and reinstall any such defective workmanship and/or materials which becomes or is found to be defective during the term of this warranty. The Contractor shall guarantee the equipment to be supplied complies with all applicable regulations. 3.8 MAINTENANCE: (If required): The Contractor shall provide for maintenance under this Contract upon acceptance of mat erials by the Using Agency. 3.9 FACTORY AUTHORIZED SERVICE AVAILABILITY (if required): The Contractor shall have and maintain a local factory authorized service facility within the Phoenix, Arizona metropolitan area. The facility shall be capable of supplyi ng and installing component parts, troubleshooting, repairing and maintaining the material(s). Minimum service hours shall be from 8:00 A.M. through 5:00 P.M., Arizona Time, Monday through Friday. 3.10 USAGE REPORT: The Contractor shall furnish the County a usage report upon re quest delineating the acquisition activity governed by the Contract. The format of the report shall be approved by the County and shall disclose the quantity and dollar value of each contract item by individual unit. 3.11 BACKGROUND CHECK: Bidders/proposers need to aware that there may be multiple background checks (Sheriff’s Office, County Attorney's Office, Courts as well as Maricopa County general government) to determine if the respondent is acceptable to do business with the County. This applies to (but is not limited to) Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 16 SERIAL 16154-RFP the company, sub-contractors and employees and the failure to pass these checks shall deem the respondent non-responsible. 3.12 INVOICES AND PAYMENTS: 3.12.1 Invoices are required to contain the following information: Company name, address and contact County bill-to name and contact information Building Name and Building Number Contract Serial Number or County purchase order number Maximo (FMD) service call number Invoice number and date Date of service or delivery Description of Purchase (services performed) Pricing per unit of purchase Extended price Arrival and completion time Total Amount Due 3.12.2 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County (ROI ). 3.12.3 Problems regarding billing or invoicing shall be directed to the using agency as listed on the Purchase Order. 3.12.4 Payment shall be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electron ic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site (http://www.maricopa.gov/Finance/Vendors.aspx). 3.12.5 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.13 APPLICABLE TAXES: 3.13.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property pe rformed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor’s invoices. 3.13.2 State and Local Transaction Privilege Taxes: Maricopa County is subject to all applicable state and local transaction privilege taxes. To the extent any state and local transaction privilege taxes apply to sales made under the terms of this contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority. 3.13.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 17 SERIAL 16154-RFP 3.14 TAX: (SERVICES) No tax shall be levied against labor. It is the responsibility of the Contractor to determine any and all taxes and include the same in proposal price. 3.15 TAX (COMMODITIES): Tax shall not be levied against labor. Sales/use tax will be determined by County. Tax will not be used in determining low price. 3.16 POST AWARD MEETING: The Contractor may be required to attend a post-award meeting with the Using Agency to discuss the terms and conditions of this Contract. This meeting will be coordinated by the Procurement Officer of the Contract. 4.0 CONTRACTUAL AND SPECIAL TERMS & CONDITIONS: 4.1 DRAFT CONTRACT SEE EXHIBIT 3 5.0 INSTRUCTIONS TO RESPONDENTS: (Please note that this Section does not become part of any resultant contract.) Bidders and Proposers are solely responsible for submitting bids, proposals, and any modifications or withdrawals, to be received at the time and designated location required by the so licitation (ITN, RFP, ROQ, or any other solicitation notice). Any bid, proposal, modification, or withdrawal received after the designated time is “late” and will rejected and not be evaluated per Paragraph MC1-320 of the Maricopa County Procurement Code. 5.1 SCHEDULE OF EVENTS: Request for Proposals Issued: AUGUST 4, 2016 Pre-Proposal Conference: SEPTEMBER 1, 2016 Deadline for written questions is (2) business days after Pre -Proposal Conference. Questions will not be responded to prior to the Pre-Proposal Conference or after the (2) business day deadline has elapsed. All questions shall be e-mailed to sdahle@mail.maricopa.gov. Answers shall be posted to www.bidsync.com as an addendum. Proposals Opening Date: SEPTEMBER 22, 2016 Deadline for submission of proposals is 2:00 P.M., Arizona Time, on SEPTEMBER 22, 2016. All proposals must be received before 2:00 P.M ., Arizona Time, on the above date at the Maricopa County Office of Procurement Services, 320 West Lincoln Street, Phoenix, Arizona 85003. Proposed review of Proposals and short list decision: NOVEMBER 7, 2016 Proposed Respondent presentations: (if required) NOVEMBER 14, 2016 Proposed selection and negotiation: NOVEMBER 28, 2016 Proposed Best & Final (if required) DECEMBER 5, 2016 Proposed award of Contract: JANUARY 12, 2017 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 18 SERIAL 16154-RFP All responses to this Request for Proposal become the property of Maricopa County and (other than pricing) will be held confidential, to the extent permissible by law. The County will not be held accountable if material from proposal responses is obtained without the written consent of the Respondent by parties other than the County. 5.2 INQUIRIES AND NOTICES: All inquiries concerning information herein shall be addressed to: Maricopa County Office of Procurement Services ATTN: Contract Administration 320 West Lincoln Street Phoenix, Arizona 85003 Administrative telephone inquiries shall be addressed to: Steve Dahle, Strategic Procurement Officer, 602/506-3450 (sdahle@mail.maricopa.gov) Inquiries may be submitted by telephone but must be followed up in writing. No oral communication is binding on Maricopa County. 5.3 INSTRUCTIONS FOR PREPARING AND SUBMITTING PROPOSALS (ALL FLASH DRIVES SHALL BE LABELED WITH PROPOSERS NAME AND RFP NUMBER): Respondents shall provide their proposals in accordance with Section 5.14 as follows: 5.3.1 Two (2) original hardcopy of all proposal documents. 5.3.2 Two (2) flash drive providing all proposal documents in Word, Excel (Attachment A) and then the entire proposal document in PDF format. 5.3.3 Six (6) flash drives providing the entire proposal in PDF format only. 5.3.4 Respondents shall address proposals identified with return address, serial number and title in the following manner: Maricopa County Office of Procurement Services ATTN: Contract Administration 320 West Lincoln Street Phoenix, Arizona 85003 SERIAL 16154– RFP, MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PRODUCTS AND SERVICES (U.S. Communities) 5.3.5 Proposals shall be signed by an owner, partner or corporate official who has been authorized to make such commitments. All prices shall be held firm for a period of one hundred fifty (150) days after the RFP closing date. 5.4 EXCEPTIONS TO THE SOLICITATION: The Respondent shall identify and list all exceptions taken to all sections of 16154–RFP and list these exceptions referencing the section (paragraph) where the exception exists and identify the exceptions and the proposed wording for the Respondent’s exception under the heading, “Exception to the PROPOSAL Solicitation, SERIAL 16154-RFP.” Exceptions that surface elsewhere and that do not also appear under the heading, “Exception s to the PROPOSAL Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 19 SERIAL 16154-RFP Solicitation, SERIAL 16154-RFP,” shall be considered invalid and void and of no contractual significance. The County reserves the right to reject, determine the proposal non-responsive, enter into negotiation on any of the Respondent exceptions, or accept them outright. 5.5 GENERAL CONTENT: 5.5.1 The Proposal should be specific and complete in every detail. It should be practical and provide a straightforward, concise delineation of capabilities to satisfactorily perform the Contract being sought. 5.5.2 The Respondent should not necessarily limit the proposal to the performance of the services in accordance with this Request for Proposal but should outline any additional services and their costs if the Respondent deems them necessary to accomplish the program. 5.6 FORMAT AND CONTENT: To aid in the evaluation, it is desired that all proposals follow the same general format. The proposal hardcopy must be submitted in binders and have sections tabbed as below: (Responses are limited to 200 pages, single sided, 10 point font type). 5.6.1 Table of Contents 5.6.2 Letter of Transmittal (Exhibit 2) 5.6.3 Executive Summary – This section shall contain an outline of the general approach utilized in the proposal. 5.6.4 Proposal – This section should contain a statement of all of the programs and services proposed, including conclusions and generalized recommendations. Proposals should be all-inclusive, detailing respondent’s best offer. 5.6.5 Qualifications – This section shall describe the respondent’s ability and experience related to the programs and services proposed. All project personnel, as applicable, shall be listed including a description of assignments and responsibilities, a resume of professional experience, an estimate of the time each would devote to this program, and other pertinent information. 5.6.6 Proposal exceptions 5.6.7 Redlined Contract (Exhibit 3 based on exceptions in section 5.6.6) 5.6.8 Attachment A (Pricing) 5.6.9 Attachment A-1, Pricing Analysis Workbook 5.6.10 Attachment B (Agreement Page) 5.6.11 Attachment C (References products) 5.6.12 Attachment C-1 (References Services) 5.6.13 Attachment D RETAIL STORES AND WAREHOUSE LOCATIONS 5.6.14 Attachment E SUPPLIER WORKSHEET 5.6.15 Attachment E SUPPLIER INFORMATION Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 20 SERIAL 16154-RFP 5.6.16 Exhibit 7 U.S. COMMUNITIES ADMINISTRATION AGREEMENT, signed, unaltered 5.7 EVALUATION OF PROPOSAL – SELECTION FACTORS: A Proposal Evaluation Committee shall be appointed, chaired by the Procurement Officer to evaluate each Proposal. At the County’s option, Respondents may be invited to make presentations to the Evaluation Committee. Best and Final Offers and/or Negotiations may be conducted, as needed, with the highest rated Respondent(s). Proposals will be evaluated on the following criteria which are listed in descending or equal order of importance. 5.7.1 Firms Qualifications (Including responses to the U.S. Communities Attachment E and Exhibit 7) 5.7.2 Product lines and service proposed 5.7.3 Price NOTE 1: RESPONDENTS ARE REQUIRED TO USE ATTACHED FORMS TO SUBMIT THEIR PROPOSAL. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 21 SERIAL 16154-RFP ATTACHMENT A PRICING SEE EXCEL FILE 16154-ATTACHMENT A PRICING Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 22 SERIAL 16154-RFP ATTACHMENT A-1 PRICING ANALYSIS WORKBOOK SEE EXCEL FILE 16154-ATTACHMENT A-1 PRICING ANALYSIS WORKBOOK Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 23 SERIAL 16154-RFP ATTACHMENT B AGREEMENT Respondent hereby certifies that Respondent has read, understands and agrees that acceptance by Maricopa County of the Respondent’s Offer will create a binding Contract. Respondent agrees to fully comply with all terms and conditions as set forth in the Maricopa County Procurement Code, and amendments thereto, together with the specifications and other documentary for ms herewith made a part of this specific procurement BY SIGNING THIS PAGE THE SUBMITTING RESPONDENT CERTIFIES THAT RESPONDENT HAS REVIEWED THE ADMINISTRATIVE INFORMATION AND STANDARD CONTRACT’S TERMS AND CONDITIONS LOCATED AT http://www.maricopa.gov/procurement AND AGREE TO BE CONTRACTUALLY BOUND TO THEM. RESPONDENT (FIRM) SUBMITTING PROPOSAL FEDERAL TAX ID NUMBER DUNS # PRINTED NAME AND TITLE AUTHORIZED SIGNATURE / ADDRESS TELEPHONE FAX # CITY STATE ZIP DATE WEB SITE EMAIL ADDRESS Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 24 SERIAL 16154-RFP ATTACHMENT C PRODUCTS RESPONDENT’S REFERENCES RESPONDENT SUBMITTING PROPOSAL: 1. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: 2. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: 3. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: 4. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: 5. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 25 SERIAL 16154-RFP ATTACHMENT C-1 SERVICES RESPONDENT’S REFERENCES RESPONDENT SUBMITTING PROPOSAL: 1. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: PROVIDE THE DOLLAR AMOUNT AND A DESCRIPTION OF THE SERVICES PROVIDED: 2. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: PROVIDE THE DOLLAR AMOUNT AND A DESCRIPTION OF THE SERVICES PROVIDED: 3. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: PROVIDE THE DOLLAR AMOUNT AND A DESCRIPTION OF THE SERVICES PROVIDED: Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 26 SERIAL 16154-RFP 4. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: PROVIDE THE DOLLAR AMOUNT AND A DESCRIPTION OF THE SERVICES PROVIDED: 5. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: PROVIDE THE DOLLAR AMOUNT AND A DESCRIPTION OF THE SERVICES PROVIDED: Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 27 SERIAL 16154-RFP ATTACHMENT D RETAIL STORES AND WAREHOUSE LOCATIONS VENDOR NAME: QUANTITY OF RETAIL STORES IN THIS STATE QUANTITY OF WHOLESALE WAREHOUSE(S) IN THIS STATE WAREHOUSE LOCATIONS (CITY) ALABAMA ALASKA ARIZONA ARKANSAS CALIFORNIA COLORADO CONNECTICUT DELAWARE FLORIDA GEORGIA HAWAII IDAHO ILLINOIS INDIANA IOWA KANSAS KENTUCKY LOUISIANA MAINE MARYLAND MASSACHUSETTS Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 28 SERIAL 16154-RFP MICHIGAN MINNESOTA MISSISSIPPI MISSOURI MONTANA NEBRASKA NEVADA NEW HAMPSHIRE NEW JERSEY NEW MEXICO NEW YORK NORTH CAROLINA NORTH DAKOTA OHIO OKLAHOMA OREGON PENNSYLVANIA RHODE ISLAND SOUTH CAROLINA SOUTH DAKOTA TENNESSEE TEXAS UTAH VERMONT VIRGINIA WASHINGTON WEST VIRGINIA WISCONSIN WYOMING Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 29 SERIAL 16154-RFP ATTACHMENT E U.S. COMMUNITIES INFORMATION AND REQUIREMENTS SUPPLIER QUALIFICATIONS COMMITMENTS U.S. COMMUNITIES ADMINISTRATION AGREEMENT INSTRUCTIONS SUPPLIER WORKSHEET NEW SUPPLIER IMPLEMENTATION CHECKLIST SUPPLIER INFORMATION Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 30 SERIAL 16154-RFP SUPPLIER QUALIFICATIONS COMMITMENTS 1.0 SUPPLIERS 1.1 Commitments U.S. Communities views the relationship with an awarded Supplier as an opportunity to provide maximum benefit to both the Participating Public Agencies and to the Supplier. The successful foundation of the partnership requires c ommitments from both U.S. Communities and the Supplier. U.S. Communities requires the Supplier to make the four commitments set forth below (Corporate, Pricing, Economy, Sales) to ensure that Supplier is providing the highest level of public benefit to Participating Public Agencies: 1.2 Corporate Commitment. 1.2.1 The pricing, terms and conditions of the Master Agreement shall, at all times, be Supplier’s primary contractual offering of Products and Services to Public Agencies. All of Supplier’s direct and indirect marketing and sales efforts to Public Agencies shall demonstrate that the Master Agreement is Supplier’s primary offering and not just one of Supplier’s contract options. 1.2.2 Supplier’s sales force (including inside, direct and/or authorized dealers, dis tributors and representatives) shall always present the Master Agreement when marketing Products or Services to Public Agencies. 1.2.3 Supplier shall advise all Public Agencies that are existing customers of Supplier as to the pricing and other value offered through the Master Agreement. 1.2.4 Upon authorization by a Public Agency, Supplier shall transition such Public Agency to the pricing, terms and conditions of the Master Agreement. 1.2.5 Supplier shall ensure that the U.S. Communities program and the Master Agreement are actively supported by Supplier’s senior executive management. 1.2.6 Supplier shall provide a national/senior management level representative with the authority and responsibility to ensure that the Supplier’s Commitments are maintained at all times. Supplier shall also designate a lead referral contact person who shall be responsible for receiving communications from U.S. Communities concerning new Participating Public Agency registrations and for ensuring timely follow-up by Supplier’s staff to requests for contact from Participating Public Agencies. Supplier shall also provide the personnel necessary to implement and support a supplier -based internet web page dedicated to Supplier’s U.S. Communities program and linked to U.S. Communities’ website and shall implement and support such web page. 1.2.7 Supplier shall demonstrate in its procurement solicitation response and throughout the term of the Master Agreement that national/senior management fully supports the U.S. Communities program and its commitments and requirements. National/Senior management is defined as the executive(s) with companywide authority. 1.2.8 Where Supplier has an existing contract for Products and Services with a state, Supplier shall notify the state of the Master Agreement and transition the state to the pricing, terms and conditions of the Master Agreement upon the state’s request. Regardless of whether the state decides to transition to the Master Agreement, Supplier shall primarily offer the Master Agreement to all Public Agencies located within the state. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 31 SERIAL 16154-RFP 1.3 Pricing Commitment. 1.3.1 Supplier represents to U.S. Communities that the pricing offered under the Master Agreement is the lowest overall available pricing (net to purchaser) on Products and Services that it offers to Public Agencies. Supplier’s pricing shall be evaluated on either an overall project basis or the Public Agency’s actual usage for more frequently purchased Products and Services. 1.3.2 Contracts Offering Lower Prices. If a pre-existing contract and/or a Public Agency’s unique buying pattern provide one or more Public Agencies a lower price than that offered under the Master Agreement, Supplier shall match that lower pricing under the Master Agreement and inform the eligible Public Agencies that the lower pricing is available under the Master Agreement. If an eligible Public Agency requests to be transitioned to the Master Agreement, Supplier shall do so and report the Public Agency’s purchases made under the Master Agreement going forward. The price match only applies to the eligible Public Agencies. Below are three examples of Supplier’s obligation to match the pricing under Supplier’s contracts offering lower prices. 1.3.2.1 Supplier holds a state contract with lower pricing that is available to all Public Agencies within the state. Supplier would be required to match the lower state pricing under the Master Agreement and make it available to all Public Agencies within the state. 1.3.2.2 Supplier holds a regional cooperative contract with lower pricing that is available only to the ten cooperative members. Supplier would be required to match the lower cooperative pricing under the Master Agreement and make it available to the ten cooperative members. 1.3.2.3 Supplier holds a contract with an individual Public Agency. The Public Agency contract does not contain any cooperative language and therefore other Public Agencies are not eligible to utilize the contract. Supplier would be required to match the lower pricing under the Master Agreement and make it available only to the individual Public Agency. 1.3.3 Deviating Buying Patterns. Occasionally U.S. Communities and Supplier may interact with a Public Agency that has a buying pattern or terms and conditions that considerably deviate from the normal Public Agency buying pattern and terms and conditi ons, and causes Supplier’s pricing under the Master Agreement to be higher than an alternative contract held by Supplier. This could be created by a unique end -user preference or requirements. In the event that this situation occurs, Supplier may address the issue by lowering the price under the Master Agreement on the item(s) causing the large deviation for that Public Agency. Supplier would not be required to lower the price for other Public Agencies. 1.3.4 Supplier’s Options in Responding to a Third Party Procurement Solicitation. While it is the objective of U.S. Communities to encourage Public Agencies to piggyback on to the Master Agreement rather than issue their own procurement solicitations, U.S. Communities recognizes that for various reasons some P ublic Agencies will issue their own solicitations. The following options are available to Supplier when responding to a Public Agency solicitation: 1.3.4.1 Supplier may opt not to respond to the procurement solicitation. Supplier may make the Master Agreement available to the Public Agency as a comparison to its solicitation responses. 1.3.4.2 Supplier may respond with the pricing, terms and conditions of the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 32 SERIAL 16154-RFP 1.3.4.3 If competitive conditions require pricing lower than the standard Master Agreement pricing, Supplier may submit lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement. Supplier would not be required to extend the lower price to other Public Agencies. 1.3.4.4 Supplier may respond to the procurement solicitation with pricing that is higher (net to buyer) than the pricing offered under the Master Agreement. If awar ded a contract, Supplier shall still be bound by all obligations set forth in this Section 3.3, including, without limitation, the requirement to continue to advise the awarding Public Agency of the pricing, terms and conditions of the Master Agreement. 1.3.4.5 Supplier may respond to the procurement solicitation with pricing that is higher (net to buyer) than the pricing offered under the Master Agreement and if an alternative response is permitted, Supplier may offer the pricing under the Master Agreement as an alternative for consideration. 1.3.5 Economy Commitment. Supplier shall demonstrate the benefits, including the pricing advantage, of the Master Agreement over alternative options, including competitive solicitation pricing and shall proactively offer the terms and pricing under the Master Agreement to Public Agencies as a more effective alternative to the cost and time associated with such alternate bids and solicitations. 1.3.6 Sales Commitment. Supplier shall market the Master Agreement through Supplier’s sales force or dealer network that is properly trained, engaged and committed to offering the Master Agreement as Supplier’s primary offering to Public Agencies. Supplier’s sales force compensation and incentives shall be greater than or equal to the compensation and incentives earned under other contracts to Public Agencies. 1.3.6.1 Supplier Sales. Supplier shall be responsible for proactive direct sales of Supplier’s Products and Services to Public Agencies and the timely follow-up to sales leads identified by U.S. Communities. Use of product catalogs, targeted advertising, direct mail and other sales initiatives are encouraged. All of Supplier’s sales materials targeted towards Public Agencies shall include the U.S. Communities logo. U.S. Communities hereby grant s to Supplier, during the term of this Agreement, a non-exclusive, revocable, non-transferable, license to use the U.S. Communities name, trademark, and logo solely to perform its obligations under this Agreement, and for no other purpose. Any goodwill, rights, or benefits derived from Supplier's use of the U.S. Communities name, trademark, or logo shall inure to the benefit of U.S. Communities. U.S. Communities shall provide Supplier with its logo and the standards to be employed in the use of the logo. During the term of the Agreement, the Supplier shall provide U.S. Communities with its logo and the standards to be employed in the use of the logo for purposes of reproducing and using Supplier’s name and logo in connection with the advertising, marketing and promotion of the Master Agreement to Public Agencies. Supplier shall assist U.S. Communities by providing camera-ready logos and by participating in related trade shows and conferences. At a minimum, Supplier's sales initiatives shall communicate that (i) the Master Agreement was competitively solicited by the Lead Public Agency, (ii) the Master Agreement provides the best government pricing, (iii) there is no cost to Participating Public Agencies, and (iv) the Master Agreement is a non-exclusive contract. 1.3.6.2 Branding and Logo Compliance. Supplier shall be responsible for complying with the U.S. Communities branding and logo standards and guidelines. Prior to use by Supplier, all U.S. Communities related marketing material must be submitted to U.S. Communities for review and approval. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 33 SERIAL 16154-RFP 1.3.6.3 Sales Force Training. Supplier shall train its national sales force on the Master Agreement and U.S. Communities program. U.S. Communities shall be available to train regional or district managers and generally assist with the education of sales personnel. 1.3.7 Participating Public Agency Access. Supplier shall establish the following communication links to facilitate customer access and communication: 1.3.7.1 A dedicated U.S. Communities internet web-based homepage containing: (1) U.S. Communities standard logo with Founding Co -Sponsors logos; (2) Copy of original procurement solicitation; (3) Copy of Master Agreement including any amendments; (4) Summary of Products and Services pricing; (5) Electronic link to U.S. Communities’ online registration page; and (6) Other promotional material as requested by U.S. Communities. 1.3.7.2 A dedicated toll-free national hotline for inquiries regarding U.S. Communities. 1.3.7.3 A dedicated email address for general inquiries in the following format: uscommunities@(name of supplier).com. 1.3.8 Electronic Registration. Supplier shall be responsible for ensuring that each Public Agency has completed U.S. Communities’ online registration process prior to processing the Public Agency’s first sales order. 1.3.9 Supplier’s Performance Review. Upon request by U.S. Communities, Supplier shall participate in a performance review meeting with U.S. Communities to evaluate Supplier’s performance of the covenants set forth in this Agreement. 1.3.10 Supplier Content. Supplier may, from time to time, provide certain graphics, media, and other content to U.S. Communities (collectively "Supplier Content") for use on U.S. Communities websites and for general marketing and publicity purposes. During the term of the Agreement, Supplier hereby grants to U.S. Communities and its affiliates a non-exclusive, worldwide, free, transferrable, license to reproduce, modify, distribute, publically perform, publically display, and use Supplier Content in connection with U.S. Communities websites and for general marketing and publicity purposes, with the right to sublicense each and every such right. Supplier warrants that: (a) Supplier is the owner of or otherwise has the unrestricted right to grant the rights in and to Supplier Content as contemplated hereunder; and (b) the use of Supplier Content and any other materials or services provided to U.S. Communities as contemplated hereunder will not violate, infringe, or misappropriate the intellectual property rights or other rights of any third party. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 34 SERIAL 16154-RFP U.S. COMMUNITIES ADMINISTRATION AGREEMENT INFORMATION The Agreement outlines the Supplier’s general duties and responsibilities in implementing the U.S. Communities contract. The Supplier is required to execute the U.S. Communities Administration Agreement unaltered (attached hereto as Exhibit 7) and submit with the supplier’s proposal without exception or alteration. Failure to do so will result in disqualification. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 35 SERIAL 16154-RFP SUPPLIER WORKSHEET FOR NATIONAL PROGRAM CONSIDERATION Suppliers are required to meet specific qualifications. Please respond in the spaces provided after each qualification statement below: A. State if pricing for all Products/Services offered will be the most competitive pricing offered by your organization to Participating Public Agencies nationally. YES____ NO____ B. Does your company have the ability to provide service to any Participating Public Agencies in the contiguous 48 states, and the ability to deliver service in Alaska and Hawaii? YES____ *NO____ (*If no, identify the states where you have the ability to provide service to Participating Public Agencies.) C. Does your company have a national sales force, dealer network or distributor with the ability to call on Participating Public Agencies in at least 35 U.S. states? YES____ *NO____ (*If no, identify the states where you have the ability to call on Participating Public Agencies.) D. Check which applies for your company sales last year in the United States: _____ Sales between $0 and $25,000,000 _____ Sales between $25,000,001 and $50,000,000 _____ Sales between $50,000,001 and $100,000,000 _____ Sales greater than $100,000,001 E. Does your company have existing capacity to provide electronic and ecommerce ordering and billing? YES____ NO____ F. Will your company assign a dedicated Senior Management level Account Manager to support the resulting U.S. Communities program contract? YES____ NO____ G. Does your company agree to respond to all agency referrals from U.S. Communities within 2 business days? YES____ NO____ H. Does your company maintain records of your overall Participating Public Agencies’ sales that you can and will share with U.S. Communities to monitor program implementation progress? YES____ NO____ I. Will your company commit to the following program implementation schedule? YES____ NO____ J. Will the U.S. Communities program contract be your lead public offering to Participating Public Agencies? YES____ NO_____ ______________________________________________________________________________ Submitted by: ________________________________ ___________________________________ (Printed Name) (Signature) ________________________________ ___________________________________ (Title) (Date) Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 36 SERIAL 16154-RFP New Supplier Implementation Checklist Target Completion After Award 1. First Conference Call One Week Initial Kick Off Call to discuss expectations Establish initial contact people & roles/responsibilities Supplier Log-In Credentials established 2. Executed Legal Documents One Week U.S. Communities Admin Agreement Lead Public Agency Agreement signed 3. Program Contact Requirements One Week Supplier contacts communicated to U.S. Communities Staff Dedicated email Dedicated toll free number Dedicated fax number 4. Second Conference Call Two Weeks Set Contract Launch Date & Outline Kick Off Plan Establish WebEx Training Dates Review Contract Commitments Complete Supplier Set Up Form Complete User Account and User ID Form Identify Dates for Senior Management Meeting 5. Marketing Kick Off Call Two Weeks Overview of Marketing Requirements Establish Timeline for Marketing Deliverables Set Weekly Marketing Call 6. Initial NAM & Staff Training Meetings Three Weeks Discuss expectations, roles & responsibilities Introduce and review web-based tools Review process & expectations of Lead Referral contact with NAM & identified LRC 7. Senior Management Meeting Four Weeks Implementation Process Progress Report U.S. Communities & Vendor Organizational Overview Supplier Manager to review & further discuss commitments 8. Review Top Joint Target Opportunities Five Weeks Top 10 Local Contracts Review top U.S. Communities PPA's 9. Web Development Initiate IT contact Two Weeks Initiate E-Commerce Conversation Two Weeks Product Upload to U.S. Communities site Five Weeks 10. Sales Training & Roll Out Program Manager briefing - Coordinate with NAM Five Weeks Initial remote WebEx training for all sales - Coordinate with NAM Four Weeks Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 37 SERIAL 16154-RFP Initiate contact with Advisory Board (AB) members Six Weeks Determine PM & Local Metro teams strategy sessions Six Weeks Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 38 SERIAL 16154-RFP SUPPLIER INFORMATION Please respond to the following requests for information about your company: National Commitments Proposer shall provide a written narrative of its understanding and acceptance of the Supplier Qualifications Commitments in Attachment E. Company 1. Provide the total number and location of sales persons employed by your company in the United States. Example: NUMBER OF SALES REPRESENTATIVES CITY STATE 13 Phoenix AZ 6 Tucson AZ 10 Los Angeles CA 12 San Francisco CA 6 San Diego CA 5 Sacramento CA 3 Fresno CA Etc.Etc. Total: 366 2. Describe how the above sales persons would be utilized in selling this contract, including the time commitment each sales person will devote to selling this contract. 3. Provide the company annual sales for 2013, 2014 and 2015 in the United States; Sales reporting should be segmented into the following categories: Segment 2013 Sales 2014 Sales 2015 Sales Cities Counties K-12 (Pubic/Private) Higher Education (Public/Private) States Other Public Sector and Nonprofits Federal Private Sector Total Supplier Sales SUPPLIER ANNUAL SALES IN THE UNITED STATE FOR 2013, 2014, AND 2015 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 39 SERIAL 16154-RFP 4. Provide annual sales for 2013, 2014 and 2015 in the United States for the proposed Products and/or Services; Sales reporting should be segmented into the following categories: Segment 2013 Sales 2014 Sales 2015 Sales Cities Counties K-12 (Pubic/Private) Higher Education (Public/Private) States Other Public Sector and Nonprofits Federal Private Sector Total Supplier Sales SUPPLIER ANNUAL SALES IN THE UNITED STATE FOR 2013, 2014, AND 2015 5. Submit your current Federal Identification Number and latest Dun & Bradstreet report. 6. Provide a list with contact information of your company’s ten largest public agency customers. Distribution 1. Describe how your company proposes to distribute the Products nationwide. 2. Identify all other companies that will be involved in processing, handling or shipping the Product to the end user. 3. State the effectiveness of the proposed distribution in providing the lowest cost to the end user. 4. Provide the number, size and location of your company’s distribution facilities, warehouses and retail network as applicable. 5. Provide the number and location of support centers (if applicable). 6. If applicable, describe your company’s ability to do business with manufacturer/dealer/distribution organizations that are either small or MWBE businesses as defined by the Small Business Administration. a. If applicable, describe other ways your company can be sensitive to a Participating Public Agency’s desire to utilize local and/or MWBE companies, such as number of local employees and offices in a particular geographic area, companies your firm is using that may be local (i.e. local delivery truck company), your company’s diversity of owner employees, etc. b. If applicable, provide details on any products or services being offered by your company where the manufacturer or service provider is either a small or MWBE business as defined by the Small Business Administration. Provide product/service name, company name and small/MWBE designation. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 40 SERIAL 16154-RFP Marketing 1. Outline your company’s plan for marketing the Products to state and local government agencies nationwide. 2. Explain how your company will educate its national sales force about the Master Agreement. 3. Explain how your company will market and transition the Master Agreement into the primary offering to Participating Public Agencies. 4. Explain how your company plans to market the Master Agreement to existing government customers and transition these customers to the Master Agreement. Please provide the amount of purchases of existing public agency clients that your company will transition to the U.S. Communities contract for the initial three years of the contract in the following format within your proposal. a. $________.00 will be transitioned in year one. b. $________.00 will be transitioned in year two. c. $________.00 will be transitioned in year three. National Staffing Plan 1. A staffing plan is required which describes the Offeror’s proposed staff distribution to implement and manage this contract throughout the term of the contract. At a minimum, this plan should include the following: a. Identify the key personnel who will lead and support the implementation period of the contract outlined in Attachment E, New Supplier Implementation Checklist, along with the amount of time to be devoted to implementation; b. Identify the key personnel who are to be engaged in this contract throughout the term of the contract and their relationship to the contracting organization; c. Provide a chart that shows 1) the time commitment of each professional staff member that will be devoted to the contract, 2) each member’s role in maintaining and growing the contract; and 3) a timeline of each member’s involvement throughout the contract. 2. Provide an organizational chart of your company. 3. Submit the resumes of the below personnel: a. The person your company proposes to serve as the National Accounts Manager, b. Each person that will be dedicated full time to U.S. Communities account management, and c. Key executive personnel that will be supporting the program. Products 1. Provide a description of the Products to be provided by the major product category set forth in Section 2.0, Scope of Work. The primary objective is for each Supplier to provide a complete range of products so that Participating Public Agencies may order a range of product as appropriate for their needs. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 41 SERIAL 16154-RFP 2. State your normal delivery time (in days) and any options for expediting delivery. 3. State backorder policy. Do you fill or kill order and require Participating Public Agency to reorder if item is backordered? 4. State your company’s return policies, restocking fees, and procedures for returning products. 5. Describe any special programs that your company offers that will improve customers’ ability to access Products, on-time delivery or other innovative strategies. 6. Describe the capacity of your company to broaden the scope of the contract and keep the product offerings current and ensure that latest products, standards and technology for Maintenance, Repair, Operating Supplies, Industrial Supplies, and Related Services. Services 1. Provide a description of the Services to be provided in Section 2.0, Scope of Work. The primary objective is for each Supplier to provide a complete range of services so that Participating Public Agencies may order a range of product as appropriate for their needs. 2. List the states where the Supplier is licensed to do business. 3. Describe those services that are performed by your company versus those that are performed by subcontractors. 4. Describe the process and requirements of qualifying in-house personnel and subcontractors who will be performing services for your company. Include details on the types of background screening performed and any other required qualifications. 5. Describe your ongoing quality control processes to ensure qualified in-house personnel and subcontractors. Quality 1. Describe your company’s quality control processes. 2. Describe your problem escalation process. 3. How are customer complaints measured and categorized? What processes are in place to know that a problem has been resolved? 4. Describe and provide any product or service warranties. Administration 1. Describe your company’s capacity to employ telephone, ecommerce, etc., with a specific proposal for processing orders under the Master Agreement. 2. State which forms of ordering allow the use of a procurement card and the accepted banking (credit card) affiliation. 3. Describe your company’s internal management system for processing orders from point of customer contact through delivery and billing. Please state if you use a single system or platform for all phases of ordering, processing, delivery and billing. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 42 SERIAL 16154-RFP 4. Describe your company’s ecommerce capabilities: a. Include details about your company’s ability to create punch out sites and accept orders electronically (cXML, OCI, etc.). b. Provide detail on where your company has integrated with a pubic agency’s ERP (Oracle, Infor Lawson, SAP, etc.) system in the past and include some details about the resources you have in place to support these integrations. List, by ERP provider, the following information: name of public agency, ERP system used, “go live” date, net sales per calendar year since “go live”, and percentage of agency sales being processed through this connection. 5. Describe any existing multi-state cooperative purchasing programs, including the entity’s name(s), contact person(s), contact information, annual volume, and contract term date. 6. Describe the capacity of your company to report monthly sales under the Master Agreement by Participating Public Agency within each U.S. state. 7. Describe the capacity of your company to provide management reports, i.e. commodity histories, procurement card histories, green spend, etc. for each Participating Public Agency. 8. Please provide any suggested improvements and alternatives for doing business with your company that will make this arrangement more cost effective for your company and Participating Public Agencies. Environmental 1. Provide a brief description of any company’s environmental initiatives, including your company’s environmental policies and/or strategies, your investments in being an environmentally preferable product leader, and any resources dedicated to your environmental strategy, including staff. 2. Describe your company’s process for defining, verifying, and labeling green/sustainable products and services in your offering. Explain how you help public agencies navigate toward the green products in your offering through website filters, keyword searches, displaying eco-logos, etc. 3. If applicable, list products in your offering that have any third-party environmental certifications, such as: a. Biodegradable Products Institute (e.g., compostable bags, food service ware, etc.) b. Consortium for Energy Efficiency (lamps) c. Cradle to Cradle (e.g., building materials, construction adhesives, paint) d. Design Lights Consortium (e.g., LED lighting equipment) e. ENERGY STAR (e.g., appliances, HVAC and lighting equipment) f. Green Seal (e.g., cleaners, hand soap, janitorial paper products, paint) g. Master Painters Institute (MPI) Green Performance Standard (paints and coatings) h. NEMA Premium Efficiency (e.g., motors, ballasts) i. Scientific Certification Systems (SCS) FloorScore (e.g., carpet, flooring, flooring adhesives, underlayment, etc.) j. Scientific Certification Systems (SCS) Indoor Advantage (building materials, furniture, etc.) k. UL GREENGUARD (adhesives, flooring, insulation, sealants, etc.); l. UL EcoLogo (cleaners, deodorizers, hand soaps and sanitizers, floor polish and strippers, etc.) m. USDA Biobased (lubricants, building materials, etc.) Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 43 SERIAL 16154-RFP n. US EPA Safer Choice (cleaners, hand soaps, deicers, floor maintenance chemicals) o. WaterSense (water efficient fixtures, toilets, etc.) 4. If applicable, does your company have a chemicals policy? Do you restrict any chemicals of concern in your products beyond what is required by federal and state laws? Does your company label products that are on the California Prop 65 list of chemicals that are known to the State of California to cause cancer, birth defects or other reproductive harm? 5. Does your company label any products in your offering that are free of chemicals of concern, such as mercury, lead, PVC (vinyl), phthalates, flame retardants, neonic pesticides, etc. If yes, describe what you do in this area. 6. Does your company provide links to products’ SDS/MSDS sheets and/or Health Product Declaration or Environmental Product Declaration Forms? 7. Describe your company’s recycling services. Describe any buy back or take back options offered for products sold on this contract such as batteries, mercury-containing equipment, paint, chemicals, etc. Describe your company’s efforts to reduce or reuse packaging (or avoid difficult- to-recycle packaging such as polystyrene foam) and minimize the environmental footprint in the shipping process. 8. What percentage of your offering is environmentally preferable and what are your plans to improve this offering? Financial Statements The Supplier shall include an audited income statement and balance sheet from the most recent reporting period in its proposal. Additional Information Please use this opportunity to describe any/all other features, advantages and benefits of your organization that you feel will provide additional value and benefit to a Participating Public Agency. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 44 SERIAL 16154-RFP EXHIBIT 1 VENDOR REGISTRATION PROCEDURES BidSync.com Registration is FREE and REQUIRED for all vendors. Register On-line at https://www.bidsync.com Select Free Registration. Upon completion of your on-line registration, you are responsible for updating any changes to your information. Please retain your Login ID and Password for future use. For assistance, please contact BidSync Vendor Support Department via phone or email, during regular business hours: 1 - 800-990-9339 or agencysupport@BidSync.com Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 45 SERIAL 16154-RFP EXHIBIT 2 SAMPLE TRANSMITTAL LETTER (To be typed on the letterhead of Offeror) Maricopa County Office of Procurement Services 320 West Lincoln Street Phoenix, Arizona 85003-2494 Re: RFP Number – 16154-RFP To Whom It May Concern: (NAME OF COMPANY) (Herein referred to as the "RESPONDENT"), hereby submits its response to your Request for Proposal dated , and agrees to perform as proposed in their proposal, if awarded the contract. The Respondent shall thereupon be contractually obligated to carry out its responsibilities respecting the services proposed. Kindly advise this in writing on or before if you should desire to accept this proposal. Very truly yours, _______________________________ NAME (please print) _______________________________ SIGNATURE _______________________________ TITLE (please print) Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 46 SERIAL 16154-RFP EXHIBIT 3 DRAFT CONTRACT SEE WORD DOCUMENT 16154-EXHIBIT 3 DRAFT CONTRACT Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 47 SERIAL 16154-RFP EXHIBIT 4 INSURANCE CERTIFICATE EXAMPLE Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 48 SERIAL 16154-RFP EXHIBIT 5 MARICOPA COUNTY FACILITIES MANAGEMENT REQUIREMENTS 1.0 HOURS OF SERVICE: 1.1 REGULAR HOURS are between 6:00 AM and 6:00 PM, Monday through Friday, excluding County holidays. 1.2 AFTER HOURS is after 6:00 PM and prior to 6:00 AM, Monday through Friday. 1.3 WEEKENDS are anytime Saturday or Sunday. 1.4 HOLIDAYS are County Holidays (See County holiday schedule attachment). 1.5 Services shall be available 24 hours per day, 7 days per week, 365 days per year. 1.6 Contractor shall provide 24 hours per day, 7 days per week, 365 days per year telephone access, and respond to a call for services within thirty (30) minutes of receipt. 2.0 RESPONSE TIMES: 2.1 During REGULAR HOURS, AFTER HOURS, WEEKEND or HOLIDAYs, Contractor shall respond on-site within four (4) hours of receipt of a service request. 2.2 If the request is designated by the County as an EMERGENCY, the contractor shall respond on - site within two (2) hours of receipt of a service request regardless of the time of day, WEEKEND or HOLIDAY. 3.0 TRIP CHARGE: Trip charges are permitted when time and material work is requested at the following sites only: 3.1 MCSO Lake Aid Stations (Apache, Bartlett, Blue Point, Canyon and Saguaro) 3.2 County offices located in Gila Bend, AZ 3.3 County offices located in Buckeye, AZ 3.4 County offices located in Aguila, AZ 3.5 Only one trip charge may be charged per service call. 3.6 If the contractor arrives onsite and is unable to locate a Coun ty representative familiar with the work or unable to gain access to the work site, the Contractor may only bill for a trip charge (maximum one time daily trip charge not to exceed $50.00). The Contractor is not authorized to incur nor will the County accepting billing for any labor charges. 4.0 CONTRACTOR REQUIREMENTS: 4.1 Contractor(s) shall supply all labor, supervision, materials, tools, equipment, and effort necessary to perform the Scope of Work presented. 4.2 The Contractor’s service truck fleet and/or warehouse shall carry sufficient supply of repair parts and equipment to perform services per Scope of Work presented. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 49 SERIAL 16154-RFP 4.3 The Contractor agrees to utilize only experienced, responsible and capable people in the performance of the work. 4.4 All employees of the Contractor shall wear a company uniform identified with the company name consisting of a minimum of one of the following: 4.4.1 Shirt/blouse 4.4.2 Vest 4.4.3 Cap 4.5 No one except authorized employees of the Contractor is allowed on the premises of Maricopa County. Contractor’s employees are NOT to be accompanied in their work area by acquaintances, family members, assistants, or any other person unless said person is an authorized employee of the Contractor. 4.6 The Contractor shall perform the work in a way to minimize disruption to the no rmal operation of building occupants. Upon completion of work the Contractor shall clean and remove from the job site all debris, materials and equipment associated with the work performed. 4.7 Contractor shall adhere to all regulations, rules, ordinances, and standards set by Federal, State, County, and Municipal governments pertaining to safety on the job site. 5.0 BUILDING SECURITY (KEYS): 5.1 The Contractor may be provided keys to required County Facilities at the discretion of FMD. Keys may be acquired by: 5.2 The Contractor being provided permanent key(s), wherein the Contractor verifies receipt of and accepts responsibility for keys. The keys must be returned at the completion of the work or at the direction of FMD. Keys not returned may cause the County to re-key the ENTIRE building or locations that the set of keys opened with the cost being borne by the Contractor. 5.3 In lieu of or in addition to keys, the Contractor may be provided card access badges at the discretion of FMD. 5.4 The Contractor shall notify FMD wit hin twenty-four (24) hours if any keys are lost, misplaced, stolen or otherwise not within the Contractor’s control. 5.5 Once the Purchase Order is complete, expired, or terminated the Contractor shall immediately return all badges and keys to FMD. 6.0 SALVAGE: Salvage rights shall be evaluated on a project by project basis by the County and shall be determined prior to incorporation in the contractor’s bid price. Salvage rights automatically apply for all work if in the best interest to the County. Salvageable materials without pre-approved contractor salvage rights shall be securely stored and are not to be transported off the site without written permission from Maricopa County. If contractor is given salvage rights, salvageable materials shall be removed dail y. No on site storage of contractor’s salvaged materials will be permitted. 7.0 INVOICES AND PAYMENTS: Invoices are required to contain the following information and should be e-mailed to FMD- ACCOUNTSPAYABLE@MAIL.MARICOPA.GOV. If invoices cannot be e-mailed, U.S. Mail is Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 50 SERIAL 16154-RFP acceptable to Maricopa County Facilities Management, Accounts Payable, 401W. Jefferson, Phoenix, Arizona 85003. 7.1 Company name, address and contact information 7.2 County bill-to name and contact/requestor information 7.3 Building Name and Building Number 7.4 Contract Serial Number or 7.5 County purchase order number 7.6 Maximo (FMD) service call number 7.7 Invoice number and date 7.8 Date of service or delivery 7.9 Description of Purchase (services performed) 7.10 Labor breakdown: rate per hour x no. of hours by personnel type (time & materials) 7.11 Material breakdown: itemized parts list to contain unit price x quantity, in dicating mark-ups as contracted (time & materials) 7.12 Arrival and completion time 7.13 Total Amount Due with tax amounts separated. Must also clearly indicate the tax rate being applied 7.14 Payment Terms: For Time & Material work, Contractor(s) must provide, all equipment, expendable shop supplies (rags, cleaners, solvents, gasses, etc.), miscellaneous parts (scre ws, bolts nuts, small items etc.), tools, etc. necessary to perform all the required services. Only if applicable, contractor(s) are allowed a one-time Misc. Shop fee charge of up to $25.00 per work order to cover these type of expenses. Anything beyond the $25 limit, will be provided at the contractor’s own expense. 8.0 CONTRACTOR EMPLOYEE BACKGROUND CHECK: A background check is required for all Contractor employees providing services to the County. The cost of this service shall be incurred by the County. No Contractor employee may access County property without approval of FMD. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 51 SERIAL 16154-RFP EXHIBIT 6 MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT This Master Intergovernmental Cooperative Purchasing Agreement (“Agreement”) is made between certain governme nt agencies that execute a Lead Public Agency Certificate (collectively, “Lead Public Agencies”) to be appended and made a part hereof and other government agencies (“Participating Public Agencies”) that agree to the terms and conditions hereof through the U.S. Communities registration process and made a part hereof. RECITALS WHEREAS, after a competitive solicitation and selection process by Lead Public Agencies, in compliance with their own policies, procedures, rules and regulations, a number of supplie rs (each, a “Contract Supplier”) have entered into Master Agreements with Lead Public Agencies to provide a variety of goods, products and services based on national and international volumes (herein “Products and Services”); WHEREAS, Master Agreements are made available by Lead Public Agencies through U.S. Communities and provide that Participating Public Agencies may purchase Products and Services on the same terms, conditions and pricing as the Lead Public Agency, subject to any applicable local purchasing ordinances and the laws of the State of purchase; WHEREAS, the parties desire to comply with the requirements and formalities of any intergovernmental cooperative act, if applicable, to the laws of the State of purchase; WHEREAS, the parties hereto desire to conserve resources and reduce procurement cost; WHEREAS, the parties hereto desire to improve the efficiency, effectiveness and economy of the procurement of necessary Products and Services; NOW, THEREFORE, in consideration of the mutual promis es contained in this Agreement, and of the mutual benefits to result, the parties agree as follows: 1. That each party will facilitate the cooperative procurement of Products and Services. 2. That the procurement of Products and Services subject to this Agreem ent shall be conducted in accordance with and subject to the relevant statutes, ordinances, rules and regulations that govern each party’s procurement practices. 3. That the cooperative use of solicitations obtained by a party to this Agreement shall be in accordance with the terms and conditions of the solicitation, except as modification of those terms and conditions is otherwise allowed or required by applicable law. 4. That the Lead Public Agencies will make available, upon reasonable request and subject t o convenience, information which may assist in improving the effectiveness, efficiency and economy of Participating Public Agencies’ procurement of Products and Services. 5. That the Participating Public Agency will make timely payments to the Contract Suppl ier for Products and Services received in accordance with the terms and conditions of the procurement. Payment, inspections and acceptance of Products and Services ordered by the Participating Public Agency shall be the exclusive obligation of such Partic ipating Public Agency. Disputes between the Participating Public Agency and Contract Supplier are to be resolved in accord with the law and venue rules of the State of purchase. 6. The Participating Public Agency shall not use this Agreement as a method for obtaining additional concessions or reduced prices for similar products or services. 7. The Participating Public Agency is solely responsible for ordering, accepting, and paying and any other action, inaction or decision regarding the Products and Services obtained under this Agreement. A Lead Public Agency shall not be liable in any manner for any action or inaction or decisions taken by a Participating Public Agency. The Participating Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 52 SERIAL 16154-RFP Public Agency shall, to the extent permitted by applicable law, hold the Lead Public Agency harmless from any liability that may arise from action or inaction of the Participating Public Agency. 8. The exercise of any rights or remedies by the Participating Public Agency shall be the exclusive obligation of such Participating Public Agency. 9. This Agreement shall remain in effect until termination by a party giving thirty (30) days prior written notice to U.S. Communities at 2999 Oak Road, Suite 710, Walnut Creek, CA 94597. 10. This Agreement shall become effective after execution of the Lead Public Agency Certificate or Participating Public Agency registration, as applicable. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 53 SERIAL 16154-RFP EXHIBIT 7 ADMINISTRATION AGREEMENT This ADMINISTRATION AGREEMENT (“Agreement”) is made as of ________________, by and between U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE (“U.S. Communities”) and _______________________ (“Supplier”). RECITALS WHEREAS, (“Lead Public Agency”) has entered into a certain Master Agreement dated as of even date herewith, referenced as Agreement No. _______, by and between Lead Public Agency and Supplier (as amended from time to time in accordance with the terms thereof, the “Master Agreement”) for the purchase of ___________________ (the “Products and Services”); WHEREAS, the Master Agreement provides that any state, county, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution (including community colleges, colleges and universities, both public and private), other government ag ency or nonprofit organization (each a “Public Agency” and collectively, “Public Agencies”) may purchase Products and Services at the prices indicated in the Master Agreement upon prior registration with U.S. Communities, in which case the Public Agency becomes a “Participating Public Agency”; WHEREAS, U.S. Communities has the administrative and legal capacity to administer purchases under the Master Agreement to Participating Public Agencies; WHEREAS, U.S. Communities serves as the administrative agent for Lead Public Agency and other lead public agencies in connection with other master agreements offered by U.S. Communities; WHEREAS, Lead Public Agency desires U.S. Communities to proceed with administration of the Master Agreement on the same basis as other master agreements; WHEREAS, “U.S. Communities Government Purchasing Alliance” is a trade name licensed by U.S. Communities Purchasing & Finance Agency; and WHEREAS, U.S. Communities and Supplier desire to enter into this Agreement to make avai lable the Master Agreement to Participating Public Agencies. NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, U.S. Communities and Supplier hereby agree as follows: ARTICLE I GENERAL TERMS AND CONDITIONS 1.1 The Master Agreement, attached hereto as Exhibit A and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. 1.2 U.S. Communities shall be afforded all of the rights, privileges and indemnifications afforded to Lead Public Agency under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to U.S. Communities under this Agreement including, without limitation, Supplier’s obligation to provide insurance and certain indemnifications to Lead Public Agency. 1.3 Supplier shall perform all duties, responsibilities and obligat ions required under the Master Agreement in the time and manner specified by the Master Agreement. 1.4 U.S. Communities shall perform all of its duties, responsibilities and obligations as administrator of purchases under the Master Agreement as set forth herein, and Supplier acknowledges that U.S. Communities shall act in the capacity of administrator of purchases under the Master Agreement. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 54 SERIAL 16154-RFP 1.5 With respect to any purchases made by Lead Public Agency or any Participating Public Agency pursuant to the Master Agreement, U.S. Communities (a) shall not be construed as a dealer, re-marketer, representative, partner, or agent of any type of Supplier, Lead Public Agency or such Participating Public Agency, (b) shall not be obligated, liable or responsible (i) for any orders made by Lead Public Agency, any Participating Public Agency or any employee of Lead Public Agency or a Participating Public Agency under the Master Agreement, or (ii) for any payments required to be made with respect to such order, and (c) shall not be obligated, liable or responsible for any failure by a Participating Public Agency to (i) comply with procedures or requirements of applicable law, or (ii) obtain the due authorization and approval necessary to purchase under the Master Agreement. U.S. Communities makes no representations or guaranties with respect to any minimum purchases required to be made by Lead Public Agency, any Participating Public Agency, or any employee of Lead Public Agency or a Participating Public Agency under this Agreement or the Master Agreement. ARTICLE II TERM OF AGREEMENT 2.1 This Agreement is effective as of ____________________ and shall terminate upon termination of the Master Agreement or any earlier termination in accordance with the terms of this Ag reement, provided, however, that the obligation to pay all amounts owed by Supplier to U.S. Communities through the termination of this Agreement and all indemnifications afforded by Supplier to U.S. Communities shall survive the term of this Agreement. ARTICLE III REPRESENTATIONS AND COVENANTS 3.1 U.S. Communities views the relationship with Supplier as an opportunity to provide benefits to both Public Agencies and Supplier. The successful foundation of the relationship requires certain representation s and covenants from both U.S. Communities and Supplier. 3.2 U.S. Communities’ Representations and Covenants. (a) Marketing. U.S. Communities shall proactively market the Master Agreement to Public Agencies using resources such as a network of majo r sponsors including the National League of Cities (NLC), National Association of Counties (NACo), United States Conference of Mayors (USCM), and the Association of School Business Officials (ASBO) (collectively, the “Founding Co-Sponsors”) and individual state-level sponsors. In addition, the U.S. Communities staff shall enhance Supplier’s marketing efforts through meetings with Public Agencies, participation in key events and tradeshows and by providing online tools to Supplier’s sales force. (b) Training and Knowledge Management Support. U.S. Communities shall provide support for the education, training and engagement of Supplier’s sales force as provided herein. Through its staff (each, a “Program Manager” and collectively, the “Program Managers”), U.S. Communities shall conduct training sessions with Supplier and shall conduct calls jointly with Supplier to Public Agencies. U.S. Communities shall also provide Supplier with access to U.S. Communities’ private intranet website which provides present ations, documents and information to assist Supplier’s sales force in effectively promoting the Master Agreement. 3.3 Supplier’s Representations and Covenants. Supplier hereby represents and covenants as follows in order to ensure that Supplier is pro viding the highest level of public benefit to Participating Public Agencies (such representations and covenants are sometimes referred to as “Supplier’s Commitments” and are comprised of the Corporate Commitment, Pricing Commitment, Economy Commitment and Sales Commitment): (a) Corporate Commitment. (i) The pricing, terms and conditions of the Master Agreement shall, at all times, be Supplier’s primary contractual offering of Products and Services to Public Agencies. All of Supplier’s direct and indirect marketing and sales efforts to Public Agencies shall demonstrate that the Master Agreement is Supplier’s primary offering and not just one of Supplier’s contract options. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 55 SERIAL 16154-RFP (ii) Supplier’s sales force (including inside, direct and/or authorized dealers, distributors and representatives) shall always present the Master Agreement when marketing Products or Services to Public Agencies. (iii) Supplier shall advise all Public Agencies that are existing customers of Supplier as to the pricing and other value offered through the Master Agreement. (iv) Upon authorization by a Public Agency, Supplier shall transition such Public Agency to the pricing, terms and conditions of the Master Agreement. (v) Supplier shall ensure that the U.S. Communities program and the Master Agreement are actively supported by Supplier’s senior executive management. (vi) Supplier shall provide a national/senior management level representative with the authority and responsibility to ensure that the Supplier’s Comm itments are maintained at all times. Supplier shall also designate a lead referral contact person who shall be responsible for receiving communications from U.S. Communities concerning new Participating Public Agency registrations and for ensuring timely follow-up by Supplier’s staff to requests for contact from Participating Public Agencies. Supplier shall also provide the personnel necessary to implement and support a supplier -based internet web page dedicated to Supplier’s U.S. Communities program and linked to U.S. Communities’ website and shall implement and support such web page. (vii) Supplier shall demonstrate in its procurement solicitation response and throughout the term of the Master Agreement that national/senior management fully supports the U.S. Communities program and its commitments and requirements. National/Senior management is defined as the executive(s) with companywide authority. (viii) Where Supplier has an existing contract for Products and Services with a state, Supplier shall notify the state of the Master Agreement and transition the state to the pricing, terms and conditions of the Master Agreement upon the state’s request. Regardless of whether the state decides to transition to the Master Agreement, Supplier shall primarily offer the Master Agreement to all Public Agencies located within the state. (b) Pricing Commitment. (i) Supplier represents to U.S. Communities that the pricing offered under the Master Agreement is the lowest overall available pricing (net to purchaser) on Products and Services that it offers to Public Agencies. Supplier’s pricing shall be evaluated on either an overall project basis or the Public Agency’s actual usage for more frequently purchased Products and Services. (ii) Contracts Offering Lower Prices. If a pre-existing contract and/or a Public Agency’s unique buying pattern provide one or more Public Agencies a lower price than that offered under the Master Agreement, Supplier shall match that lower pricing under the Master Agree ment and inform the eligible Public Agencies that the lower pricing is available under the Master Agreement. If an eligible Public Agency requests to be transitioned to the Master Agreement, Supplier shall do so and report the Public Agency’s purchases made under the Master Agreement going forward. The price match only applies to the eligible Public Agencies. Below are three examples of Supplier’s obligation to match the pricing under Supplier’s contracts offering lower prices. (A) Supplier holds a state contract with lower pricing that is available to all Public Agencies within the state. Supplier would be required to match the lower state pricing under the Master Agreement and make it available to all Public Agencies within the state. (B) Supplier holds a regional cooperative contract with lower pricing that is available only to the ten cooperative members. Supplier would be required to match the lower cooperative pricing under the Master Agreement and make it available to the ten cooperative members. (C) Supplier holds a contract with an individual Public Agency. The Public Agency contract does not contain any cooperative language and therefore other Public Agencies are not eligible to utilize the contract. Supplier would be required to match the lower pricing under the Master Agreement and make it available only to the individual Public Agency. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 56 SERIAL 16154-RFP (iii) Deviating Buying Patterns. Occasionally U.S. Communities and Supplier may interact with a Public Agency that has a buying pattern or terms and conditions that considerably deviate from the normal Public Agency buying pattern and terms and conditions, and causes Supplier’s pricing under the Master Agreement to be higher than an alternative contract held by Supplier. This could be created by a unique end-user preference or requirements. In the event that this situation occurs, Supplier may address the issue by lowering the price under the Master Agreement on the item(s) causing the large deviation for that Public Agency. Supplier would not be required to lower the price for other Public Agencies. (iv) Supplier’s Options in Responding to a Third Party Procurement Solicitation. While it is the objective of U.S. Communities to encourage Public Agencies to piggyback on to the Master Agreement rather than issue their own procurement solicitations, U.S. Communities recognizes that for various reasons some Public Agencies will issue their own solicitations. The following options are available to Supplier when responding to a Public Agency solicitation: (A) Supplier may opt not to respond to the procurement solicitation. Supplier may make the Master Agreement available to the Public Agency as a comparison to its solicitation responses. (B) Supplier may respond with the pricing, terms and conditions of the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement. (C) If competitive conditions require pricing lower than the standard Master Agreement pricing, Supplier may submit lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement. Supplier would not be required to extend the lower price to other Public Agencies. (D) Supplier may respond to the procurement solicitation with pricing that is higher (net to buyer) than the pricing offered under the Master Agreement. If awarded a contract, Supplier shall still be bound by all obligations set forth in this Section 3.3, including, without limitation, the requirement to continue to advise the awarding Public Agency of the pricing, terms and conditions of the Master Agreement. (E) Supplier may respond to the procurement solicitation with pricing that is higher (net to buyer) than the pricing offered under the Master Agreement and if an alternative response is permitted, Supplier may offer the pricing under the Master Agreement as an alternative for consideration. (c) Economy Commitment. Supplier shall demonstrate the benefits, including the pricing advantage, of the Master Agreement over alternative options, including competitive solicitation pricing and shall proactively offer the terms and pricing under the Master Agreement to Public Agencies as a more effective alternative to the cost and time associated with such alternate bids and solicitations. (d) Sales Commitment. Supplier shall market the Master Agreement through Supplier’s sales force or dealer network that is properly trained, engaged and committed to offering the Master Agreement as Supplier’s primary offering to Public Agencies. Supplier’s sales force compensation and incentives shall be greater than or equal to the compensation and incentives earned under other contracts to Public Agencies. (i) Supplier Sales. Supplier shall be responsible for proactive direct sales of Supplier’s Products and Services to Public Agencies and the timely follow-up to sales leads identified by U.S. Communities. Use of product catalogs, targeted advertising, direct mail and other sales initiatives are encouraged. All of Supplier’s sales materials targeted towards Public Agencies shall include the U.S. Communities logo. U.S. Communities hereby grants to Supplier, during the term of this Agreement, a non -exclusive, revocable, non- transferable, license to use the U.S. Communities name, trademark, and logo solely to perform its obligations under this Agreement, and for no other purpose. Any goodwill, rights, or benefits derived from Supplier's use of the U.S. Communities name, trademark, or logo shall inure to the benefit of U.S. Communities. U.S. Communities shall provide Supplier with its logo and the standards to be employed in the use of the logo. During the term of the Agreement, the Supplier shall provide U.S. Communities wi th its logo and the standards to be employed in the use of the logo for purposes of reproducing and using Supplier’s name and logo in connection with the advertising, Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 57 SERIAL 16154-RFP marketing and promotion of the Master Agreement to Public Agencies. Supplier shall assist U.S. Communities by providing camera-ready logos and by participating in related trade shows and conferences. At a minimum, Supplier's sales initiatives shall communicate that (i) the Master Agreement was competitively solicited by the Lead Public Agency, (ii) the Master Agreement provides the best government pricing, (iii) there is no cost to Participating Public Agencies, and (iv) the Master Agreement is a non-exclusive contract. (ii) Branding and Logo Compliance. Supplier shall be responsible for complying with the U.S. Communities branding and logo standards and guidelines. Prior to use by Supplier, all U.S. Communities related marketing material must be submitted to U.S. Communities for review and approval. (iii) Sales Force Training. Supplier shall train its national sales force on the Master Agreement and U.S. Communities program. U.S. Communities shall be available to train regional or district managers and generally assist with the education of sales personnel. (iv) Participating Public Agency Access. Supplier shall establish the following communication links to facilitate customer access and communication: (A) A dedicated U.S. Communities internet web-based homepage containing: (1) U.S. Communities standard logo with Founding Co- Sponsors logos; (2) Copy of original procurement solicitation; (3) Copy of Master Agreement including any amendments; (4) Summary of Products and Services pricing; (5) Electronic link to U.S. Communities’ online registration page; and (6) Other promotional material as requested by U.S. Communities. (B) A dedicated toll-free national hotline for inquiries regarding U.S. Communities. (C) A dedicated email address for general inquiries in the following format: uscommunities@(name of supplier).com. (v) Electronic Registration. Supplier shall be responsible for ensuring that each Public Agency has completed U.S. Communities’ online registration process prior to processing the Public Agency’s first sales order. (vi) Supplier’s Performance Review. Upon request by U.S. Communities, Supplier shall participate in a performance review meeting with U.S. Communities to evaluate Supplier’s performance of the covenants set forth in this Agreement. (vii) Supplier Content. Supplier may, from time to time, provide certain graphics, media, and other content to U.S. Communities (collectively "Supplier Content") for use on U.S. Communities websites and for general marketing and publicity purposes. During the term of the Agreement, Supplier hereby grants to U.S. Communities and its affiliates a non-exclusive, worldwide, free, transferrable, license to reproduce, modify, distribute, publically perform, publically display, and use Supplier Content in connection with U.S. Communities websites and for general marketing and publicity purposes, with the right to sublicense each and every such right. Supplier warrants that: (a) Supplier is the owner of or otherwise has the unrestricted right to grant the rights in and to Supplier Content as contemplated hereunder; and (b) the use of Supplier Content and any other materials or services provided to U.S. Communities as contemplated hereunder will not violate, infringe, or misappropriate the intellectual property rights or other rights of any third party 3.4 Breach of Supplier’s Representations and Covenants. The representations and covenants set forth in this Agreement are the foundation of the relationship between U.S. Communities and Supplier. If Supplier is found to be in violation of, or non-compliance with, one or more of the representations and covenants set forth in this Agreement, Supplier shall have ninety (90) days from the notice of default to cure such violation or non - Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 58 SERIAL 16154-RFP compliance and, if Supplier fails to cure such violation or non-compliance within such notice period, it shall be deemed a cause for immediate termination of the Master Agreement at Lead Public Agency’s sole discretion or this Agreement at U.S. Communities’ sole discretion. 3.5 Indemnity. Supplier hereby agrees to indemnify and defend U.S. Communities, and its parent companies, subsidiaries, affiliates, shareholders, member, manager, officers, directors, employees, agents, and representatives from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney's fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of any of Supplier's representations, warranti es, or covenants in this Agreement. ARTICLE IV PRICING AUDITS 4.1 Supplier shall, at Supplier’s sole expense, maintain an accounting of all purchases made by Lead Public Agency and Participating Public Agencies under the Master Agreement. U.S. Communities and Lead Public Agency each reserve the right to audit the accounting for a period of three (3) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. U.S. Communities shall have the authority to conduct random audits of Supplier’s pricing that is offered to Participating Public Agencies at U.S. Communities’ sole cost and expense. Notwithstanding the foregoing, in the event that U.S. Communities is made aware of any pricing being offered to three (3) or more Participating Public Agencies that is materially inconsistent with the pricing under the Master Agreement, U.S. Communities shall have the ability to conduct a reasonable audit of Supplier’s pricing at Supplier’s sole cost and expense during regular business hours upon reasonable notice. U.S. Communities may conduct the audit internally or may engage a third-party auditing firm on a non-contingent basis. Supplier shall solely be responsible for the cost of the audit up to the first $50,000 and U.S. Communities and Supplier shall each be responsible for fifty percent (50%) of the audit costs that exceed $50,000. In the event of an audit, the requested materials shall be provided in the format and at the location where kept in the ordinary course of business by Supplier. ARTICLE V FEES & REPORTING 5.1 Administrative Fees. Supplier shall pay to U.S. Communities a monthly administrative fee based upon the total sales price of all purchases shipped and billed pursuant to the Master Agreement, excluding taxes, in the amount of two percent (2%) of aggregate purchases made during each calendar month (individually and collectively, “Administrative Fees”). Supplier’s annual sales shall be measured on a calendar year basis. All Administrative Fees shall be payable in U.S. Dollars and shall be made by wire to U.S. Communities, or its designee or trustee as may be directed in writing by U.S. Communities. Administrative Fees shall be due and payable within thirty (30) days of the end of each calendar month for purchases shipped and billed during such calendar month. U.S. Communities agrees to pay to Lead Public Agency five percent (5%) of all Administrative Fees received from Supplier to help offset Lead Public Agency’s costs incurred in connection with managing the Master Agreement nationally. 5.2 Sales Reports. Within thirty (30) days of the end of each calendar month, Supplier shall deliver to U.S. Communities an electronic accounting report, in the format prescribed by Exhibit B, attached hereto, summarizing all purchases made under the Master Agreement during such calendar month (“Sales Report”). All purchases indicated in the Sales Report shall be denominated in U.S. Dollars. All purchases shipped and billed pursuant to the Master Agreement for the applicable calendar month shall be included in the Sales Report. U.S. Communities reserves the right upon reasonable advance notice to Supplier to change the prescribed r eport format to accommodate the distribution of the Administrative Fees to its program sponsors and state associations. (a) Monthly Sales Reports shall include all sales reporting under the Master Agreement, and a breakout of Environmental Preferable (Green) sales reporting. Supplier must make reasonable attempts at filling Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 59 SERIAL 16154-RFP in all required information and contact U.S. Communities with a plan to correct any deficiencies of data field population. (b) Submitted reports shall be verified by U.S. Communities against its registration database. Any data that is inconsistent with the registration database shall be changed prior to processing. 5.3 Exception Reporting/Sales Reports Audits. U.S. Communities or its designee may, at its sole discretion, compare Supplier’s Sales Reports with Participating Public Agency records or other sales analysis performed by Participating Public Agencies, sponsors, advisory board members or U.S. Communities staff. If there is a material discrepancy between the Sales Report and such records or sales analysis as determined by U.S. Communities, U.S. Communities shall notify Supplier in writing and Supplier shall have thirty (30) days from the date of such notice to resolve the discrepancy to U.S. Communities’ reasonable sati sfaction. Upon resolution of the discrepancy, Supplier shall remit payment to U.S. Communities’ trustee within fifteen (15) calendar days. Any questions regarding an exception report should be directed to U.S. Communities in writing to reporting@uscommunities.org. If Supplier does not resolve the discrepancy to U.S. Communities’ reasonable satisfaction within thirty (30) days, U.S. Communities shall have the right to engage outside services to conduct an independent audit of Supplier’s reports. Supplier shall solely be responsible for the cost of the audit up to the first $50,000 and U.S. Communities and Supplier shall each be responsible for fifty percent (50%) of the audit costs that exceed $50,000. 5.4 Online Reporting. Within sixty (60) days of the end of each calendar quarter, U.S. Communities shall provide online reporting to Supplier containing Supplier’s sales reporting for such calendar quarter. Supplier shall contact U.S. Communities within fifteen (15) days of receiving notification of the online reporting and report to U.S. Communities any concerns or disputes regarding the reports, including but not limited to concerns regarding the following: Report Name Follow up with U.S. Communities 5 Qtr Drop Sales Analysis Financial & Reporting Manager Zero States Sales Report Program Manager Registered Agency Without Sales Report Program Manager Supplier shall have access to the above reports through the U.S. Communities intranet website. The following additional reports are also available to Supplier and are useful in resolving reporting issues and enabling Supplier to better manage its Master Agreement: (i) Agency Sales by Population/Enrollment Report (ii) Hot Prospect Sales Report (iii) New Lead Sales Report (iv) State Comparison Sales Report (v) Advisory Board Usage Report (vi) Various Agency Type Comparison Reports (vii) Sales Report Builder 5.5 Supplier’s Failure to Provide Reports or Pay Administrative Fees . Failure to provide a Sales Report or pay Administrative Fees within the time and in the manner specified herein shall be regarded as a material breach under this Agreement and if not cured within thirty (30) days of written notice to Supplier, shall be deemed a cause for termination of the Master Agreement at Lead Public Agency’s sole discretion or this Agreement at U.S. Communities’ sole discretion. All Administrative Fees not paid within thirty (30) days of the end of the previous calendar month shall bear interest at the rate of one and one-half percent (1.5%) per month until paid in full. ARTICLE VI MISCELLANEOUS 6.1 Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained herein shall be valid or binding. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 60 SERIAL 16154-RFP 6.2 Attorney’s Fees. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs in addition to any other relief to which such party may be entitled. 6.3 Assignment. (a) Supplier. Neither this Agreement nor any rights or obligations hereunder shall be assignable by Supplier without prior written consent of U.S. Communities, and any assignment without such consent shall be void. (b) U.S. Communities. This Agreement and any rights or obligations hereunder may be assigned by U.S. Communities in U.S. Communities’ sole discretion, to an existing or newly established legal entity that has the authority and capacity to perform U.S. Communities’ obligations hereunder. 6.4 Notices. All reports, notices or other communications given hereunder shall be d elivered by first- class mail, postage prepaid, or overnight delivery requiring signature on receipt to the addresses as set forth below. U.S. Communities may, by written notice delivered to Supplier, designate any different address to which subsequent reports, notices or other communications shall be sent. U.S. Communities: U.S. Communities 2999 Oak Road, Suite 710 Walnut Creek, California 94597 Attn: Program Manager Administration Supplier: ________________________________ ________________________________ ________________________________ ________________________________ Attn: U.S. Communities Program Manager 6.5 Severability. If any provision of this Agreement shall be deemed to be, or shall in fac t be, illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever. 6.6 Waiver. Any failure of a party to enforce, for any period of time, any of the provisions under this Agreement shall not be construed as a waiver of such provisions or of the right of said party thereafter to enforce each and every provision under this Agreement. 6.7 Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 6.8 Modifications. This Agreement may not be effectively amended, changed, modified, altered or terminated without the prior written consent of the parties hereto. 6.9 Governing Law; Arbitration. This Agreement will be governed by and interpreted in accordance with the laws of the State of California without regard to any conflict of laws principles. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this dispute resolution clause, shall be determined by arbitration in Walnut Creek, California, before one (1) arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The prevailing party will be entitled to recover its reasonable attorneys' fees and arbitration costs from the other party. The arbitration award shall be final and binding. Each party commits that prior to commencement of arbitration proceedings, the parties shall submit the dispute to JAMS for mediation. The parties will cooperate with JAMS and with one another in s electing a mediator from JAMS panel of neutrals, and in promptly scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. The mediation will be conducted by each party designating a duly authorized officer or other representative to represent the party with the authority to bind the party, and that the parties agree to exchange informally such information as is reasonably necessary and relevant to t he issues being mediated. All offers, promises, conduct, and statements, Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 61 SERIAL 16154-RFP whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts, and attorneys, and by the mediator or any JAMS employees, are co nfidential, privileged, and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non -discoverable as a result of its use in the mediation. If the dispute is not resolved within thirty (30) days from the date of the submission of the dispute to mediation (or such later date as the parties may mutually agree in writing), the administration of the arbitration shall proceed. The mediation may continue, if the parties so agree, after the appointment of the arbitrator. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. The pendency of a mediation shall not preclude a party from seeking provisional remedies in aid of the arbitration from a court of appropriate jurisdiction, and the parties agree not to defend against any application for provisional relief on the ground that a mediation is pending. 6.10 Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon U.S. Communities, Supplier and any successor and assign thereto; subject, however, to the limitations contained herein. [Remainder of Page Intentionally Left Blank – Signatures Follow] Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 62 SERIAL 16154-RFP IN WITNESS WHEREOF, U.S. Communities has caused this Agreement to be executed in its name and Supplier has caused this Agreement to be executed in its name, all as of the date first written above. U.S. Communities: U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE By _______________________________ Name: _______________________________ Title: _______________________________ Supplier: _____________________________________ By _______________________________ Name: _______________________________ Title: _______________________________ Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 63 SERIAL 16154-RFP ATTACHMENT A MASTER AGREEMENT (Maricopa County Master Agreement/Contract to be attached at time of award.) Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 64 SERIAL 16154-RFP ATTACHMENT B SALES REPORT FORMAT Appendix B - US (Data Format) TIN Supplier ID Account No.Agency Name Dept Name Address City State Zip Agency Type Year Qtr Month Amount 956000735 160 89518997 CITY OF LA/MGMT EMPL SVCS Purchasing 555 RAMIREZ ST STE 312 LOS ANGELES CA 90012 20 2012 2 5 1525.50 956000222 160 34868035 LOS ANGELES COUNTY Facilities 350 S FIGUEROA ST STE 700 LOS ANGELES CA 90071 30 2012 2 5 1603.64 956000735 160 89496461 CITY OF LA/ENVIRON AFFAIR Purchasing 555 RAMIREZ ST STE 312 LOS ANGELES CA 90012 20 2012 2 5 1625.05 956000735 160 89374835 CITY OF LA/COMMUNITY DEV Purchasing 555 RAMIREZ ST STE 312 LOS ANGELES CA 90012 20 2012 2 5 45090.79 066002010 160 328NA0001053 GROTON TOWN OF PUBLIC WORKS Water 123 A St.GROTON CT 06340 20 2012 2 5 318.00 066001854 160 328NA0001051 GROTON CITY OF Administration 123 A St.GROTON CT 06340 20 2012 2 5 212.00 Column Name Required Data Type Length Example Comment TIN Optional Text 9 956000735 No Dash, Do not omit leading zero. Supplier ID Yes Number 3 111 See Supplier ID Table Below Account No.Optional Text 25 max Agency Name Yes Text 255 max Dept Name Optional Text 255 max Address Yes Text 255 max City Yes Text 255 max Los Angeles Must be a valid City name State Yes Text 2 CA Zip Yes Text 5 90071 No Dash, Do not omit leading zero, Valid zip code Agency Type Yes Number 2 30 See Agency Type Table Below Year Yes Number 4 2010 Qtr Yes Number 1 4 Month Yes Number 2 Amount Yes Number variable 45090.79 Two digit decimal point, no $ sign or commas Agency Type ID Agency Type Description 10 K-12 11 Community College 12 College and University 20 City 21 City Special District 22 Consolidated City/County 30 County 31 County Special District 40 Federal 41 Crown Corporations 50 Housing Authority 80 State Agency 81 Independent Special District 82 Non-Profit 84 Other Agency Type Table Sales Report Template SALES REPORT DATA FORMAT Depends on supplier account no. Los Angeles County Purchasing Dept 12 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 65 SERIAL 16154-RFP EXHIBIT 8 STATE NOTICE ADDENDUM Pursuant to certain state notice provisions the following public agencies and political subdivisions of the referenced public agencies are eligible to access the contract award made pursuant to this solicitation. Public agencies and political subdivisions are hereby given notice of the foregoing request for proposal for purposes of complying with the procedural requirements of said statutes: Nationwide: http://www.usa.gov/Agencies/Local_Government/Cities.shtml Other states: State of Oregon, State of Hawaii, State of Washington State: HI Account Type: HI Counties, Cities, Colleges Hawaii County Honolulu County Kauai County Maui County Kalawao County Aiea Anahola Barbers Point N A S Camp H M Smith Captain Cook Eleele Ewa Beach Fort Shafter Haiku Hakalau Haleiwa Hana Hanalei Hanamaulu Hanapepe Hauula Hawaii National Park Hawaiian Ocean View Hawi Hickam AFB Hilo Holualoa Honaunau Honokaa Honolulu Honomu Hoolehua Kaaawa Kahuku Kahului Kailua Kailua Kona Kalaheo Kalaupapa Kamuela Kaneohe Kapaa Kapaau Kapolei Kaumakani Kaunakakai Kawela Bay Keaau Kealakekua Kealia Keauhou Kekaha Kihei Kilauea Koloa Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 66 SERIAL 16154-RFP Kualapuu Kula Kunia Kurtistown Lahaina Laie Lanai City Laupahoehoe Lawai Lihue M C B H Kaneohe Bay Makawao Makaweli Maunaloa Mililani Mountain View Naalehu Ninole Ocean View Ookala Paauhau Paauilo Pahala Pahoa Paia Papaaloa Papaikou Pearl City Pearl Harbor Pepeekeo Princeville Pukalani Puunene Schofield Barracks Tripler Army Medical Center Volvano Wahiawa Waialua Waianae Waikoloa Wailuku Waimanalo Waimea Waipahu Wake Island Wheeler Army Airfield Brigham Young University - Hawaii Chaminade University of Honolulu Hawaii Business College Hawaii Pacific University Hawaii Technology Institute Heald College - Honolulu Remington College - Honolulu Campus University of Phoenix - Hawaii Campus Hawaii Community College Honolulu Community College Kapiolani Community College Kauai Community College Leeward Community College Maui Community College University of Hawaii at Hilo University of Hawaii at Manoa Windward Community College Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 67 SERIAL 16154-RFP Malama Honua Public Charter School ST JOHN THE BAPTIST Waimanalo Elementary and Intermediate School Kailua High School PACIFIC BUDDHIST ACADEMY HAWAII TECHNOLOGY ACADEMY CONGREGATION OF CHRISTIAN BROTHERS OF HAWAII, INC. MARYKNOLL SCHOOL ISLAND SCHOOL STATE OF HAWAII, DEPT. OF EDUCATION KE KULA O S. M. KAMAKAU KAMEHAMEHA SCHOOLS HANAHAU`OLI SCHOOL KIHEI CHARTER SCHOOL EMMANUAL LUTHERAN SCHOOL School Lunch Program Our Savior Lutheran School BOARD OF WATER SUPPLY MAUI COUNTY COUNCIL Kauai County Council Honolulu Fire Department COUNTY OF MAUI Lanai Community Health Center Maui High Band Booster Club Kumulani Chapel Naalehu Assembly of God outrigger canoe club One Kalakaua Native Hawaiian Hospitality Association St. Theresa School Hawaii Peace and Justice Kauai Youth Basketball Association NA HALE O MAUI LEEWARD HABITAT FOR HUMANITY WAIANAE COMMUNITY OUTREACH NA LEI ALOHA FOUNDATION HAWAII FAMILY LAW CLINIC DBA ALA KUOLA BUILDING INDUSTRY ASSOCIATION OF HAWAII UNIVERSITY OF HAWAII FEDERAL CREDIT UNION LANAKILA REHABILITATION CENTER INC. POLYNESIAN CULTURAL CENTER CTR FOR CULTURAL AND TECH INTERCHNG BETW EAST AND WEST BISHOP MUSEUM ALOCHOLIC REHABILITATION SVS OF HI INC DBA HINA MAUKA ASSOSIATION OF OWNERS OF KUKUI PLAZA MAUI ECONOMIC DEVELOPMENT BOARD NETWORK ENTERPRISES, INC. HONOLULU HABITAT FOR HUMANITY ALOHACARE ORI ANUENUE HALE, INC. IUPAT, DISTRICT COUNCIL 50 GOODWILL INDUSTRIES OF HAWAII, INC. HAROLD K.L. CASTLE FOUNDATION MAUI ECONOMIC OPPORTUNITY, INC. EAH, INC. PARTNERS IN DEVELOPMENT FOUNDATION HABITAT FOR HUMANITY MAUI W. M. KECK OBSERVATORY HAWAII EMPLOYERS COUNCIL HAWAII STATE FCU MAUI COUNTY FCU PUNAHOU SCHOOL YMCA OF HONOLULU EASTER SEALS HAWAII AMERICAN LUNG ASSOCIATION Pohaha I Ka Lani Hawaii Area Committee Tri-Isle RC&D Lanai Federal Credit Union Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 68 SERIAL 16154-RFP Aloha United Way READ TO ME INTERNATIONAL FOUNDATION MAUI FAMILY YMCA WAILUKU FEDERAL CREDIT UNION ST. THERESA CHURCH HALE MAHAOLU West Maui Community Federal Credit Union Hawaii Island Humane Society Western Pacific Fisheries Council Kama'aina Care Inc International Archaeological Research Institute, Inc. Community Empowerment Resources Tutu and Me Traveling Preschool First United Methodist Church AOAO Royal Capitol Plaza Kumpang Lanai Child and Family Service MARINE SURF WAIKIKI, INC. Hawaii Health Connector Hawaii Carpenters Market Recovery Program Fund Puu Heleakala Community Association Saint Louis School Kailua Racquet Club, Ltd. Homewise Inc. Hawaii Baptist Academy Kroc Center Hawaii Kupu University of the Nations ARGOSY UNIVERSITY HAWAII PACIFIC UNIVERSITY UNIVERSITY OF HAWAII AT MANOA RESEARCH CORPORATION OF THE UNIVERSITY OF HAWAII BRIGHAM YOUNG UNIVERSITY - HAWAII University Clinical Research and Association CHAMINADE UNIVERSITY OF HONOLULU Ricoh Hawaii Information Consortium Leeward Community Church E Malama In Keiki O Lanai Keawala'i Congregational Church Lanai Community Hospital Angels at Play Preschool & Kindergarten Queen Emma Gardens AOAO Honolulu Community College COLLEGE OF THE MARSHALL ISLANDS DOT Airports Division Hilo International Airport Judiciary - State of Hawaii ADMIN. SERVICES OFFICE SOH- JUDICIARY CONTRACTS AND PURCH STATE DEPARTMENT OF DEFENSE HAWAII CHILD SUPPORT ENFORCEMENT AGENCY HAWAII HEALTH SYSTEMS CORPORATION HAWAII AGRICULTURE RESEARCH CENTER STATE OF HAWAII Third Judicial Circuit - State of Hawaii Office of the Governor CITY AND COUNTY OF HONOLULU Lanai Youth Center US Navy Defense Information System Agency 84th Engineer Battalion Department of Veterans Affairs Central School District 13J (Polk County, Oregon) Milton-Freewater Unified School District No 7 Ontario School District 8C Warrenton Hammond School Columbia Academy VALLEY CATHOLIC SCHL CROOK COUNTY SCHOOL DISTRICT CORBETT SCHL DIST #39 Trinity Lutheran Church and School Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 69 SERIAL 16154-RFP Bethel School District #52 Ppmc Education Committee Stayton Christian School South Columbia Family School Sunrise Preschool St. Therese Parish/School Portland YouthBuilders Wallowa County ESD Fern Ridge School District 28J Knova Learning New Horizon Christian School MOLALLA RIVER ACADEMY HIGH DESERT EDUCATION SERVICE DISTRICT SOUTHWEST CHARTER SCHOOL WHITEAKER MONTESSORI SCHOOL CASCADES ACADEMY OF CENTRAL OREGON NEAH-KAH-NIE DISTRICT NO.56 INTER MOUNTAIN ESD STANFIELD SCHOOL DISTRICT LA GRANDE SCHOOL DISTRICT CASCADE SCHOOL DISTRICT DUFUR SCHOOL DISTRICT NO.29 hillsboro school district GASTON SCHOOL DISTRICT 511J BEAVERTON SCHOOL DISTRICT COUNTY OF YAMHILL SCHOOL DISTRICT 29 WILLAMINA SCHOOL DISTRICT MCMINNVILLE SCHOOL DISTRICT NO.40 Sheridan School District 48J THE CATLIN GABEL SCHOOL NORTH WASCO CTY SCHOOL DISTRICT 21 - CHENOWITH CENTRAL CATHOLIC HIGH SCHOOL CANYONVILLE CHRISTIAN ACADEMY OUR LADY OF THE LAKE SCHOOL NYSSA SCHOOL DISTRICT NO. 26 ARLINGTON SCHOOL DISTRICT NO. 3 LIVINGSTONE ADVENTIST ACADEMY Santiam Canyon SD 129J WEST HILLS COMMUNITY CHURCH BANKS SCHOOL DISTRICT WILLAMETTE EDUCATION SERVICE DISTRICT BAKER COUNTY SCHOOL DIST. 16J - MALHEUR ESD HARNEY EDUCATION SERVICE DISTRICT GREATER ALBANY PUBLIC SCHOOL DISTRICT LAKE OSWEGO SCHOOL DISTRICT 7J SOUTHERN OREGON EDUCATION SERVICE DISTRICT SILVER FALLS SCHOOL DISTRICT St Helens School District DAYTON SCHOOL DISTRICT NO.8 Amity School District 4-J SCAPPOOSE SCHOOL DISTRICT 1J REEDSPORT SCHOOL DISTRICT FOREST GROVE SCHOOL DISTRICT DAVID DOUGLAS SCHOOL DISTRICT LOWELL SCHOOL DISTRICT NO.71 TIGARD-TUALATIN SCHOOL DISTRICT SHERWOOD SCHOOL DISTRICT 88J RAINIER SCHOOL DISTRICT NORTH CLACKAMAS SCHOOL DISTRICT MONROE SCHOOL DISTRICT NO.1J CHILDPEACE MONTESSORI HEAD START OF LANE COUNTY HARNEY COUNTY SCHOOL DIST. NO.3 NESTUCCA VALLEY SCHOOL DISTRICT NO.101 ARCHBISHOP FRANCIS NORBERT BLANCHET SCHOOL LEBANON COMMUNITY SCHOOLS NO.9 MT.SCOTT LEARNING CENTERS SEVEN PEAKS SCHOOL DE LA SALLE N CATHOLIC HS MULTISENSORY LEARNING ACADEMY MITCH CHARTER SCHOOL REALMS CHARTER SCHOOL BAKER SCHOOL DISTRICT 5-J PHILOMATH SCHOOL DISTRICT CLACKAMAS EDUCATION SERVICE DISTRICT Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 70 SERIAL 16154-RFP CANBY SCHOOL DISTRICT OREGON TRAIL SCHOOL DISTRICT NO.46 WEST LINN WILSONVILLE SCHOOL DISTRICT MOLALLA RIVER SCHOOL DISTRICT NO.35 ESTACADA SCHOOL DISTRICT NO.108 GLADSTONE SCHOOL DISTRICT ASTORIA SCHOOL DISTRICT 1C SEASIDE SCHOOL DISTRICT 10 NORTHWEST REGIONAL EDUCATION SERVICE DISTRICT VERNONIA SCHOOL DISTRICT 47J SOUTH COAST EDUCATION SERVICE DISTRICT COOS BAY SCHOOL DISTRICT NO.9 COOS BAY SCHOOL DISTRICT NORTH BEND SCHOOL DISTRICT 13 COQUILLE SCHOOL DISTRICT 8 MYRTLE POINT SCHOOL DISTRICT NO.41 BANDON SCHOOL DISTRICT BROOKING HARBOR SCHOOL DISTRICT NO.17-C REDMOND SCHOOL DISTRICT DESCHUTES COUNTY SD NO.6 - SISTERS SD DOUGLAS EDUCATION SERVICE DISTRICT ROSEBURG PUBLIC SCHOOLS GLIDE SCHOOL DISTRICT NO.12 SOUTH UMPQUA SCHOOL DISTRICT #19 YONCALLA SCHOOL DISTRICT NO.32 ELKTON SCHOOL DISTRICT NO.34 DOUGLAS COUNTY SCHOOL DISTRICT 116 HOOD RIVER COUNTY SCHOOL DISTRICT PHOENIX-TALENT SCHOOL DISTRICT NO.4 CENTRAL POINT SCHOOL DISTRICT NO. 6 JACKSON CO SCHOOL DIST NO.9 ROGUE RIVER SCHOOL DISTRICT NO.35 MEDFORD SCHOOL DISTRICT 549C CULVER SCHOOL DISTRICT NO. JEFFERSON COUNTY SCHOOL DISTRICT 509-J GRANTS PASS SCHOOL DISTRICT 7 LOST RIVER JR/SR HIGH SCHOOL KLAMATH FALLS CITY SCHOOLS LANE COUNTY SCHOOL DISTRICT 4J SPRINGFIELD SCHOOL DISTRICT NO.19 CRESWELL SCHOOL DISTRICT SOUTH LANE SCHOOL DISTRICT 45J3 LANE COUNTY SCHOOL DISTRICT 69 SIUSLAW SCHOOL DISTRICT SWEET HOME SCHOOL DISTRICT NO.55 LINN CO. SCHOOL DIST. 95C - SCIO SD ONTARIO MIDDLE SCHOOL GERVAIS SCHOOL DIST. #1 NORTH SANTIAM SCHOOL DISTRICT 29J JEFFERSON SCHOOL DISTRICT SALEM-KEIZER PUBLIC SCHOOLS MT. ANGEL SCHOOL DISTRICT NO.91 MARION COUNTY SCHOOL DISTRICT 103 - WASHINGTON ES MORROW COUNTY SCHOOL DISTRICT MULTNOMAH EDUCATION SERVICE DISTRICT GRESHAM-BARLOW SCHOOL DISTRICT DALLAS SCHOOL DISTRICT NO. 2 CENTRAL SCHOOL DISTRICT 13J St. Mary Catholic School CROSSROADS CHRISTIAN SCHOOL ST. ANTHONY SCHOOL Pedee School HERITAGE CHRISTIAN SCHOOL BEND-LA PINE SCHOOL DISTRICT GLENDALE SCHOOL DISTRICT LINCOLN COUNTY SCHOOL DISTRICT PORTLAND PUBLIC SCHOOLS REYNOLDS SCHOOL DISTRICT CENTENNIAL SCHOOL DISTRICT NOBEL LEARNING COMMUNITIES St. Stephen's Academy McMinnville Adventist Christian School Salem-Keizer 24J Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 71 SERIAL 16154-RFP McKay High School Pine Eagle Charter School Waldo Middle School OAKLAND SCHOOL DISTRICT 001 hermiston school district Clear Creek Middle School Marist High School Victory Academy Vale School District No. 84 St. Mary School Junction City High School Three Rivers School District Fern Ridge School District JESUIT HIGH SCHL EXEC OFC LASALLE HIGH SCHOOL Southwest Christian School Willamette Christian School Westside Christian High School CS LEWIS ACADEMY Portland America School Forest Hills Lutheran School Mosier Community School Koreducators Lep High Warrenton Hammond School District Sutherlin School District Malheur Elementary School District Ontario School District Parkrose School District 3 Riverdale School District 51J Tillamook School District Madeleine School Union School District Helix School District Riddle School District Molalla River School District Corvallis School District 509J Falls City School District #57 Portland Christian Schools LUCKIAMUTE VALLEY CHARTER SCHOOLS Deer Creek Elementary School Yamhill Carlton School District HARRISBURG SCHL DIST CENTRAL CURRY SCHL DIST#1 BNAI BRITH CAMP OREGON FOOD BANK HOSANNA CHRISTIAN SCHL ABIQUA SCHL Salem keizar school district Athena Weston School District 29RJ Butte Falls School District Bend International School Imbler School District #11 monument school PENDLETON SCHOOL DISTRICT #16R Ohara Catholic School Reynolds High School St. Paul School District Sabin-Schellenberg Technical Center St Paul Parish School Joseph School District EagleRidge High School Grant Community School Hope chinese charter Northwest Academy Sunny Wolf Charter School MCKENZIE SCHOOL DISTRICT 068 L'Etoiile French Immersion School LA GRANDE SCHOOL DISTRICT 001 Marist Catholic High School Springfield Public Schools Elgin school dist. PLEASANT HILL SCH DIST #1 Ukiah School District 80R Lake Oswego Montessori School North Powder Charter School Siletz Valley School French American School Mastery Learning Institute North Lake School District 14 Early College High School GILLIAM COUNTY OREGON UMATILLA COUNTY, OREGON DOUGLAS ELECTRIC COOPERATIVE, INC. MULTNOMAH LAW LIBRARY clackamas county Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 72 SERIAL 16154-RFP CLATSOP COUNTY COLUMBIA COUNTY, OREGON coos county CROOK COUNTY ROAD DEPARTMENT CURRY COUNTY OREGON DESCHUTES COUNTY GILLIAM COUNTY GRANT COUNTY, OREGON HARNEY COUNTY SHERIFFS OFFICE HOOD RIVER COUNTY jackson county josephine county klamath county LANE COUNTY LINN COUNTY MARION COUNTY , SALEM, OREGON MULTNOMAH COUNTY SHERMAN COUNTY WASCO COUNTY YAMHILL COUNTY WALLOWA COUNTY ASSOCIATION OF OREGON COUNTIES NAMI LANE COUNTY BENTON COUNTY DOUGLAS COUNTY JEFFERSON COUNTY LAKE COUNTY LINCOLN COUNTY POLK COUNTY UNION COUNTY WASHINGTON COUNTY MORROW COUNTY Mckenzie Personnel Services Washington County Facilities & Park Services Multnomah County Department of Community Justice NORCOR Juvenile Detention Tillamook County Estuary Job Council BAKER CNTY GOVT TILLAMOOK CNTY Multnomah County Dept of County Assets Wheeler County Resource Connections of Oregon Lane County Sheriff's Office Clatsop County Sheriff's Office Harney County Community Corrections Clackamas County Juvenile Dept Columbia Basin Care Facility City of Seaside Police Department Tamarack Aquatic Center Seven Feathers Casino Oliver P Lent PTA Willamette Valley Rehab Center St Paul Baptist Church Long Tom Watershed Council San Martin Deporres Catholic Church Portland Parks Foundation Sweet Home United Methodist Church Cedar Hills Baptist Church Good Samaritan Ministries Unitarian Universalist Church in Eugene Emmanuel Bible Church La Pine Chamber of Commerce Klamath Siskiyou Wildlands Center Farmworkers Housing Development Corporation World Forestry Center Oregon Farm Bureau Mt Emily Safe Center Salem First Presbyterian Church Rolling Hills Baptist Church Baker Elks Gates Community Church of Christ PIP Corps LLC Turtle Ridge Wildlife Center Grande Ronde Model Watershed Foundation Western Environmental Law Center Oregon District 7 Little League Mercy Flights, Inc. Metropolitan Contractor Improvement Partnership Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 73 SERIAL 16154-RFP The Christian Church of Hillsboro Oregonb Congregation Neveh Shalom My Fathers House Step Forward Activities Inc HHoly Trinity Greek Orthodox Cathedral MECOP Inc. Workforce Northwest Inc Lane Arts Council Intergral Youth Services Children Center At Trinity Beaverton Christians Church Oregon Humanities St. Pius X School Community Connection of Northeast Oregon, Inc. St Mark Presbyterian Church Living Opportunities, Inc. Coos Art Museum OETC Blanchet House of Hospitality Garten Services Inc Merchants Exchange of Portland, Oregon Coalition for a Livable Future West Salem United Methodist Central Oregon Visitors Association Soroptimist International of Gold Beach, OR Real Life Christian Church Dayton Christian Church Delphian School AVON EPUD-Emerald People's Utility District Human Solutions, Inc. The Wallace Medical Concern Boys & Girls Club of Salem, Marion & Polk Counties The Ross Ragland Theater and Cultural Center Cascade Health Solutions Umpqua Community Health Center ALZHEIMERS NETWORK OF OREGON NATIONAL WILD TURKEY FEDERATION TILLAMOOK ESTUARIES PARTNERSHIP LIFEWORKS NW Independent Development Enterprise Alliance MID-WILLAMETTE VALLEY COMMUNITY ACTION AGENCY, INC HALFWAY HOUSE SERVICES, INC. REDMOND PROFICIENCY ACADEMY OHSU FOUNDATION SHELTERCARE PRINGLE CREEK SUSTAINABLE LIVING CENTER PACIFIC INSTITUTES FOR RESEARCH Mental Health for Children, Inc. The Dreaming Zebra Foundation LAUREL HILL CENTER THE OREGON COMMUNITY FOUNDATION OCHIN WE CARE OREGON SE WORKS ENTERPRISE FOR EMPLOYMENT AND EDUCATION OMNIMEDIX INSTITUTE PORTLAND BUSINESS ALLIANCE GATEWAY TO COLLEGE NATIONAL NETWORK FOUNDATIONS FOR A BETTER OREGON GOAL ONE COALITION ATHENA LIBRARY FRIENDS ASSOCIATION Coastal Family Health Center CENTER FOR COMMUNITY CHANGE STAND FOR CHILDREN ST. VINCENT DEPAUL OF LANE COUNTY EAST SIDE FOURSQUARE CHURCH CORVALLIS MOUNTAIN RESCUE UNIT InventSuccess SHERIDAN JAPANESE SCHOOL FOUNDATION Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 74 SERIAL 16154-RFP The Blosser Center for Dyslexia Resources MOSAIC CHURCH HOUSING AUTHORITY OF LINCOLN COUNTY RENEWABLE NORTHWEST PROJECT INTERNATIONAL SUSTAINABLE DEVELOPMENT FOUNDATION CONSERVATION BIOLOGY INSTITUTE THE NATIONAL ASSOCIATION OF CREDIT MANAGEMENT-OREGON, INC. BLACHLY LANE ELECTRIC COOPERATIVE MORNING STAR MISSIONARY BAPTIST CHURCH NORTHWEST FOOD PROCESSORS ASSOCIATION INDEPENDENT INSURANCE AGENTS AND BROKERS OF OREGON OREGON EDUCATION ASSOCIATION HEARING AND SPEECH INSTITUTE INC SALEM ELECTRIC MORRISON CHILD AND FAMILY SERVICES JUNIOR ACHIEVEMENT CENTRAL BIBLE CHURCH MID COLUMBIA MEDICAL CENTER- GREAT 'N SMALL TRILLIUM FAMILY SERVICES, INC. YWCA SALEM PORTLAND ART MUSEUM SAINT JAMES CATHOLIC CHURCH SOUTHERN OREGON HUMANE SOCIETY VOLUNTEERS OF AMERICA OREGON CENTRAL DOUGLAS COUNTY FAMILY YMCA METROPOLITAN FAMILY SERVICE OREGON MUSUEM OF SCIENCE AND INDUSTRY FIRST UNITARIAN CHURCH ST. ANTHONY CHURCH Good Shepherd Medical Center Salem Academy GEN CONF OF SDA CHURCH WESTERN OR PORTLAND ADVENTIST ACADEMY ST VINCENT DE PAUL OUTSIDE IN UNITED CEREBRAL PALSY OF OR AND SW WA WILLAMETTE VIEW INC. PORTLAND HABILITATION CENTER, INC. OREGON STATE UNIVERSITY ALUMNI ASSOCIATION ROSE VILLA, INC. NORTHWEST LINE JOINT APPRENTICESHIP & TRAINING COMMITTEE BOYS AND GIRLS CLUBS OF PORTLAND METROPOLITAN AREA ROGUE FEDERAL CREDIT UNION Oregon Research Institute WILLAMETTE LUTHERAN HOMES, INC LANE MEMORIAL BLOOD BANK PORTLAND JEWISH ACADEMY LANECO FEDERAL CREDIT UNION GRANT PARK CHURCH ST. MARYS OF MEDFORD, INC. US CONFERENCE OF MENONNITE BRETHREN CHURCHES FAITHFUL SAVIOR MINISTRIES OREGON CITY CHURCH OF THE NAZARENE OREGON COAST COMMUNITY ACTION EDUCATION NORTHWEST COMMUNITY ACTION TEAM, INC. EUGENE SYMPHONY ASSOCIATION, INC. STAR OF HOPE ACTIVITY CENTER INC. SPARC ENTERPRISES SOUTHERN OREGON CHILD AND FAMILY COUNCIL, INC. SALEM ALLIANCE CHURCH Lane Council of Governments FORD FAMILY FOUNDATION TRAILS CLUB NEWBERG FRIENDS CHURCH Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 75 SERIAL 16154-RFP WOODBURN AREA CHAMBER OF COMMERCE CONTEMPORARY CRAFTS MUSEUM AND GALLERY CITY BIBLE CHURCH OREGON LIONS SIGHT & HEARING FOUNDATION PORTLAND WOMENS CRISIS LINE THE SALVATION ARMY - CASCADE DIVISION WILLAMETTE FAMILY WHITE BIRD CLINIC GOODWILL INDUSTRIES OF LANE AND SOUTH COAST COUNTIES PLANNED PARENTHOOD OF SOUTHWESTERN OREGON HOUSING NORTHWEST OREGON ENVIRONMENTAL COUNCIL MEALS ON WHEELS PEOPLE, INC. FAITH CENTER Bob Belloni Ranch, Inc. GOOD SHEPHERD COMMUNITIES SACRED HEART CATHOLIC DAUGHTERS HELP NOW! ADVOCACY CENTER TENAS ILLAHEE CHILDCARE CENTER SUNRISE ENTERPRISES LOOKING GLASS YOUTH AND FAMILY SERVICES SERENITY LANE EAST HILL CHURCH LA GRANDE UNITED METHODIST CHURCH COAST REHABILITATION SERVICES Edwards Center Inc ALVORD-TAYLOR INDEPENDENT LIVING SERVICES NEW HOPE COMMUNITY CHURCH KLAMATH HOUSING AUTHORITY QUADRIPLEGICS UNITED AGAINST DEPENDENCY, INC. SPONSORS, INC. COLUMBIA COMMUNITY MENTAL HEALTH ADDICTIONS RECOVERY CENTER, INC METRO HOME SAFETY REPAIR PROGRAM OREGON SUPPORTED LIVING PROGRAM SOUTH COAST HOSPICE, INC. ALLFOURONE/CRESTVIEW CONFERENCE CTR. The International School REBUILDING TOGETHER - PORTLAND INC. PENDLETON ACADEMIES PACIFIC FISHERY MANAGEMENT COUNCIL DOGS FOR THE DEAF, INC. PUBLIC DEFENDER SERVICES OF LANE COUNTY, INC. EMMAUS CHRISTIAN SCHOOL DELIGHT VALLEY CHURCH OF CHRIST SAINT CATHERINE OF SIENA CHURCH PORT CITY DEVELOPMENT CENTER VIRGINIA GARCIA MEMORIAL HEALTH CENTER CENTRAL CITY CONCERN CANBY FOURSQUARE CHURCH EMERALD PUD VERMONT HILLS FAMILY LIFE CENTER BENTON HOSPICE SERVICE INTERNATIONAL SOCIETY FOR TECHNOLOGY IN EDUCATION COMMUNITY CANCER CENTER OPEN MEADOW ALTERNATIVE SCHOOLS, INC. CASCADIA BEHAVIORAL HEALTHCARE WILD SALMON CENTER BROAD BASE PROGRAMS INC. SUNNYSIDE FOURSQUARE CHURCH TRAINING EMPLOYMENT CONSORTIUM RELEVANT LIFE CHURCH 211INFO SONRISE CHURCH LIVING WAY FELLOWSHIP Women's Safety & Resource Center SEXUAL ASSAULT RESOURCE CENTER Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 76 SERIAL 16154-RFP IRCO NORTHWEST YOUTH CORPS TILLAMOOK CNTY WOMENS CRISIS CENTER SECURITY FIRST CHILD DEVELOPMENT CENTER CLASSROOM LAW PROJECT YOUTH GUIDANCE ASSOC. PREGNANCY RESOUCE CENTERS OF GRETER PORTLAND ELMIRA CHURCH OF CHRIST JASPER MOUNTAIN ACUMENTRA HEALTH WORKSYSTEMS INC COVENANT CHRISTIAN HOOD RIVER OREGON DONOR PROGRAM NAMI OREGON OLIVET BAPTIST CHURCH SILVERTON AREA COMMUNITY AID CONFEDERATED TRIBES OF GRAND RONDE NEIGHBORIMPACT CATHOLIC COMMUNITY SERVICES NEW AVENUES FOR YOUTH INC LA CLINICA DEL CARINO FAMILY HEALTH CARE CENTER DECISION SCIENCE RESEARCH INSTITUTE, INC. WESTERN STATES CENTER HIV ALLIANCE, INC PARTNERSHIPS IN COMMUNITY LIVING, INC. FANCONI ANEMIA RESEARCH FUND INC. BLIND ENTERPRISES OF OREGON OREGON BALLET THEATRE SMART All God's Children International FARMWORKER HOUISNG DEV CORP UMPQUA COMMUNITY DEVELOPMENT CORPORATION REGIONAL ARTS AND CULTURE COUNCIL THE EARLY EDUCATION PROGRAM, INC. MACDONALD CENTER EVERGREEN AVIATION MUSEUM AND CAP. MICHAEL KING. SELF ENHANCEMENT INC. FRIENDS OF THE CHILDREN SOUTH LANE FAMILY NURSERY DBA FAMILY RELIEF NURSE COMMUNITY VETERINARY CENTER PORTLAND SCHOOLS FOUNDATION SUSTAINABLE NORTHWEST OREGON DEATH WITH DIGNITY BIRCH COMMUNITY SERVICES, INC. BAY AREA FIRST STEP, INC. OSLC COMMUNITY PROGRAMS EN AVANT, INC. ASHLAND COMMUNITY HOSPITAL NORTHWEST ENERGY EFFICIENCY ALLIANCE BONNEVILLE ENVIRONMENTAL FOUNDATION SUMMIT VIEW COVENANT CHURCH SALMON-SAFE INC. BETHEL CHURCH OF GOD PROVIDENCE HOOD RIVER MEMORIAL HOSPITAL SAINT ANDREW NATIVITY SCHOOL BARLOW YOUTH FOOTBALL SPOTLIGHT THEATRE OF PLEASANT HILL FAMILIES FIRST OF GRANT COUNTY, INC. TOUCHSTONE PARENT ORGANIZATION CANCER CARE RESOURCES CASCADIA REGION GREEN BUILDING COUNCIL SHERMAN DEVELOPMENT LEAGUE, INC. SCIENCEWORKS WORD OF LIFE COMMUNITY CHURCH SOCIAL VENTURE PARTNERS PORTLAND OREGON PROGRESS FORUM CENTER FOR RESEARCH TO PRACTICE WESTERN RIVERS CONSERVANCY Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 77 SERIAL 16154-RFP UNITED WAY OF THE COLUMBIA WILLAMETTE EUGENE BALLET COMPANY EAST WEST MINISTRIES INTERNATIONAL SISKIYOU INITIATIVE EDUCATIONAL POLICY IMPROVEMENT CENTER North Pacific District of Foursquare Churches CATHOLIC CHARITIES FIRST CHURCH OF THE NAZARENE WESTSIDE BAPTIST CHURCH Housing Development Center Hoodview Christian Church Little Promises Chlildren's Program UNION GOSPEL MISSION GRACE BAPTIST CHURCH COMMUNITY ACTION ORGANIZATION OUTSIDE IN MAKING MEMORIES BREAST CANCER FOUNDATION, INC. ELAW COMMUNITY HEALTH CENTER, INC Greater Portland INC Eugene Builders Exchange Boys & Girls Club of Corvallis Southeast Uplift Neighborhood Coalition First United Presbyterian Church PDX Wildlife Friends of the Opera House Jackson-Josephine 4-C Council North Coast Family Fellowship P E C I Childswork Learning Center Portland Schools Alliance New Artists Performing Arts Productions, Inc. Relief Nursery St. Mary's Episcopal Church Viking Sal Senior Center Boys and Girls Club of the rogue valley Lincoln City Chamber of Commerce DrupalCon Inc., DBA Drupal Association Albany Partnership for Housing and Community Development SEED OF FAITH MINISTRIES Hermiston Christian Center & School SALEM FREE CLINICS Dress for Success Oregon Beaverton Rock Creek Foursquare Church St Paul Catholic Church St Mary's Catholic School and Parish Polk Soil and Water Conservation District Street Ministry La Grande Church of the Nazarene Spruce Villa, Inc. OREGON SCHOOL BOARDS ASSOCIATION House of Prayer for All Nations Sacred Heart Catholic Church African American Health Coaliton, Inc. Happy Canyon Company Village Home Education Resource Center Monet's Children's Circle Cascade Housing Association Dayspring Fellowship Northwest Habitat Institute Winding Waters Medical Clinic First Baptist Church The Nature Conservancy, Willamette Valley Field Office Serenity Lane Health Services Portland Community Reinvestment Initiatives, Inc. GeerCrest Farm & Historical Society College United Methodist Church The Collins Foundation Prince of Peace Lutheran Church & School NEDCO Salem Evangelical Church Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 78 SERIAL 16154-RFP Wild Lilac Child Development Community Daystar Education, Inc. Oregon Social Learning Center Pain Society of Oregon environmental law alliance worldwide Community in Action Safe Harbors FIRST CHRISTIAN CHURCH Pacific Classical Ballet Depaul Industries African American Health Coalition Jesus Prayer Book Coalition Of Community Health River Network CCI Enterprises Inc Oregon Nurses Association GOODWILL INDUSTRIES OF THE COLUMBIA WILLAMETTE Mount Angel Abbey YMCA OF ASHLAND YMCA OF COLUMBIA-WILLAMETTE ASSOCIATION SERVICES Multnomah Law Library Friends Of Tryon Creek State P Ontrack Inc. Calvin Presbyterian Church HOLT INTL CHILD St John The Baptist Catholic Portland Foursquare Church Portland Christian Center Church Extension Plan Occu Afghanistan Relief Effort EUGENE FAMILY YMCA Christ The King Parish and School Newberg Christian Church First United Methodist Church Zion Lutheran Church Southwest Bible Church Community Works Inc Masonic Lodge Pearl 66 Molalla Nazarene Church Transition Projects, Inc St Michaels Episcopal Church Saint Johns Catholich Church Access Inc Community Learning Center Old Mill Center for Children and Families Sunny Oaks Inc Hospice Center Bend La Pine Westside Foursquare Church Relief Nursery Inc Morning Star Community Church MULTNOMAH DEFENDERS INC Providence Health System Holy Trinity Catholic Church Holy Redeemer Catholic Church Alliance Bible Church CARE OREGON Mid Columbia Childrens Council HUMANE SOCIETY OF REDMOND Our Redeemer Lutheran Church Kbps Public Radio Skyball Salem Keizer Youth Bas Open Technology Center Grace Chapel CHILDREN'S MUSEUM 2ND Solid Rock West Chehalem Friends Church Guide Dogs For The Blind Aldersgate Camps and Retreats St. Katherine's Catholic Church The Alliance NW of the Christian & Missionary Alliance Bags of Love Grand View Baptist Church Green Electronics Council Scottish Rite Western Wood Products Association THE NEXT DOOR NATIONAL PSORIASIS FOUNDATION NEW BEGINNINGS CHRISTIAN CENTER HIGHLAND UNITED CHURCH OF CHRIST OREGON REPERTORY SINGERS HIGHLAND HAVEN Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 79 SERIAL 16154-RFP FAIR SHARE RESEARCH AND EDUCATION FUND Oregon Satsang Society, Inc., A chartered Affiliate of ECKANKAR , ECKA First Baptist Church of Enterprise The Canby Center Instituto de Cultura y Arte In Xochitl In Cuicatl OSLC COMMUNITY PROGRAMS OCP Oregon Nikkei Endowment Eastern Oregon Alcoholism Foundation Grantmakers for Education The Spiral Gallery The ALS Association Oregon and SW Washington Chapter Children's Relief Nursery Home Builders New Life Baptist Church Florence United Methodist Church World of Speed SW Community Health Center Energy Trust of Oregon St. Vincent de Paul Church Fr. Bernard Youth Center Oregon Psychoanalytic Center Store to Door Depaul Industries OUR LADY OF PERPETUAL HELP CATHOLIC CHURCH ALBANY OREGON SELCO Community Credit Union North Coast Christian Church Union County Economic Development Corp. Camelto Theatre Company Camp Fire Columbia TAKE III OUTREACH Rolling Hills Community Church Eugene Swim and Tennis Club Summa Institute Amani Center Billy Webb Elks lodge #1050 Silverton Senior Center Sandy Seventh-day Adventist Church Muddy Creek Charter School A FAMILY FOR EVERY CHILD 1000 FRIENDS OF OREGON OREGON PEDIATRIC SOCIETY NONPROFIT ASSOCIATION OF OREGON LUKE DORF INC FAMILY CARE INC MEDICAL TEAMS INTL Clean Slate Canine Rescue & Rehabilitation St. Martins Episcopal church Food for Lane County Clatsop Behavioral Healthcare columbia gorge discovery center and museum NAMI of Washington County The Dalles Art Association Temple Beth Israel Willamette Leadership Academy/Pioneer Youth Corps Of Oregon Rose Haven Dallas Church OREGON STATE UNIVERSITY BOOKSTORE INC NORTH WILLAMETTE VALLEY HABITAT FOR HUMANITY FAIRFIELD BAPTIST CHURCH Sexual Assault Support Services Neskowin Valley School RON WILSON CENTER FOR EFFECTIVE LIVING INC St. Joseph Shelter The Inn Home for Boys, Inc.9138 MCKENZIEWATERSHED COUNCIL MENNONITE HOME OF ALBANY INC Oregon Technical Assistance Corporation Oregon And Southern Idaho Laborers Employers Training School New Life Fellowship Church of God Gladstone Senior Center Education Travel & Culture, Inc. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 80 SERIAL 16154-RFP Rural Development Initiatives Jason Lee Manor/UMRC Jesus Pursuit Church YMCA of Marion and Polk Counties PacificSource Health Faith Christian Fellowship Brookings Elks Lodge Tualatin Lacrosse Club Tillamook Seventh Day Adventist Church Oregon Jewish Community Foundation East River Fellowship Holy Family Academy FIRST BAPTIST CHURCH OF EUGENE Peace Lutheran Church Living Word Christian Center Housing Authority of Douglas County Vietnamese Christian Community Church Friends for Animals Family Building Blocks Goodwill Industries of Lane and South Coast Friends of Driftwood Library Consumers Power Inc. A. C. Gilbert's Discovery Village First Lutheran Church of Astoria Fund For Christian Charity Deer Meadow Assisted Living Oregon Laborers-Employer Administrative Fund, LLC Umpqua Basin Water Association Alpha Lambda House Corporation Eugene Creative Care The Church of Christ of Latter Day Saints Cascade Height Public Charter School PTA G.O.B.H.I Association of Oregon Corrections EMployees, Inc. A Jesus Church Family 300 Main Inc Southwestern Oregon Public Defender Services, Inc. Albertina Kerr Centers Dufur Christian Church St. Matthew Catholic School Serendipity Center Inc CASA of Marion County Westside Church of Christ Inc Northwest Family Services Network Charter School Ride Connecton Parenting Now! Christian Church of Woodburn Verde Native American Youth and Family Center Early College Academy USO Northwest Norkenzie Christian Church Little Flower Development Center TLO Farms Evergreen Wings and Waves Ascension Episcopal Parish Center for Family Development West Salem Foursquare Church Good Samaritan Ministry Grace Lutheran Church of Molalla HOPE LUTHERAN CHURCH Mount Pisgah Arboretum Lower Columbia Estuary Partnership Mt Hood Hospice Opportunity Foundation of central Oregon Constructing Hope Sprinkfield Elks #2145 Abuse Recovery Ministry & Services Oasis Shelter Home Nehalem Bay House p:ear Health Share of Oregon St. Peter Catholic Church Mid Willamette Valley Community Action A Hope For Autism Foundation Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 81 SERIAL 16154-RFP NW Sport Fishing Breast Friends SEPTL Southeast Portland Tool Library National Christian Community Foundation Legal Aid Services of Oregon LITC Willamette Valley Babe Ruth Center For Continuous Improvement Northwest Center for Alternatives to Pesticides The Followers of Christ Church of Oregon City SEIU Local 49 Emerald Media Group West Hills Christian School Trillium Sprigs Western Arts Alliance Youth Dynamics Ashland Art Center Apostolic Church of Jesus Christ DOUGLAS FOREST PROTECTIVE Oregon Lyme Disease Network Ecotrust SPECIAL MOBILITY SERVICES Bethlehem Christian Pre-School Historical Outreach Foundation Teras Interventions and Counseling Inc Brooklyn Primary PTO Mountain View Academy Salem Area Chamber of Commerce First Congregational Chrch OREGON STATE FAIR Ronald McDonald House Charities of Oregon & Southwest Washington Center for Human Development Bridges to Change DePaul Treatment Centers, Inc. Ministerio International Casa New Paradise Worship Center Mission Increase Foundation Curry Public Transit Inc THREE RIVERS CASINO Brookings Harbor Christian School Bethesda Lutheran Church Legacy Mt. Hood Medical Center Yamhill Community Care Organization Portland Japanese Garden The Madeleine Parish The Tucker-Maxon Oral School Southwest Neighborhoods, Inc Wallowa Valley Center For Wellness KIDS INTERVENTION AND DIAGNOSTIC CENTER Portland Yacht Club League of Women Voters Oregon & Southern Idaho District Council of Laborers' Portland Police Sunshine Division Curry Health Network United Way of Lane County Unithed Way Community Energy Project Portland Oregon Visitors Association Southern Oregon Project Hope Our United Villages Samaritan Health Services Inc. Santiam Assembly of God CASCADES WEST FINANCIAL SERVICES IN Kilchis House Calvary Assembly of God Lake Grove Presbyterian Church Grace Lutheran School Western Mennonite School OEA CHOICE TRUST American Tinnitus Association Oregon Coast Aquarium, Inc. HOPE POINT CHURCH Unitus Community Credit Union St John the Baptist Greek Orthodox Church COLUMBIA PACIFIC ECONOMIC DEVELOPMENT DISTRICT OF OREGON St Andrews Presbyterian Oregon Rural Electric Cooperative Association Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 82 SERIAL 16154-RFP THE MILL CASINO Oregon State University Treasure Valley Community College Unviersity of Oregon OREGON UNIVERSITY SYSTEM University of Western States GEORGE FOX UNIVERSITY LEWIS AND CLARK COLLEGE PACIFIC UNIVERSITY REED COLLEGE WILLAMETTE UNIVERSITY LINFIELD COLLEGE MULTNOMAH BIBLE COLLEGE NORTHWEST CHRISTIAN COLLEGE NATIONAL COLLEGE OF NATURAL MEDICINE BLUE MOUNTAIN COMMUNITY COLLEGE PORTLAND STATE UNIV. CLACKAMAS COMMUNITY COLLEGE MARYLHURST UNIVERSITY OREGON HEALTH AND SCIENCE UNIVERSITY BIRTHINGWAY COLLEGE OF MIDWIFERY pacific u UNIVERSITY OF OREGON CONCORDIA UNIV Marylhurst University Corban College Oregon Center For Advanced T UNIVERSITY OF PORTLAND Portland Actors Conservatory University Of Oregon Athletics Department Ecola Bible School Beta Omega Alumnae Oregon Institute of Technology EASTERN OREGON UNIVERSITY Clackamas River Water Providers eickhoff dev co inc Cornerstone Association Inc The Klamath Tribe advocate care Cannon Beach Fire Life Flight Network LLC COVENANT RETIREMENT COMMUNITIES PENTAGON FEDERAL CREDIT UNION SAIF CORPORATION GREATER HILLSBORO AREA CHAMBER OF COMMERCE LANE ELECTRIC COOPERATIVE USAGENCIES CREDIT UNION PACIFIC CASCADE FEDERAL CREDIT UNION LOCAL GOVERNMENT PERSONNEL INSTITUTE GRANTS PASS MANAGEMENT SERVICES, DBA SPIRIT WIRELESS Kartini Clinic Astra Beit Hallel Cvalco Elderhealth and Living OREGON CORRECTIONS ENTERPRISES OREGON STATE HOSPITAL OFFICE OF PUBLIC DEFENSE SERVICES Clatskanie People's Utility District PIONEER COMMUNITY DEVELOPMENT MARION COUNTY HEALTH DEPT Ricoh USA Heartfelt Obstetrics & Gynecology Coquille Economic Development Corporation CITY/COUNTY INSURANCE SERVICE COMMUNITY CYCLING CENTER Shangri La Portland Impact Eagle Fern Camp KLAMATH FAMILY HEAD START RIVER CITY DANCERS Oregon Permit Technical Association KEIZER EAGLES AERIE 3895 Pgma/Cathie Bourne Sunrise Water Burns Paiute Tribe Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 83 SERIAL 16154-RFP Oregon Public Broadcasting La Grande Family Practice Sphere MD BIENESTAR, INC. sunrise water authority EAstern Oregon Trade and Event Center Waste-Pro NPKA Confederated Tribes of Warm Springs Oregon State Credit Union PIONEER TELEPHONE COOPERATIVE Halsey-Shedd Fire District Nez Perce Tribe Obsidian Urgent Care, P.C. First Presbyterian Church of La Grande CONFLUENCE ENVIRONMENTAL CENTE A&I Benefit Plan Administrators, Inc. K Churchill Estates CSC HEAD START NORTHWEST VINTAGE CAR AND MOTORCYCLE crescent grove cemetery Roseburg Police Department Molalla Rural Fire Protection District MONMOUTH - INDEPENDENCE NETWORK EUGENE WATER & ELECTRIC BOARD MALIN COMMUNITY PARK AND RECREATION DISTRICT TILLAMOOK PEOPLES UTILITY DISTRICT GLADSTONE POLICE DEPARTMENT GOLD BEACH POLICE DEPARTMENT THE NEWPORT PARK AND RECREATION CENTER RIVERGROVE WATER DISTRICT TUALATIN VALLEY FIRE & RESCUE GASTON RURAL FIRE DEPARTMENT CITY COUNTY INSURANCE SERVICES SOUTH SUBURBAN SANITARY DISTRICT SOUTH FORK WATER BOARD SUNSET EMPIRE PARK AND RECREATION SPRINGFIELD UTILITY BOARD Tillamook Urban Renewal Agency Netarts Water District OAK LODGE SANITARY DISTRICT Boardman Rural Fire Protection District Silverton Fire District Lewis and Clark Rural Fire Protection District Rainbow Water District Illinois Valley Fire District Clatskanie RFPD PORT OF TILLAMOOK BAY TRI-COUNTY HEALTH CARE SAFETY NET ENTERPRISE METROPOLITAN EXPOSITION- RECREATION COMMISSION REGIONAL AUTOMATED INFORMATION NETWORK OAK LODGE WATER DISTRICT THE PORT OF PORTLAND WILLAMALANE PARK AND RECREATION DISTRICT TUALATIN VALLEY WATER DISTRICT UNION SOIL & WATER CONSERVATION DISTRICT LANE EDUCATION SERVICE DISTRICT TUALATIN HILLS PARK AND RECREATION DISTRICT PORT OF SIUSLAW CHEHALEM PARK AND RECREATION DISTRICT PORT OF ST HELENS LANE TRANSIT DISTRICT CENTRAL OREGON INTERGOVERNMENTAL COUNCIL HOODLAND FIRE DISTRICT NO.74 MID COLUMBIA COUNCIL OF GOVERNMENTS WEST MULTNOMAH SOIL AND WATER CONSERVATION DISTRICT SALEM AREA MASS TRANSIT DISTRICT Banks Fire District #13 KLAMATH COUNTY 9-1-1 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 84 SERIAL 16154-RFP GLENDALE RURAL FIRE DISTRICT COLUMBIA 911 COMMUNICATIONS DISTRICT CLACKAMAS RIVER WATER NW POWER POOL Lowell Rural Fire Protection District TriMet Transit Estacada Rural Fire District Keizer Fire District State Accident Insurance Fund Corporation Bend Metro Park & Recreation District Port of Hood River La Pine Park & Recreation District Brookings- HArbor School District 17c Siuslaw Public Library District Columbia River Fire & Rescue Fern Ridge Library District Bend Park and Recreation District Port of Garibaldi Seal Rock Water District Rockwood Water P.U.D. Tillamook Fire District Tillamook County Transportation Dist Central Lincoln People's Utility District Jefferson Park and Recreation City of Monmouth / Public Works McMinnville Police Department City of Sublimity City of Central Point Parks and Recreation Gearhart Fire Department Woodburn City Of Brookings Fire / Rescue City of Veneta CITY OF DAMASCUS Hermiston Fire & Emergency Svcs CEDAR MILL COMMUNITY LIBRARY CITY OF LAKE OSWEGO LEAGUE OF OREGON CITIES CITY OF SANDY CITY OF ASTORIA OREGON CITY OF BEAVERTON CITY OF BOARDMAN CITY OF CANBY CITY OF CANYONVILLE CITY OF CENTRAL POINT POLICE DEPARTMENT CITY OF CLATSKANIE CITY OF CONDON CITY OF COOS BAY CITY OF CORVALLIS CITY OF CRESWELL CITY OF ECHO CITY OF ESTACADA CITY OF EUGENE CITY OF FAIRVIEW CITY OF GEARHART CITY OF GOLD HILL CITY OF GRANTS PASS CITY OF GRESHAM CITY OF HILLSBORO CITY OF HOOD RIVER CITY OF JOHN DAY CITY OF KLAMATH FALLS CITY OF LA GRANDE CITY OF MALIN CITY OF MCMINNVILLE CITY OF HALSEY CITY OF MEDFORD CITY OF MILL CITY CITY OF MILWAUKIE CITY OF MORO CITY OF MOSIER CITY OF NEWBERG CITY OF OREGON CITY CITY OF PILOT ROCK CITY OF POWERS RAINIER POLICE DEPARTMENT CITY OF REEDSPORT CITY OF RIDDLE CITY OF SCAPPOOSE CITY OF SEASIDE CITY OF SILVERTON CITY OF STAYTON City of Troutdale Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 85 SERIAL 16154-RFP CITY OF TUALATIN, OREGON CITY OF WARRENTON CITY OF WEST LINN/PARKS CITY OF WOODBURN CITY OF TIGARD, OREGON CITY OF AUMSVILLE CITY OF PORT ORFORD CITY OF EAGLE POINT CITY OF WOOD VILLAGE St. Helens, City of CITY OF WINSTON CITY OF COBURG CITY OF NORTH PLAINS CITY OF GERVAIS CITY OF YACHATS FLORENCE AREA CHAMBER OF COMMERCE PORTLAND DEVELOPMENT COMMISSION CITY OF CANNON BEACH OR CITY OF ST. PAUL CITY OF ADAIR VILLAGE CITY OF WILSONVILLE CITY OF HAPPY VALLEY CITY OF SHADY COVE CITY OF LAKESIDE CITY OF MILLERSBURG CITY OF GATES KEIZER POLICE DEPARTMENT CITY OF DUNDEE CITY OF AURORA THE CITY OF NEWPORT CITY OF ALBANY CITY OF ASHLAND CITY OF LEBANON CITY OF PORTLAND CITY OF SALEM CITY OF SPRINGFIELD METRO CITY OF BURNS CITY OF COTTAGE GROVE CITY OF DALLAS CITY OF FALLS CITY CITY OF PHOENIX CITY OF PRAIRIE CITY CITY OF REDMOND CITY OF SHERWOOD City of junction city City of Florence Columbia Gorge Community City of Dayton City of Carlton City of Pendleton Convention Center City of Monmouth City of Philomath City of Sheridan Seaside Public Library City of Yoncalla La Grande Police Department Cove City Hall NW PORTLAND INDIAN HEALTH BOARD Portland Patrol Services City Of Bend City Of Coquille City Of Molalla ROCKWOOD WATER PEOPLE'S UTILITY DISTRICT City of St. Helens City of North Powder City of Eugene City of Cornelius, OR Toledo Police Department City of Independence City of Cascade Locks City of Columbia City City of Baker City McMinnville Water & Light City of Pendleton Parks & Recreation CITY OF SWEETHOME CITY OF THE DALLES CLACKAMAS FIRE DIST#1 DESCHUTES PUBLIC LIBRARY STAYTON FIRE DISTRICT City of Ontario City of Corvallis Parks and Recreation North Lincoln Fire & Rescue #1 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 86 SERIAL 16154-RFP Gresham Police Department City of Harrisburg Gladstone Public Library City of Portland Parks Bureau Seaside Fire & Rescue City Of North Bend City of Union City of Nehalem City of Richland CITY OF LINCOLN CITY City of Donald City of Milton-Freewater CITY OF SCIO City of Forest Grove City Govrnment City of Mt. Angel Albany Police Department Umatilla Electric Cooperative WATER ENVIRONMENT SERVICES Polk County Fire District No.1 Netarts-Oceanside RFPD UIUC Rogue River Fire District Aurora Rural FIre District Tillamook County Emergency Communications District Southern Coos Hospital Oregon Cascades West Council of Governments MULTONAH COUNTY DRAINAGE DISTRICT #1 PORT OF BANDON OR INT'L PORT OF COOS BAY MID-COLUMBIA CENTER FOR LIVING DESCHUTES COUNTY RFPD NO.2 YOUNGS RIVER LEWIS AND CLARK WATER DISTRICT PACIFIC STATES MARINE FISHERIES COMMISSION CENTRAL OREGON IRRIGATION DISTRICT MARION COUNTY FIRE DISTRCT #1 COLUMBIA RIVER PUD SANDY FIRE DISTRICT NO. 72 BAY AREA HOSPITAL DISTRICT NEAH KAH NIE WATER DISTRICT PORT OF UMPQUA EAST MULTNOMAH SOIL AND WATER CONSERVANCY Benton Soil & Water Conservation District DESCHUTES PUBLIC LIBRARY SYSTEM CLEAN WATER SERVICES North Douglas County Fire & EMS Crooked River Ranch Rural Fire Protection District PARROTT CREEK CHILD & FAM South Lane County Fire And Rescue Lake Chinook Fire & Rescue Clackamas County Water Environment Services Amity Fire District CENTRAL OREGON COMMUNITY COLLEGE UMPQUA COMMUNITY COLLEGE LANE COMMUNITY COLLEGE MT. HOOD COMMUNITY COLLEGE LINN-BENTON COMMUNITY COLLEGE SOUTHWESTERN OREGON COMMUNITY COLLEGE PORTLAND COMMUNITY COLLEGE CHEMEKETA COMMUNITY COLLEGE ROGUE COMMUNITY COLLEGE COLUMBIA GORGE COMMUNITY COLLEGE TILLAMOOK BAY COMMUNITY COLLEGE KLAMATH COMMUNITY COLLEGE DISTRICT Oregon Coast Community College Clatsop Community College North Portland Bible College OREGON COMMUNITY COLLEGE ASSOCIATION Teacher Standards and Pracitices Commission Salem Keizer School District Purchasing Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 87 SERIAL 16154-RFP Kdrv Channel 12 Opta Oregon Permit Technician Oregon Forest Resources Institute Office of the Ong Term Care Ombudsman Oregon State Lottery OREGON TOURISM COMMISSION OREGON STATE POLICE OFFICE OF THE STATE TREASURER OREGON DEPT. OF EDUCATION SEIU LOCAL 503, OPEU OREGON DEPARTMENT OF FORESTRY OREGON STATE DEPT OF CORRECTIONS OREGON CHILD DEVELOPMENT COALITION OFFICE OF MEDICAL ASSISTANCE PROGRAMS OREGON OFFICE OF ENERGY OREGON STATE BOARD OF NURSING BOARD OF MEDICAL EXAMINERS OREGON LOTTERY OREGON BOARD OF ARCHITECTS SANTIAM CANYON COMMUNICATION CENTER OREGON DEPT OF TRANSPORTATION OREGON TRAVEL INFORMATION COUNCIL OREGON DEPARTMENT OF EDUCATION OREGON DEPT. OF CORRECTIONS DEPARTMENT OF ADMINISTRATIVE SERVICES Oregon Board of Massage Therapists Oregon Tradeswomen Oregon Convention Center OREGON SCHL BRDS ASSOCIAT Central Oregon Home Health and Hos Oregon Health Care Quality Cor OREGON DEPARTMENT OF HUMAN SERVICES Oregon Air National Guard Training & Employment State of Oregon - Department of Administrative Services Aging and People with Disabilities Oregon State Treasury Oregon State Fair Council Procurement Services/DAS STATE OF OREGON OREGON JUDICIAL DEPARTMENT Oregon State Board of Architect Examiners City of Astoria Fire Department Columbia Gorge ESD Nehalem Bay Wastewater Association of Oregon Community Mental Health Programs VA US FISH AND WILDLIFE SERVICE Bonneville Power Administration Oregon Army National Guard USDA Forest Service Yellowhawk Tribal Health Center ANGELL JOB CORPS Coquille Indian Housing Authority COLLEGE HOUSING NORTHWEST HOUSING AUTHORITY OF CLACKAMAS COUNTY HOUSING AUTHORITY OF PORTLAND WEST VALLEY HOUSING AUTHORITY HOUSING AUTHORITY AND COMMUNITY SERVICES AGENCY NORTH BEND CITY- COOS/URRY HOUSING AUTHORITY MARION COUNTY HOUSING AUTHORITY HOUSING AUTHORITY OF THE CITY OF SALEM Housing Authority of Yamhill County The Housing Authority of the County of Umatilla homeforward Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 88 SERIAL 16154-RFP EXHIBIT 9 FEMA STANDARD TERMS AND CONDITIONS ADDENDUM FOR CONTRACTS AND GRANTS If any purchase made under the Master Agreement is funded in whole or in part by Federal Emergency Management Agency (“FEMA”) grants, Contractor shall comply with all federal laws and regulations applicable to the receipt of FEMA grants, including, but not limited to the contractual procedures set forth in Title 44 of the Code of Federal Regulations, Part 13 (“44 CFR 13”). In addition, Contractor agrees to the following specific provisions: 1. Pursuant to 44 CFR 13.36(i)(1), County is entitled to exercise all administrative, contractual, or other remedies permitted by law to enforce Contractor’s compliance with the terms of this Ma ster Agreement, including but not limited to those remedies set forth at 44 CFR 13.43. 2. Pursuant to 44 CFR 13.36(i)(2), County may terminate the Master Agreement for cause or convenience in accordance with the procedures set forth in the Master Agreeme nt and those provided by 44 CFR 13.44. 3. Pursuant to 44 CFR 13.36(i)(3)-(6)(12), and (13), Contractor shall comply with the following federal laws: a. Executive Order 11246 of September 24, 1965, entitled “Equal Employment Opportunity,” as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor (“DOL”) regulations (41 CFR Ch. 60); b. Copeland “Anti-Kickback” Act (18 U.S.C. 874), as supplemented in DOL regulations (29 CFR Part 3); c. Davis-Bacon Act (40 U.S.C. 276a-276a-7) as supplemented by DOL regulations (29 CFR Part 5); d. Section 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by DOL regulations (29 CFR Part 5); e. Section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15); and f. Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871). 4. Pursuant to 44 CFR 13.36(i)(7), Contractor shall comply with FEMA requirements and regulations pertaining to reporting, including but not limited to those set forth at 44 CFR 40 and 41. 5. Pursuant to 44 CFR 13.36(i)(8), Contractor agrees to the following provisions regarding patents: a. All rights to inventions and/or discoveries that arise or are developed, in t he course of or under this Agreement, shall belong to the County and be disposed of in accordance with County policy. The County, at its own discretion, may file for patents in connection with all rights to any such inventions and/or discoveries. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 89 SERIAL 16154-RFP 6. Pursuant to 44 CFR 13.36(i)(9), Contractor agrees to the following provisions, regarding copyrights: a. If this Agreement results in any copyrightable material or inventions, in accordance with 44 CFR 13.34, FEMA reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, for Federal Government purposes: (1) The copyright in any work developed under a grant or contract; and (2) Any rights of copyright to which a grantee or a contactor purchases ownership with gra nt support. 7. Pursuant to 44 CFR 13.36(i)(10), Contractor shall maintain any books, documents, papers, and records of the Contractor which are directly pertinent to this Master Agreement. At any time during normal business hours and as often as County deems necessary, Contractor shall permit County, FEMA, the Comptroller General of United States, or any of their duly authorized representatives to inspect and photocopy such records for the purpose of making audit, examination, excerpts, and transcriptions. 8. Pursuant to 44 CFR 13.36(i)(11), Contractor shall retain all required records for three years after FEMA or County makes final payments and all other pending matters are closed. In addition, Contractor shall comply with record retention requirements set forth in 44 CFR 13.42. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 90 SERIAL 16154-RFP EXHIBIT 10 COMMUNITY DEVELOPMENT BLOCK GRANT ADDENDUM Purchases made under this contract may be partially or fully funded with federal grant funds. Funding for this work may include Federal Funding sources, including Community Development Block Grant (CDBG) funds from the U.S. Department of Housing and Urban Development. When such funding is provided, Contractor shall comply with all terms, conditions and requirements enumerated by the grant funding source, as well as requirements of the State statutes for which the contract is utilized, whichever is the more restrictive requirement. When using Federal Funding, Contractor shall comply with all wage and latest reporting provisions of the Federal Davis-Bacon Act. HUD-4010 Labor Provisions also applies to this contract. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 91 ATTACHMENT A PRICINGSERIAL 16154-RFP NIGP CODE: 45041 RESPONDENT'S NAME: COUNTY VENDOR NUMBER : ADDRESS: P.O. ADDRESS: TELEPHONE NUMBER: FACSIMILE NUMBER: WEB SITE: CONTACT (REPRESENTATIVE): REPRESENTATIVE'S E-MAIL ADDRESS: YES NO REBATE [ ][ ] [ ][ ] [ ] NET 10 DAYS [ ] NET 45 DAYS [ ] 1% 10 DAYS NET 30 DAYS [ ] NET 15 DAYS [ ] NET 60 DAYS [ ] 2% 30 DAYS NET 31 DAYS [ ] NET 20 DAYS [ ] NET 90 DAYS [ ] 1% 30 DAYS NET 31 DAYS [ ] NET 30 DAYS [ ] 2% 10 DAYS NET 30 DAYS [ ] 5% 30 DAYS NET 31 DAYS 1.2 Wholesale Catalog Discount By Category Annual Issue Date of Catalog (Insert Sub-categories as necessary) MINIMUM % 1.1 Category 1 Appliances % Example:Washing Machines % 1.2 Category 2 Building Materials % Example:Lumber % 1.3 Category 3 Hardware % 1.4 Category 4 HVAC % 1.5 Category 5 Kitchen and Bath Cabinets % 1.6 Category 6 Janitorial % 1.7 Category 7 Landscaping Equipment and Supplies % 1.8 Category 8 Motors/Pumps % 1.9 Category 9 Paints/Coatings % 1.10 Category 10 Plumbing % 1.11 Category 11 Pool Supplies % FAILURE TO INDICATE PAYMENT TERMS WILL RESULT IN A DEFAULT TO NET 30 DAYS. RESPONDENT MUST INITIAL THEIR SELECTION BELOW. 1.0 PRICING: WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT RESPONDENT IS REQUIRED TO PICK ONE OF THE FOLLOWING PAYMENT TERMS. WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: MINIMUM Discount from List Page 1 of 2 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 92 ATTACHMENT A PRICING1.12 Category 12 Tools, Hand-Held General Purpose % 1.13 Category 13 Tools, Power Type % 1.14 Category 14 Flooring and Window Coverings % 1.15 Category 15 Hospitality % 1.16 Category 16 Water/Wastewater Treatment % 1.17 Category 17 Miscellaneous % 1.18 Category 18 In Store Services % 1.19 Category 19 Industrial Products % 1.2 Do you offer a Rebate in lieu of a discount (Y/N) Detail your Rebate Program in your Proposal Response (Section 2.7) 1.3 COST PLUS SALES PROPOSED MARKUP ________%* ALL COST PLUS ORDERS SHALL BE APPROVED BY THE USING AGENCY. ANY PRODUCT THAT IS SOLD AS COST PLUS A MARKUP CANNOT EXCEED A MARKUP OF FIVE (5) PERCENT. Page 2 of 2 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 93 Item Number Manuacturer Name Manufacturer Product Number Product Number Product Description Unit of Measure Quantity List Price Discount Percent (%) Unit Net Price Extended Total Price Example ABC Company 123456 11111 ABC SEMIGLOSS PAINT 5 GAL EA 1000 $ 10.00 20% $ 8.00 $ 8,000.00 1 3M 2090-48A-CP 360199 SCOTCHBLUE 1.88" 2090 6PK CS 4 4,941 -$ -$ 2 American Standard 2586.128ST.020 615356 CHAMPION MAX WHT ELONGATED TOILET EA 696 -$ -$ 3 Anderson 100SH2438 206781346 100 SERIES SINGLE HUNG WINDOW WHITE EA 1,977 -$ -$ 4 Armstrong 54004031 171292 1/8"CIVIC SQ STONETAN VCT 54004-45SF CS 7,519 -$ -$ 5 Armstrong 51899031 921416 1/8"EXCELON COOLWHITE VCT 51899-45SF CS 4,745 -$ -$ 6 Behr PR17005 661157 BEHR PRO i100 WHITE SEMI-GLOSS INT PAINT-5 GAL EA 3,776 -$ -$ 7 Behr 305005 927820 BEHR PPI 3050 SG UPW 5.00GL EA 2,624 -$ -$ 8 Behr 375005 436078 BEHR PPUI 3750 SG UPW 5.00GL EA 1,753 -$ -$ 9 Behr 205005 924751 BEHR PPI 2050 EGG UPW 5.00GL EA 1,724 -$ -$ 10 Behr 275005 433381 BEHR PPUI 2750 EGG UPW 4.68GL EA 1,627 -$ -$ 11 Behr 775005 436229 BEHR PPUI 7750 SATIN UPW 5.00GL EA 1,194 -$ -$ 12 Black & Decker LDX120PK 204067339 20V MAX LITHIUM DRILL/PROJECT KIT EA 579 -$ -$ 13 Brita 6025835214 714338 BRITA FAUCET FILTER SYSTEM EA 20,004 -$ -$ 14 Brita 6025842402 714243 BRITA REPL FAUCET FILT WHT PKG 2 18,000 -$ -$ 15 Crown Bolt 10700 231230 EXTERNAL HEX-HEAD LAG SCREWS (25-PACK)PKG 25 17,804 -$ -$ 16 Dewalt DC9096-2 255667 DEWALT 18V BATTERY 2PK PKG 2 2,491 -$ -$ 17 Dewalt DXPW3425 1000025413 Honda GX200 3,400 psi 2.5 GPM Gas Pressure Washer EA 273 -$ -$ 18 Energizer 522SBP6H 250355 ENERGIZER 9V 6-PK PKG 6 16,113 -$ -$ 19 Energizer E91SBP36H 553471 ENERGIZER AA 36-PACK PKG 36 15,006 -$ -$ 20 Frigidaire FFHT1814QW 1001003542 18 cu. ft. Top Freezer Refrigerator in White EA 585 -$ -$ 21 Frigidaire FFTR2021QB 1001023832 20.4 cu. ft. Top Freezer Refrigerator in Black EA 237 -$ -$ 22 General Electric GTE18GTHWW 1001101226 17.5 cu. ft. Top Freezer Refrigerator in White EA 1,153 -$ -$ 23 General Electric GTS18GTHWW 1001054519 17.5 cu. ft. Top Freezer Refrigerator in White EA 1,153 -$ -$ 24 General Electric GTE16DTHWW 1000053481 15.5 cu. ft. Top Freezer Refrigerator in White EA 947 -$ -$ 25 General Electric GTS16DTHWW 1000051811 15.5 cu. ft. Top Freezer Refrigerator in White EA 947 -$ -$ 26 General Electric ADEL70LR 218767 70-Pint Dehumidifier EA 592 -$ -$ 27 General Electric JB255DJBB 205793230 5.0 cu. ft. Electric Range with Self-Cleaning Oven in Black EA 200 -$ -$ 28 Generic N/A 686107 40LB ICE MELT BLEND BAG EA 18,050 -$ -$ 29 Glacier Bay N2428E 686826 GB ELONGATED ALL-IN-ONE HET IN WHITE EA 2,250 -$ -$ 30 Glacier Bay N2428RB/N2428T 340995 GLAC BAY RND HET TOILET 2PC EA 1,896 -$ -$ 31 Glidden GPS-3110-05 137925 GLIDDEN PRO SPEED-WALL EGGSHELL INT PAINT-5 GAL EA 3,526 -$ -$ 32 Glidden GP7-5000-05 563851 ULTRA HIDE 770 SEMIGLOSS INT PAINT 5-GAL EA 2,085 -$ -$ 33 HDX 3072FX 567757 6' UTILITY/BANQUET FOLDING TABLE EA 4,460 -$ -$ 34 HDX 6T60184872C 525441 48"X18"X72" CHROME WIRE 6-SHELF UNIT EA 1,563 -$ -$ 35 Home Depot 05GLHD2 131227 5GAL HOMER BUCKET EA 59,331 -$ -$ 36 Hotpoint HPS15BTHRWW 1000051805 14.6 cu. ft. Top Freezer Refrigerator in White EA 678 -$ -$ 37 Hotpoint HPE15BTHWW 1000053483 14.6 cu. ft. Top Freezer Refrigerator in White EA 678 -$ -$ 38 Hotpoint HPS15BTHLWW 1000051800 14.6 cu. ft. Top Freezer Refrigerator in White EA 678 -$ -$ 39 Hotpoint RA720KWH 100401446 20 in. 2.4 cu. ft. Electric Range in White EA 509 -$ -$ 40 Hotpoint RGB525DEHWW 1000050930 4.8 cu. ft. Gas Range in White EA 474 -$ -$ 41 Hotpoint HPS18BTHWW 1000994644 17.6 cu. ft. Top Freezer Refrigerator in White EA 411 -$ -$ 42 Husky HK42WC032B-M 690969 HUSKY 42G CONTRACTOR TRASHBAG 32PK BX 32 14,319 -$ -$ 43 Husky HK42WC050B 267000 HUSKY 42G CONTRACTOR BAGS 50CT BX 50 6,731 -$ -$ 44 Husky ERZ782478W-4 458424 77"X24"X78" WELDED STEEL 4-SHELF EA 1,963 -$ -$ 45 InSinkErator Badger 500 795477 1/2HP B500 CONTIN FEED GRBGE DISPSR EA 1,569 -$ -$ 46 Kidde KN-COSM-BA 100004653 BAT OP COMB SMOKE/CO ALARM W VOICE ALERT EA 15,889 -$ -$ Attachment A-1 Pricing Analysis Retail MRO Maricopa County Bid Serial 16154-RFP: Maintenance, Repair, Operating Supplies, Industrial Supplies, and Related Products and Services Page 1 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 94 Item Number Manuacturer Name Manufacturer Product Number Product Number Product Description Unit of Measure Quantity List Price Discount Percent (%) Unit Net Price Extended Total Price Attachment A-1 Pricing Analysis Retail MRO Maricopa County Bid Serial 16154-RFP: Maintenance, Repair, Operating Supplies, Industrial Supplies, and Related Products and Services 47 Kidde KN-COSM-XTR-BA 622269 BAT OP COMB SMOKE/CO ALARM W VOICE ALERT EA 13,572 -$ -$ 48 Kidde KN-COPE-I 714543 120-VOLT HARDWIRED INTER CONNECT SMOKE/CO EA 12,234 -$ -$ 49 Kidde KN-COPE-D 1000037789 BAT OP PHOTO ELECTRIC COMB SMOKE/CO ALARM EA 11,403 -$ -$ 50 LG LW5015E 1001088841 5K BTU WINDOW A/C W E/S EA 1,232 -$ -$ 51 LG LW1215ER 1000026812 12KBTU WINDOW A/C W/REMOTE EA 925 -$ -$ 52 LG LW6015ER 1000026799 6K BTU WINDOW A/C W/REMOTE EA 925 -$ -$ 53 LG LW8015ER 1000026802 8K BTU WINDOW A/C W/REMOTE EA 842 -$ -$ 54 LG LP1014WNR 379969 10,000 BTU PORTABLE AIR CONDITIONER EA 808 -$ -$ 55 LG LW1016ER 1001597779 10K BTU WINDOW A/C W/REMOTE EA 658 -$ -$ 56 LG LP1214GXR 1000026828 12,000 BTU PORTABLE AIR CONDITIONER EA 426 -$ -$ 57 N/A N/A 161640 2X4-96" PRIME KD WHITEWOOD STUD EA 238,241 -$ -$ 58 N/A N/A 569062 2X4-92 5/8" PRIME WHITEWOOD STUD EA 78,863 -$ -$ 59 N/A N/A 386081 7/16 4X8 OSB EA 68,696 -$ -$ 60 N/A N/A 161659 2X4-10FT STD/BTR KD-HT PRIME SPF EA 49,632 -$ -$ 61 N/A N/A 161667 2X4-12FT STD/BTR KD-HT PRIME SPF EA 45,986 -$ -$ 62 N/A N/A 256276 4X4-8FT #2 PT EA 33,627 -$ -$ 63 N/A N/A 161683 2X4-16FT STD/BTR KD-HT PRIME SPF EA 24,669 -$ -$ 64 N/A N/A 492930 5.0MM 4X8 UNDERLAYMENT EA 23,868 -$ -$ 65 N/A N/A 166103 23/32 4X8 PLYWOOD EA 22,120 -$ -$ 66 N/A N/A 439614 23/32 4X8 PLYWOOD EA 22,120 -$ -$ 67 N/A N/A 166073 15/32 4X8 PLYWOOD (3-PLY) EA 14,845 -$ -$ 68 N/A N/A 166081 19/32 4X8 PLYWOOD EA 12,760 -$ -$ 69 N/A N/A 175171 23/32 4X8 RADIATA PINE PLYWOOD EA 9,628 -$ -$ 70 N/A N/A 915378 15/32 4X8 PLYWOOD (4-PLY) EA 9,062 -$ -$ 71 N/A N/A 121586 .090 FRP WALL PANEL 4X8 WHITE EA 7,900 -$ -$ 72 N/A N/A 166057 23/32 4X8 SANDED PLYWOOD EA 6,872 -$ -$ 73 N/A N/A 166030 15/32 4X8 SANDED PLYWOOD EA 6,574 -$ -$ 74 N/A N/A 921394 1/8"EXCELON COTTGETAN VCT 51830-45SF CS 5,843 -$ -$ 75 N/A N/A 261688 23/32" 4X8 PT RTD SHEATHING PLY EA 5,820 -$ -$ 76 N/A N/A 920924 23/32 4X8 T&G PLYWOOD SUBFLOOR EA 5,249 -$ -$ 77 N/A N/A 165921 3/4 4X8 BIRCH PLYWOOD EA 3,510 -$ -$ 78 Niagara NDW05L24DR 218340 1/2 LITER WATER 24PK PKG 24 62,265 -$ -$ 79 Owens Corning RU70 564987 ATTICAT INSULATION EA 6,141 -$ -$ 80 Plytanium 113699 915440 19/32" 4'X8' T1-11 8"OC SIDING EA 5,329 -$ -$ 81 Rheem XG40T06EC36U1 1001300147 40GAL/36K BTU GAS TALL PERF W/H N3 EA 377 -$ -$ 82 Sakrete 65200390 533829 80LB QUIKRETE CONCRETE MIX EA 129,185 -$ -$ 83 Sakrete 65200940 666249 60LB SAKRETE CONCRETE MIX EA 76,898 -$ -$ 84 Sakrete 65305535 370328 50LB SAKRETE FAST SET CONCRETE EA 64,977 -$ -$ 85 Sakrete 65200370 962050 80LB SAKRETE 5000 PLUS CONCRETE EA 61,753 -$ -$ 86 Sakrete 60450001 428632 60LB SAKRETE ALL WEATHER BLACKTOP PATCH EA 38,047 -$ -$ 87 Sheetrock 381466 950254 USG +3 ALL PURP LIGHT JC PAIL 4.5GAL EA 11,761 -$ -$ 88 Sheetrock 14113411708 893749 1/2"X4'X8' USG ULTRALIGHT DRYWALL EA 45,316 -$ -$ 89 Sheetrock 14211011308 419109 5/8"X4'X8' FIRECODE TYPE X DRYWALL EA 21,452 -$ -$ 90 Sheetrock 14302111708 525423 1/2"X4'X8' USG MOLDTOUGH UL DRYWALL EA 14,604 -$ -$ 91 Sheetrock 380119048 258725 All-Purpose 4.5 Gal. Pre-Mixed Joint Compound EA 12,455 -$ -$ 92 Southwire 11580858 866245 500 FT. 14 WHITE SOLID THHN WIRE EA 8,537 -$ -$ 93 TrafficMASTER 12012 107971 TMALLURE CHERRY RESILIENT PLANK-24SF EA 6,700 -$ -$ 94 TrafficMASTER 11053 101701 TM ALLURE OAK RESILIENT PLANK-24SF EA 4,513 -$ -$ Page 2 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 95 Item Number Manuacturer Name Manufacturer Product Number Product Number Product Description Unit of Measure Quantity List Price Discount Percent (%) Unit Net Price Extended Total Price Attachment A-1 Pricing Analysis Retail MRO Maricopa County Bid Serial 16154-RFP: Maintenance, Repair, Operating Supplies, Industrial Supplies, and Related Products and Services 95 USG Ceilings R2310 562785 2'X4'#2310 RADAR SQ EDGE CEILNG 64SF CS 8,580 -$ -$ 96 USG Ceilings 280 314803 2'X4' #280 5TH AVE SQ CEILNG 64SF EA 6,796 -$ -$ 97 Weathershield 253920 167929 2X4-8FT #2 PRIME PT WEATHERSHIELD EA 40,577 -$ -$ 98 Weathershield 253921 168335 2X6-8FT #2 PRIME PT WEATHERSHIELD EA 28,783 -$ -$ 99 Weathershield 262P12 168746 2X6-12FT #2 PRIME PT WEATHERSHIELD EA 22,224 -$ -$ 100 Wilsonart 1875K3537660144 203747471 60 in. x 144 in. Laminate Sheet in Summer Carnival HD with Mirage EA 80 -$ -$ -$ TOTAL Page 3 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 96 Item Number Manuacturer Name Manufacturer Product Number Product Number Product Description Unit of Measure Quantity List Price Discount Percent (%) Unit Net Price Extended Total Price Example ABC Company 123456 11111 ABC SEMIGLOSS PAINT 5 GAL EA 1000 $ 10.00 20% $ 8.00 $ 8,000.00 1 ACHIM IMPORTING OPR376WH36 797139 37-1/4X6' Rm Dark Wht Roller Shade EA 8,891 -$ -$ 2 AMREP, INC ZUHTFF5G 113032 Flr Finish, 5 Gal Zep Hgh Traffic EA 1,302 -$ -$ 3 AMREP, INC ZULFFS5G 113031 5 Gal Zep Heavy-Duty Floor Stripper EA 1,967 -$ -$ 4 AMREP, INC ZULFFS128 113035 1 Gal Zep Heavy-Duty Floor Stripper EA 3,648 -$ -$ 5 BEMIS MAN. COMPANY 1650EC 189860 Bemis Easy Change Wood Toilet Seat EL EA 3,397 -$ -$ 6 BRASSCRAFT SERVICE PARTS HDS478105 478105 Delta H/C 1300/1400 Srs PB Ctg EA 2,952 -$ -$ 7 BRASSCRAFT SERVICE PARTS SLD1327 478107 Delta 1300/1400 Srs Ctg Assmbly EA 988 -$ -$ 8 BRK SC9120B 126722 BRK AC/DC COMBO CO/SMOKE ALARM EA 8,268 -$ -$ 9 BRK 9120B 126707 DIRECTWIRE SMOKE ALARM W/BATTERY BACK UP EA 18,231 -$ -$ 10 BRK 9120AB 126523 BRK AC/DC ALKALINE BAT SMOKE ALARM EA 6,368 -$ -$ 11 BRK SCO2B 126720 BRK CARBON MONOXIDE/SMOKE ALARM EA 2,172 -$ -$ 12 BRK SA350B 109944 10YR Lith Battery Ion Smoke Alarm EA 2,756 -$ -$ 13 BRK 7010B 126728 120 VOLT PHOTOELECTRIC SMOKE ALARM EA 2,291 -$ -$ 14 BRK CO250B 126516 BRK 9 VOLT CARBON MONOXIDE ALARM EA 1,924 -$ -$ 15 BRK CO5120BN 126602 BRK AC/DC CO ALARM EA 1,268 -$ -$ 16 BROAN MFG CO INC 413001 281200 Broan 30" Wht Range Hood Non-Vented EA 4,990 -$ -$ 17 BROAN MFG CO INC 412401 281150 Broan 24" Wht Range Hood Non-Vented EA 1,968 -$ -$ 18 BROAN MFG CO INC 403001 281025 Broan 30"Wht RngHd 3-1/4x10" Vnt 160CFM EA 1,892 -$ -$ 19 BROAN MFG CO INC 423001 281375 Broan 30" Wht Rng Hd 7"Rnd Vent 190CFM EA 1,887 -$ -$ 20 BROAN MFG CO INC BP43 248750 RANGE HOOD LIGHT LENS EA 8,229 -$ -$ 21 BROAN MFG CO INC 402401 280900 Broan 24" Wht RngHd 3-1/4x10" Vnt 160CFM EA 808 -$ -$ 22 CHAMPION 1079347880583-9 703168 82-3/8" White Vertical Vane 50/Pkg PKG 50 859 -$ -$ 23 CHAMPION 1079347805416-9 702084 35 x 64 White 1" Vinyl Horz Blind EA 7,236 -$ -$ 24 CLOROX 35419 111514 1.12 Gal Pine-Sol Lemon3/Cs CS 3 2,512 -$ -$ 25 CLOROX 35418 111515 1.12 Gal Pine-Sol 3/Cs CS 3 1,197 -$ -$ 26 CLOROX 15949 503107 Clorox Disinfecting Wipes CS Of 6 CS 6 1,065 -$ -$ 27 DAP INC.18152 108709 10.1 OZ WHT DAP ALEX PLUS "CS OF 12"CS 12 1,698 -$ -$ 28 DAP INC.18001 108701 5.5 OZ WHT DAP KWIK SEAL "CS OF 12"CS 12 1,804 -$ -$ 29 DELTA FAUCET CO R10000-UNWS 418801 Delta MultiChoice Tub/Shwr Valve EA 1,116 -$ -$ 30 DURACELL PC1604BKD 158476 9V Drcll Procell Alkaline Battery 12pk PKG 12 10,645 -$ -$ 31 DURACELL PC1500BKD 157755 AA Drcll Procell Alkaline Battery 24pk PKG 24 5,884 -$ -$ 32 DURACELL MN1500BKD 357752 AA Drcll Coppertop Alkaline Battery 24pk PKG 24 1,306 -$ -$ 33 ESSENDANT CO CPC53122 113049 169 Ounce Fabuloso 3/CS CS 3 1,264 -$ -$ 34 FEIT ELECTRIC PL13/41/10 311843 CFL Bulb 13W Twin 4100K 2P Base 10pk PKG 10 2,787 -$ -$ 35 FILTRATION GROUP 1720201 127386 20 X 20 X1" HD PLEATED FILTR "BOX OF 12"BX 12 890 -$ -$ 36 FLUSHMATE C-100500-K 583305 Sloan Flushmate Cartridge C-100500-K EA 2,976 -$ -$ 37 GE 3997 229675 G.E. 6" DRIP BOWL "PKG OF 6"PKG 6 8,329 -$ -$ 38 GE 3998 229680 G.E. 8" DRIP BOWL "PKG OF 6"PKG 6 4,943 -$ -$ 39 GE ERIG9998 206124 REPLACEMENT GE OVEN IGNITER EA 1,327 -$ -$ 40 GE ERIG21 226915 GE Oven Ignitor w/Quick Disconnect EA 1,371 -$ -$ 41 GEORGIA PACIFIC 13728 117986 Acclaim Jumbo Roll Tlet Paper 8/Cs CS 8 1,458 -$ -$ 42 HD SUPPLY 6LR61-24PK 159475 9V HD Supply Battery 24pk PKG 24 4,729 -$ -$ 43 HD SUPPLY XL-W-022 233250 8" UNIVERSAL SURFACE RANGE ELEMENT EA 10,799 -$ -$ 44 HD SUPPLY XL-W-016 234000 8" UNIVERSAL SURFACE RANGE ELEMENT EA 5,096 -$ -$ 45 HD SUPPLY XL-W-010 233000 6" UNIVERSAL SURFACE RANGE ELEMENT EA 10,424 -$ -$ 46 HD SUPPLY C2026PLT 324494 11" 26 WATT FLUORESCENT DRUM FIXTURE EA 1,334 -$ -$ 47 HD SUPPLY 1622-P 189809 16x22" Recessed Mirrored Medicine Cab EA 1,813 -$ -$ Maricopa County Bid Serial 16154-RFP: Maintenance, Repair, Operating Supplies, Industrial Supplies, and Related Products and Services Attachment A-1 Pricing Analysis Wholesale MRO Page 4 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 97 Item Number Manuacturer Name Manufacturer Product Number Product Number Product Description Unit of Measure Quantity List Price Discount Percent (%) Unit Net Price Extended Total Price Maricopa County Bid Serial 16154-RFP: Maintenance, Repair, Operating Supplies, Industrial Supplies, and Related Products and Services Attachment A-1 Pricing Analysis Wholesale MRO 48 HD SUPPLY 1622-RE 404472 16x22" Recsd Mnt Mirror Medcin Cab EA 1,126 -$ -$ 49 HD SUPPLY 1094-06 325255 10" WHITE DRUM FIXTURE, CLEAR/WHT GLASS EA 2,187 -$ -$ 50 HD SUPPLY PL-2440 317875 13-3/4" ROUND WHITE ACRYLIC DRUM LENS EA 2,756 -$ -$ 51 HD SUPPLY XL-W-011 233750 6" UNIVERSAL SURFACE RANGE ELEMENT EA 5,339 -$ -$ 52 HD SUPPLY SX36FC1816-100 857650 36" x 100' Fiberglass Screen Charcoal EA 1,108 -$ -$ 53 HD SUPPLY 1626-R 189811 16x26" Recessed Mirrored Medicine Cab EA 1,309 -$ -$ 54 HD SUPPLY 1049-06 322000 10" WHITE CEILING DRUM FIXTURE EA 2,013 -$ -$ 55 J.T.EATON & CO., INC.11-00PRE6 111882 Rat And Mouse Glue Tray 12/Pkg PKG 12 2,760 -$ -$ 56 KIDDE 21006377-N 126726 KIDDE AC/DC CO/SMOKE ALARM - TALKING EA 5,702 -$ -$ 57 KIDDE 21006378 103406 KIDDE WIRE-IN W/ 9V BATTERY BACK-UP SMO EA 8,241 -$ -$ 58 KIDDE 21006376 340004 KIDDE WIRE-IN W/ 9V BATT BACK-UP SMO EA 5,334 -$ -$ 59 KIDDE 21007586 126734 FIREX AC/DC SMOKE ALARM EA 3,947 -$ -$ 60 KIDDE 21025811 126662 MWH CO ALARM EA 2,903 -$ -$ 61 KIDDE 21006371 126532 KIDDE PHOTOELECTRIC SMOKE ALARM PE120 EA 2,439 -$ -$ 62 KIDDE 21025778 340005 KIDDE Battery Carbon Monoxide Alarm EA 1,984 -$ -$ 63 KIDDE 21009423 126505 MWH BATTERY IONIZATION SMOKE ALARM PK/6 PKG 6 1,609 -$ -$ 64 KIMBERLY CLARK 75260 117397 Scott Rags In A Box 200/Pkg PKG 200 8,174 -$ -$ 65 MAINTENANCE WAREHOUSE L8648AKFR01 119070 56 Gal 1.65 Mil Trash Bag 100/Cs PKG 100 2,450 -$ -$ 66 MAINTENANCE WAREHOUSE L7658AKFR01 119071 55-60 Gal 1.5 Mil Trash Bag 100/Cs EA00 2,343 -$ -$ 67 MAINTENANCE WAREHOUSE L8046AKFR01 119060 40-45 Gal 1.5 Mil Trash Bag 100/Pkg PKG 100 2,456 -$ -$ 68 MAINTENANCE WAREHOUSE ESL13T/12/HDS 313258 CFLi Bulb VL 13W 2700K Twist 12pk PKG 12 3,112 -$ -$ 69 MAINTENANCE WAREHOUSE ESL13T/41K/12/HDS 313264 CFLi Bulb VL 13W 4100K Twist 12pk PKG 12 2,904 -$ -$ 70 MAINTENANCE WAREHOUSE N4827TWFR01 119135 13 Gal .9 Mil Trash Bag 200/Cs PKG 200 1,676 -$ -$ 71 MAINTENANCE WAREHOUSE H7856AGF 119125 55-60 Gal 1.55 Mil Trash Bag 50/Cs PKG 50 2,156 -$ -$ 72 MAINTENANCE WAREHOUSE 30181603 568501 MW Wood Toilet Seat Round 6 Pack PKG 6 2,142 -$ -$ 73 MAINTENANCE WAREHOUSE 30181603 568515 MW Wood Toilet Seat Elongated 6 Pack PKG 6 1,007 -$ -$ 74 MAINTENANCE WAREHOUSE TSR60AS-EL-6 568729 Toilet Seat Plastic MW Elongated 6/Pkg PKG 6 897 -$ -$ 75 MAINTENANCE WAREHOUSE X6648QKF 119099 42 Gal 2.5 Mil Trash Bag 50/Cs PKG 50 1,447 -$ -$ 76 MAINTENANCE WAREHOUSE T-99820-HDS 502062 Mntnce Wrhse Terry Towel, 24/Pkg PKG 24 2,694 -$ -$ 77 MODULAR VANITY TOPS 30181504 404379 19x17" Wht Cult Mrbl Vnty Top W/Snk EA 884 -$ -$ 78 MORTON SALT F115010000 300490 Morton Water Softener Salt Pellets 50LB EA 5,450 -$ -$ 79 PHILIPS LIGHTING CO.196865 314615 T8 Ballast Adv 2 Bulb Elec 32W 120-277V EA 3,630 -$ -$ 80 PHILIPS LIGHTING CO.427187 327499 FLR Bulb Phl 40W T12 4100K 89CRI 30pk PKG 30 1,134 -$ -$ 81 PHILIPS LIGHTING CO.454199 311632 CFLi Bulb Phl 13W 2700K Twist GU24 Base EA 9,410 -$ -$ 82 PHILIPS LIGHTING CO.117788 312971 CFL Ballast Adv 1-2 Bulb Elec 120-277V EA 1,535 -$ -$ 83 PREFOLLOW CO 5U039 115101 32" Pick-Up Tool EA 1,924 -$ -$ 84 PRIME LINE PRODUCTS K-5109 856770 Hvy Dty Pneumatic Storm Door Clsr Black EA 8,410 -$ -$ 85 PRIME LINE PRODUCTS K-5071 855900 1-3/4" Storm Door Handle Black EA 5,886 -$ -$ 86 RESEARCH PRODUCTS CO 96923199 246850 8-3/4x10-1/2x3/32 Alum Range Hood Fltr EA 20,597 -$ -$ 87 RESEARCH PRODUCTS CO 97023195 246400 8-3/4x10-1/2 Actvtd Carbon Rng Hd Fltr EA 19,191 -$ -$ 88 ROPPE CORP H140LA5P100 809775 Roppe 4" X 4' Black Cove Base, CS/16 CS 16 3,146 -$ -$ 89 SAS SAFETY CORP 66519 117955 DISP XL NITRILE GLOVES "PKG OF 100"PKG 100 10,077 -$ -$ 90 SAS SAFETY CORP 6609-40 117844 DISP XL NITRILE GLOVES "PKG OF 50"PKG 50 6,278 -$ -$ 91 SAS SAFETY CORP 66518 117954 DISP LARGE NITRILE GLOVES "PKG OF 100"PKG 100 5,590 -$ -$ 92 SEASONS TSPLH0010 568700 Seasons Plastic Toilet Seat EL White EA 2,574 -$ -$ 93 SHIELD SECURITY 97600 913800 Shield Security Tulip Passage Knob Brass EA 8,343 -$ -$ 94 SUPERIOR/HKF-WEST INC 6080-060 250358 Replacement GE Refrig Evap Fan Motor EA 1,386 -$ -$ 95 SUPERIOR/HKF-WEST INC 6080-009 250674 Vented Range Hood Fan Assembly EA 1,626 -$ -$ Page 5 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 98 Item Number Manuacturer Name Manufacturer Product Number Product Number Product Description Unit of Measure Quantity List Price Discount Percent (%) Unit Net Price Extended Total Price Maricopa County Bid Serial 16154-RFP: Maintenance, Repair, Operating Supplies, Industrial Supplies, and Related Products and Services Attachment A-1 Pricing Analysis Wholesale MRO 96 TCP 33113SP 327860 CFLi Bulb TCP 13W 2700K Twist GU24 Base EA 8,667 -$ -$ 97 UNIVERSAL POWER GROUP D5733 325771 6V 4.5Ah Lead Acid Emergency Battery EA 4,509 -$ -$ 98 W.W. HENRY COMPANY FP00430069 807245 Henry 4 Gallon Tile Adhesive EA 1,854 -$ -$ 99 W.W. HENRY COMPANY 12169 531080 Henry# 595 Cove Base Adhesive 11oz EA 14,806 -$ -$ 100 WHITE-RODGERS 01F78 144S1 213664 W/R 24V DIGITAL HEAT/COOL NON-PROGRAM EA 1,577 -$ -$ -$ TOTAL Page 6 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 99 Item Number Manuacturer Name Manufacturer Product Number Product Number Product Description Unit of Measure Quantity List Price Discount Percent (%) Unit Net Price Extended Total Price Example ABC Company 123456 11111 ABC HYDRAULIC CYLINDER EA 1000 $ 10.00 20% $ 8.00 $ 8,000.00 1 BALDOR EM2559TS-4 EM2559TS-4 AC Motor, Premium Efficient, 125 HP EA 10 -$ -$ 2 BALDOR IDVSM4314T IDVSM4314T AC Motor, Inverter/Vector, 60 HP EA 10 -$ -$ 3 BALDOR EM4110T EM4110T Super-E® Premium Efficient Rigid Base AC Motor, 324T Frame; Rigid Base EA 12 -$ -$ 4 BALDOR EM2547T EM2547T Super-E® Premium Efficient 1800 RPM Three Phase Rigid Base AC Motor, 60hp EA 12 -$ -$ 5 BALDOR EM2543T EM2543T Super-E® Premium Efficient 1800 RPM Three Phase Rigid Base AC Motor, 50hp EA 14 -$ -$ 6 BALDOR VEBM3615T VEBM3615T Integral HP Cast Iron140-280frame AC Electrical Motor EA 15 -$ -$ 7 BALDOR EM4314T-G EM4314T-G HVAC Motor, 3 PH, 60 HP, 230/460 V, 1800 RPM, TEFC, 364T Frame EA 15 -$ -$ 8 BALDOR VECP3770T VECP3770T Super-E® Mill & Chemical Duty AC Motor, 213TC Frame; F1 Mounting Style EA 16 -$ -$ 9 BALDOR EM2513T EM2513T Super-E® Premium Efficient 1800 RPM Three Phase Rigid Base AC Motor, 15hp EA 17 -$ -$ 10 BALDOR VEBM3558T VEBM3558T Fractional HP Brakemotor AC Electrical Motor EA 17 -$ -$ 11 BALDOR EM3311T EM3311T Super-E® Premium Efficient 1800 RPM Three Phase Rigid Base AC Motor, 213T Frame; Rigid Base EA 18 -$ -$ 12 BALDOR CEM3661T CEM3661T Super-E® Premium Efficient AC Motor, 182TC Frame, F-1 Mounting Style EA 20 -$ -$ 13 BALDOR EM3714T EM3714T Super-E® Premium Efficient AC Motor, 215T Frame, F-1 Mounting Style EA 21 -$ -$ 14 BALDOR EM3313T EM3313T Super-E® Premium Efficient 1800 RPM Three Phase Rigid Base AC Motor, 10hp EA 21 -$ -$ 15 BALDOR EM3710T EM3710T Super-E® Premium Efficient AC Motor, 213T Frame; Rigid Base EA 22 -$ -$ 16 BALDOR EM3611T EM3611T Super-E® Premium Efficient AC Motor, Rigid Base, 182T Frame EA 26 -$ -$ 17 BALDOR EM3546T EM3546T Super-E® Premium Efficient AC Motor, 143T Frame; General Purpose EA 30 -$ -$ 18 BALDOR CEM3546T CEM3546T Super-E® Premium Efficient AC Motor, C-Face (With Base), 143TC Frame EA 35 -$ -$ 19 BALDOR CEM3558T CEM3558T Super-E® Premium Efficient AC Motor; 145TC Frame EA 85 -$ -$ 20 CAMFIL FARR 855080139 855080139 Durafil® 2V High efficiency, V-style air filter in all plastic enclosing frame EA 70 -$ -$ 21 CAMFIL FARR 405619A22 405619A22 Multi-pocket high efficiency filters with tapered pleats and pockets, 24"x24"x22"EA 96 -$ -$ 22 CAMFIL FARR 405619A12 405619A12 Multi-pocket high efficiency filters with tapered pleats and pockets, 24"x24"x12"EA 140 -$ -$ 23 CAMFIL FARR 404340004 404340004 High efficiency supported media box filter with low initial pressure drop, 24"x24"x12"EA 240 -$ -$ 24 CAMFIL FARR 049880005 049880005 30/30® High-Capacity Pleated Panel Filters EA 578 -$ -$ 25 CONSOLIDATED BEARING NNF-5026A-DA2RSV NNF-5026A-DA2RSV Full Compliment Cylindrical Roller Single Row Radial EA 14 -$ -$ 26 CONTINENTAL 2100 14M55HAWK 2100 14M55HAWK Hawk Pd™ Belt, 55 mm width, 100mm Pitch Length, single Sided EA 40 -$ -$ 27 CONTINENTAL 5VX1900 5VX1900 Hy-T® Wedge Cogged Belt, 190" Outside Length EA 83 -$ -$ 28 CONTINENTAL 5V1800 5V1800 Hy-T® Wedge (Envelope) Belt, 180" Outside Length EA 115 -$ -$ 29 CONTINENTAL 5VX1800 5VX1800 Hy-T® Wedge Cogged Belt, 180" Outside Length EA 163 -$ -$ 30 CONTINENTAL 5VX1600 5VX1600 Hy-T® Wedge Cogged Belt, 160" Outside Length EA 163 -$ -$ 31 CONTINENTAL 5VX1120 5VX1120 Hy-T® Wedge Cogged Belt, 112" Outside Length EA 165 -$ -$ 32 CONTINENTAL 5VX1250 5VX1250 Hy-T® Wedge Cogged Belt, 125" Outside Length EA 171 -$ -$ 33 CONTINENTAL 5VX1000 5VX1000 Hy-T® Wedge Cogged Belt, 100" Outside Length EA 173 -$ -$ 34 CONTINENTAL 5VX1060 5VX1060 Hy-T® Wedge Cogged Belt, 106" Outside Length EA 189 -$ -$ 35 CONTINENTAL SPC4750 SPC4750 Metric V-Belt, 4780mm outside length EA 202 -$ -$ 36 CONTINENTAL 5VX1320 5VX1320 Hy-T® Wedge Cogged Belt, 132" Outside Length EA 206 -$ -$ 37 CONTINENTAL 5VX1700 5VX1700 Hy-T® Wedge Cogged Belt, 170" Outside Length EA 210 -$ -$ 38 CONTINENTAL 5VX1180 5VX1180 Hy-T® Wedge Cogged Belt, 118" Outside Length EA 306 -$ -$ 39 CONTINENTAL 5VX800 5VX800 ContiTech HY-T Wedge Torque Team V-Belt, Banded & Cogged, 4 Rib, 2.5" Width, 0.53" Height, 80" EA 152 -$ -$ 40 COOPER SPLIT 01BCP600GRAT 01BCP600GRAT 01 Series Cast Iron Split Cylindrical Pillow Block, Non-Expansion Type EA 16 -$ -$ 41 COOPER SPLIT 01BCP600EXAT 01BCP600EXAT 01 Series Cast Iron Split Cylindrical Pillow Block, Expansion Type EA 16 -$ -$ 42 CROSS 210DB 210DB DB Series Tie Rod Cylinder, Hydraulic Cylinder EA 94 -$ -$ 43 DODGE 5 7/16SLVOL132424 5 7/16SLVOL132424 Sleevoil® RTL Pillow Block Liner Assembly; Shaft Size 5 7/16"EA 12 -$ -$ 44 DODGE TA5215H25TPR TA5215H25TPR Torque Arm II Taper Bushed Shaft Mount Reducer EA 22 -$ -$ 45 DODGE TA5215MTR MOUNT TA5215MTR MOUNT Motor Mount for Torque Arm II Unit 5215 EA 22 -$ -$ 46 DODGE P2BE307R P2BE307R Type E-XTRA™ Pillow Block; Springlok™ Collar; Heavy-Duty; Contact Seals; 2-Bolt Non-Expansion Pillow BlockEA 42 -$ -$ 47 DODGE P4BE315R IRON P4BE315R IRON Type E-XTRA™ Pillow Block; 4-Bolt Cast Iron Pillow Block; Contact Seals; Springlok Collar; Tapered Roller TypeEA 74 -$ -$ 48 DODGE P2BSC103 P2BSC103 SC Series Normal-Duty Pillow Block EA 113 -$ -$ 49 DODGE F2BDL107 F2BDL107 D-Lok™ DL Series Normal-Duty Cast Iron 2-Bolt Flange Unit EA 252 -$ -$ 50 DODGE 10H FLX FLG 10H FLX FLG D-FLEX ELASTOMERIC SLEEVE COUPLINGS EA 28 -$ -$ 51 DODGE 077587 077587 OLF-2 SYSTEM 1PH EA 12 -$ -$ 52 DONALDSON P167185 P167185 High Pressure Hydraulic Cartridge for Series HPK03 & HPK04, 8" long EA 72 -$ -$ 53 FLUKE CORP.FLUKE-754 FLUKE-754 754 Documenting Process Calibrator-HART EA 13 -$ -$ 54 FLUKE CORP.FLUKE-87-5 FLUKE-87-5 80 Series V Industrial Multimeter, Analog/Digital EA 33 -$ -$ 55 GARLOCK 21852-4156 21852-4156 Model 64 Single Lip Seal w/Dual Springs; Internal Single Lip w/ Dual Springs; Mill-Right® V EA 60 -$ -$ 56 GRACO 243601 243601 Other Lubrication Device EA 24 -$ -$ Maricopa County Bid Serial 16154-RFP: Maintenance, Repair, Operating Supplies, Industrial Supplies, and Related Products and Services Attachment A-1 Pricing Analysis Industrial Page 7 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 100 Item Number Manuacturer Name Manufacturer Product Number Product Number Product Description Unit of Measure Quantity List Price Discount Percent (%) Unit Net Price Extended Total Price Maricopa County Bid Serial 16154-RFP: Maintenance, Repair, Operating Supplies, Industrial Supplies, and Related Products and Services Attachment A-1 Pricing Analysis Industrial 57 JET TOOLS 354035 354035 1-1/2 -2HP 3PH 440/460V 26" Gear Head Drill Press EA 10 -$ -$ 58 LINK-BELT PLB6855D5 PLB6855D5 P-LB6800 Series Spherical Roller Bearing Cast Iron Pillow Block, 2-Bolt Pillow Block EA 18 -$ -$ 59 LINK-BELT PLB6863FR PLB6863FR P-LB6800 Series Spherical Roller Bearing Cast Iron Pillow Block, 4-Bolt Pillow Block EA 20 -$ -$ 60 LINK-BELT PB22440H PB22440H Spherical Roller Bearing Pillow Block, 2 Bolt Holes, Relubricatable, Non-Expansion, Cast Iron, Setscrew Locking CollarEA 26 -$ -$ 61 LOCTITE 1323940 1323940 PC 72189™ Nordbak® Wearing Compound, 25 lb Kit, Abrasive-Resistant Apoxy EA 40 -$ -$ 62 LOCTITE 59231 59231 592™ Thread Sealant, 50mL Tube EA 435 -$ -$ 63 LPS LABORATORIES 00116 00116 LPS 1® Greaseless Lubricant, 16 oz aerosol EA 1,453 -$ -$ 64 LPS LABORATORIES 00316 00316 LPS 3 Premier Rust Inhibitor, 11 oz Aerosol EA 453 -$ -$ 65 LUBRIPLATE L0975-062 L0975-062 Machine Tool Lubricant, 55 gal Drum; Multi-Purpose; Synthetic EA 12 -$ -$ 66 McGILL CF3 1/2SB CF3 1/2SB CF-B & CF-SB Series CAMROL® Cam Follower Bearing, 3 1/2" Roller Diameter EA 106 -$ -$ 67 McGILL CF2SB CF2SB CAMROL® Standard Stud Cam Follower, 2" Roller Diameter EA 162 -$ -$ 68 MRC 7228PDU-BRZ 7228PDU-BRZ 7200-PD Light Series Duplex Ball Bearing, Single Row Angular Contact Bearing EA 19 -$ -$ 69 REXNORD E30 ELEMENT E30 ELEMENT Omega Coupling Element for Size 30 Coupling EA 40 -$ -$ 70 SEALMASTER MST-63 MST-63 MST Series Medium-Duty Take-Up Unit EA 14 -$ -$ 71 SEALMASTER SFT-24 SFT-24 SFT Series Standard-Duty Setscrew Locking 2-Bolt Flange Unit EA 66 -$ -$ 72 SKF TKSA 41 TKSA 41 Advanced Laser Shaft Alignment Tool With Enhanced Measuring And Reporting EA 12 -$ -$ 73 SKF TKBA 40 TKBA 40 Laser Belt Alignment Tool, 20 ft (6 m) Max Operating Distance EA 14 -$ -$ 74 SKF GE120TXA-2LS GE120TXA-2LS Unmounted Plane Bearing; Spherical Plain & Rod End EA 20 -$ -$ 75 SKF 7228BCBM 7228BCBM Light 7200 Series Angular Contact Ball Bearing, 140 mm ID EA 21 -$ -$ 76 SKF 7320BECBM 7320BECBM Medium 7300 Series Angular Contact Ball Bearing, 100mm ID EA 28 -$ -$ 77 SKF 7222BECBM 7222BECBM Light 7200 Series Angular Contact Ball Bearing, 110 mm ID EA 28 -$ -$ 78 SKF 7315BECBM 7315BECBM Medium 7300 Series Angular Contact Ball Bearing, 75mm ID EA 32 -$ -$ 79 SKF 7317BECBY 7317BECBY Medium 7300 Series Angular Contact Ball Bearing, 85mm ID EA 37 -$ -$ 80 SKF SYE1.15/16NH SYE1.15/16NH SYE-N Series Roller Bearing Unit EA 53 -$ -$ 81 SKF 7311BECBY 7311BECBY Medium 7300 Series Angular Contact Ball Bearing, 55mm ID EA 71 -$ -$ 82 SKF LAGD125/WA2 LAGD125/WA2 SYSTEM 24 Automatic Grease Lubricator - Single Use EA 159 -$ -$ 83 SKF 7322BECBM 7322BECBM Angular contact ball bearings, single row EA 17 -$ -$ 84 T.B.WOODS MCS13Y218 MCS13Y218 MCS 13-Y 2-1/8, Variable Pitch Pulley, For Belt: (4836V), Grooves: 1, Bore: 2-1/8" Finished with No KeywayEA 12 -$ -$ 85 TIMKEN HH926749 HH926749 Tapered Roller Bearing Single Cone, 4 3/4" Straight Bore; Standard Tolerance EA 17 -$ -$ 86 TIMKEN HM127446 90362 HM127446 90362 Bearing, Tapered; Standard Precision EA 18 -$ -$ 87 TIMKEN HM120848 HM120848 Tapered Roller Bearing Single Cone, 4" Straight Bore; Standard Tolerance EA 50 -$ -$ 88 TIMKEN HM129848 90294 HM129848 90294 Standard Precision, Assembled Bearing EA 75 -$ -$ 89 TORRINGTON 23260YMBW525C08 23260YMBW525C08 Spherical Roller Bearing, Radial Bearing; Straight Bore; Brass / Bronze Cage EA 22 -$ -$ 90 TORRINGTON 300RU92AD1112R3 300RU92AD1112R3 Cylindrical Bearing, Straight Bore; Brass / Bronze Cage; Removable Inner Ring - Straight EA 22 -$ -$ 91 U.S. ELETRIC MOTORS D125P1FS D125P1FS 125 HP US Motor 3600 RPM 404TS Frame ODP EA 10 -$ -$ 92 U.S. ELETRIC MOTORS U25P2D U25P2D General Purpose Motor - 3 ph, 25 hp, 1800 rpm, 208-230/460 V, 50/60 Hz, 284T Frame, TEFC EA 15 -$ -$ 93 WARNER ELECTRIC 320-22-020A 320-22-020A Electrical Clutch & Brakes EA 14 -$ -$ 94 WARNER ELECTRIC 320-12-018A 320-12-018A Electrical Clutch & Brakes EA 14 -$ -$ 95 WARNER ELECTRIC 5371-4 5371-4 Electrical Clutch & Brakes EA 23 -$ -$ 96 WARNER ELECTRIC 5370-111-013 5370-111-013 Electrical Clutch & Brakes EA 65 -$ -$ 97 WARNER ELECTRIC 540-1642 540-1642 Electrical Clutch & Brakes EA 76 -$ -$ 98 WARNER ELECTRIC 5370-273-232 5370-273-232 Actuators & Wg Jacks Accessory EA 91 -$ -$ 99 WARREN RUPP SNDPIPER W15-4,DB1II.W15-4,DB1II.Cast-Iron Buna Single Double Diaphragm Pump, 260 gpm, 125 psi EA 10 -$ -$ 100 WEG ELECTRIC CORP 15036ET3G445TS-W22 15036ET3G445TS-W22 Premium Efficiency Electrical Motor EA 10 -$ -$ 8,000.00$ TOTAL Page 8 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 101 SERIAL 16154-RFP EXHIBIT 3 (DRAFT CONTRACT) CONTRACT PURSUANT TO RFP SERIAL 16154-RFP This Contract is entered into this _____ day of ____________, 20__ by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and _______________________________, an Arizona corporation (“Contractor”) for the purchase of Maintenance Repair and Operating Supplies and Services. 1.0 CONTRACT TERM: 1.1 This Contract is for a term of Five (5) years, beginning on the ____ day of _______, 2016 and ending the ___ day of _________, 20___. 1.2 The County may, at its option and with the agreement of the Contractor, renew the term of this Contract for additional terms up to a maximum of five (5) additional years, (or at the County’s sole discretion, extend the contract on a month-to-month bases for a maximum of six (6) months after expiration). The County shall notify the Contractor in writing of its intent to extend the Contract term at least sixty (60) calendar days prior to the expiration of the original contract term, or any additional term thereafter. 2.0 FEE ADJUSTMENTS: 2.1 Any request for a fee adjustment must be submitted sixty (60) days prior to the current Contract expiration. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. If County agrees to the adjusted fee, County shall issue written approval of the change. The reasonableness of the request will be determined by comparing the request with the (Consumer Price Index) or by performing a market survey. 3.0 PAYMENTS: 3.1 As consideration for performance of the duties described herein, County shall pay Contractor the prices based on the discounts stated in Exhibit “A.” or Task Order. 3.2 Payment shall be made upon the County’s receipt of a properly completed invoice. 3.3 INVOICES: 3.3.1 The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s) can be made. Incomplete invoices will not be processed. At a minimum, the invoice must provide the following information: • Company name, address and contact • County bill-to name and contact information Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 102 SERIAL 16154-RFP • Contract Serial Number or • County purchase order number • Invoice number and date • Payment terms • Date of service or delivery • Quantity (number of days or weeks) • Contract Item number(s) • Description of Purchase (product or services) • Pricing per unit of purchase • Freight (if applicable) • Extended price • Mileage w/rate (if applicable) • Arrival and completion time (if applicable) • Total Amount Due 3.3.2 Problems regarding billing or invoicing shall be directed to the using agency as listed on the Purchase Order. 3.3.3 Payment shall be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site (http://www.maricopa.gov/Finance/Vendors.aspx). 3.3.4 Discounts offered in the contract shall be calculated based on t he date a properly completed invoice is received by the County (ROI). 3.3.5 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.3.6 Invoices are required to contain the following information: (Maricopa County Facilities Management) Company name, address and contact County bill-to name and contact information Building Name and Building Number Contract Serial Number or County purchase order number Maximo (FMD) service call number Invoice number and date Date of service or delivery Description of Purchase (services performed) Pricing per unit of purchase Extended price Arrival and completion time Total Amount Due 3.3.7 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County (ROI). 3.3.8 Problems regarding billing or invoicing shall be directed to the using agency as listed on the Purchase Order. 3.3.9 Payment shall be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 103 SERIAL 16154-RFP Form located on the County Department of Finance Vendor Registration Web Site (http://www.maricopa.gov/Finance/Vendors.aspx). 3.3.10 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated fi nancial institution for access to those details. 3.4 PAYMENT RETENTION: (By Task Order/Project if required) 3.4.1 Ten percent (10%) of monies paid for Project Management and Project Labor earned by CONTRACTOR related to work under this agreement shall be retained by COUNTY until Final Completion of the services. COUNTY may elect to release specific retention payments based on mutually agreed milestones, but in no case shall retention be released prior to Final Completion. All other payment terms and conditions shall not be affected by the retention. In the event of termination or cancellation of this contract by County through no fault of CONTRACTOR, CONTRACTOR shall be entitled to the refund of any funds in the retention account. 3.4.2 The CONTRACTOR shall have the right, pursuant to Arizona Revised Statues, to submit securities in lieu of retention for all work completed. The CONTRACTOR is required to request this option at least ten (10) business days prior to submission of first Application for Payment to allow time for preparation of forms. The CONTRACTOR shall request and obtain securities forms through COUNTY. The COUNTY must identify either securities option or retention option prior to first Application for Payment. 3.5 APPLICABLE TAXES: 3.5.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor’s invoices. 3.5.2 State and Local Transaction Privilege Taxes: Maricopa County is subject to all applicable state and local transaction privilege taxes. To the extent any state and local transaction privilege taxes apply to sales made under the terms of this contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority. 3.5.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation. 3.6 TAX: (SERVICES) No tax shall be levied against labor. It is the responsibility of the Contractor to determine any and all taxes and include the same in proposal price. 3.7 TAX (COMMODITIES): Tax shall not be levied against labor. Sales/use tax will be determined by County. Tax will not b e used in determining low price. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 104 SERIAL 16154-RFP 3.8 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE): 3.8.1 The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of Arizona, many Phoenix metropolitan area municipalities, and many K -12 unified school districts. Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful Respondent under this solicitation, a member of $AVE may access a contract resulting from a solicitation issued by the County. If you do not want to grant such access to a member of $AVE, please so state in your proposal. In the absence of a statement to the contrary, the County will assume that you do wish to grant access to any contract that may result from this Request for Proposal. 3.9 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s) 3.9.1 County currently holds ICPA’s with numerous governmental entities throughout the State of Arizona. These agreements allow those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of the County Contract. Please indicate on Attachment A, your acceptance or rejection regarding such participation of other governmental entities. Your response will not be considered as an evaluation factor in awarding a contract 3.10 VOLUNTARY EMPLOYEE DISCOUNTS 3.10.1 Vendors may voluntarily offer discounts to County employees for products or services provided under this contract. Whether a vendor offers or does not offer an employee discount is not a factor in nor considered in the evaluation of responses to this solicitation. 3.10.2 Any discount offered is part of a commercial transaction between the vendor and individual County employees and the County is not a party to the transaction. Any disputes or issues arising from an individual commercial transaction between the vendor and an individual County employee are a matter between the vendor and the employee. If a discount is offered, the terms will be announced to County employees. 4.0 AVAILABILITY OF FUNDS: 4.1 The provisions of this Contract relating to payment for services shall become effective when funds assigned for the purpose of compensating the Contractor as herein provided are actually available to County for disbursement. The County shall be the sole judge and authority in determining the availability of funds under this Contract. County shall keep the Contractor fully informed as to the availability of funds. 4.2 If any action is taken by any state agency, Federal department or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in connection with, this Contract. In the event of termination, County shall be li able for payment only for services rendered prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this Contract. County shall give written notice of the effective date of any suspension, amendment, or termination under this Section, at least ten (10) days in advance. 5.0 DUTIES: 5.1 The Contractor shall perform all duties stated in Exhibit “B”, Task Order or as otherwise directed in writing by the Procurement Officer. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 105 SERIAL 16154-RFP 6.0 TERMS and CONDITIONS: 6.1 INDEMNIFICATION: To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the negligent acts, errors, omissions, or mistakes relating to the performance of this Contract. Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, agents, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment of, or destruction of tangible property, including loss of use resulting there from, caused by negligent acts, errors, omissions, or mistakes in the performance of this Contract, but only to the extent caused by the negligent acts or omissions of the Contractor, a subcontr actor, any one directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. The scope of this indemnification does not extend to the sole negligence of County. 6.2 INSURANCE. 6.2.1 Contractor, at Contractor’s own expense, shall purchase and maintain the herein stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County. 6.2.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the Contract is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this Contract. 6.2.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 6.2.4 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County’s right to coverage afforded under the insurance policies. 6.2.5 The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to County under such policies. Contractor shall be solely responsible for the deductible and/or self-insured retention and County, at its option, may require Contractor to secure payment of such deductibles or self -insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 6.2.6 The insurance policies required by this Contract, except Workers’ Compensation and Errors and Omissions, shall name County, its agents, representatives, officers, directors, officials and employees as Additional Insureds. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 106 SERIAL 16154-RFP 6.2.7 The policies required hereunder, except Workers’ Compensation and Errors and Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, representatives, officers, directors, officials and employees for any claims arising out of Contractor’s work or service. 6.2.8 Commercial General Liability. Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third party action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 6.2.9 Automobile Liability. Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a combined single limit for bodily injury and property damage of not less than $1,000,000 each occurrence with respect to any of the Contractor’s owned, hired, and non-owned vehicles assigned to or used in performance of the Contractor’s work or services or use or maintenance of the Premises under this Contract. 6.2.10 Workers’ Compensation. Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of Contractor’s employees engaged in the performance of the work or services under this Contract; and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. Contractor, its contractors and its subcontractors waive all rights against Contract and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability insurance obtained by Contractor, its contractors and its subcontractors pursuant to this Contract. 6.2.11 Errors and Omissions (Professional Liability) Insurance. Errors and Omissions (Professional Liability) insurance and, if necessary, Commercial Umbrella insurance, which will insure and provide coverage for errors or omissions or professional liability of the CONTRACTOR, with limits of no less than $2,000,000 for each claim. 6.2.12 Builder’s Risk (Property) Insurance. CONTRACTOR shall purchase and maintain, on a replacement cost basis, Builders’ Risk insurance and, if necessary, Commercial Umbrella insurance in the amount of the initial Contract amount as well as subsequent modifications thereto for the entire work at the site. Such Builders’ Risk insurance shall be maintained until final payment has been made or until no person or entity other than COUNTY has an insurable interest in the property required to be covered, whichever is earlier. This insurance shall include interests of COUNTY, CONTRACTOR, and all subcontractors and sub‐subcontractors in the work during the life of the Contract and course of construction, and shall continue until the work is completed and accepted by COUNTY. For new construction projects, CONTRACTOR agrees to assume full responsibility for loss or damage to the work being performed and to the structures under construction. For renovation construction Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 107 SERIAL 16154-RFP projects, CONTRACTOR agrees to assume responsibility for loss or damage to the work being performed at least up to the full Contract amount, unless otherwise required by the Contract documents or amendments thereto. Builders’ Risk insurance shall be on a special form and shall also cover false work and temporary buildings and shall insure against risk of direct physical loss or damage from external causes including debris removal, demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for architect’s service and expenses required as a result of such insured loss and other “soft costs” as required by the Contract. Builders’ Risk insurance must provide coverage from the time any covered property comes under CONTRACTOR’S control and/or responsibility, and continue without interruption during construction, renovation, or installation, including any time during which the covered property is being transported to the construction installation site, and while on the construction or installation site awaiting installation. The policy will provide coverage while the covered premises or any part thereof are occupied. Builders’ Risk insurance shall be primary and any insurance or self‐insurance maintained by the County is not contributory. If the Contract requires testing of equipment or other similar operations, at the option of COUNTY, CONTRACTOR will be responsible for providing property insurance for these exposures under a Boiler Machinery insurance policy or the Builders’ Risk Insurance policy. 6.2.13 Certificates of Insurance. 6.2.13.1 Prior to Contract AWARD, Contractor shall furnish the County with valid and complete certificates of insurance, or formal endorsements as required by the Contract in the form provided by the County, issued by Contractor’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Contract are in full force and effect. Such certificates shall identify this contract number and title. 6.2.13.2 In the event any insurance policy (ies) required by this contract is (are) written on a “claims made” basis, coverage shall extend for two years past completion and acceptance of Contractor’s work or services and as evidenced by annua l Certificates of Insurance. 6.2.13.3 If a policy does expire during the life of the Contract, a renewal certificate must be sent to County fifteen (15) days prior to the expiration date. 6.2.14 Cancellation and Expiration Notice. Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to Maricopa County. Contractor must provide to Maricopa County, within 2 business days of receipt, if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to Maricopa County Office of Procurement Services and shall be mailed or hand delivered to 320 West Lincoln Street, Phoenix, AZ 85003, or emailed to Procurement Officer noted in solicitation. 6.3 BOND REQUIREMENT: (If required by Project/Task Order) 6.3.1 Concurrently with the submittal of the Contract, the Contractor shall furnish the Contracting Agency the following bonds, which shall become binding upon the award of the contract to the Contractor. 6.3.1.1 A Performance Bond equal to the full Contract amount ($________or as specified) conditioned upon the faithful performance of the Contract in accordance with plans, specifications and conditions thereof. Such bond shall be solely for the protection of the Contracting Agency awarding the Contract. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 108 SERIAL 16154-RFP 6.3.1.2 A Payment Bond equal to the full contract amount ($________or as specified) solely for the protection of claimants supplying labor and materials to the Contractor or his Subcontractors in the prosecution of the work provided for in such Contract. 6.3.2 Each such bond shall include a provision allowing the prevailing party in a suit on such bond to recover as a part of his judgment such reasonable attorney’s fees as may be fixed by a judge of the court. 6.3.3 Each bond shall be executed by a surety company or companies holding a certificate of authority to transact surety business in the State of Arizona issued by the Director of the Department of Insurance. The bonds shall not be executed by an individual surety or sureties. The bonds shall be made payable and acceptable to the Contr acting Agency. The bonds shall be written or countersigned by an authorized representative of the surety who is either a resident of the State of Arizona or whose principal office is maintained in this state, as by law required, and the bonds shall have a ttached thereto a certified copy of the Power of Attorney of the signing official. In addition, said company or companies shall be rated “Best-A” or better as required by the Contracting Agency, as currently listed in the most recent Best Key Rating Guide, published by the A.M. Best Company. 6.4 FORCE MAJEURE 6.4.1 Neither party shall be liable for failure of performance, nor incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Contract if such delay or failure is caused by events, occurrences, or causes beyond the reasonable control and without negligence of the parties. Such events, occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, interruption or failure of electricity or telecommunication service. 6.4.2 Each party, as applicable, shall give the other party notice of its inability to perform and particulars in reasonable detail of the cause of the inability. Each party must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply. 6.4.3 The party asserting Force Majeure as a cause for non-performance shall have the burden of proving that reasonable steps were taken to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated. 6.4.4 The County shall reserve the right to terminate this Contract and/or any applicable order or contract release purchase order upon non -performance by Contractor. The County shall reserve the right to extend the Contract and time for performance at its discretion. 6.5 WARRANTY OF SERVICES: 6.5.1 The Contractor warrants that all services provided hereunder will conform to the requirements of the Contract, including all descriptions, specifications and attachments made a part of this Contract. County’s acceptance of services or goods provided by the Contractor shall not relieve the Contractor from its obligations under this warranty. 6.5.2 In addition to its other remedies, County may, at the Contractor's expense, require prompt correction of any services failing to meet the Contractor's warranty herein. Services corrected by the Contractor shall be subject to all the provisions of this Contract in the manner and to the same extent as services originally furnished hereunder. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 109 SERIAL 16154-RFP 6.6 INSPECTION OF SERVICES: 6.6.1 The Contractor shall provide and maintain an inspection system acceptable to County covering the services under this Contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County during contract performance and for as long afterwards as the Contract requires. 6.6.2 County has the right to inspect and test all services called for by the Contract, to the extent practicable at all times and places during the term of the Contract. County shall perform inspections and tests in a manner that will not unduly delay the work. 6.6.3 If any of the services do not conform to Contract requirements, County may require the Contractor to perform the services again in conformity with Contract requirements, at no cost to the County. When the defects in services cannot be corrected by re -performance, County may: 6.6.3.1 Require the Contractor to take necessary action to ensure that future performance conforms to Contract requirements; and 6.6.3.2 Reduce the Contract price to reflect the reduced value of the services performed. 6.6.4 If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with Contract requirements, County may: 6.6.4.1 By Contract or otherwise, perform the services and charge to the Contractor , through direct billing or through payment reduction, any cost incurred by County that is directly related to the performance of such service; or 6.6.4.2 Terminate the Contract for default. 6.7 REQUIREMENTS CONTRACT: 6.7.1 Contractors signify their understanding and agreement by signing a bid submittal, that the Contract resulting from the bid is a requirements contract. However, the C ontract does not guarantee any minimum or maximum number of purchases will be made. It only indicates that if purchases are made for the materials or services contained in the Contract, they will be purchased from the Contractor awarded that item if the Contractor can meet all the delivery requirements of the County. Orders will only be placed when the County identifies a need and proper authorization and documentation have been approved. 6.7.2 County reserves the right to cancel Purchase Orders within a reaso nable period of time after issuance. Should a Purchase Order be canceled, the County agrees to reimburse the Contractor for actual and documentable costs incurred by the Contractor in response to the Purchase Order. The County will not reimburse the Contractor for any costs incurred after receipt of County notice of cancellation, or for lost profits, shipment of product prior to issuance of Purchase Order, etc. 6.7.3 Contractors agree to accept verbal notification of cancellation of Purchase Orders from the County Procurement Officer with written notification to follow. By submitting a bid in response to this Invitation for Bids, the Contractor specifically acknowledges to be bound by this cancellation policy. 6.8 Background Check: Contractors need to be aware that there may be multiple background checks (Sheriff’s Office, County Attorney's Office, Courts as well as Maricopa County general government) to determine if the respondents employees are acceptable for the contractor to do business with the County. This applies to (but is not limited to) the company and sub -contractors. Employees or others who fail to Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 110 SERIAL 16154-RFP pass these checks shall not be allowed to work on County projects. Failure to meet these requirements may lead to termination of the contract. 6.9 Suspension of Work The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time that the Procurement Officer determines appropriate for the convenience of the County. No adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Contractor. No request for adjustment under this clause shall be granted unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the contract. 6.10 Stop Work Order The Procurement Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop -work is delivered to the Contractor, or within any extension of that period to w hich the parties shall have agreed, the Procurement Officer shall either— 6.10.1 Cancel the stop-work order; or 6.10.2 Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the County, clause of this contract. 6.10.3 The Procurement Officer may make an equitable adjustment in the delivery schedule and/or contract price, or otherwise, and the contract shall be modified, in writing, accordingly, if the Contractor demonstrates that the stop work order resulted in an increase in costs to the Contractor. 6.11 UNCONDITIONAL TERMINATION FOR CONVENIENCE: Maricopa County may terminate the resultant Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor. 6.12 TERMINATION FOR DEFAULT: The County may, by written notice of default to the Contractor, terminate this contract in whole or in part if the Contractor fails to: 6.12.1 Deliver the supplies or to perform the services within the time specified in this contract or any extension; 6.12.2 Make progress, so as to endanger performance of this contract; or 6.12.3 Perform any of the other provisions of this contract. 6.12.4 The County’s right to terminate this contract under these subparagraph may be exercised if the Contractor does not cure such failure within 10 days (or more if authorized in writing by the County) after receipt of the notice from the Procurement Officer specifying the failure. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 111 SERIAL 16154-RFP 6.13 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST: Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without penalty or further obligation within three years after execution of the contract, if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County is at any time while the Contract or any extension of the Contract is in effect, an employee or agent of any other party to the Contract in any capacity or consultant to any other party of the Contract with respect to the subject matter of the Contract. Additionally, purs uant to A.R.S § 38-511 the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County from any other party to the contract arising as the result of the Contract. 6.14 CONTRACTOR LICENSE REQUIREMENT: 6.14.1 The Respondent shall procure all permits, insurance, licenses and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any required certification requirements, required by any and all governmental or non-governmental entities as mandated to maintain compliance with and in good standing for all permits and/or licenses. The Respondent shall keep fully informed of existing and future trade or industry requirements, Federal, State and Local laws, ordinances, and regulations which in any manner affect the fulfillment of a Contract and shall comply with the same. Contractor shall immediately notify both Office of Procurement Services and the using agency of any and all changes concerning permits, insurance or licenses. 6.14.2 Respondents furnishing finished products, materials or articles of merchandise that will require installation or attachment as part of the Contract, shall possess any licenses required. A Respondent is not relieved of its obligation to posses the required licenses by subcontracting of the labor portion of the Contract. Respondents are advised to contact the Arizona Registrar of Contractors, Chief of Licensing, at (602) 542-1525 to ascertain licensing requirements for a particular contract. Respondents shall identify which license(s), if any, the Registrar of Contractors requires for performance of the Contract. 6.15 SUBCONTRACTING: 6.15.1 The Contractor may not assign to another Contractor or Subcontract to another party for performance of the terms and conditions hereof without the written consent of the County. All correspondence authorizing subcontracting must reference the Bid Serial Number and identify the job project. 6.15.2 The Subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates or the County has approved the increase. The Subcontractor’s invoice shall be invoiced directly to the Prime Contractor, who in turn shall pass-through the costs to the County, without mark-up. A copy of the Subcontractor’s invoice must accompany the Prime Contractor’s invoice. 6.16 AMENDMENTS: All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County. 6.17 ADDITIONS/DELETIONS OF SERVICE: 6.17.1 The County reserves the right to add and/or d elete materials and services to a Contract. If a service requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of service reduced in accordance with the bid price. If Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 112 SERIAL 16154-RFP additional materials or services are required from a Contract, prices for such additions will be negotiated between the Contractor and the County. 6.17.2 The County reserves the right of final approval on proposed staff for all Task Orders. Also, upon request by the County, the Contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless previously approved by the County. 6.18 VALIDITY: The invalidity, in whole or in part, of any provision of thi s Contract shall not void or affect the validity of any other provision of the Contract. 6.19 SEVERABILITY: The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of this Contract. 6.20 RIGHTS IN DATA: The County shall have the use of data and reports resulting from a Contract without additional cost or other restriction except as may be established by law or applicable regulation. Each party shall supply to the other party, upon request, any available information that is relevant to a Contract and to the performance thereunder. 6.21 NON-DISCRIMINATION: CONTRACTOR agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Governor of the State of Arizona’s website http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1 which is hereby incorporated into this contract as if set forth in full herein. During the performance of this contract, CONTRACTOR shall not discriminate against any employee, client or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability or national origin. 6.22 ISRAEL BOYCOTT: Per House Bill 2617 Contractor certifies that they are not currently engaged in, and agrees for the duration of the Contract to not engage in, a boycott of Israel. 6.23 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION 6.23.1 The undersigned (authorized official signing for the Contractor) certifies to the best of his or her knowledge and belief, that the Contractor 6.23.1.1 is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal Department or agency; 6.23.1.2 have not within 3-year period preceding this Contract been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 113 SERIAL 16154-RFP 6.23.1.3 are not presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and 6.23.1.4 have not within a 3-year period preceding this Contract had one or more public transaction (Federal, State or local) terminated for cause of default. 6.23.2 The Contractor agrees to include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract. 6.24 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41 - 4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS: 6.24.1 By entering into the Contract, the Contractor warrants compliance with the Immigration and Nationality Act (INA using e-verify) and all other federal immigration laws and regulations related to the immigration status of its employees and A.R.S. §23-214(A). The contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the Procurement Officer upon request. These warranties shall remain in effect through the term of the Contract. The Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as amended from time to time, for all employees performing work under the Contract and verify employee compliance using the E-verify system and shall keep a record of the verification for the duration of the employee’s employment or at least three years, whichever is longer. I-9 forms are available for download at USCIS.GOV. 6.24.2 The County retains the legal right to inspect contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 6.24.1 of this Section. Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the contract and may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. 6.25 INFLUENCE As prescribed in MC1-1202 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct may be grounds for Disbarment or Suspension under MC1-902. An attempt to influence includes, but is not limited to: 6.25.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type valuable contribution or subsidy, 6.25.2 That is offered or given with the intent to influence a decision, obtain a contra ct, garner favorable treatment, or gain favorable consideration of any kind. If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 114 SERIAL 16154-RFP 6.26 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS. 6.26.1 The Parties agree that this Contract and employees working on this Contract will be subject to the whistleblower rights and remedies in the pilot program on contractor employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and section 3.908 of the Federal Acquisition Regulation; 6.26.2 Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by Contractor and copies provided to County upon request. 6.26.3 Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold ($150,000 as of September 2013). 6.27 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW: 6.27.1 In accordance with section MCI 371 of the Marico pa County Procurement Code the Contractor agrees to retain all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract for six (6) years after final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is latest. The County, Federal or State auditors and any other persons duly authorized by the Department shall have full access to, and the right to examine, copy and make use of, any and all said materials. 6.27.2 If the Contractor’s books, records , accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract are not sufficient to support and document that requested services were provided, the Contractor shall reimburse Maricopa County for the services not so adequately supported and documented. 6.27.3 If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check or deduction from current billings Submitted by the Contractor by the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County. 6.28 AUDIT DISALLOWANCES: If at any time, County determines that a cost for which payment has been made is a disallowed cost, such as overpayment, County shall notify the Contractor in writing of the disallowance. County shall also state the means of correction, which may be but shall not be limited to adjustment of any future claim submitted by the Contractor by the amount of the disallowance, or to require repayment of the disallowed amount by the Contractor. 6.29 OFFSET FOR DAMAGES; In addition to all other remedies at Law or Equity, the County may offset from any money due to the Contractor any amounts Contractor owes to the County for damages resulting from breach or deficiencies in performance of the contract. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 115 SERIAL 16154-RFP 6.30 PUBLIC RECORDS: Under Arizona law, all Offers submitted and opened are public records and must be retained by the Records Manager at the Office of Procurement Services. Offers shall be open to public inspection and copying after Contract award and execution, except for such Offers or sections thereof determined to contain proprietary or confidential informatio n. by the Office of Procurement Services. If an Offeror believes that information in its Offer or any resulting Contract should not be released in response to a public record request under Arizona law, the Offeror shall indicate the specific information deemed confidential or proprietary and submit a statement with its offer detailing the reasons that the information should not be disclosed. Such reasons shall include the specific harm or prejudice which may arise from disclosure. The Records Manager of the Office of Procurement Services shall determine whether the identified information is confidential pursuant to the Maricopa County Procurement Code. 6.31 PRICES: Contractor warrants that prices extended to County under this Contract are no higher than those paid by any other customer for these or similar services. 6.32 INTEGRATION: This Contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, communications, understandings, representations, or agreements, whether oral or written, express or implied. 6.33 RELATIONSHIPS: In the performance of the services described herein, the Contractor shall act solely as an independent contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, co -employee, partnership, principal and agent, or joint venture between the County and the Contractor. 6.34 GOVERNING LAW: This Contract shall be governed by the laws of the state of Arizona. Venue for any actions or lawsuits involving this Contract will be in Maricopa County Superior Court or in the United States District Court for the District of Arizona, sitting in Phoenix, Arizona 6.35 ORDER OF PRECEDENCE: In the event of a conflict in the provisions of this Contract and Contractor’s license agreement, if applicable, the terms of this Contract shall prevail. 6.36 INCORPORATION OF DOCUMENTS: The following are to be attached to and made part of this Contract : 6.36.1 Exhibit A, Pricing; 6.36.2 Exhibit B, Scope of Work; 6.36.3 Exhibit C Facilities Management Requirements Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 116 SERIAL 16154-RFP NOTICES: All notices given pursuant to the terms of this Contract shall be addressed to: For County: Maricopa County Office of Procurement Services ATTN: Contract Administration 320 West Lincoln Street Phoenix, Arizona 85003-2494 For Contractor: Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 117 SERIAL 16154-RFP IN WITNESS WHEREOF, this Contract is executed on the date set forth above. CONTRACTOR AUTHORIZED SIGNATURE PRINTED NAME AND TITLE ADDRESS DATE MARICOPA COUNTY CHAIRMAN, BOARD OF SUPERVISORS DATE ATTESTED: CLERK OF THE BOARD DATE APPROVED AS TO FORM: DEPUTY COUNTY ATTORNEY DATE Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 118 55 66 Question and Answers for Bid #16154 -RFP - MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PROD Overall Bid Questions Question 1 Questions (Submitted: Jul 28, 2016 1:40:20 PM MST) Answer - No questions will be accepted through BidSync. All questions are to be submitted after Pre -proposal meeting on September 1, 2016. (Submitted: Jul 28, 2016 1:40:20 PM MST) (Answered: Jul 28, 2016 1:41:24 PM MST) Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 119 EXHIBIT B Original Government Contract SERIAL 16154 RFP MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PRODUCTS AND SERVICES (U.S. Communities) Contract - Home Depot U.S.A., Inc. DATE OF LAST REVISION: November 21, 2019 CONTRACT END DATE: December 31, 2026 CONTRACT PERIOD THROUGH DECEMBER 31, 2021 2026 TO: All Departments FROM: Office of Procurement Services SUBJECT: Contract for MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PRODUCTS AND SERVICES Attached to this letter is published an effective purchasing contract for products and/or services to be supplied to Maricopa County activities as awarded by Maricopa County on January 11, 2017 (Eff. 02/01/17). All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts. The contract period is indicated above. SA/mm Attach Copy to: Office of Procurement Services Erick Blue, Facilities Management Beth Cressman, Facilities Management CONTRACT PURSUANT TO RFP SERIAL 16154-RFP This Contract is entered into this 11th day of January, 2017 by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and Home Depot U.S.A., Inc., a Delaware corporation (“Contractor”) for the purchase of Maintenance Repair and Operating Supplies and Services. 1.0 CONTRACT TERM: 1.1 This Contract is for a term of Five (5) years, beginning on the 1st day of February, 2017 and ending the 31st day of December, 2021 2026. 1.2 The County may, at its option and with the agreement of the Contractor, renew the term of this Contract for additional terms up to a maximum of five (5) additional years, (or at the County’s sole discretion, extend the contract on a month-to-month bases for a maximum of six (6) months after expiration). The County shall notify the Contractor in writing of its intent to extend the Contract term at least sixty (60) calendar days prior to the expiration of the original contract term, or any additional term thereafter. 1.3 CONTRACT COMPLETION: The Contractor shall make all reasonable efforts for an orderly transition of its duties and responsibilities to another provider and/or to the County. This may include, but is not limited to preparation of a transition plan and cooperation with the County or other providers in the transition. The transition includes the transfer of all records, and other data in the possession, custody or control of Contractor required to be provided to the County either by the terms of this agreement or as a matter of law. The provisions of this clause shall survive the expiration or termination of this agreement 2.0 FEE ADJUSTMENTS: 2.1 Any request for a fee or rebate offering adjustment must be submitted sixty (60) days prior to the current Contract expiration. Requests for adjustment in cost of labor and/or materials not identified in the awarded proposal must be supported by appropriate documentation. If County agrees to the adjusted fee or rebate offering, County shall issue written approval of the change. The reasonableness of the request will be determined by comparing the request with the (Consumer Price Index) or by performing a market survey if the offering was awarded on a fixed price basis. 3.0 PAYMENTS: 3.1 As consideration for performance of the duties described herein, County shall pay Contractor the prices based on the discounts stated in Exhibit “A.” or Task Order. 3.2 For non-procurement card transactions, Payment shall be made upon the County’s receipt of a properly completed invoice. SERIAL 16154-RFP 3.3 INVOICES (NON-PROCUREMENT CARD TRANSACTIONS): 3.3.1 The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s) can be made. Incomplete invoices will not be processed. At a minimum, the invoice must provide access to the following information: • Company name, address and contact • County bill-to name and contact information • Contract Serial Number or • County purchase order number • Invoice number and date • Payment terms • Date of service or delivery • Quantity (number of days or weeks) • Contract Item number(s) • Description of Purchase (product or services) • Pricing per unit of purchase • Freight (if applicable) • Extended price • Mileage w/rate (if applicable) • Arrival and completion time (if applicable) • Total Amount Due 3.3.2 Problems regarding billing or invoicing shall be directed to the using agency as listed on the Purchase Order. 3.3.3 Payment shall be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site (http://www.maricopa.gov/Finance/Vendors.aspx). 3.3.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County (ROI). 3.3.5 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.3.6 Invoices are required to contain access to the following information: (Maricopa County Facilities Management) • Company name, address and contact • County bill-to name and contact information • Building Name and Building Number • Contract Serial Number or • County purchase order number • Maximo (FMD) service call number • Invoice number and date • Date of service or delivery • Description of Purchase (services performed) • Pricing per unit of purchase • Extended price • Arrival and completion time • Total Amount Due SERIAL 16154-RFP 3.3.7 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County (ROI). 3.3.8 Problems regarding billing or invoicing shall be directed to the using agency as listed on the Purchase Order. 3.3.9 Payment shall be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site (http://www.maricopa.gov/Finance/Vendors.aspx). 3.3.10 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.4 PAYMENT RETENTION: (By Task Order/Project if required) 3.4.1 Ten percent (10%) of monies paid for Project Management and Project Labor earned by CONTRACTOR related to work under this agreement may be retained by COUNTY until Final Completion of the services if mutually agreed to for a specific project. COUNTY may elect to release specific retention payments based on mutually agreed milestones, but in no case shall retention be released prior to Final Completion. All other payment terms and conditions shall not be affected by the retention. In the event of termination or cancellation of this contract by County through no fault of CONTRACTOR, CONTRACTOR shall be entitled to the refund of any funds in the retention account. 3.4.2 The CONTRACTOR shall have the right, pursuant to Arizona Revised Statues, to submit securities in lieu of retention for all work completed. The CONTRACTOR is required to request this option at least ten (10) business days prior to submission of first Application for Payment to allow time for preparation of forms. The CONTRACTOR shall request and obtain securities forms through COUNTY. The COUNTY must identify either securities option or retention option prior to first Application for Payment. 3.5 APPLICABLE TAXES: 3.5.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor’s invoices. 3.5.2 State and Local Transaction Privilege Taxes: Maricopa County is subject to all applicable state and local transaction privilege taxes. To the extent any state and local transaction privilege taxes apply to sales made under the terms of this contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority. 3.5.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation. SERIAL 16154-RFP 3.6 TAX: (SERVICES) No tax shall be levied against labor. It is the responsibility of the Contractor to determine any and all taxes and include the same in proposal price. No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes and include the cost in the proposal price. 3.7 TAX (COMMODITIES): Tax shall not be levied against labor. Sales/use tax will be determined by County. Tax will not be used in determining low price. Tax shall not be invoiced against Contractor’s labor. Sales/use tax will be determined by County. Tax will not be used in determining low price. 3.8 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE): 3.8.1 The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts. Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful Respondent under this solicitation, a member of $AVE may access a contract resulting from a solicitation issued by the County. If you do not want to grant such access to a member of $AVE, please so state in your proposal. In the absence of a statement to the contrary, the County will assume that you do wish to grant access to any contract that may result from this Request for Proposal. 3.9 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s) 3.9.1 County currently holds ICPA’s with numerous governmental entities throughout the State of Arizona. These agreements allow those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of the County Contract. Please indicate on Attachment A, your acceptance or rejection regarding such participation of other governmental entities. Your response will not be considered as an evaluation factor in awarding a contract 3.10 VOLUNTARY EMPLOYEE DISCOUNTS 3.10.1 Vendors may voluntarily offer discounts to County employees for products or services provided under this contract. Whether a vendor offers or does not offer an employee discount is not a factor in nor considered in the evaluation of responses to this solicitation. 3.10.2 Any discount offered is part of a commercial transaction between the vendor and individual County employees and the County is not a party to the transaction. Any disputes or issues arising from an individual commercial transaction between the vendor and an individual County employee are a matter between the vendor and the employee. If a discount is offered, the terms will be announced to County employees. 4.0 AVAILABILITY OF FUNDS: 4.1 The provisions of this Contract relating to payment for services shall become effective when funds assigned for the purpose of compensating the Contractor as herein provided are actually available to County for disbursement. The County shall be the sole judge and authority in determining the availability of funds under this Contract. County shall keep the Contractor fully informed as to the availability of funds. SERIAL 16154-RFP 4.2 If any action is taken by any state agency, Federal department or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in connection with, this Contract. In the event of termination, County shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this Contract. County shall give written notice of the effective date of any suspension, amendment, or termination under this Section, at least ten (10) days in advance. 5.0 DUTIES: 5.1 The Contractor shall perform all duties stated in Exhibit “B”, Task Order or as otherwise directed in writing by the Procurement Officer. 6.0 TERMS and CONDITIONS: 6.1 INDEMNIFICATION AND LIMITATION OF LIABILITY: To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the negligence or willful misconduct relating to the performance of this Contract. Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, agents, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment of, or destruction of tangible property, including loss of use resulting there from, caused by gross negligence or willful misconduct in the performance of this Contract, but only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any one directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. The scope of this indemnification does not extend to the sole negligence of County. CONTRACTOR WILL NOT BE LIABLE TO COUNTY FOR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, LIQUIDATED, EXEMPLARY, MORAL, OR CONSEQUENTIAL DAMAGES, EXPENSES, COST, PROFITS, LOST SAVINGS OR EARNINGS, LOST OR CORRUPTED DATA, OR OTHER LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT. 6.2 INSURANCE. 6.2.1 Contractor, at Contractor’s own expense, shall purchase and maintain the herein stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County. 6.2.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the Contract is satisfactorily SERIAL 16154-RFP completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this Contract. 6.2.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 6.2.4 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County’s right to coverage afforded under the insurance policies. 6.2.5 The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to County under such policies. Contractor shall be solely responsible for the deductible and/or self-insured retention and County, at its option, may require Contractor to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 6.2.6 Notwithstanding anything to the contrary contained herein, CONTRACTOR shall have the right to self-insure part or all of any of the insurance it is required to maintain hereunder in its sole discretion so long as CONTRACTOR maintains a net worth of not less than One Hundred Million ($100,000,000) Dollars. Such net worth shall be documented to COUNTY and COUNTY shall be advised in writing in the event such net worth requirement is not met. In the event that CONTRACTOR elects to self-insure all or any part of any risk that would be insured under the policies and limits described herein, and an event occurs where insurance proceeds would have been available but for the election to self-insure, CONTRACTOR shall make funds available to the same extent that they would have been available had such insurance policy been carried, unless specifically provided to the contrary herein. 6.2.7 The policies required hereunder, except Workers’ Compensation and Errors and Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, representatives, officers, directors, officials and employees for any claims arising out of Contractor’s work or service. 6.2.8 Commercial General Liability. Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third party action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 6.2.9 Automobile Liability. Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a combined single limit for bodily injury and property damage of not less than $1,000,000 each occurrence with respect to any of the Contractor’s owned, hired, and non-owned vehicles assigned to or used in performance of the Contractor’s work or services or use or maintenance of the Premises under this Contract. 6.2.10 Workers’ Compensation. Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of Contractor’s employees engaged in the performance of the work or services under this Contract; and Employer’s Liability insurance of not less than SERIAL 16154-RFP $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. Contractor, its contractors and its subcontractors waive all rights against Contract and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability insurance obtained by Contractor, its contractors and its subcontractors pursuant to this Contract. 6.2.11 Errors and Omissions (Professional Liability) Insurance. Errors and Omissions (Professional Liability) insurance and, if necessary, Commercial Umbrella insurance, which will insure and provide coverage for errors or omissions or professional liability of the CONTRACTOR, with limits of no less than $2,000,000 for each claim. 6.2.12 Builder’s Risk (Property) Insurance. CONTRACTOR shall purchase and maintain, on a replacement cost basis, Builders’ Risk insurance and, if necessary, Commercial Umbrella insurance in the amount of the initial Contract amount as well as subsequent modifications thereto for the entire work at the site. Such Builders’ Risk insurance shall be maintained until final payment has been made or until no person or entity other than COUNTY has an insurable interest in the property required to be covered, whichever is earlier. This insurance shall include interests of COUNTY, CONTRACTOR, and all subcontractors and sub‐subcontractors in the work during the life of the Contract and course of construction, and shall continue until the work is completed and accepted by COUNTY. For new construction projects, CONTRACTOR agrees to assume full responsibility for loss or damage to the work being performed and to the structures under construction. For renovation construction projects, CONTRACTOR agrees to assume responsibility for loss or damage to the work being performed at least up to the full Contract amount, unless otherwise required by the Contract documents or amendments thereto. Builders’ Risk insurance shall be on a special form and shall also cover false work and temporary buildings and shall insure against risk of direct physical loss or damage from external causes including debris removal, demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for architect’s service and expenses required as a result of such insured loss and other “soft costs” as required by the Contract. Builders’ Risk insurance must provide coverage from the time any covered property comes under CONTRACTOR’S control and/or responsibility, and continue without interruption during construction, renovation, or installation, including any time during which the covered property is being transported to the construction installation site, and while on the construction or installation site awaiting installation. The policy will provide coverage while the covered premises or any part thereof are occupied. Builders’ Risk insurance shall be primary and any insurance or self‐insurance maintained by the County is not contributory. If the Contract requires testing of equipment or other similar operations, at the option of COUNTY, CONTRACTOR will be responsible for providing property insurance for these exposures under a Boiler Machinery insurance policy or the Builders’ Risk Insurance policy. 6.2.13 Certificates of Insurance. 6.2.13.1 Prior to Contract AWARD, Contractor shall furnish the County with valid and complete certificates of insurance, or formal endorsements as required by the Contract in the form provided by the County, issued by Contractor’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Contract are in full force and effect. Such certificates shall identify this contract number and title. Alternatively the County will accept an insurance industry recognized Memorandum of Insurance SERIAL 16154-RFP 6.2.13.2 In the event any insurance policy (ies) required by this contract is (are) written on a “claims made” basis, coverage shall extend for two years past completion and acceptance of Contractor’s work or services and as evidenced by annual Certificates of Insurance. 6.2.13.3 If a policy does expire during the life of the Contract, a renewal certificate must be sent to County fifteen (15) days prior to the expiration date. 6.2.14 Cancellation and Expiration Notice. Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to Maricopa County. Contractor must provide to Maricopa County, within 2 business days of receipt, if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to Maricopa County Office of Procurement Services and shall be mailed or hand delivered to 160 South 4th Avenue 320 West Lincoln Street, Phoenix, AZ 85003, or emailed to Procurement Officer noted in solicitation. 6.3 BOND REQUIREMENT: (If required by an individual Project/Task Order) 6.3.1 If requested for an individual Order and concurrently with the submittal of the proposal associated with the Order, the Contractor shall furnish the Contracting Agency the following bonds, which shall become binding upon the award of the contract to the Contractor 6.3.1.1 A Performance Bond equal to the full Contract amount ($________or as specified) conditioned upon the faithful performance of the Order in accordance with plans, specifications and conditions thereof. Such bond shall be solely for the protection of the Contracting Agency awarding the Order. 6.3.1.2 A Payment Bond equal to the full contract amount ($________or as specified) solely for the protection of claimants supplying labor and materials to the Contractor or his Subcontractors in the prosecution of the work provided for in such Order. 6.3.2 Each such bond shall include a provision allowing the prevailing party in a suit on such bond to recover as a part of his judgment such reasonable attorney’s fees as may be fixed by a judge of the court. 6.3.3 Each bond shall be executed by a surety company or companies holding a certificate of authority to transact surety business in the State of Arizona issued by the Director of the Department of Insurance. The bonds shall not be executed by an individual surety or sureties. The bonds shall be made payable and acceptable to the Contracting Agency. The bonds shall be written or countersigned by an authorized representative of the surety who is either a resident of the State of Arizona or whose principal office is maintained in this state, as by law required, and the bonds shall have attached thereto a certified copy of the Power of Attorney of the signing official. In addition, said company or companies shall be rated “Best-A” or better as required by the Contracting Agency, as currently listed in the most recent Best Key Rating Guide, published by the A.M. Best Company. 6.4 FORCE MAJEURE 6.4.1 Neither party shall be liable for failure of performance, nor incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Contract if such delay or failure is caused by events, occurrences, or causes beyond the reasonable control and without negligence of the parties. Such events, SERIAL 16154-RFP occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, interruption or failure of electricity or telecommunication service. 6.4.2 Each party, as applicable, shall give the other party notice of its inability to perform and particulars in reasonable detail of the cause of the inability. Each party must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply. 6.4.3 The party asserting Force Majeure as a cause for non-performance shall have the burden of proving that reasonable steps were taken to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated. 6.4.4 The County shall reserve the right to terminate this Contract and/or any applicable order or contract release purchase order upon non-performance by Contractor. The County shall reserve the right to extend the Contract and time for performance at its discretion. 6.5 WARRANTY OF SERVICES: 6.5.1 The Contractor warrants that all services provided hereunder will conform to the requirements of the Contract, including all descriptions, specifications and attachments made a part of this Contract. County’s acceptance of services or goods provided by the Contractor shall not relieve the Contractor from its obligations under this warranty. 6.5.2 In addition to its other remedies, County may, at the Contractor's expense, require prompt correction of any services failing to meet the Contractor's warranty herein for one year following the performance of those services. Services corrected by the Contractor shall be subject to all the provisions of this Contract in the manner and to the same extent as services originally furnished hereunder. 6.5.3 DISCLAIMER OF WARRANTIES FOR PRODUCTS. COUNTY’S SOLE AND EXCLUSIVE WARRANTY FOR PRODUCTS, IF ANY, IS THAT PROVIDED BY THE PRODUCT MANUFACTURER. CONTRACTOR DISCLAIMS ALL EXPRESSED, IMPLIED OR STATUTORY WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE LANGUAGE OF THIS PARAGRAPH SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT 6.6 INSPECTION OF SERVICES: 6.6.1 The Contractor shall provide and maintain an inspection system acceptable to County covering the services under this Contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County during contract performance and for as long afterwards as the Contract requires. 6.6.2 County has the right to inspect and test all services called for by the Contract, to the extent practicable at all times and places during the term of the Contract. County shall perform inspections and tests in a manner that will not unduly delay the work. 6.6.3 If prior to completion of an Order any of the services required by that Order do not conform to Contract requirements, County may require the Contractor to perform the services again in conformity with Contract requirements, at no cost to the County. When the defects in services cannot be corrected by re-performance, County may: SERIAL 16154-RFP 6.6.3.1 Require the Contractor to take necessary action to ensure that future performance conforms to Contract requirements; and 6.6.3.2 Reduce the Contract price to reflect the reduced value of the services performed. 6.6.4 If the Contractor fails to promptly perform the services again as provided in Section 6.6.3 or to take the necessary action to ensure future performance in conformity with Contract requirements, County may: 6.6.4.1 By Contract or otherwise, perform the services and charge to the Contractor, through direct billing or through payment reduction, any cost incurred by County that is directly related to the performance of such service; or 6.6.4.2 Terminate the Contract for default. 6.7 REQUIREMENTS CONTRACT: 6.7.1 Contractors signify their understanding and agreement by signing a bid submittal, that the Contract resulting from the bid is a requirements contract. However, the Contract does not guarantee any minimum or maximum number of purchases will be made. It only indicates that if purchases are made for the materials or services contained in the Contract, they will be purchased from the Contractor awarded that item if the Contractor can meet all the delivery requirements of the County. Orders will only be placed when the County identifies a need and proper authorization and documentation have been approved. 6.7.2 County reserves the right to cancel Purchase Orders within a reasonable period of time after issuance. Should a Purchase Order be canceled, the County agrees to reimburse the Contractor for actual and documentable costs incurred by the Contractor in response to the Purchase Order. The County will not reimburse the Contractor for any costs incurred after receipt of County notice of cancellation, or for lost profits, shipment of product prior to issuance of Purchase Order, etc. 6.7.3 Contractors agree to accept verbal notification of cancellation of Purchase Orders from the County Procurement Officer with written notification to follow. By submitting a bid in response to this Invitation for Bids, the Contractor specifically acknowledges to be bound by this cancellation policy. 6.8 BACKGROUND CHECK: Contractors need to be aware that there may be multiple background checks (Sheriff’s Office, County Attorney's Office, Courts as well as Maricopa County general government) to determine if the respondents employees are acceptable for the contractor to do business with the County. This applies to (but is not limited to) the company and sub-contractors. Employees or others who fail to pass these checks shall not be allowed to work on County projects. Failure to meet these requirements may lead to termination of the contract. 6.9 SUSPENSION OF WORK The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time that the Procurement Officer determines appropriate for the convenience of the County. No adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Contractor. No request for adjustment under this clause shall be granted unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the contract. SERIAL 16154-RFP 6.10 STOP WORK ORDER The Procurement Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Procurement Officer shall either— 6.10.1 Cancel the stop-work order; or 6.10.2 Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the County, clause of this contract. 6.10.3 The Procurement Officer may make an equitable adjustment in the delivery schedule and/or contract price, or otherwise, and the contract shall be modified, in writing, accordingly, if the Contractor demonstrates that the stop work order resulted in an increase in costs to the Contractor. 6.11 UNCONDITIONAL TERMINATION FOR CONVENIENCE: Maricopa County may terminate the resultant Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor. 6.12 TERMINATION FOR DEFAULT: The County may, by written notice of default to the Contractor, terminate this contract in whole or in part if the Contractor fails to: 6.12.1 Deliver the supplies or to perform the services within the time specified in this contract or any extension; 6.12.2 Make progress, so as to endanger performance of this contract; or 6.12.3 Perform any of the other provisions of this contract. 6.12.4 The County’s right to terminate this contract under these subparagraph may be exercised if the Contractor does not cure such failure within 10 days (or more if authorized in writing by the County) after receipt of the notice from the Procurement Officer specifying the failure. 6.13 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST: Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without penalty or further obligation within three years after execution of the contract, if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County is at any time while the Contract or any extension of the Contract is in effect, an employee or agent of any other party to the Contract in any capacity or consultant to any other party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to A.R.S § 38-511 the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County from any other party to the contract arising as the result of the Contract. SERIAL 16154-RFP 6.14 CONTRACTOR LICENSE REQUIREMENT: 6.14.1 The Respondent shall procure all permits, insurance, licenses and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any required certification requirements, required by any and all governmental or non-governmental entities as mandated to maintain compliance with and in good standing for all permits and/or licenses. The Respondent shall keep fully informed of existing and future trade or industry requirements, Federal, State and Local laws, ordinances, and regulations which in any manner affect the fulfillment of a Contract and shall comply with the same. Contractor shall immediately notify both Office of Procurement Services and the using agency of any and all changes concerning permits, insurance or licenses. 6.14.2 Respondents furnishing finished products, materials or articles of merchandise that will require installation or attachment as part of the Contract, shall possess any licenses required. A Respondent is not relieved of its obligation to posses the required licenses by subcontracting of the labor portion of the Contract. Respondents are advised to contact the Arizona Registrar of Contractors, Chief of Licensing, at (602) 542-1525 to ascertain licensing requirements for a particular contract. Respondents shall identify which license(s), if any, the Registrar of Contractors requires for performance of the Contract. 6.15 SUBCONTRACTING: 6.15.1 The Contractor may not assign to another Contractor or Subcontract to another party for performance of the terms and conditions hereof without the written consent of the County. All correspondence authorizing subcontracting must reference the Bid Serial Number and identify the job project. The County hereby consents to Contractor’s subcontracting work to Authorized Service Providers under contract with Contractor. 6.15.2 The Subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates or the County has approved the increase. The Subcontractor’s invoice shall be invoiced directly to the Prime Contractor, who in turn shall pass-through the costs to the County, without mark-up. A copy of the Subcontractor’s invoice must accompany the Prime Contractor’s invoice. 6.16 AMENDMENTS: All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County. 6.17 ADDITIONS/DELETIONS OF SERVICE: 6.17.1 The County reserves the right to add and/or delete materials and services to a Contract. If a service requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of service reduced in accordance with the bid price. If additional materials or services are required from a Contract, prices for such additions will be negotiated between the Contractor and the County. 6.17.2 The County reserves the right of final approval on proposed staff for all Task Orders. Also, upon request by the County, the Contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless previously approved by the County. 6.18 VALIDITY: The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of the Contract. SERIAL 16154-RFP 6.19 SEVERABILITY: The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of this Contract. 6.20 RIGHTS IN DATA: The County shall have the use of data and reports resulting from a Contract without additional cost or other restriction except as may be established by law or applicable regulation. Each party shall supply to the other party, upon request, any available information that is relevant to a Contract and to the performance thereunder. 6.21 NON-DISCRIMINATION: CONTRACTOR agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Governor of the State of Arizona’s website http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1 which is hereby incorporated into this contract as if set forth in full herein. During the performance of this contract, CONTRACTOR shall not discriminate against any employee, client or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability or national origin. Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Arizona State Library Research website (http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1) which is hereby incorporated into this contract as if set forth in full herein. During the performance of this Contract, Contractor shall not discriminate against any employee, client or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability or national origin. 6.22 ISRAEL BOYCOTT: By signing this Contract, the Contractor certifies that they are in compliance with Article 9, Arizona Revised Statutes Section 35-393 et seq. 6.23 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION The undersigned (authorized official signing for the Contractor) certifies to the best of his or her knowledge and belief, that the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal Department or agency; have not within 3-year period preceding this Contract been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; are not presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and SERIAL 16154-RFP have not within a 3-year period preceding this Contract had one or more public transaction (Federal, State or local) terminated for cause of default. The Contractor agrees to include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract. 6.23.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the best of his or her knowledge and belief that the Contractor, its current officers and directors; 6.23.1.1 are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from being awarded any contract or grant by any United States Department or Agency or any state, or local jurisdiction; 6.23.1.2 have not within three (3) year period preceding this Contract; 6.23.1.2.1 been convicted of fraud or any criminal offense in connection with obtaining, attempting to obtain, or as the result of performing a government entity (Federal, State or local) transaction or contract; and 6.23.1.2.2 been convicted of violation of any Federal or State antitrust statues or conviction for embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property regarding a government entity transaction or contract; and 6.23.1.2.3 are not presently indicted or criminally charged by a government entity (Federal, State or local) with commission of any criminal offenses in connection with obtaining, attempting to obtain, or as the result of performing a government entity public (Federal, State or local) transaction or contract; and are not presently facing any civil charges from any governmental entity regarding obtaining, attempting to obtain, or from performing any governmental entity contract or other transaction; and have not within a three (3) year period preceding this Contract had any public transaction (Federal, State or local) terminated for cause or default. 6.23.1.3 If any of the above circumstances described in the paragraph are applicable to the entity submitting a bid for this requirement, include with your bid an explanation of the matter including any final resolution. 6.23.2 The Contractor shall include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract. 6.24 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41- 4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS: 6.24.1 By entering into the Contract, the Contractor warrants compliance with the Immigration and Nationality Act (INA using e-verify) and all other federal immigration laws and regulations related to the immigration status of its employees and A.R.S. §23-214(A). The contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the Procurement Officer upon request. These warranties shall remain in effect through the term of the Contract. The Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as amended from time to time, for all SERIAL 16154-RFP employees performing work under the Contract and verify employee compliance using the E-verify system and shall keep a record of the verification for the duration of the employee’s employment or at least three years, whichever is longer. I-9 forms are available for download at USCIS.GOV. 6.24.2 The County retains the legal right to inspect contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 6.24.1 of this Section. Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the contract and may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. 6.25 INFLUENCE As prescribed in MC1-1202 MC1-1203 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct may be grounds for Disbarment or Suspension under MC1-902. An attempt to influence includes, but is not limited to: 6.25.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type valuable contribution or subsidy, 6.25.2 That is offered or given with the intent to influence a decision, obtain a contract, garner favorable treatment, or gain favorable consideration of any kind. If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract. 6.26 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS. 6.26.1 The Parties agree that this Contract and employees working on this Contract will be subject to the whistleblower rights and remedies in the pilot program on contractor employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and section 3.908 of the Federal Acquisition Regulation; 6.26.2 Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by Contractor and copies provided to County upon request. 6.26.3 Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold ($150,000 as of September 2013). 6.27 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW: 6.27.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the Contractor agrees to retain all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract for six (6) years after SERIAL 16154-RFP final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is latest. The County, Federal or State auditors and any other persons duly authorized by the Department shall have full access to, and the right to examine, copy and make use of, any and all said materials. 6.27.2 If the Contractor’s books, records , accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract are not sufficient to support and document that requested services were provided, the Contractor shall reimburse Maricopa County for the services not so adequately supported and documented. 6.27.3 If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check or deduction from current billings Submitted by the Contractor by the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County. 6.28 AUDIT DISALLOWANCES: If at any time, County determines that a cost for which payment has been made is a disallowed cost, such as overpayment, County shall notify the Contractor in writing of the disallowance. County shall also state the means of correction, which may be but shall not be limited to adjustment of any future claim submitted by the Contractor by the amount of the disallowance, or to require repayment of the disallowed amount by the Contractor. 6.29 OFFSET FOR DAMAGES; In addition to all other remedies at Law or Equity, the County may offset from any money due to the Contractor any amounts Contractor owes to the County for damages resulting from breach or deficiencies in performance of the contract. 6.30 PUBLIC RECORDS: Under Arizona law, all Offers submitted and opened are public records and must be retained by the Records Manager at the Office of Procurement Services. Offers shall be open to public inspection and copying after Contract award and execution, except for such Offers or sections thereof determined to contain proprietary or confidential information. by the Office of Procurement Services. If an Offeror believes that information in its Offer or any resulting Contract should not be released in response to a public record request under Arizona law, the Offeror shall indicate the specific information deemed confidential or proprietary and submit a statement with its offer detailing the reasons that the information should not be disclosed. Such reasons shall include the specific harm or prejudice which may arise from disclosure. The Records Manager of the Office of Procurement Services shall determine whether the identified information is confidential pursuant to the Maricopa County Procurement Code. 6.31 PRICES: Contractor warrants that prices extended to County under this Contract are no higher than those paid by any other similar customer for these or similar services under similar terms. 6.32 INTEGRATION: This Contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, communications, understandings, representations, or agreements, whether oral or written, express or implied. SERIAL 16154-RFP 6.33 RELATIONSHIPS: In the performance of the services described herein, the Contractor shall act solely as an independent contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, co-employee, partnership, principal and agent, or joint venture between the County and the Contractor. 6.33.1 In the performance of the services described herein, the Contractor shall act solely as an independent contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, co- employee, partnership, principal and agent, or joint venture between the County and the Contractor. 6.33.2 The County reserves the right of final approval on proposed staff for all Task Orders. Also, upon request by the County, the Contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless previously approved by the County. 6.34 GOVERNING LAW: This Contract shall be governed by the laws of the state of Arizona. Venue for any actions or lawsuits involving this Contract will be in Maricopa County Superior Court or in the United States District Court for the District of Arizona, sitting in Phoenix, Arizona 6.35 ORDER OF PRECEDENCE: In the event of a conflict in the provisions of this Contract and Contractor’s license agreement, if applicable, the terms of this Contract shall prevail. 6.36 ORDERING AUTHORITY: Any request for purchase shall be accompanied by a valid purchase order, issued by Office of Procurement Services, a Purchase Order issued by the using Department or direction by a Certified Agency Procurement Aid (CAPA) with a Purchase Card for payment. 6.37 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION: 6.37.1 This Contract does not guarantee any minimum or maximum purchases will be made. Orders will only be placed under this Contract when the County identifies a need and proper authorization and documentation have been approved. 6.37.2 Contractors agree to accept verbal notification of cancellation of Purchase Orders from the County Procurement Officer with written notification to follow. Contractor specifically acknowledges to be bound by this cancellation policy. 6.38 PURCHASE ORDERS: County reserves the right to cancel Purchase Orders within a reasonable period of time after issuance. Should a Purchase Order be canceled, the County agrees to reimburse the Contractor for actual and documentable costs incurred by the Contractor in response to the Purchase Order. The County will not reimburse the Contractor for any costs incurred after receipt of County notice of cancellation, or for lost profits, shipment of product prior to issuance of Purchase Order, etc. 6.39 UNIFORM ADMINISTRATIVE REQUIREMENTS: By entering into this Contract, the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE SERIAL 16154-RFP REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. For purchases of $50,000 or greater under this agreement, the applicable participating entity must disclose to THD when it is receiving any federal funds related to that requested purchase prior to THD agreeing to that purchase. 6.40 CONFIDENTIAL INFORMATION: Any information obtained in the course of performing this Contract may include information that is proprietary or confidential to the County. This provision establishes the Contractor’s obligation regarding such information. The Contractor shall establish and maintain procedures and controls that are adequate to assure that no information contained in its records and/or obtained from the County or from others in carrying out its functions (services) under the Contract shall be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. The Contractor’s procedures and controls at a minimum must be the same procedures and controls it uses to protect its own proprietary or confidential information. If, at any time during the duration of the Contract, the County determines that the procedures and controls in place are not adequate, the Contractor shall institute any new and/or additional measures requested by the County within fifteen (15) calendar days of the written request to do so. Any requests to the Contractor for County proprietary or confidential information shall be referred to the County for review and approval, prior to any dissemination. 6.41 INCORPORATION OF DOCUMENTS: The following are to be attached to and made part of this Contract: 6.41.1 Exhibit A, Pricing; 6.41.2 Exhibit B, Scope of Work; 6.41.3 Exhibit C Facilities Management Requirements NOTICES: All notices given pursuant to the terms of this Contract shall be addressed to: For County: Maricopa County Office of Procurement Services ATTN: Contract Administration 320 West Lincoln Street 160 South 4th Avenue Phoenix, Arizona 85003-2494 For Contractor: Home Depot U.S.A., Inc. 2455 Paces Ferry Road PO BOX 193176, Atlanta, GA. 30339 Columbus, OH 43218 ATTN: Contract Administration SERIAL 16154-RFP SERIAL 16154-RFP EXHIBIT A PRICING SERIAL 16154-RFP NIGP CODE: 45041 RESPONDENT'S NAME: Home Depot U.S.A., Inc. COUNTY VENDOR NUMBER : W000001453 ADDRESS: 2455 Paces Ferry Road PO BOX 193176, Atlanta, GA 30339 Columbus OH 43218 P.O. ADDRESS: Each local The Home Depot stores TELEPHONE NUMBER: 866-589-0690 FACSIMILE NUMBER: 866-589-0691 WEB SITE: www.homedepot.com CONTACT (REPRESENTATIVE): Richard Nyberg REPRESENTATIVE'S E-MAIL ADDRESS: richard_nyberg@homedepot.com YES WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT [X] WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: [X] PAYMENT TERMS. [X] NET 30 DAYS (See Below) Note: Net 30 is for Home Depot Account transactions only. Payment is required at the time of each transaction. Note: Net 60 payment terms for Home Depot Accounts may be available upon review of a customer's account information. 1.0 PRICING: 1.1 Do you offer a Rebate in lieu of a discount Yes Details of your Rebate Program · At least $10,000 to $25,000 Annual Net Sales (Pretax) = 1% Rebate · At least $25,000 to $100,000 Annual Net Sales (Pretax) = 2% Rebate · Over $100,000 Annual Net Sales (Pretax) = 5% Rebate 1.2 Pro Rewards Paint Program Level Discount % Minimum Annual Spend on Paint Gold 20% $ 7,500 Silver 15% $ 4,000 Bronze 10% $ 2,000 1.3 Volume Pricing Program For any purchase over $1,500 more aggressive pricing may be available through the Volume Pricing Program. For any planned order over $1,500, call in the request for quote to the ProDesk of your local The Home Depot store and ask for it to be submitted for volume pricing consideration. SERIAL 16154-RFP EXHIBIT B STATEMENT OF WORK CONTRACT FOR MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PRODUCTS AND SERVICES (U.S. Communities) 1.0 INTENT: The Contractor shall have a strong national presence for a vast array of supplies and equipment necessary for maintenance and repair in residential, commercial and industrial environments for use by various public entities nationwide. Other governmental entities under agreement with the County may have access to services provided hereunder. The County reserves the right to award in whole or in part, by item or group of items, by section or geographic area, or make multiple awards, where such action serves the County’s best interest. The County reserves the right to add additional contractors, at the County’s sole discretion, in cases where the currently listed contractors are of an insufficient number or skill-set to satisfy the County’s needs or to ensure adequate competition on any project or task order work. 1.1 INTRODUCTION, BACKGROUND AND INTENT: MASTER AGREEMENT Maricopa County, AZ (herein “Lead Public Agency” on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America, and other government agencies and nonprofit organizations (herein “Participating Public Agencies”) is awarding a contract to a qualified supplier to enter into a Master Agreement for a complete line of Maintenance, Repair and Operating (MRO) Supplies and Industrial Supplies in a Retail and Wholesale environment; and Related Products and Services (herein “Products and Services”). 1.2 GENERAL DEFINITION OF PRODUCTS AND/OR SERVICES Contractors are to have the broadest possible selection of MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES AND RELATED PRODUCTS AND SERVICES they offer. The intent of this contract is to provide Participating Public Agencies with a comprehensive offering of products and services to meet their various needs. 1.2.1 Maintenance, Repair, Operating (MRO) Supplies and Related Services (Installation, Repair and Renovation) – A complete and comprehensive offering of wholesale and/or retail MRO supplies such as appliances, building materials, hardware, HVAC, kitchen and bath cabinets, janitorial supplies, landscaping equipment and supplies, motors, pumps, paints and coatings, plumbing, pool chemicals and supplies, hand-held general purpose tools, power tools, flooring, window coverings, and any other miscellaneous MRO supplies offered by Supplier. In addition, a complete range of services available through the Supplier such as, but not limited to, installation, renovation services, repair services, training services and any other related services offered by Supplier. 1.2.2 Related Products and Services (Including Installation, Repair and Renovation Services) – A complete range of related products and services offered by Supplier including, but not limited to, installation, repair and renovation services for replacements, upgrades, and remodeling in the residential, commercial and industrial environments relating to any of the following (non-inclusive): roofing, gutters, downspouts, HVAC, plumbing, electrical, exterior decks, patios and porches, exterior siding, windows and SERIAL 16154-RFP doors, interior and exterior painting, weatherization, ADA improvements, hose fabrication, hydraulic repairs, gearbox repairs, conveyor system repairs, vulcanizing, rubber fabrication, and any other types of residential, commercial and industrial environments. 2.0 SCOPE OF WORK: 2.1 MAINTENANCE, REPAIR, OPERATING SUPPLIES (MRO) AND RELATED SERVICES (INSTALLATION, REPAIR AND RENOVATION): Provide a complete and comprehensive offering of Retail MRO supplies such as appliances, building materials, hardware, HVAC, kitchen and bath cabinets, janitorial supplies, landscaping equipment and supplies, motors, pumps, paints and coatings, plumbing, pool chemicals and supplies, hand-held general purpose tools, power tools, flooring, window coverings, and any other miscellaneous MRO supplies offered by Supplier. In addition, a complete range of services available through the Supplier such as, but not limited to, installation, renovation services, repair services, training services and any other related services offered by Supplier. 2.2 RELATED PRODUCTS AND SERVICES (INSTALLATION, REPAIR AND RENOVATION SERVICES): 2.2.1 Any related products offered by Supplier. 2.2.2 Services may also include replacements, upgrades, remodeling; and product, turnkey and major category installations. 2.2.3 Services performed shall be non-structural in nature. 2.2.4 Products used in performing these services shall be procured under the awarded contract, at contract prices. 2.2.5 These services may be required in the residential and commercial environments and may be any of the following (non-inclusive): 2.2.5.1 Roofing, Gutters, Downspouts 2.2.5.2 HVAC 2.2.5.3 Plumbing 2.2.5.4 Electrical 2.2.5.5 Exterior decks, patios and porches 2.2.5.6 Exterior Siding 2.2.5.7 Windows, Doors 2.2.5.8 Interior/Exterior Painting 2.2.5.9 Weatherization – Storm Windows/Doors, Insulation, Weather Stripping 2.2.5.10 ADA Improvements 2.2.6 Services: 2.2.6.1 Providing and managing qualified contractors 2.2.6.2 Budget management in keeping projects on budget 2.2.6.3 Project management services in design, planning, organizing, scheduling and managing all stages of a project. 2.2.7 Service Providers (Labor): SERIAL 16154-RFP 2.2.7.1 Contractor shall serve as the single point of contact between Participating Public Agencies and Service Providers. 2.2.7.2 Contractor shall verify that all Service Providers are fully licensed for the type of work being performed in the respective state(s). 2.2.7.3 Contractor shall verify each Service Provider maintains at a minimum, the levels of insurance specified under in draft contract. 2.2.7.4 Contractor shall perform a background screen of all Service Providers consisting of (at a minimum): 2.2.7.4.1 National Employee Database 2.2.7.4.2 SSN Verification 2.2.7.4.3 National Criminal Database Check 2.2.7.4.4 Two County Search 2.2.7.4.5 Sex Offender Search 2.2.7.4.6 Annual Review (National Criminal Database) 2.2.7.4.7 Two (2) Year Complete Re-Screen and Renewal 2.2.7.4.8 Financial Background 2.2.7.5 All Service Provider employees shall wear a Service Provider’s issued picture identification badge at all times. 2.3 PRODUCT CATEGORIES: This Agreement is to establish a nationwide purchasing agreement for the acquisition of MRO and related products/services. The category descriptive examples below are not to be considered restrictive, but rather, provide a general, non-inclusive, description of the category. These are standard use in the residential, commercial, and industrial environments. . All products offered shall be new, unused and of the latest design and technology. The intent is for each Proposer to submit their complete product line so that Participating Public Agencies may order a wide array of product as appropriate for their needs. You may subcontract items your firm does not supply. 2.3.1 CATEGORY 1: APPLIANCES Large appliances: refrigerators, washers, dryers, dishwashing machines, stoves, cooktops, range hoods and ovens; TVs, DVR’s, small appliances: mixers, toasters, microwave ovens, food processors, disposals, trash compactors, and all ancillary supplies, tools, and components. 2.3.2 CATEGORY 2: BUILDING MATERIALS Lumber (dimensional and timber), millwork, roofing, siding, plywood, paneling, hardwood, trim, molding, fencing, decking, gates, brick, block, doors, windows, bagged goods (concrete, mortar, sand, or asphalt), drywall, rebar, acoustical tiles, rain gutters, garage door openers, insulation, and all ancillary supplies, tools, and components. 2.3.3 CATEGORY 3: HARDWARE Fasteners (nuts/bolts, screws, washers, rivets, nails), builders hardware (hinges, gate hardware, barrel bolts/hasps, corner braces, shelf brackets, closet hardware, springs), threaded rod/steel shapes, anchors, padlocks, lock sets, wheels, casters, ball bearings, rope, chain, metal stock, dry cell batteries, fire extinguishers, signs, cabinet hardware, mail boxes, safes, drop boxes, weatherization products, and all ancillary supplies, tools, and components. SERIAL 16154-RFP 2.3.4 CATEGORY 4: HEATING, VENTILATION, AND AIR CONDITIONING (HVAC) Equipment, package units, evaporative coolers, tools, parts, ducting, air filtration, thermostats, portable and fixed heaters, fans, and all ancillary supplies, tools, and components. 2.3.5 CATEGORY 5: KITCHEN AND BATH CABINETS Kitchen cabinets, bath vanities, countertops, medicine cabinets, mirrors, and all ancillary supplies, tools, and components. 2.3.6 CATEGORY 6: JANITORIAL SUPPLIES Cleaners, soaps, waxes, strippers, polishes, vacuums, brooms, mops, buckets, gloves, carts, paper goods, and all ancillary supplies, tools, and components. 2.3.7 CATEGORY 7: LANDSCAPING EQUIPMENT AND SUPPLIES Lawn and landscape equipment (gasoline and electric), shovels, rakes, axes, hoes, hoses, nozzles, insect control, herbicides, fertilizers, plants, trees, sprinkler/irrigation equipment and supplies and all ancillary supplies, tools, an components. 2.3.8 CATEGORY 8: MOTORS/PUMPS Fractional and full horse, starters, pulleys, belts, fans, motor controls, and all ancillary supplies, tools, and components. 2.3.9 CATEGORY 9: PAINTS AND COATINGS All types of paints and coatings, wall paper, caulking, spray equipment, aerosol paints, pressure washers, sand blasters, finishes, abrasives, epoxy, cleaners, drywall supplies, tarps, compounds, adhesives, accessories, and all ancillary supplies, tools, and components. 2.3.10 CATEGORY 10: PLUMBING Equipment, parts, piping and fittings, water heaters, furnaces, disposals, pneumatic piping, filters, commodes, sinks, bathtubs, showers, shower doors, faucets, water conditioning equipment, water dispensing equipment, salt, and all ancillary supplies, tools, and components. 2.3.11 CATEGORY 11: POOL SUPPLIES Pool chemicals, tools, timers, pump/motor units, vacuum equipment, patio furniture, parts, and all ancillary supplies, tools, and components. 2.3.12 CATEGORY 12: TOOLS, HAND-HELD GENERAL PURPOSE Hand-held (electric, battery, or pneumatic operated), including accessories, automotive type tools, welding equipment, testing and measuring tools, carts and hand trucks, work benches, tool cabinets, ladders, and all ancillary supplies and components. 2.3.13 CATEGORY 13: TOOLS, POWER TYPE Electric or gas operated, mobile or stationary, bench or floor mounted, including accessories, and all ancillary supplies and components. 2.3.14 CATEGORY 14: FLOORING AND WINDOW COVERINGS All flooring, including but not limited to, vinyl plank, VCT, vinyl tile, ceramic tile, hardwood, carpet tile, carpet and cove base; blinds, shades, screens, window glass, mirrors, parts, and all ancillary supplies, tools, and components. SERIAL 16154-RFP 2.3.15 CATEGORY 15: HOSPITALITY Guest room supplies and appliances, personal care amenities, telephones, bed and bath linens, housekeeping cleaning supplies, public restroom supplies, carts, banquet and conference room supplies, guest room and suite furniture, fixtures, and equipment, pool and patio equipment, and other hospitality supplies. 2.3.16 CATEGORY 16: WATER AND WASTE WATER TREATMENT Aeration, chart and data recorders, chemical feed, collection systems, flow metering, gauges, grounds maintenance, hose, hydrants, lab chemicals, equipment, and testing, location and leak detection, level and pressure, pipe, plugs, process analysis, pumps, sampling equipment, storm water, tanks, tools, valves, and water treatment. 2.3.17 CATEGORY 17: MISCELLANEOUS Including, but not limited to: shelving (metal or wood composite), safety and emergency equipment, first aid supplies, conditioning salt, scaffolding (purchased), packaging supplies, communication supplies, electrical supplies, lighting supplies, office products, and property management products. 2.3.18 CATEGORY 18: IN STORE SERVICES Including, but not limited to: glass cutting, pipe threading, planning services (flooring and cabinet), verbal technical advice, special orders, rental equipment, etc. 2.4 PRODUCT ORDERING: 2.4.1 Contractor’s limited product line (Wholesale or Retail) shall be available for internet ordering 24/7. 2.4.2 Products may be ordered by any of the following methods: 2.4.2.1 Retail Stores (Point of Sale) 2.4.2.2 Internet (Homedepot.com ) 2.4.2.3 Other eProcurement options 2.4.2.4 Will Call (Phone or FAX order) 2.5 PRODUCT PRICING: Retail: Products shall be sold at their retail price. An annual volume rebate will be paid to Participating Public Agencies (see Exhibit A). For any purchase over $1,500, more aggressive pricing may be available through the Volume Pricing Program. The discount offered through this program will depend on dollar value, quantity and type of material. In addition, the Pro Rewards Paint program offers Participating Public Agencies further discounts on their paint only purchases (see Exhibit A). 2.6 ON-LINE CATALOG DISCOUNT PRICING: Presently, the capability exists to access a limited on-line catalog reflecting contract pricing of products. 2.7 RELATED PRODUCTS AND SERVICES (INSTALLATION, REPAIR AND RENOVATION SERVICES) PRICING: 2.7.1 All Participating Public Agencies shall receive a detailed written quotation for all services to be performed, and product(s) to be provided. SERIAL 16154-RFP 2.7.2 All quotations shall be for a “not to exceed” amount. 2.7.3 As an audit tool, the Contractor(s) shall provide a copy of the most current R.S. Means Bare Cost Data (including any city cost index adjustment) pertaining to all written quotations. 2.7.4 Spending on services shall be included in the annual volume rebate (see Exhibit A). 2.8 SALES REPORTING: 2.8.1 Sales Dollars 2.8.2 Sales histories by manufacturer, item description, part number, quantity, NIGP codes 2.8.3 Procurement card (MasterCard or Visa brand) 2.9 BRAND NAMES: The County reserves the right to request samples to determine quality and acceptability of materials bid by Contractor. . Materials substantially equivalent to those designated shall qualify for consideration of an order. 2.10 DELIVERY, FREIGHT REQUIREMENTS: 2.10.1 All domestic ground shipments shall be FOB Destination, Freight Prepaid and Included. Any handling fees shall also be included in the pricing. 2.10.2 Any requests for local delivery of orders placed at local stores shall be subject to local delivery fees, if applicable. 2.10.3 Shipping and handling fees are allowable to destinations outside the continental U.S. 2.10.4 A packing list or other suitable shipping document shall accompany each shipment and shall include the following: 2.10.4.1 Contract Serial number 2.10.4.2 Contractor’s name and address 2.10.4.3 Participating Public Agency’s name and address 2.10.4.4 Participating Public Agency’s purchase order number 2.10.4.5 A description of product(s) shipped, including item number(s), quantity (is), number of containers and package number(s), as applicable 3.0 PROCUREMENT REQUIREMENTS: 3.1 SHIPPING TERMS: Bid price(s) and terms shall be F.O.B. Destination at ordering Agencies locations for those items requested to be delivered. Delivery charges may apply based on location. 3.2 OPERATING MANUALS (If required): Upon delivery, Contractor shall provide comprehensive operational manuals, service manuals and schematic diagrams, if required by the Using Agency. 3.3 INSTALLATION: (If required): The Contractor’s price shall include delivery and installation of all equipment in a complete operating condition. SERIAL 16154-RFP 3.4 ACCEPTANCE: (If required): Upon delivery and successful installation, the material(s) shall be deemed accepted and the warranty period shall begin. All documentation shall be completed prior to final acceptance. 3.5 CONTRACTOR EMPLOYEE MANAGEMENT: 3.5.1 Contractor shall endeavor to maintain the personnel proposed in their offer throughout the implementation of the Agreement. In the event that Contractor personnel’s employment status changes, Contractor shall provide County a list of replacement personnel. . Under no circumstances is it acceptable for the implementation schedule to be impacted by a personnel change on the part of the Contractor. 3.5.2 County reserves the right to immediately remove from its premises any Contractor personnel it determines is a risk to County operations. 3.5.3 County reserves the right to request the replacement of Contractor personnel at any time, for any reason. 3.6 WARRANTY: Home Depot SOW Information: All repair and renovation services performed by Home Depot carries a one (1) year workmanship warranty and all manufacturers’ product warranties shall be passed on to the end customer as further detailed in Contract section 6.5. Home Depot also offers a robust return policy on product purchases, whereas (most) returns within 90 days of purchase are accommodated with a valid sales receipt for exchange, refund, credited to an associated Home Depot 3.6.1 All items furnished under this Contract shall conform to the requirements of this Contract and shall be free from defects in design, materials and workmanship. 3.6.2 The warranty period for workmanship shall be for an initial period of twelve (12) months and commence upon acceptance by County. 3.6.2.1 The Contractor agrees that he will, at his own expense, provide all labor and parts required to remove, repair or replace, and reinstall any such defective workmanship and/or materials which becomes or is found to be defective during the term of this warranty. The Contractor shall guarantee the equipment to be supplied complies with all applicable regulations. 3.7 FACTORY AUTHORIZED SERVICE AVAILABILITY (if required): The Contractor shall have and maintain a local factory authorized service facility within the Phoenix, Arizona metropolitan area. The facility shall be capable of supplying and installing component parts, troubleshooting, repairing and maintaining the products. Minimum service hours shall be from 8:00 A.M. through 5:00 P.M., Arizona Time, Monday through Friday. 3.8 USAGE REPORT: The Contractor shall furnish the County a usage report upon re quest delineating the acquisition activity governed by the Contract. The format of the report shall be approved by the County and shall disclose the quantity and dollar value of each contract item by individual unit. SERIAL 16154-RFP 16154 EXHIBIT C FACILITIES MANAGEMENT REQUIREMENTS Maricopa County Facilities Management operation requirements. 1.0 HOURS OF SERVICE: 1.1 REGULAR HOURS are between 6:00 AM and 6:00 PM, Monday through Friday, excluding County holidays. 1.2 AFTER HOURS is after 6:00 PM and prior to 6:00 AM, Monday through Friday. 1.3 WEEKENDS are anytime Saturday or, Sunday. 1.4 HOLIDAYS are County Holidays (See County holiday schedule attachment). 1.5 Services shall be available 24 hours per day, 7 days per week, 365 days per year. 1.6 Contractor shall provide 24 hours per day, 7 days per week, 365 days per year telephone access, and strive to respond to a call for services within thirty (30) minutes of receipt. 2.0 RESPONSE TIMES: 2.1 During REGULAR HOURS, AFTER HOURS, WEEKEND or HOLIDAYs, Contractor shall strive to respond on-site within four (4) hours of receipt of a service request if a site visit is mutually determined to be required. 2.2 If the request is designated by the County as an EMERGENCY, the contractor shall strive to respond on-site within two (2) hours of receipt of a service request regardless of the time of day, WEEKEND or HOLIDAY if a site visit is mutually determined to be required. 3.0 TRIP CHARGE: Trip charges are permitted when time and material work is requested at the following sites only: 3.1 MCSO Lake Aid Stations (Apache, Bartlett, Blue Point, Canyon and Saguaro) 3.2 County offices located in Gila Bend, AZ 3.3 County offices located in Buckeye, AZ 3.4 County offices located in Aguila, AZ 3.5 Only one trip charge may be charged per service call. 3.6 If the contractor arrives onsite and is unable to locate a County representative familiar with the work or unable to gain access to the work site, the Contractor may only bill for a trip charge (maximum one time daily trip charge not to exceed $50.00). The Contractor is not authorized to incur nor will the County accepting billing for any labor charges. 4.0 CONTRACTOR REQUIREMENTS: 4.1 Contractor(s) shall supply all labor, supervision, materials, tools, equipment, and effort necessary to perform the Scope of Work presented. SERIAL 16154-RFP 4.2 The Contractor’s service truck fleet and/or warehouse shall carry sufficient supply of repair parts and equipment to perform services per Scope of Work presented. 4.3 The Contractor agrees to utilize only experienced, responsible and capable people in the performance of the work. 4.4 All employees of the Contractor shall wear a company uniform identified with the company name that may include one of the following: 4.4.1 Shirt/blouse 4.4.2 Vest 4.4.3 Cap 4.4.4 Badging that identifies the business they work for 4.5 No one except authorized employees of the Contractor is allowed on the premises of Maricopa County. Contractor’s employees are NOT to be accompanied in their work area by acquaintances, family members, assistants, or any other person unless said person is an authorized employee of the Contractor. 4.6 The Contractor shall perform the work in a way to minimize disruption to the normal operation of building occupants. Upon completion of work the Contractor shall clean and remove from the job site all debris, materials and equipment associated with the work performed. 4.7 Contractor shall adhere to all regulations, rules, ordinances, and standards set by Federal, State, County, and Municipal governments pertaining to safety on the job site. 5.0 BUILDING SECURITY (KEYS): 5.1 The Contractor may be provided keys to required County Facilities at the discretion of FMD. Keys may be acquired by: 5.2 The Contractor being provided permanent key(s), wherein the Contractor verifies receipt of and accepts responsibility for keys. The keys must be returned at the completion of the work or at the direction of FMD. Keys not returned may cause the County to re-key the ENTIRE building or locations that the set of keys opened with the cost being borne by the Contractor. 5.3 In lieu of or in addition to keys, the Contractor may be provided card access badges at the discretion of FMD. 5.4 The Contractor shall notify FMD within twenty-four (24) hours if any keys are lost, misplaced, stolen or otherwise not within the Contractor’s control. 6.0 Once the Purchase Order is complete, expired, or terminated the Contractor shall immediately return all badges and keys to FMD.SALVAGE: Salvage rights shall be evaluated on a project by project basis by the County and shall be determined prior to incorporation in the contractor’s bid price. Salvage rights automatically apply for all work if in the best interest to the County. Salvageable materials without pre-approved contractor salvage rights shall be securely stored and are not to be transported off the site without written permission from Maricopa County. If contractor is given salvage rights, salvageable materials shall be removed daily. No on site storage of contractor’s salvaged materials will be permitted. SERIAL 16154-RFP 7.0 INVOICES AND PAYMENTS: For transactions using a Home Depot Net 30 Account, Invoices are required to contain the following information and should be e-mailed to FMD-ACCOUNTSPAYABLE@MAIL.MARICOPA.GOV If invoices cannot be e-mailed, U.S. Mail is acceptable to Maricopa County Facilities Management, Accounts Payable, 401W. Jefferson, Phoenix, Arizona 85003 – or to the address that was used in establishing the associated Home Depot Account. 7.1 Company name, address and contact information 7.2 County bill-to name and contact/requestor information 7.3 Building Name and Building Number 7.4 County purchase order number 7.5 County contract number 7.6 Maximo (FMD) service call number 7.7 Invoice number and date 7.8 Date of service or delivery 7.9 Description of Purchase (services performed) 7.10 Labor breakdown: rate per hour x no. of hours by personnel type (time & materials) 7.11 Material breakdown: itemized parts list to contain unit price x quantity, indicating mark-ups as contracted (time & materials) 7.12 Arrival and completion time 7.13 Total Amount Due with tax amounts separated. Must also clearly indicate the tax rate being applied 7.14 Payment Terms For Time & Material work, Contractor(s) must provide, all equipment, expendable shop supplies (rags, cleaners, solvents, gasses, etc.), miscellaneous parts (screws, bolts nuts, small items etc.), tools, etc. necessary to perform all the required services. Contractor(s) are allowed a one-time Misc. Shop fee charge of up to $25.00 per work order to cover these type of expenses. Anything beyond the $25 limit, will be provided at the contractor’s own expense. 8.0 CONTRACTOR EMPLOYEE BACKGROUND CHECK: A background check is required for all Contractor employees providing services to the County. The cost of this service shall be incurred by the County. No Contractor employee may access County property without approval of FMD. SERIAL 16154-RFP 16154 EXHIBIT C FACILITIES MANAGEMENT REQUIREMENTS Maricopa County Facilities Management operation requirements. 1.0 HOURS OF SERVICE (any fluctuations to these hours will be handled in the Solicitation): 1.1 REGULAR HOURS are between the hours of 6:00 a.m. and 6:00 p.m., Monday through Friday, excluding County holidays. 1.2 AFTER HOURS are between the hours of 6:00 p.m. and prior to 6:00 a.m., Monday through Friday. 1.3 WEEKENDS are anytime on a Saturday or a Sunday. 1.4 HOLIDAYS are County holidays. 1.5 Services shall be available 24 hours per day, 7 days per week, 365 days per year. 1.6 The Facilities Management Parts Warehouse is open for deliveries between the hours of 7:00 a.m. to 3:00 p.m. weekdays except for County holidays. 2.0 BEGINNING OF WORK: 2.1 Contractor shall provide 24 hours per day, 7 days per week, 365 days per year telephone access, and use best efforts to respond to a call for services within thirty (30) minutes of receipt via phone or email. 2.2 During REGULAR HOURS, AFTER HOURS, WEEKEND or HOLIDAYs, Contractor shall strive to respond on-site to begin work within four (4) hours of receipt of a service request unless arranged for a later date/time with the County per the work order or notice to proceed. 2.3 The four (4) hour response time shall carryover to the next working day if called into Contractor’s office as a non-emergency call after 2:00 p.m. The Contractor will be required to begin work by 8:00 a.m. the following day, as mutually agreed to by the Parties. 2.4 Contractors shall strive to respond to EMERGENCY requests immediately and report on- site to begin work within two (2) hours service call request regardless of the time of day, WEEKEND or HOLIDAY. 3.0 TRIP CHARGE: One-time trip charges of $50.00, or other amount only if previously identified to the Maricopa County contact and agreed to by them (one per work order), are permitted when Time and Materials work is requested at the following sites ONLY: 3.1 MCSO Lake Aid Stations (Apache, Bartlett, Blue Point, Canyon and Saguaro) 3.2 County offices located in Gila Bend, AZ 3.3 County offices located in Buckeye, AZ 3.4 County offices located in Aguila, AZ SERIAL 16154-RFP 4.0 DEAD END CHARGE: If the Contractor is unable to locate a County representative familiar with the work or is unable to gain access to the work site, the Contractor shall call the County Boiler Room (602-506-3310). The Boiler Room technician will give Contractors further instruction at this time. If the Contractor is delayed or turned away, a $50.00 trip charge shall be authorized by the County. 5.0 CONTRACTOR REQUIREMENTS: 5.1 Contractor shall provide and maintain during the entire period of this contract, all labor, supervision, materials, effort, tools, and equipment sufficient in number, condition and capacity to efficiently perform the work and render the services required by this contract. Contractor shall provide evidence of his ability to furnish equipment and personnel. The Contractor’s service truck fleet and/or warehouse shall carry sufficient supply of repair parts and equipment to perform services per Scope of Work presented. 5.2 The Contractor shall perform the work in such a way as to minimize disruption to the normal operation of the County site and building occupants. Upon completion of work, the Contractor is responsible for cleaning and removing from the job site; all debris, materials, and equipment associated with the work performed and County property is restored to the same condition prior to start of the job. Such disturbances may include, but are not limited to: loose dirt, dislocated gravel; removed vegetation; footprints; old asphalt/concrete; etc. Documentation will be performed through an audit and feedback system of contract administration. If an inspection reveals that the Contractor failed to clean up after work has been performed, the County will notify the Contractor of the discrepancy and the Contractor will have twenty-four (24) hours to make the needed correction. Should the Contractor fail to correct noted issues, the County reserves the right to make other arrangements to have the area cleaned and the cost of such work shall be offset from any monies due the Contractor. 5.3 The Contractor shall perform all services in such a manner that does not damage County property. In the event damage occurs to Maricopa County property, or any adjacent property due to any services performed under this contract, the Contractor shall notify the County representative immediately of damages and replace or repair the same at no cost to the County. If damage caused by the Contractor has to be repaired or replaced by the County, and the cost of such work shall be deducted from the monies due the Contractor. 5.4 Contractor’s bidding on this solicitation may visit the sites to determine conditions that would affect prices and work performance. As some sites do have internal restrictions, a site visit may be scheduled if necessary. See GIS link for site directions: https://gisportal.maricopa.gov/FMD/Facility/Index.html. 5.5 Contractors must have a facility sufficient to support the work contemplated by this contract within fifty (50) miles of 401 W. Jefferson St., Phoenix AZ 85003. 5.6 The Contractor agrees to utilize only experienced, responsible, and capable people in the performance of the work. 5.7 All vehicles used by Contractor shall be clearly identified with the name of the company on each side of the equipment, including personnel transportation vehicles, or consistent with the Contractor’s business practices. The letters shall be of such size that they are distinguishable from a reasonable distance or consistent with the Contractor’s business practices. 5.8 All employees of the Contractor shall wear a company uniform identified with the company name that may include of one of the following: • Shirt/blouse SERIAL 16154-RFP • Vest • Cap 5.9 Only authorized employees of the Contractor are allowed on the premises of Maricopa County. Contractor’s employees are NOT to be accompanied in their work area by acquaintances, family members, assistants, or any other person unless said person is an authorized employee of the Contractor. 5.10 All work must comply with EPA, OSHA, and any State, County, or local regulations in effect at each service location. Contractor shall adhere to all regulations, rules, ordinances, and standards set by Federal, State, County, and Municipal governments pertaining to safety on the jobsite. If the Contractor is found not to be in compliance with Federal, State, County, and/or Municipal safety rules, ordinances, policy, procedure, or codes, the County may, in accordance with the “Suspension of Work” clause of the contract, suspend the work without cost to the County until such non-compliant issues are rectified to the satisfaction of the Using Agency. Continued non-compliance may result in termination. 6.0 BUILDING ACCESS: 6.1 The Contractor may be provided access to County Facilities at the discretion of Facilities Management. keys, badges, or access cards will be provided per the following guidelines: 6.2 Contractor employees may sign out a set of keys (all looped on a single key ring) upon arrival at site, and must turn-in key set after completion of duties unless they are issued a permanent key. 6.3 Permanent keys may be provided to Contractor employees on a case-by-case basis. Should an employee leave the Contractor’s work force, Contractor must immediately notify the County and keys, badges, and access cards must be returned to the County. 6.4 The Contractor shall notify the County within twenty-four (24) hours if any keys, badges, or access cards are lost, misplaced, stolen or otherwise not within the Contractor’s control. 6.5 Once this agreement is complete, expired, or terminated, the Contractor shall immediately return all keys, badges, or access cards to the County. 6.6 Failure to comply with these requirements may result in the Contractor being assessed the cost of replacing keys or access cards and any associated cost to ensure the security of County facilities including but not limited to, re-keying the ENTIRE building at the expense of the Contractor. 7.0 CANCELLATION COST: Any scheduled work cancelled without a minimum of 48 hours prior notice to the County will be rescheduled with the Contractor and is subject up-to a 25% reduction of the cost. 8.0 SALVAGE: Salvage and trade-in rights shall be evaluated on a project-by-project basis by the County and shall be determined prior to incorporation in the Contractor’s bid price. Salvageable materials without pre-approved Contractor salvage rights shall be securely stored and are not to be transported off the site without written permission from Maricopa County. If Contractor is given salvage rights, salvageable materials shall be removed daily. On-site storage of Contractor’s salvaged materials is not permitted. SERIAL 16154-RFP 9.0 DELIVERY: 9.1 Delivery shall be made to the County no later than 3:00 p.m. on the seventh (7th) calendar day after order is received. 9.2 Exceptions to delivery schedule will be special order items that must be identified to the County. 9.3 Maricopa County reserves the right to obtain material on the open market in the event vendors fail to make delivery and charge any price differential to the vendor. 9.4 Delivery will be made to the following address: FACILITIES MANAGEMENT DIVISION (FMD) WAREHOUSE 2401 S. 28th Dr. Phoenix, AZ 85009 Warehouse Manager: 602-506-1935 Warehouse Specialist: 602-506-1943 Receiving hours: 7:00 a.m. – 3:00 p.m. 10.0 FACILITIES MANAGEMENT INVOICES AND PAYMENTS: 10.1 Payment terms shall be calculated based on the date a properly completed invoice is received by the County. 10.2 For transactions using a Home Depot Net 30 Account, Contractors shall provide the County with invoices no later than fourteen (14) days after all services and delivery of goods are complete and accepted by the County rendered final. 10.3 Home Depot Account invoices should contain access to the following information: • Company name, address and contact information • County bill-to name and contact/requestor information • Building name and building number • County purchase order number • Contract or BidSync agreement number • Maximo (Facilities Management) work order number • Invoice number and date • Date of service or delivery (for Project work: use “Completion date”) • Description of services performed • Line item description of parts and materials (Time and Materials work) • Line item labor breakdown: arrival and completion time, rate per hour x no. of hours by personnel type (Time & Materials work) • Total amount due with tax amounts separated (Time and Materials work). *On a separate line, clearly indicate the tax rate being applied SERIAL 16154-RFP • Payment Terms as stated in the agreement 10.4 Questions regarding billing or invoicing shall be directed to the email address below. 10.5 Invoices shall be e-mailed to: FMD-ACCOUNTSPAYABLE@MAIL.MARICOPA.GOV 10.6 If invoices cannot be e-mailed, send by mail to: Maricopa County Facilities Management – Accounts Payable 401 W. Jefferson St. Phoenix, Arizona 85003 10.7 Payment shall be made to the Contractor by the Accounts Payable/Finance department through an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Contractor Registration Form located on the County Department of Finance Contractor Registration Web Site (http://www.maricopa.gov/922/Vendors). 10.8 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. SERIAL 16154-RFP HOME DEPOT U.S.A., INC., PO BOX 193176, COLUMBUS OH 43218 2455 PACES FERRY ROAD, ATLANTA, GA. 30339 PRICING SHEET: NIGP CODE 45041 Terms: NET 30 Vendor Number: VC0000005735 Certificates of Insurance Required Contract Period: To cover the period ending December 31, 2021 2026. EXHIBIT C City’s Insurance and Indemnity Exhibit C Insurance and Indemnity INDEMNIFICATION To the furthest extent allowed by law, VENDOR 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, VENDOR or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses and cost to enforce this agreement), arising or alleged to have arisen directly or indirectly out of performance of this Contract. VENDOR'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 the willful misconduct, of CITY or any of its officers, officials, employees, agents or volunteers. If VENDOR should subcontract all or any portion of the work to be performed under this Contract, VENDOR 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. INSURANCE REQUIREMENTS (a) Throughout the life of this Agreement, VENDOR 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 CITY'S Risk Manager or his/her designee at any time and in his/her sole discretion. The required policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, VENDOR 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 VENDOR shall be withheld until notice is received by CITY 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 CITY. Any failure to maintain the required insurance shall be sufficient cause for CITY to terminate this Agreement. No action taken by CITY pursuant to this section shall in any way relieve VENDOR of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by CITY that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtained by VENDOR shall not be deemed to release or diminish the liability of VENDOR, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify CITY 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 VENDOR. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of VENDOR, vendors, suppliers, invitees, contractors, sub-contractors, subcontractors, or anyone employed directly or indirectly by any of them. 1. PRODUCTS LIABILITY INSURANCE: VENDOR shall maintain, and provide the City of Fresno with verification of, manufacturer's products liability insurance policy in excess of $1,000,000 by providing a certificate of insurance on said Bid Item(s) equipment. Certificates shall be issued by an insurance company meeting the requirements to conduct business in the state of California. City of Fresno is required to be an additional insured with primary and non- contributory coverage in favor of the City on this General Liability Policy. If the scope of work includes delivery and/or installation, the requirements below apply in addition to the above requirements. 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. MINIMUM LIMITS OF INSURANCE VENDOR shall procure and maintain for the duration of the contract, and for 5 years thereafter, insurance with limits of liability not less than those set forth below. However, insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, 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) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 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. UMBRELLA OR EXCESS INSURANCE In the event VENDOR 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 CITY, its officers, officials, employees, agents and volunteers. DEDUCTIBLES AND SELF-INSURED RETENTIONS VENDOR shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and VENDOR shall also be responsible for payment of any self-insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS (i) 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 CITY, except ten (10) days for nonpayment of premium. VENDOR is also responsible for providing written notice to the CITY 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, VENDOR shall furnish CITY 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 CITY, VENDOR 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. (ii) The Commercial General and Automobile Liability insurance policies shall be written on an occurrence form. (iii) The Commercial General and Automobile Liability insurance policies shall be endorsed to name City, its officers, officials, agents, employees and volunteers as an additional insured all ongoing and completed operations. Additional Insured endorsements under the General Liability policy must be as broad as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37. (iv) The Commercial General and Automobile Liability insurance shall contain, or be endorsed to contain, that VENDOR’S insurance shall be primary to and require no contribution from the City. Primary and Non Contributory language under the General Liability policy must be as broad as that contained in ISO Form CG 20 01 04 13. These coverages shall contain no special limitations on the scope of protection afforded to City, its officers, officials, employees, agents and volunteers. (v) 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. (vi) All insurance policies required herein shall contain, or be endorsed to contain, a waiver of subrogation as to CITY, its officers, officials, agents, employees and volunteers. PROVIDING OF DOCUMENTS VENDOR shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required herein. All certificates and applicable endorsements are to be received and approved by the CITY’S Risk Manager or his/her designee prior to CITY’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. Upon request of CITY, VENDOR shall immediately furnish CITY with a complete copy of any 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. All subcontractors working under the direction of VENDOR shall also be required to provide all documents noted herein. SUBCONTRACTORS If VENDOR subcontracts any or all of the services to be performed under this Agreement, VENDOR shall require, at the discretion of the CITY Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the City to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by CITY Risk Manager or designee. If no Side Agreement is required, VENDOR will be solely responsible for ensuring that it’s subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry. SERIAL 16154 RFP MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PRODUCTS AND SERVICES (U.S. Communities) Contract - Home Depot U.S.A., Inc. DATE OF LAST REVISION: November 21, 2019 CONTRACT END DATE: December 31, 2026 CONTRACT PERIOD THROUGH DECEMBER 31, 2021 2026 TO: All Departments FROM: Office of Procurement Services SUBJECT: Contract for MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PRODUCTS AND SERVICES Attached to this letter is published an effective purchasing contract for products and/or services to be supplied to Maricopa County activities as awarded by Maricopa County on January 11, 2017 (Eff. 02/01/17). All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts. The contract period is indicated above. SA/mm Attach Copy to: Office of Procurement Services Erick Blue, Facilities Management Beth Cressman, Facilities Management CONTRACT PURSUANT TO RFP SERIAL 16154-RFP This Contract is entered into this 11th day of January, 2017 by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and Home Depot U.S.A., Inc., a Delaware corporation (“Contractor”) for the purchase of Maintenance Repair and Operating Supplies and Services. 1.0 CONTRACT TERM: 1.1 This Contract is for a term of Five (5) years, beginning on the 1st day of February, 2017 and ending the 31st day of December, 2021 2026. 1.2 The County may, at its option and with the agreement of the Contractor, renew the term of this Contract for additional terms up to a maximum of five (5) additional years, (or at the County’s sole discretion, extend the contract on a month-to-month bases for a maximum of six (6) months after expiration). The County shall notify the Contractor in writing of its intent to extend the Contract term at least sixty (60) calendar days prior to the expiration of the original contract term, or any additional term thereafter. 1.3 CONTRACT COMPLETION: The Contractor shall make all reasonable efforts for an orderly transition of its duties and responsibilities to another provider and/or to the County. This may include, but is not limited to preparation of a transition plan and cooperation with the County or other providers in the transition. The transition includes the transfer of all records, and other data in the possession, custody or control of Contractor required to be provided to the County either by the terms of this agreement or as a matter of law. The provisions of this clause shall survive the expiration or termination of this agreement 2.0 FEE ADJUSTMENTS: 2.1 Any request for a fee or rebate offering adjustment must be submitted sixty (60) days prior to the current Contract expiration. Requests for adjustment in cost of labor and/or materials not identified in the awarded proposal must be supported by appropriate documentation. If County agrees to the adjusted fee or rebate offering, County shall issue written approval of the change. The reasonableness of the request will be determined by comparing the request with the (Consumer Price Index) or by performing a market survey if the offering was awarded on a fixed price basis. 3.0 PAYMENTS: 3.1 As consideration for performance of the duties described herein, County shall pay Contractor the prices based on the discounts stated in Exhibit “A.” or Task Order. 3.2 For non-procurement card transactions, Payment shall be made upon the County’s receipt of a properly completed invoice. SERIAL 16154-RFP 3.3 INVOICES (NON-PROCUREMENT CARD TRANSACTIONS): 3.3.1 The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s) can be made. Incomplete invoices will not be processed. At a minimum, the invoice must provide access to the following information: • Company name, address and contact • County bill-to name and contact information • Contract Serial Number or • County purchase order number • Invoice number and date • Payment terms • Date of service or delivery • Quantity (number of days or weeks) • Contract Item number(s) • Description of Purchase (product or services) • Pricing per unit of purchase • Freight (if applicable) • Extended price • Mileage w/rate (if applicable) • Arrival and completion time (if applicable) • Total Amount Due 3.3.2 Problems regarding billing or invoicing shall be directed to the using agency as listed on the Purchase Order. 3.3.3 Payment shall be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site (http://www.maricopa.gov/Finance/Vendors.aspx). 3.3.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County (ROI). 3.3.5 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.3.6 Invoices are required to contain access to the following information: (Maricopa County Facilities Management) • Company name, address and contact • County bill-to name and contact information • Building Name and Building Number • Contract Serial Number or • County purchase order number • Maximo (FMD) service call number • Invoice number and date • Date of service or delivery • Description of Purchase (services performed) • Pricing per unit of purchase • Extended price • Arrival and completion time • Total Amount Due SERIAL 16154-RFP 3.3.7 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County (ROI). 3.3.8 Problems regarding billing or invoicing shall be directed to the using agency as listed on the Purchase Order. 3.3.9 Payment shall be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site (http://www.maricopa.gov/Finance/Vendors.aspx). 3.3.10 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.4 PAYMENT RETENTION: (By Task Order/Project if required) 3.4.1 Ten percent (10%) of monies paid for Project Management and Project Labor earned by CONTRACTOR related to work under this agreement may be retained by COUNTY until Final Completion of the services if mutually agreed to for a specific project. COUNTY may elect to release specific retention payments based on mutually agreed milestones, but in no case shall retention be released prior to Final Completion. All other payment terms and conditions shall not be affected by the retention. In the event of termination or cancellation of this contract by County through no fault of CONTRACTOR, CONTRACTOR shall be entitled to the refund of any funds in the retention account. 3.4.2 The CONTRACTOR shall have the right, pursuant to Arizona Revised Statues, to submit securities in lieu of retention for all work completed. The CONTRACTOR is required to request this option at least ten (10) business days prior to submission of first Application for Payment to allow time for preparation of forms. The CONTRACTOR shall request and obtain securities forms through COUNTY. The COUNTY must identify either securities option or retention option prior to first Application for Payment. 3.5 APPLICABLE TAXES: 3.5.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor’s invoices. 3.5.2 State and Local Transaction Privilege Taxes: Maricopa County is subject to all applicable state and local transaction privilege taxes. To the extent any state and local transaction privilege taxes apply to sales made under the terms of this contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority. 3.5.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation. SERIAL 16154-RFP 3.6 TAX: (SERVICES) No tax shall be levied against labor. It is the responsibility of the Contractor to determine any and all taxes and include the same in proposal price. No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes and include the cost in the proposal price. 3.7 TAX (COMMODITIES): Tax shall not be levied against labor. Sales/use tax will be determined by County. Tax will not be used in determining low price. Tax shall not be invoiced against Contractor’s labor. Sales/use tax will be determined by County. Tax will not be used in determining low price. 3.8 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE): 3.8.1 The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts. Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful Respondent under this solicitation, a member of $AVE may access a contract resulting from a solicitation issued by the County. If you do not want to grant such access to a member of $AVE, please so state in your proposal. In the absence of a statement to the contrary, the County will assume that you do wish to grant access to any contract that may result from this Request for Proposal. 3.9 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s) 3.9.1 County currently holds ICPA’s with numerous governmental entities throughout the State of Arizona. These agreements allow those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of the County Contract. Please indicate on Attachment A, your acceptance or rejection regarding such participation of other governmental entities. Your response will not be considered as an evaluation factor in awarding a contract 3.10 VOLUNTARY EMPLOYEE DISCOUNTS 3.10.1 Vendors may voluntarily offer discounts to County employees for products or services provided under this contract. Whether a vendor offers or does not offer an employee discount is not a factor in nor considered in the evaluation of responses to this solicitation. 3.10.2 Any discount offered is part of a commercial transaction between the vendor and individual County employees and the County is not a party to the transaction. Any disputes or issues arising from an individual commercial transaction between the vendor and an individual County employee are a matter between the vendor and the employee. If a discount is offered, the terms will be announced to County employees. 4.0 AVAILABILITY OF FUNDS: 4.1 The provisions of this Contract relating to payment for services shall become effective when funds assigned for the purpose of compensating the Contractor as herein provided are actually available to County for disbursement. The County shall be the sole judge and authority in determining the availability of funds under this Contract. County shall keep the Contractor fully informed as to the availability of funds. SERIAL 16154-RFP 4.2 If any action is taken by any state agency, Federal department or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in connection with, this Contract. In the event of termination, County shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this Contract. County shall give written notice of the effective date of any suspension, amendment, or termination under this Section, at least ten (10) days in advance. 5.0 DUTIES: 5.1 The Contractor shall perform all duties stated in Exhibit “B”, Task Order or as otherwise directed in writing by the Procurement Officer. 6.0 TERMS and CONDITIONS: 6.1 INDEMNIFICATION AND LIMITATION OF LIABILITY: To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the negligence or willful misconduct relating to the performance of this Contract. Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, agents, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment of, or destruction of tangible property, including loss of use resulting there from, caused by gross negligence or willful misconduct in the performance of this Contract, but only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any one directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. The scope of this indemnification does not extend to the sole negligence of County. CONTRACTOR WILL NOT BE LIABLE TO COUNTY FOR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, LIQUIDATED, EXEMPLARY, MORAL, OR CONSEQUENTIAL DAMAGES, EXPENSES, COST, PROFITS, LOST SAVINGS OR EARNINGS, LOST OR CORRUPTED DATA, OR OTHER LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT. 6.2 INSURANCE. 6.2.1 Contractor, at Contractor’s own expense, shall purchase and maintain the herein stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County. 6.2.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the Contract is satisfactorily SERIAL 16154-RFP completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this Contract. 6.2.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 6.2.4 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County’s right to coverage afforded under the insurance policies. 6.2.5 The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to County under such policies. Contractor shall be solely responsible for the deductible and/or self-insured retention and County, at its option, may require Contractor to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 6.2.6 Notwithstanding anything to the contrary contained herein, CONTRACTOR shall have the right to self-insure part or all of any of the insurance it is required to maintain hereunder in its sole discretion so long as CONTRACTOR maintains a net worth of not less than One Hundred Million ($100,000,000) Dollars. Such net worth shall be documented to COUNTY and COUNTY shall be advised in writing in the event such net worth requirement is not met. In the event that CONTRACTOR elects to self-insure all or any part of any risk that would be insured under the policies and limits described herein, and an event occurs where insurance proceeds would have been available but for the election to self-insure, CONTRACTOR shall make funds available to the same extent that they would have been available had such insurance policy been carried, unless specifically provided to the contrary herein. 6.2.7 The policies required hereunder, except Workers’ Compensation and Errors and Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, representatives, officers, directors, officials and employees for any claims arising out of Contractor’s work or service. 6.2.8 Commercial General Liability. Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third party action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 6.2.9 Automobile Liability. Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a combined single limit for bodily injury and property damage of not less than $1,000,000 each occurrence with respect to any of the Contractor’s owned, hired, and non-owned vehicles assigned to or used in performance of the Contractor’s work or services or use or maintenance of the Premises under this Contract. 6.2.10 Workers’ Compensation. Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of Contractor’s employees engaged in the performance of the work or services under this Contract; and Employer’s Liability insurance of not less than SERIAL 16154-RFP $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. Contractor, its contractors and its subcontractors waive all rights against Contract and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability insurance obtained by Contractor, its contractors and its subcontractors pursuant to this Contract. 6.2.11 Errors and Omissions (Professional Liability) Insurance. Errors and Omissions (Professional Liability) insurance and, if necessary, Commercial Umbrella insurance, which will insure and provide coverage for errors or omissions or professional liability of the CONTRACTOR, with limits of no less than $2,000,000 for each claim. 6.2.12 Builder’s Risk (Property) Insurance. CONTRACTOR shall purchase and maintain, on a replacement cost basis, Builders’ Risk insurance and, if necessary, Commercial Umbrella insurance in the amount of the initial Contract amount as well as subsequent modifications thereto for the entire work at the site. Such Builders’ Risk insurance shall be maintained until final payment has been made or until no person or entity other than COUNTY has an insurable interest in the property required to be covered, whichever is earlier. This insurance shall include interests of COUNTY, CONTRACTOR, and all subcontractors and sub‐subcontractors in the work during the life of the Contract and course of construction, and shall continue until the work is completed and accepted by COUNTY. For new construction projects, CONTRACTOR agrees to assume full responsibility for loss or damage to the work being performed and to the structures under construction. For renovation construction projects, CONTRACTOR agrees to assume responsibility for loss or damage to the work being performed at least up to the full Contract amount, unless otherwise required by the Contract documents or amendments thereto. Builders’ Risk insurance shall be on a special form and shall also cover false work and temporary buildings and shall insure against risk of direct physical loss or damage from external causes including debris removal, demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for architect’s service and expenses required as a result of such insured loss and other “soft costs” as required by the Contract. Builders’ Risk insurance must provide coverage from the time any covered property comes under CONTRACTOR’S control and/or responsibility, and continue without interruption during construction, renovation, or installation, including any time during which the covered property is being transported to the construction installation site, and while on the construction or installation site awaiting installation. The policy will provide coverage while the covered premises or any part thereof are occupied. Builders’ Risk insurance shall be primary and any insurance or self‐insurance maintained by the County is not contributory. If the Contract requires testing of equipment or other similar operations, at the option of COUNTY, CONTRACTOR will be responsible for providing property insurance for these exposures under a Boiler Machinery insurance policy or the Builders’ Risk Insurance policy. 6.2.13 Certificates of Insurance. 6.2.13.1 Prior to Contract AWARD, Contractor shall furnish the County with valid and complete certificates of insurance, or formal endorsements as required by the Contract in the form provided by the County, issued by Contractor’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Contract are in full force and effect. Such certificates shall identify this contract number and title. Alternatively the County will accept an insurance industry recognized Memorandum of Insurance SERIAL 16154-RFP 6.2.13.2 In the event any insurance policy (ies) required by this contract is (are) written on a “claims made” basis, coverage shall extend for two years past completion and acceptance of Contractor’s work or services and as evidenced by annual Certificates of Insurance. 6.2.13.3 If a policy does expire during the life of the Contract, a renewal certificate must be sent to County fifteen (15) days prior to the expiration date. 6.2.14 Cancellation and Expiration Notice. Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to Maricopa County. Contractor must provide to Maricopa County, within 2 business days of receipt, if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to Maricopa County Office of Procurement Services and shall be mailed or hand delivered to 160 South 4th Avenue 320 West Lincoln Street, Phoenix, AZ 85003, or emailed to Procurement Officer noted in solicitation. 6.3 BOND REQUIREMENT: (If required by an individual Project/Task Order) 6.3.1 If requested for an individual Order and concurrently with the submittal of the proposal associated with the Order, the Contractor shall furnish the Contracting Agency the following bonds, which shall become binding upon the award of the contract to the Contractor 6.3.1.1 A Performance Bond equal to the full Contract amount ($________or as specified) conditioned upon the faithful performance of the Order in accordance with plans, specifications and conditions thereof. Such bond shall be solely for the protection of the Contracting Agency awarding the Order. 6.3.1.2 A Payment Bond equal to the full contract amount ($________or as specified) solely for the protection of claimants supplying labor and materials to the Contractor or his Subcontractors in the prosecution of the work provided for in such Order. 6.3.2 Each such bond shall include a provision allowing the prevailing party in a suit on such bond to recover as a part of his judgment such reasonable attorney’s fees as may be fixed by a judge of the court. 6.3.3 Each bond shall be executed by a surety company or companies holding a certificate of authority to transact surety business in the State of Arizona issued by the Director of the Department of Insurance. The bonds shall not be executed by an individual surety or sureties. The bonds shall be made payable and acceptable to the Contracting Agency. The bonds shall be written or countersigned by an authorized representative of the surety who is either a resident of the State of Arizona or whose principal office is maintained in this state, as by law required, and the bonds shall have attached thereto a certified copy of the Power of Attorney of the signing official. In addition, said company or companies shall be rated “Best-A” or better as required by the Contracting Agency, as currently listed in the most recent Best Key Rating Guide, published by the A.M. Best Company. 6.4 FORCE MAJEURE 6.4.1 Neither party shall be liable for failure of performance, nor incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Contract if such delay or failure is caused by events, occurrences, or causes beyond the reasonable control and without negligence of the parties. Such events, SERIAL 16154-RFP occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, interruption or failure of electricity or telecommunication service. 6.4.2 Each party, as applicable, shall give the other party notice of its inability to perform and particulars in reasonable detail of the cause of the inability. Each party must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply. 6.4.3 The party asserting Force Majeure as a cause for non-performance shall have the burden of proving that reasonable steps were taken to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated. 6.4.4 The County shall reserve the right to terminate this Contract and/or any applicable order or contract release purchase order upon non-performance by Contractor. The County shall reserve the right to extend the Contract and time for performance at its discretion. 6.5 WARRANTY OF SERVICES: 6.5.1 The Contractor warrants that all services provided hereunder will conform to the requirements of the Contract, including all descriptions, specifications and attachments made a part of this Contract. County’s acceptance of services or goods provided by the Contractor shall not relieve the Contractor from its obligations under this warranty. 6.5.2 In addition to its other remedies, County may, at the Contractor's expense, require prompt correction of any services failing to meet the Contractor's warranty herein for one year following the performance of those services. Services corrected by the Contractor shall be subject to all the provisions of this Contract in the manner and to the same extent as services originally furnished hereunder. 6.5.3 DISCLAIMER OF WARRANTIES FOR PRODUCTS. COUNTY’S SOLE AND EXCLUSIVE WARRANTY FOR PRODUCTS, IF ANY, IS THAT PROVIDED BY THE PRODUCT MANUFACTURER. CONTRACTOR DISCLAIMS ALL EXPRESSED, IMPLIED OR STATUTORY WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE LANGUAGE OF THIS PARAGRAPH SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT 6.6 INSPECTION OF SERVICES: 6.6.1 The Contractor shall provide and maintain an inspection system acceptable to County covering the services under this Contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County during contract performance and for as long afterwards as the Contract requires. 6.6.2 County has the right to inspect and test all services called for by the Contract, to the extent practicable at all times and places during the term of the Contract. County shall perform inspections and tests in a manner that will not unduly delay the work. 6.6.3 If prior to completion of an Order any of the services required by that Order do not conform to Contract requirements, County may require the Contractor to perform the services again in conformity with Contract requirements, at no cost to the County. When the defects in services cannot be corrected by re-performance, County may: SERIAL 16154-RFP 6.6.3.1 Require the Contractor to take necessary action to ensure that future performance conforms to Contract requirements; and 6.6.3.2 Reduce the Contract price to reflect the reduced value of the services performed. 6.6.4 If the Contractor fails to promptly perform the services again as provided in Section 6.6.3 or to take the necessary action to ensure future performance in conformity with Contract requirements, County may: 6.6.4.1 By Contract or otherwise, perform the services and charge to the Contractor, through direct billing or through payment reduction, any cost incurred by County that is directly related to the performance of such service; or 6.6.4.2 Terminate the Contract for default. 6.7 REQUIREMENTS CONTRACT: 6.7.1 Contractors signify their understanding and agreement by signing a bid submittal, that the Contract resulting from the bid is a requirements contract. However, the Contract does not guarantee any minimum or maximum number of purchases will be made. It only indicates that if purchases are made for the materials or services contained in the Contract, they will be purchased from the Contractor awarded that item if the Contractor can meet all the delivery requirements of the County. Orders will only be placed when the County identifies a need and proper authorization and documentation have been approved. 6.7.2 County reserves the right to cancel Purchase Orders within a reasonable period of time after issuance. Should a Purchase Order be canceled, the County agrees to reimburse the Contractor for actual and documentable costs incurred by the Contractor in response to the Purchase Order. The County will not reimburse the Contractor for any costs incurred after receipt of County notice of cancellation, or for lost profits, shipment of product prior to issuance of Purchase Order, etc. 6.7.3 Contractors agree to accept verbal notification of cancellation of Purchase Orders from the County Procurement Officer with written notification to follow. By submitting a bid in response to this Invitation for Bids, the Contractor specifically acknowledges to be bound by this cancellation policy. 6.8 BACKGROUND CHECK: Contractors need to be aware that there may be multiple background checks (Sheriff’s Office, County Attorney's Office, Courts as well as Maricopa County general government) to determine if the respondents employees are acceptable for the contractor to do business with the County. This applies to (but is not limited to) the company and sub-contractors. Employees or others who fail to pass these checks shall not be allowed to work on County projects. Failure to meet these requirements may lead to termination of the contract. 6.9 SUSPENSION OF WORK The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time that the Procurement Officer determines appropriate for the convenience of the County. No adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Contractor. No request for adjustment under this clause shall be granted unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the contract. SERIAL 16154-RFP 6.10 STOP WORK ORDER The Procurement Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Procurement Officer shall either— 6.10.1 Cancel the stop-work order; or 6.10.2 Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the County, clause of this contract. 6.10.3 The Procurement Officer may make an equitable adjustment in the delivery schedule and/or contract price, or otherwise, and the contract shall be modified, in writing, accordingly, if the Contractor demonstrates that the stop work order resulted in an increase in costs to the Contractor. 6.11 UNCONDITIONAL TERMINATION FOR CONVENIENCE: Maricopa County may terminate the resultant Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor. 6.12 TERMINATION FOR DEFAULT: The County may, by written notice of default to the Contractor, terminate this contract in whole or in part if the Contractor fails to: 6.12.1 Deliver the supplies or to perform the services within the time specified in this contract or any extension; 6.12.2 Make progress, so as to endanger performance of this contract; or 6.12.3 Perform any of the other provisions of this contract. 6.12.4 The County’s right to terminate this contract under these subparagraph may be exercised if the Contractor does not cure such failure within 10 days (or more if authorized in writing by the County) after receipt of the notice from the Procurement Officer specifying the failure. 6.13 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST: Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without penalty or further obligation within three years after execution of the contract, if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County is at any time while the Contract or any extension of the Contract is in effect, an employee or agent of any other party to the Contract in any capacity or consultant to any other party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to A.R.S § 38-511 the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County from any other party to the contract arising as the result of the Contract. SERIAL 16154-RFP 6.14 CONTRACTOR LICENSE REQUIREMENT: 6.14.1 The Respondent shall procure all permits, insurance, licenses and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any required certification requirements, required by any and all governmental or non-governmental entities as mandated to maintain compliance with and in good standing for all permits and/or licenses. The Respondent shall keep fully informed of existing and future trade or industry requirements, Federal, State and Local laws, ordinances, and regulations which in any manner affect the fulfillment of a Contract and shall comply with the same. Contractor shall immediately notify both Office of Procurement Services and the using agency of any and all changes concerning permits, insurance or licenses. 6.14.2 Respondents furnishing finished products, materials or articles of merchandise that will require installation or attachment as part of the Contract, shall possess any licenses required. A Respondent is not relieved of its obligation to posses the required licenses by subcontracting of the labor portion of the Contract. Respondents are advised to contact the Arizona Registrar of Contractors, Chief of Licensing, at (602) 542-1525 to ascertain licensing requirements for a particular contract. Respondents shall identify which license(s), if any, the Registrar of Contractors requires for performance of the Contract. 6.15 SUBCONTRACTING: 6.15.1 The Contractor may not assign to another Contractor or Subcontract to another party for performance of the terms and conditions hereof without the written consent of the County. All correspondence authorizing subcontracting must reference the Bid Serial Number and identify the job project. The County hereby consents to Contractor’s subcontracting work to Authorized Service Providers under contract with Contractor. 6.15.2 The Subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates or the County has approved the increase. The Subcontractor’s invoice shall be invoiced directly to the Prime Contractor, who in turn shall pass-through the costs to the County, without mark-up. A copy of the Subcontractor’s invoice must accompany the Prime Contractor’s invoice. 6.16 AMENDMENTS: All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County. 6.17 ADDITIONS/DELETIONS OF SERVICE: 6.17.1 The County reserves the right to add and/or delete materials and services to a Contract. If a service requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of service reduced in accordance with the bid price. If additional materials or services are required from a Contract, prices for such additions will be negotiated between the Contractor and the County. 6.17.2 The County reserves the right of final approval on proposed staff for all Task Orders. Also, upon request by the County, the Contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless previously approved by the County. 6.18 VALIDITY: The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of the Contract. SERIAL 16154-RFP 6.19 SEVERABILITY: The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of this Contract. 6.20 RIGHTS IN DATA: The County shall have the use of data and reports resulting from a Contract without additional cost or other restriction except as may be established by law or applicable regulation. Each party shall supply to the other party, upon request, any available information that is relevant to a Contract and to the performance thereunder. 6.21 NON-DISCRIMINATION: CONTRACTOR agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Governor of the State of Arizona’s website http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1 which is hereby incorporated into this contract as if set forth in full herein. During the performance of this contract, CONTRACTOR shall not discriminate against any employee, client or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability or national origin. Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Arizona State Library Research website (http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1) which is hereby incorporated into this contract as if set forth in full herein. During the performance of this Contract, Contractor shall not discriminate against any employee, client or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability or national origin. 6.22 ISRAEL BOYCOTT: By signing this Contract, the Contractor certifies that they are in compliance with Article 9, Arizona Revised Statutes Section 35-393 et seq. 6.23 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION The undersigned (authorized official signing for the Contractor) certifies to the best of his or her knowledge and belief, that the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal Department or agency; have not within 3-year period preceding this Contract been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; are not presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and SERIAL 16154-RFP have not within a 3-year period preceding this Contract had one or more public transaction (Federal, State or local) terminated for cause of default. The Contractor agrees to include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract. 6.23.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the best of his or her knowledge and belief that the Contractor, its current officers and directors; 6.23.1.1 are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from being awarded any contract or grant by any United States Department or Agency or any state, or local jurisdiction; 6.23.1.2 have not within three (3) year period preceding this Contract; 6.23.1.2.1 been convicted of fraud or any criminal offense in connection with obtaining, attempting to obtain, or as the result of performing a government entity (Federal, State or local) transaction or contract; and 6.23.1.2.2 been convicted of violation of any Federal or State antitrust statues or conviction for embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property regarding a government entity transaction or contract; and 6.23.1.2.3 are not presently indicted or criminally charged by a government entity (Federal, State or local) with commission of any criminal offenses in connection with obtaining, attempting to obtain, or as the result of performing a government entity public (Federal, State or local) transaction or contract; and are not presently facing any civil charges from any governmental entity regarding obtaining, attempting to obtain, or from performing any governmental entity contract or other transaction; and have not within a three (3) year period preceding this Contract had any public transaction (Federal, State or local) terminated for cause or default. 6.23.1.3 If any of the above circumstances described in the paragraph are applicable to the entity submitting a bid for this requirement, include with your bid an explanation of the matter including any final resolution. 6.23.2 The Contractor shall include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract. 6.24 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41- 4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS: 6.24.1 By entering into the Contract, the Contractor warrants compliance with the Immigration and Nationality Act (INA using e-verify) and all other federal immigration laws and regulations related to the immigration status of its employees and A.R.S. §23-214(A). The contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the Procurement Officer upon request. These warranties shall remain in effect through the term of the Contract. The Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as amended from time to time, for all SERIAL 16154-RFP employees performing work under the Contract and verify employee compliance using the E-verify system and shall keep a record of the verification for the duration of the employee’s employment or at least three years, whichever is longer. I-9 forms are available for download at USCIS.GOV. 6.24.2 The County retains the legal right to inspect contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 6.24.1 of this Section. Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the contract and may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. 6.25 INFLUENCE As prescribed in MC1-1202 MC1-1203 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct may be grounds for Disbarment or Suspension under MC1-902. An attempt to influence includes, but is not limited to: 6.25.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type valuable contribution or subsidy, 6.25.2 That is offered or given with the intent to influence a decision, obtain a contract, garner favorable treatment, or gain favorable consideration of any kind. If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract. 6.26 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS. 6.26.1 The Parties agree that this Contract and employees working on this Contract will be subject to the whistleblower rights and remedies in the pilot program on contractor employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and section 3.908 of the Federal Acquisition Regulation; 6.26.2 Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by Contractor and copies provided to County upon request. 6.26.3 Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold ($150,000 as of September 2013). 6.27 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW: 6.27.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the Contractor agrees to retain all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract for six (6) years after SERIAL 16154-RFP final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is latest. The County, Federal or State auditors and any other persons duly authorized by the Department shall have full access to, and the right to examine, copy and make use of, any and all said materials. 6.27.2 If the Contractor’s books, records , accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract are not sufficient to support and document that requested services were provided, the Contractor shall reimburse Maricopa County for the services not so adequately supported and documented. 6.27.3 If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check or deduction from current billings Submitted by the Contractor by the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County. 6.28 AUDIT DISALLOWANCES: If at any time, County determines that a cost for which payment has been made is a disallowed cost, such as overpayment, County shall notify the Contractor in writing of the disallowance. County shall also state the means of correction, which may be but shall not be limited to adjustment of any future claim submitted by the Contractor by the amount of the disallowance, or to require repayment of the disallowed amount by the Contractor. 6.29 OFFSET FOR DAMAGES; In addition to all other remedies at Law or Equity, the County may offset from any money due to the Contractor any amounts Contractor owes to the County for damages resulting from breach or deficiencies in performance of the contract. 6.30 PUBLIC RECORDS: Under Arizona law, all Offers submitted and opened are public records and must be retained by the Records Manager at the Office of Procurement Services. Offers shall be open to public inspection and copying after Contract award and execution, except for such Offers or sections thereof determined to contain proprietary or confidential information. by the Office of Procurement Services. If an Offeror believes that information in its Offer or any resulting Contract should not be released in response to a public record request under Arizona law, the Offeror shall indicate the specific information deemed confidential or proprietary and submit a statement with its offer detailing the reasons that the information should not be disclosed. Such reasons shall include the specific harm or prejudice which may arise from disclosure. The Records Manager of the Office of Procurement Services shall determine whether the identified information is confidential pursuant to the Maricopa County Procurement Code. 6.31 PRICES: Contractor warrants that prices extended to County under this Contract are no higher than those paid by any other similar customer for these or similar services under similar terms. 6.32 INTEGRATION: This Contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, communications, understandings, representations, or agreements, whether oral or written, express or implied. SERIAL 16154-RFP 6.33 RELATIONSHIPS: In the performance of the services described herein, the Contractor shall act solely as an independent contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, co-employee, partnership, principal and agent, or joint venture between the County and the Contractor. 6.33.1 In the performance of the services described herein, the Contractor shall act solely as an independent contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, co- employee, partnership, principal and agent, or joint venture between the County and the Contractor. 6.33.2 The County reserves the right of final approval on proposed staff for all Task Orders. Also, upon request by the County, the Contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless previously approved by the County. 6.34 GOVERNING LAW: This Contract shall be governed by the laws of the state of Arizona. Venue for any actions or lawsuits involving this Contract will be in Maricopa County Superior Court or in the United States District Court for the District of Arizona, sitting in Phoenix, Arizona 6.35 ORDER OF PRECEDENCE: In the event of a conflict in the provisions of this Contract and Contractor’s license agreement, if applicable, the terms of this Contract shall prevail. 6.36 ORDERING AUTHORITY: Any request for purchase shall be accompanied by a valid purchase order, issued by Office of Procurement Services, a Purchase Order issued by the using Department or direction by a Certified Agency Procurement Aid (CAPA) with a Purchase Card for payment. 6.37 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION: 6.37.1 This Contract does not guarantee any minimum or maximum purchases will be made. Orders will only be placed under this Contract when the County identifies a need and proper authorization and documentation have been approved. 6.37.2 Contractors agree to accept verbal notification of cancellation of Purchase Orders from the County Procurement Officer with written notification to follow. Contractor specifically acknowledges to be bound by this cancellation policy. 6.38 PURCHASE ORDERS: County reserves the right to cancel Purchase Orders within a reasonable period of time after issuance. Should a Purchase Order be canceled, the County agrees to reimburse the Contractor for actual and documentable costs incurred by the Contractor in response to the Purchase Order. The County will not reimburse the Contractor for any costs incurred after receipt of County notice of cancellation, or for lost profits, shipment of product prior to issuance of Purchase Order, etc. 6.39 UNIFORM ADMINISTRATIVE REQUIREMENTS: By entering into this Contract, the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE SERIAL 16154-RFP REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. For purchases of $50,000 or greater under this agreement, the applicable participating entity must disclose to THD when it is receiving any federal funds related to that requested purchase prior to THD agreeing to that purchase. 6.40 CONFIDENTIAL INFORMATION: Any information obtained in the course of performing this Contract may include information that is proprietary or confidential to the County. This provision establishes the Contractor’s obligation regarding such information. The Contractor shall establish and maintain procedures and controls that are adequate to assure that no information contained in its records and/or obtained from the County or from others in carrying out its functions (services) under the Contract shall be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. The Contractor’s procedures and controls at a minimum must be the same procedures and controls it uses to protect its own proprietary or confidential information. If, at any time during the duration of the Contract, the County determines that the procedures and controls in place are not adequate, the Contractor shall institute any new and/or additional measures requested by the County within fifteen (15) calendar days of the written request to do so. Any requests to the Contractor for County proprietary or confidential information shall be referred to the County for review and approval, prior to any dissemination. 6.41 INCORPORATION OF DOCUMENTS: The following are to be attached to and made part of this Contract: 6.41.1 Exhibit A, Pricing; 6.41.2 Exhibit B, Scope of Work; 6.41.3 Exhibit C Facilities Management Requirements NOTICES: All notices given pursuant to the terms of this Contract shall be addressed to: For County: Maricopa County Office of Procurement Services ATTN: Contract Administration 320 West Lincoln Street 160 South 4th Avenue Phoenix, Arizona 85003-2494 For Contractor: Home Depot U.S.A., Inc. 2455 Paces Ferry Road PO BOX 193176, Atlanta, GA. 30339 Columbus, OH 43218 ATTN: Contract Administration SERIAL 16154-RFP SERIAL 16154-RFP EXHIBIT A PRICING SERIAL 16154-RFP NIGP CODE: 45041 RESPONDENT'S NAME: Home Depot U.S.A., Inc. COUNTY VENDOR NUMBER : W000001453 ADDRESS: 2455 Paces Ferry Road PO BOX 193176, Atlanta, GA 30339 Columbus OH 43218 P.O. ADDRESS: Each local The Home Depot stores TELEPHONE NUMBER: 866-589-0690 FACSIMILE NUMBER: 866-589-0691 WEB SITE: www.homedepot.com CONTACT (REPRESENTATIVE): Richard Nyberg REPRESENTATIVE'S E-MAIL ADDRESS: richard_nyberg@homedepot.com YES WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT [X] WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: [X] PAYMENT TERMS. [X] NET 30 DAYS (See Below) Note: Net 30 is for Home Depot Account transactions only. Payment is required at the time of each transaction. Note: Net 60 payment terms for Home Depot Accounts may be available upon review of a customer's account information. 1.0 PRICING: 1.1 Do you offer a Rebate in lieu of a discount Yes Details of your Rebate Program · At least $10,000 to $25,000 Annual Net Sales (Pretax) = 1% Rebate · At least $25,000 to $100,000 Annual Net Sales (Pretax) = 2% Rebate · Over $100,000 Annual Net Sales (Pretax) = 5% Rebate 1.2 Pro Rewards Paint Program Level Discount % Minimum Annual Spend on Paint Gold 20% $ 7,500 Silver 15% $ 4,000 Bronze 10% $ 2,000 1.3 Volume Pricing Program For any purchase over $1,500 more aggressive pricing may be available through the Volume Pricing Program. For any planned order over $1,500, call in the request for quote to the ProDesk of your local The Home Depot store and ask for it to be submitted for volume pricing consideration. SERIAL 16154-RFP EXHIBIT B STATEMENT OF WORK CONTRACT FOR MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PRODUCTS AND SERVICES (U.S. Communities) 1.0 INTENT: The Contractor shall have a strong national presence for a vast array of supplies and equipment necessary for maintenance and repair in residential, commercial and industrial environments for use by various public entities nationwide. Other governmental entities under agreement with the County may have access to services provided hereunder. The County reserves the right to award in whole or in part, by item or group of items, by section or geographic area, or make multiple awards, where such action serves the County’s best interest. The County reserves the right to add additional contractors, at the County’s sole discretion, in cases where the currently listed contractors are of an insufficient number or skill-set to satisfy the County’s needs or to ensure adequate competition on any project or task order work. 1.1 INTRODUCTION, BACKGROUND AND INTENT: MASTER AGREEMENT Maricopa County, AZ (herein “Lead Public Agency” on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America, and other government agencies and nonprofit organizations (herein “Participating Public Agencies”) is awarding a contract to a qualified supplier to enter into a Master Agreement for a complete line of Maintenance, Repair and Operating (MRO) Supplies and Industrial Supplies in a Retail and Wholesale environment; and Related Products and Services (herein “Products and Services”). 1.2 GENERAL DEFINITION OF PRODUCTS AND/OR SERVICES Contractors are to have the broadest possible selection of MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES AND RELATED PRODUCTS AND SERVICES they offer. The intent of this contract is to provide Participating Public Agencies with a comprehensive offering of products and services to meet their various needs. 1.2.1 Maintenance, Repair, Operating (MRO) Supplies and Related Services (Installation, Repair and Renovation) – A complete and comprehensive offering of wholesale and/or retail MRO supplies such as appliances, building materials, hardware, HVAC, kitchen and bath cabinets, janitorial supplies, landscaping equipment and supplies, motors, pumps, paints and coatings, plumbing, pool chemicals and supplies, hand-held general purpose tools, power tools, flooring, window coverings, and any other miscellaneous MRO supplies offered by Supplier. In addition, a complete range of services available through the Supplier such as, but not limited to, installation, renovation services, repair services, training services and any other related services offered by Supplier. 1.2.2 Related Products and Services (Including Installation, Repair and Renovation Services) – A complete range of related products and services offered by Supplier including, but not limited to, installation, repair and renovation services for replacements, upgrades, and remodeling in the residential, commercial and industrial environments relating to any of the following (non-inclusive): roofing, gutters, downspouts, HVAC, plumbing, electrical, exterior decks, patios and porches, exterior siding, windows and SERIAL 16154-RFP doors, interior and exterior painting, weatherization, ADA improvements, hose fabrication, hydraulic repairs, gearbox repairs, conveyor system repairs, vulcanizing, rubber fabrication, and any other types of residential, commercial and industrial environments. 2.0 SCOPE OF WORK: 2.1 MAINTENANCE, REPAIR, OPERATING SUPPLIES (MRO) AND RELATED SERVICES (INSTALLATION, REPAIR AND RENOVATION): Provide a complete and comprehensive offering of Retail MRO supplies such as appliances, building materials, hardware, HVAC, kitchen and bath cabinets, janitorial supplies, landscaping equipment and supplies, motors, pumps, paints and coatings, plumbing, pool chemicals and supplies, hand-held general purpose tools, power tools, flooring, window coverings, and any other miscellaneous MRO supplies offered by Supplier. In addition, a complete range of services available through the Supplier such as, but not limited to, installation, renovation services, repair services, training services and any other related services offered by Supplier. 2.2 RELATED PRODUCTS AND SERVICES (INSTALLATION, REPAIR AND RENOVATION SERVICES): 2.2.1 Any related products offered by Supplier. 2.2.2 Services may also include replacements, upgrades, remodeling; and product, turnkey and major category installations. 2.2.3 Services performed shall be non-structural in nature. 2.2.4 Products used in performing these services shall be procured under the awarded contract, at contract prices. 2.2.5 These services may be required in the residential and commercial environments and may be any of the following (non-inclusive): 2.2.5.1 Roofing, Gutters, Downspouts 2.2.5.2 HVAC 2.2.5.3 Plumbing 2.2.5.4 Electrical 2.2.5.5 Exterior decks, patios and porches 2.2.5.6 Exterior Siding 2.2.5.7 Windows, Doors 2.2.5.8 Interior/Exterior Painting 2.2.5.9 Weatherization – Storm Windows/Doors, Insulation, Weather Stripping 2.2.5.10 ADA Improvements 2.2.6 Services: 2.2.6.1 Providing and managing qualified contractors 2.2.6.2 Budget management in keeping projects on budget 2.2.6.3 Project management services in design, planning, organizing, scheduling and managing all stages of a project. 2.2.7 Service Providers (Labor): SERIAL 16154-RFP 2.2.7.1 Contractor shall serve as the single point of contact between Participating Public Agencies and Service Providers. 2.2.7.2 Contractor shall verify that all Service Providers are fully licensed for the type of work being performed in the respective state(s). 2.2.7.3 Contractor shall verify each Service Provider maintains at a minimum, the levels of insurance specified under in draft contract. 2.2.7.4 Contractor shall perform a background screen of all Service Providers consisting of (at a minimum): 2.2.7.4.1 National Employee Database 2.2.7.4.2 SSN Verification 2.2.7.4.3 National Criminal Database Check 2.2.7.4.4 Two County Search 2.2.7.4.5 Sex Offender Search 2.2.7.4.6 Annual Review (National Criminal Database) 2.2.7.4.7 Two (2) Year Complete Re-Screen and Renewal 2.2.7.4.8 Financial Background 2.2.7.5 All Service Provider employees shall wear a Service Provider’s issued picture identification badge at all times. 2.3 PRODUCT CATEGORIES: This Agreement is to establish a nationwide purchasing agreement for the acquisition of MRO and related products/services. The category descriptive examples below are not to be considered restrictive, but rather, provide a general, non-inclusive, description of the category. These are standard use in the residential, commercial, and industrial environments. . All products offered shall be new, unused and of the latest design and technology. The intent is for each Proposer to submit their complete product line so that Participating Public Agencies may order a wide array of product as appropriate for their needs. You may subcontract items your firm does not supply. 2.3.1 CATEGORY 1: APPLIANCES Large appliances: refrigerators, washers, dryers, dishwashing machines, stoves, cooktops, range hoods and ovens; TVs, DVR’s, small appliances: mixers, toasters, microwave ovens, food processors, disposals, trash compactors, and all ancillary supplies, tools, and components. 2.3.2 CATEGORY 2: BUILDING MATERIALS Lumber (dimensional and timber), millwork, roofing, siding, plywood, paneling, hardwood, trim, molding, fencing, decking, gates, brick, block, doors, windows, bagged goods (concrete, mortar, sand, or asphalt), drywall, rebar, acoustical tiles, rain gutters, garage door openers, insulation, and all ancillary supplies, tools, and components. 2.3.3 CATEGORY 3: HARDWARE Fasteners (nuts/bolts, screws, washers, rivets, nails), builders hardware (hinges, gate hardware, barrel bolts/hasps, corner braces, shelf brackets, closet hardware, springs), threaded rod/steel shapes, anchors, padlocks, lock sets, wheels, casters, ball bearings, rope, chain, metal stock, dry cell batteries, fire extinguishers, signs, cabinet hardware, mail boxes, safes, drop boxes, weatherization products, and all ancillary supplies, tools, and components. SERIAL 16154-RFP 2.3.4 CATEGORY 4: HEATING, VENTILATION, AND AIR CONDITIONING (HVAC) Equipment, package units, evaporative coolers, tools, parts, ducting, air filtration, thermostats, portable and fixed heaters, fans, and all ancillary supplies, tools, and components. 2.3.5 CATEGORY 5: KITCHEN AND BATH CABINETS Kitchen cabinets, bath vanities, countertops, medicine cabinets, mirrors, and all ancillary supplies, tools, and components. 2.3.6 CATEGORY 6: JANITORIAL SUPPLIES Cleaners, soaps, waxes, strippers, polishes, vacuums, brooms, mops, buckets, gloves, carts, paper goods, and all ancillary supplies, tools, and components. 2.3.7 CATEGORY 7: LANDSCAPING EQUIPMENT AND SUPPLIES Lawn and landscape equipment (gasoline and electric), shovels, rakes, axes, hoes, hoses, nozzles, insect control, herbicides, fertilizers, plants, trees, sprinkler/irrigation equipment and supplies and all ancillary supplies, tools, an components. 2.3.8 CATEGORY 8: MOTORS/PUMPS Fractional and full horse, starters, pulleys, belts, fans, motor controls, and all ancillary supplies, tools, and components. 2.3.9 CATEGORY 9: PAINTS AND COATINGS All types of paints and coatings, wall paper, caulking, spray equipment, aerosol paints, pressure washers, sand blasters, finishes, abrasives, epoxy, cleaners, drywall supplies, tarps, compounds, adhesives, accessories, and all ancillary supplies, tools, and components. 2.3.10 CATEGORY 10: PLUMBING Equipment, parts, piping and fittings, water heaters, furnaces, disposals, pneumatic piping, filters, commodes, sinks, bathtubs, showers, shower doors, faucets, water conditioning equipment, water dispensing equipment, salt, and all ancillary supplies, tools, and components. 2.3.11 CATEGORY 11: POOL SUPPLIES Pool chemicals, tools, timers, pump/motor units, vacuum equipment, patio furniture, parts, and all ancillary supplies, tools, and components. 2.3.12 CATEGORY 12: TOOLS, HAND-HELD GENERAL PURPOSE Hand-held (electric, battery, or pneumatic operated), including accessories, automotive type tools, welding equipment, testing and measuring tools, carts and hand trucks, work benches, tool cabinets, ladders, and all ancillary supplies and components. 2.3.13 CATEGORY 13: TOOLS, POWER TYPE Electric or gas operated, mobile or stationary, bench or floor mounted, including accessories, and all ancillary supplies and components. 2.3.14 CATEGORY 14: FLOORING AND WINDOW COVERINGS All flooring, including but not limited to, vinyl plank, VCT, vinyl tile, ceramic tile, hardwood, carpet tile, carpet and cove base; blinds, shades, screens, window glass, mirrors, parts, and all ancillary supplies, tools, and components. SERIAL 16154-RFP 2.3.15 CATEGORY 15: HOSPITALITY Guest room supplies and appliances, personal care amenities, telephones, bed and bath linens, housekeeping cleaning supplies, public restroom supplies, carts, banquet and conference room supplies, guest room and suite furniture, fixtures, and equipment, pool and patio equipment, and other hospitality supplies. 2.3.16 CATEGORY 16: WATER AND WASTE WATER TREATMENT Aeration, chart and data recorders, chemical feed, collection systems, flow metering, gauges, grounds maintenance, hose, hydrants, lab chemicals, equipment, and testing, location and leak detection, level and pressure, pipe, plugs, process analysis, pumps, sampling equipment, storm water, tanks, tools, valves, and water treatment. 2.3.17 CATEGORY 17: MISCELLANEOUS Including, but not limited to: shelving (metal or wood composite), safety and emergency equipment, first aid supplies, conditioning salt, scaffolding (purchased), packaging supplies, communication supplies, electrical supplies, lighting supplies, office products, and property management products. 2.3.18 CATEGORY 18: IN STORE SERVICES Including, but not limited to: glass cutting, pipe threading, planning services (flooring and cabinet), verbal technical advice, special orders, rental equipment, etc. 2.4 PRODUCT ORDERING: 2.4.1 Contractor’s limited product line (Wholesale or Retail) shall be available for internet ordering 24/7. 2.4.2 Products may be ordered by any of the following methods: 2.4.2.1 Retail Stores (Point of Sale) 2.4.2.2 Internet (Homedepot.com ) 2.4.2.3 Other eProcurement options 2.4.2.4 Will Call (Phone or FAX order) 2.5 PRODUCT PRICING: Retail: Products shall be sold at their retail price. An annual volume rebate will be paid to Participating Public Agencies (see Exhibit A). For any purchase over $1,500, more aggressive pricing may be available through the Volume Pricing Program. The discount offered through this program will depend on dollar value, quantity and type of material. In addition, the Pro Rewards Paint program offers Participating Public Agencies further discounts on their paint only purchases (see Exhibit A). 2.6 ON-LINE CATALOG DISCOUNT PRICING: Presently, the capability exists to access a limited on-line catalog reflecting contract pricing of products. 2.7 RELATED PRODUCTS AND SERVICES (INSTALLATION, REPAIR AND RENOVATION SERVICES) PRICING: 2.7.1 All Participating Public Agencies shall receive a detailed written quotation for all services to be performed, and product(s) to be provided. SERIAL 16154-RFP 2.7.2 All quotations shall be for a “not to exceed” amount. 2.7.3 As an audit tool, the Contractor(s) shall provide a copy of the most current R.S. Means Bare Cost Data (including any city cost index adjustment) pertaining to all written quotations. 2.7.4 Spending on services shall be included in the annual volume rebate (see Exhibit A). 2.8 SALES REPORTING: 2.8.1 Sales Dollars 2.8.2 Sales histories by manufacturer, item description, part number, quantity, NIGP codes 2.8.3 Procurement card (MasterCard or Visa brand) 2.9 BRAND NAMES: The County reserves the right to request samples to determine quality and acceptability of materials bid by Contractor. . Materials substantially equivalent to those designated shall qualify for consideration of an order. 2.10 DELIVERY, FREIGHT REQUIREMENTS: 2.10.1 All domestic ground shipments shall be FOB Destination, Freight Prepaid and Included. Any handling fees shall also be included in the pricing. 2.10.2 Any requests for local delivery of orders placed at local stores shall be subject to local delivery fees, if applicable. 2.10.3 Shipping and handling fees are allowable to destinations outside the continental U.S. 2.10.4 A packing list or other suitable shipping document shall accompany each shipment and shall include the following: 2.10.4.1 Contract Serial number 2.10.4.2 Contractor’s name and address 2.10.4.3 Participating Public Agency’s name and address 2.10.4.4 Participating Public Agency’s purchase order number 2.10.4.5 A description of product(s) shipped, including item number(s), quantity (is), number of containers and package number(s), as applicable 3.0 PROCUREMENT REQUIREMENTS: 3.1 SHIPPING TERMS: Bid price(s) and terms shall be F.O.B. Destination at ordering Agencies locations for those items requested to be delivered. Delivery charges may apply based on location. 3.2 OPERATING MANUALS (If required): Upon delivery, Contractor shall provide comprehensive operational manuals, service manuals and schematic diagrams, if required by the Using Agency. 3.3 INSTALLATION: (If required): The Contractor’s price shall include delivery and installation of all equipment in a complete operating condition. SERIAL 16154-RFP 3.4 ACCEPTANCE: (If required): Upon delivery and successful installation, the material(s) shall be deemed accepted and the warranty period shall begin. All documentation shall be completed prior to final acceptance. 3.5 CONTRACTOR EMPLOYEE MANAGEMENT: 3.5.1 Contractor shall endeavor to maintain the personnel proposed in their offer throughout the implementation of the Agreement. In the event that Contractor personnel’s employment status changes, Contractor shall provide County a list of replacement personnel. . Under no circumstances is it acceptable for the implementation schedule to be impacted by a personnel change on the part of the Contractor. 3.5.2 County reserves the right to immediately remove from its premises any Contractor personnel it determines is a risk to County operations. 3.5.3 County reserves the right to request the replacement of Contractor personnel at any time, for any reason. 3.6 WARRANTY: Home Depot SOW Information: All repair and renovation services performed by Home Depot carries a one (1) year workmanship warranty and all manufacturers’ product warranties shall be passed on to the end customer as further detailed in Contract section 6.5. Home Depot also offers a robust return policy on product purchases, whereas (most) returns within 90 days of purchase are accommodated with a valid sales receipt for exchange, refund, credited to an associated Home Depot 3.6.1 All items furnished under this Contract shall conform to the requirements of this Contract and shall be free from defects in design, materials and workmanship. 3.6.2 The warranty period for workmanship shall be for an initial period of twelve (12) months and commence upon acceptance by County. 3.6.2.1 The Contractor agrees that he will, at his own expense, provide all labor and parts required to remove, repair or replace, and reinstall any such defective workmanship and/or materials which becomes or is found to be defective during the term of this warranty. The Contractor shall guarantee the equipment to be supplied complies with all applicable regulations. 3.7 FACTORY AUTHORIZED SERVICE AVAILABILITY (if required): The Contractor shall have and maintain a local factory authorized service facility within the Phoenix, Arizona metropolitan area. The facility shall be capable of supplying and installing component parts, troubleshooting, repairing and maintaining the products. Minimum service hours shall be from 8:00 A.M. through 5:00 P.M., Arizona Time, Monday through Friday. 3.8 USAGE REPORT: The Contractor shall furnish the County a usage report upon re quest delineating the acquisition activity governed by the Contract. The format of the report shall be approved by the County and shall disclose the quantity and dollar value of each contract item by individual unit. SERIAL 16154-RFP 16154 EXHIBIT C FACILITIES MANAGEMENT REQUIREMENTS Maricopa County Facilities Management operation requirements. 1.0 HOURS OF SERVICE: 1.1 REGULAR HOURS are between 6:00 AM and 6:00 PM, Monday through Friday, excluding County holidays. 1.2 AFTER HOURS is after 6:00 PM and prior to 6:00 AM, Monday through Friday. 1.3 WEEKENDS are anytime Saturday or, Sunday. 1.4 HOLIDAYS are County Holidays (See County holiday schedule attachment). 1.5 Services shall be available 24 hours per day, 7 days per week, 365 days per year. 1.6 Contractor shall provide 24 hours per day, 7 days per week, 365 days per year telephone access, and strive to respond to a call for services within thirty (30) minutes of receipt. 2.0 RESPONSE TIMES: 2.1 During REGULAR HOURS, AFTER HOURS, WEEKEND or HOLIDAYs, Contractor shall strive to respond on-site within four (4) hours of receipt of a service request if a site visit is mutually determined to be required. 2.2 If the request is designated by the County as an EMERGENCY, the contractor shall strive to respond on-site within two (2) hours of receipt of a service request regardless of the time of day, WEEKEND or HOLIDAY if a site visit is mutually determined to be required. 3.0 TRIP CHARGE: Trip charges are permitted when time and material work is requested at the following sites only: 3.1 MCSO Lake Aid Stations (Apache, Bartlett, Blue Point, Canyon and Saguaro) 3.2 County offices located in Gila Bend, AZ 3.3 County offices located in Buckeye, AZ 3.4 County offices located in Aguila, AZ 3.5 Only one trip charge may be charged per service call. 3.6 If the contractor arrives onsite and is unable to locate a County representative familiar with the work or unable to gain access to the work site, the Contractor may only bill for a trip charge (maximum one time daily trip charge not to exceed $50.00). The Contractor is not authorized to incur nor will the County accepting billing for any labor charges. 4.0 CONTRACTOR REQUIREMENTS: 4.1 Contractor(s) shall supply all labor, supervision, materials, tools, equipment, and effort necessary to perform the Scope of Work presented. SERIAL 16154-RFP 4.2 The Contractor’s service truck fleet and/or warehouse shall carry sufficient supply of repair parts and equipment to perform services per Scope of Work presented. 4.3 The Contractor agrees to utilize only experienced, responsible and capable people in the performance of the work. 4.4 All employees of the Contractor shall wear a company uniform identified with the company name that may include one of the following: 4.4.1 Shirt/blouse 4.4.2 Vest 4.4.3 Cap 4.4.4 Badging that identifies the business they work for 4.5 No one except authorized employees of the Contractor is allowed on the premises of Maricopa County. Contractor’s employees are NOT to be accompanied in their work area by acquaintances, family members, assistants, or any other person unless said person is an authorized employee of the Contractor. 4.6 The Contractor shall perform the work in a way to minimize disruption to the normal operation of building occupants. Upon completion of work the Contractor shall clean and remove from the job site all debris, materials and equipment associated with the work performed. 4.7 Contractor shall adhere to all regulations, rules, ordinances, and standards set by Federal, State, County, and Municipal governments pertaining to safety on the job site. 5.0 BUILDING SECURITY (KEYS): 5.1 The Contractor may be provided keys to required County Facilities at the discretion of FMD. Keys may be acquired by: 5.2 The Contractor being provided permanent key(s), wherein the Contractor verifies receipt of and accepts responsibility for keys. The keys must be returned at the completion of the work or at the direction of FMD. Keys not returned may cause the County to re-key the ENTIRE building or locations that the set of keys opened with the cost being borne by the Contractor. 5.3 In lieu of or in addition to keys, the Contractor may be provided card access badges at the discretion of FMD. 5.4 The Contractor shall notify FMD within twenty-four (24) hours if any keys are lost, misplaced, stolen or otherwise not within the Contractor’s control. 6.0 Once the Purchase Order is complete, expired, or terminated the Contractor shall immediately return all badges and keys to FMD.SALVAGE: Salvage rights shall be evaluated on a project by project basis by the County and shall be determined prior to incorporation in the contractor’s bid price. Salvage rights automatically apply for all work if in the best interest to the County. Salvageable materials without pre-approved contractor salvage rights shall be securely stored and are not to be transported off the site without written permission from Maricopa County. If contractor is given salvage rights, salvageable materials shall be removed daily. No on site storage of contractor’s salvaged materials will be permitted. SERIAL 16154-RFP 7.0 INVOICES AND PAYMENTS: For transactions using a Home Depot Net 30 Account, Invoices are required to contain the following information and should be e-mailed to FMD-ACCOUNTSPAYABLE@MAIL.MARICOPA.GOV If invoices cannot be e-mailed, U.S. Mail is acceptable to Maricopa County Facilities Management, Accounts Payable, 401W. Jefferson, Phoenix, Arizona 85003 – or to the address that was used in establishing the associated Home Depot Account. 7.1 Company name, address and contact information 7.2 County bill-to name and contact/requestor information 7.3 Building Name and Building Number 7.4 County purchase order number 7.5 County contract number 7.6 Maximo (FMD) service call number 7.7 Invoice number and date 7.8 Date of service or delivery 7.9 Description of Purchase (services performed) 7.10 Labor breakdown: rate per hour x no. of hours by personnel type (time & materials) 7.11 Material breakdown: itemized parts list to contain unit price x quantity, indicating mark-ups as contracted (time & materials) 7.12 Arrival and completion time 7.13 Total Amount Due with tax amounts separated. Must also clearly indicate the tax rate being applied 7.14 Payment Terms For Time & Material work, Contractor(s) must provide, all equipment, expendable shop supplies (rags, cleaners, solvents, gasses, etc.), miscellaneous parts (screws, bolts nuts, small items etc.), tools, etc. necessary to perform all the required services. Contractor(s) are allowed a one-time Misc. Shop fee charge of up to $25.00 per work order to cover these type of expenses. Anything beyond the $25 limit, will be provided at the contractor’s own expense. 8.0 CONTRACTOR EMPLOYEE BACKGROUND CHECK: A background check is required for all Contractor employees providing services to the County. The cost of this service shall be incurred by the County. No Contractor employee may access County property without approval of FMD. SERIAL 16154-RFP 16154 EXHIBIT C FACILITIES MANAGEMENT REQUIREMENTS Maricopa County Facilities Management operation requirements. 1.0 HOURS OF SERVICE (any fluctuations to these hours will be handled in the Solicitation): 1.1 REGULAR HOURS are between the hours of 6:00 a.m. and 6:00 p.m., Monday through Friday, excluding County holidays. 1.2 AFTER HOURS are between the hours of 6:00 p.m. and prior to 6:00 a.m., Monday through Friday. 1.3 WEEKENDS are anytime on a Saturday or a Sunday. 1.4 HOLIDAYS are County holidays. 1.5 Services shall be available 24 hours per day, 7 days per week, 365 days per year. 1.6 The Facilities Management Parts Warehouse is open for deliveries between the hours of 7:00 a.m. to 3:00 p.m. weekdays except for County holidays. 2.0 BEGINNING OF WORK: 2.1 Contractor shall provide 24 hours per day, 7 days per week, 365 days per year telephone access, and use best efforts to respond to a call for services within thirty (30) minutes of receipt via phone or email. 2.2 During REGULAR HOURS, AFTER HOURS, WEEKEND or HOLIDAYs, Contractor shall strive to respond on-site to begin work within four (4) hours of receipt of a service request unless arranged for a later date/time with the County per the work order or notice to proceed. 2.3 The four (4) hour response time shall carryover to the next working day if called into Contractor’s office as a non-emergency call after 2:00 p.m. The Contractor will be required to begin work by 8:00 a.m. the following day, as mutually agreed to by the Parties. 2.4 Contractors shall strive to respond to EMERGENCY requests immediately and report on- site to begin work within two (2) hours service call request regardless of the time of day, WEEKEND or HOLIDAY. 3.0 TRIP CHARGE: One-time trip charges of $50.00, or other amount only if previously identified to the Maricopa County contact and agreed to by them (one per work order), are permitted when Time and Materials work is requested at the following sites ONLY: 3.1 MCSO Lake Aid Stations (Apache, Bartlett, Blue Point, Canyon and Saguaro) 3.2 County offices located in Gila Bend, AZ 3.3 County offices located in Buckeye, AZ 3.4 County offices located in Aguila, AZ SERIAL 16154-RFP 4.0 DEAD END CHARGE: If the Contractor is unable to locate a County representative familiar with the work or is unable to gain access to the work site, the Contractor shall call the County Boiler Room (602-506-3310). The Boiler Room technician will give Contractors further instruction at this time. If the Contractor is delayed or turned away, a $50.00 trip charge shall be authorized by the County. 5.0 CONTRACTOR REQUIREMENTS: 5.1 Contractor shall provide and maintain during the entire period of this contract, all labor, supervision, materials, effort, tools, and equipment sufficient in number, condition and capacity to efficiently perform the work and render the services required by this contract. Contractor shall provide evidence of his ability to furnish equipment and personnel. The Contractor’s service truck fleet and/or warehouse shall carry sufficient supply of repair parts and equipment to perform services per Scope of Work presented. 5.2 The Contractor shall perform the work in such a way as to minimize disruption to the normal operation of the County site and building occupants. Upon completion of work, the Contractor is responsible for cleaning and removing from the job site; all debris, materials, and equipment associated with the work performed and County property is restored to the same condition prior to start of the job. Such disturbances may include, but are not limited to: loose dirt, dislocated gravel; removed vegetation; footprints; old asphalt/concrete; etc. Documentation will be performed through an audit and feedback system of contract administration. If an inspection reveals that the Contractor failed to clean up after work has been performed, the County will notify the Contractor of the discrepancy and the Contractor will have twenty-four (24) hours to make the needed correction. Should the Contractor fail to correct noted issues, the County reserves the right to make other arrangements to have the area cleaned and the cost of such work shall be offset from any monies due the Contractor. 5.3 The Contractor shall perform all services in such a manner that does not damage County property. In the event damage occurs to Maricopa County property, or any adjacent property due to any services performed under this contract, the Contractor shall notify the County representative immediately of damages and replace or repair the same at no cost to the County. If damage caused by the Contractor has to be repaired or replaced by the County, and the cost of such work shall be deducted from the monies due the Contractor. 5.4 Contractor’s bidding on this solicitation may visit the sites to determine conditions that would affect prices and work performance. As some sites do have internal restrictions, a site visit may be scheduled if necessary. See GIS link for site directions: https://gisportal.maricopa.gov/FMD/Facility/Index.html. 5.5 Contractors must have a facility sufficient to support the work contemplated by this contract within fifty (50) miles of 401 W. Jefferson St., Phoenix AZ 85003. 5.6 The Contractor agrees to utilize only experienced, responsible, and capable people in the performance of the work. 5.7 All vehicles used by Contractor shall be clearly identified with the name of the company on each side of the equipment, including personnel transportation vehicles, or consistent with the Contractor’s business practices. The letters shall be of such size that they are distinguishable from a reasonable distance or consistent with the Contractor’s business practices. 5.8 All employees of the Contractor shall wear a company uniform identified with the company name that may include of one of the following: • Shirt/blouse SERIAL 16154-RFP • Vest • Cap 5.9 Only authorized employees of the Contractor are allowed on the premises of Maricopa County. Contractor’s employees are NOT to be accompanied in their work area by acquaintances, family members, assistants, or any other person unless said person is an authorized employee of the Contractor. 5.10 All work must comply with EPA, OSHA, and any State, County, or local regulations in effect at each service location. Contractor shall adhere to all regulations, rules, ordinances, and standards set by Federal, State, County, and Municipal governments pertaining to safety on the jobsite. If the Contractor is found not to be in compliance with Federal, State, County, and/or Municipal safety rules, ordinances, policy, procedure, or codes, the County may, in accordance with the “Suspension of Work” clause of the contract, suspend the work without cost to the County until such non-compliant issues are rectified to the satisfaction of the Using Agency. Continued non-compliance may result in termination. 6.0 BUILDING ACCESS: 6.1 The Contractor may be provided access to County Facilities at the discretion of Facilities Management. keys, badges, or access cards will be provided per the following guidelines: 6.2 Contractor employees may sign out a set of keys (all looped on a single key ring) upon arrival at site, and must turn-in key set after completion of duties unless they are issued a permanent key. 6.3 Permanent keys may be provided to Contractor employees on a case-by-case basis. Should an employee leave the Contractor’s work force, Contractor must immediately notify the County and keys, badges, and access cards must be returned to the County. 6.4 The Contractor shall notify the County within twenty-four (24) hours if any keys, badges, or access cards are lost, misplaced, stolen or otherwise not within the Contractor’s control. 6.5 Once this agreement is complete, expired, or terminated, the Contractor shall immediately return all keys, badges, or access cards to the County. 6.6 Failure to comply with these requirements may result in the Contractor being assessed the cost of replacing keys or access cards and any associated cost to ensure the security of County facilities including but not limited to, re-keying the ENTIRE building at the expense of the Contractor. 7.0 CANCELLATION COST: Any scheduled work cancelled without a minimum of 48 hours prior notice to the County will be rescheduled with the Contractor and is subject up-to a 25% reduction of the cost. 8.0 SALVAGE: Salvage and trade-in rights shall be evaluated on a project-by-project basis by the County and shall be determined prior to incorporation in the Contractor’s bid price. Salvageable materials without pre-approved Contractor salvage rights shall be securely stored and are not to be transported off the site without written permission from Maricopa County. If Contractor is given salvage rights, salvageable materials shall be removed daily. On-site storage of Contractor’s salvaged materials is not permitted. SERIAL 16154-RFP 9.0 DELIVERY: 9.1 Delivery shall be made to the County no later than 3:00 p.m. on the seventh (7th) calendar day after order is received. 9.2 Exceptions to delivery schedule will be special order items that must be identified to the County. 9.3 Maricopa County reserves the right to obtain material on the open market in the event vendors fail to make delivery and charge any price differential to the vendor. 9.4 Delivery will be made to the following address: FACILITIES MANAGEMENT DIVISION (FMD) WAREHOUSE 2401 S. 28th Dr. Phoenix, AZ 85009 Warehouse Manager: 602-506-1935 Warehouse Specialist: 602-506-1943 Receiving hours: 7:00 a.m. – 3:00 p.m. 10.0 FACILITIES MANAGEMENT INVOICES AND PAYMENTS: 10.1 Payment terms shall be calculated based on the date a properly completed invoice is received by the County. 10.2 For transactions using a Home Depot Net 30 Account, Contractors shall provide the County with invoices no later than fourteen (14) days after all services and delivery of goods are complete and accepted by the County rendered final. 10.3 Home Depot Account invoices should contain access to the following information: • Company name, address and contact information • County bill-to name and contact/requestor information • Building name and building number • County purchase order number • Contract or BidSync agreement number • Maximo (Facilities Management) work order number • Invoice number and date • Date of service or delivery (for Project work: use “Completion date”) • Description of services performed • Line item description of parts and materials (Time and Materials work) • Line item labor breakdown: arrival and completion time, rate per hour x no. of hours by personnel type (Time & Materials work) • Total amount due with tax amounts separated (Time and Materials work). *On a separate line, clearly indicate the tax rate being applied SERIAL 16154-RFP • Payment Terms as stated in the agreement 10.4 Questions regarding billing or invoicing shall be directed to the email address below. 10.5 Invoices shall be e-mailed to: FMD-ACCOUNTSPAYABLE@MAIL.MARICOPA.GOV 10.6 If invoices cannot be e-mailed, send by mail to: Maricopa County Facilities Management – Accounts Payable 401 W. Jefferson St. Phoenix, Arizona 85003 10.7 Payment shall be made to the Contractor by the Accounts Payable/Finance department through an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Contractor Registration Form located on the County Department of Finance Contractor Registration Web Site (http://www.maricopa.gov/922/Vendors). 10.8 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. SERIAL 16154-RFP HOME DEPOT U.S.A., INC., PO BOX 193176, COLUMBUS OH 43218 2455 PACES FERRY ROAD, ATLANTA, GA. 30339 PRICING SHEET: NIGP CODE 45041 Terms: NET 30 Vendor Number: VC0000005735 Certificates of Insurance Required Contract Period: To cover the period ending December 31, 2021 2026. 55 66 Solicitation 16154 -RFP MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PROD Bid Designation: Public Maricopa County Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 1 55 66 Bid 16154-RFP MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PROD Bid Number 16154 -RFP Bid Title MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PROD Bid Start Date Aug 4, 2016 7:27:21 AM MST Bid End Date Sep 22, 2016 2:00:00 PM MST Question & Answer End Date Aug 5, 2016 7:00:00 AM MST Bid Contact Steve Dahle Strategic Team Manager 602 -506 -3450 Sdahle@mail.maricopa.gov Pre -Bid Conference Sep 1, 2016 9:00:00 AM MST Attendance is mandatory Location: THERE WILL BE A MANDATORY PRE -PROPOSAL CONFERENCE ON SEPTEMBER 1, 2016 AT 9:00 AM ARIZONA TIME, AT THE MARICOPA COUNTY OFFICE OF PROCUREMENT SERVICES, 320 WEST LINCOLN STREET, PHOENIX, ARIZONA 85003. (DUE TO SPACE LIMITATIONS VENDORS LIMIT ATTENDANCE TO NO MORE THAN TWO (2) PEOPLE). Description Maricopa County, AZ (herein “Lead Public Agency ” on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America, and other government agencies and nonprofit organizations (herein “Participating Public Agencies ”) is soliciting proposals from qualified suppliers to enter into a Master Agreement for a complete line of Maintenance, Repair and Operating (MRO) Supplies and Industrial Supplies in a Retail and Wholesale environment; and Related Products and Services (herein “Products and Services ”). A complete and comprehensive offering of Industrial supplies such as bearings, linear technologies, power transmissions, motors, hydraulics, pneumatics, gearing, material handling, conveyor systems, industrial rubber, general maintenance supplies, fluid power and any additional related products and services. In addition, a complete range of services available through Supplier such as, but not limited to, installation, renovation services, repair services, training services and any other related services such as rubber fabrication, vulcanizing, hose fabrication, hydraulic system (design and build) that may offered by Supplier. Such services may be required for public pools, solid waste transfer sites, water treatment plants, waste water treatment sites, boiler plants, mass transit systems, road maintenance equipment, prisons and hospitals and public agencies. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 2 NOTICE OF SOLICITATION SERIAL 16154-RFP REQUEST FOR PROPOSAL FOR: MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PRODUCTS AND SERVICES (U.S. Communities) Notice is hereby given sealed proposals will be received by the Office of Procurement Services, 320 West Lincoln Street, Phoenix, Arizona 85003-2494, until 2:00 P.M. Arizona time on September 22, 2016 for the furnishing of the following goods and services for Maricopa County. Proposals will be opened by the Chief Procurement Officer (or designated representative) at an open, public meeting at the above time a nd place. All Proposals must be signed, sealed and addressed to the Office of Procurement Services, 320 West Lincoln Street, Phoenix, Arizona 85003-2494, and marked “SERIAL 16154- RFP REQUEST FOR PROPOSAL FOR MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PRODUCTS AND SERVICES (U.S. Communities) The Maricopa County Procurement Code (“The Code”) governs this procurement and is incorporated by this reference. Any protest concerning this Request for Proposal must be filed with the Procurement Officer in accordance with Section MC1-905 of the Code. ALL ADMINISTRATIVE INFORMATION CONCERNING THIS REQUEST FOR PROPOSAL CAN BE LOCATED AT http://www.maricopa.gov/procurement/ ANY ADDENDA TO THIS REQUEST FOR PROPOSAL WILL BE POSTED ON THE MARICOPA COUNTY OFFICE OF PROCUREMENT SERVICES WEB SITE UNDER THE SOLICITATION SERIAL NUMBER. PROPOSAL ENVELOPES WITH INSUFFICIENT POSTAGE WILL NOT BE ACCEPTED BY THE MARICOPA COUNTY OFFICE OF PROCUREMENT SERVICES DIRECT ALL INQUIRIES TO: STEVE DHLE PROCUREMENT OFFICER TELEPHONE: (602) 506-3450 EMAIL: SDAHLE@mail.maricopa.gov THERE WILL BE A MANDATORY PRE-PROPOSAL CONFERENCE ON SEPTEMBER 1, 2016 AT 9:00 AM ARIZONA TIME, AT THE MARICOPA COUNTY OFFICE OF PROCUREMENT SERVICES, 320 WEST LINCOLN STREET, PHOENIX, ARIZONA 85003 NOTE: MARICOPA COUNTY PUBLISHES ITS SOLICITATIONS ONLINE AND THEY ARE AVAILABLE FOR VIEWING AND/OR DOWNLOADING AT THE FOLLOWING INTERNET ADDRESS: http://www.maricopa.gov/procurement/solicitation.aspx Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 3 SERIAL 16154-RFP TABLE OF CONTENTS NOTICE TABLE OF CONTENTS SECTIONS: 1.0 INTENT 2.0 SCOPE OF WORK 3.0 PROCUREMENT REQUIREMENTS 4.0 TERMS AND CONDITIONS 5.0 INSTRUCTIONS ATTACHMENTS: ATTACHMENT A PRICING ATTACHMENT A-1 PRICING ANALYSIS WORKBOOK ATTACHMENT B AGREEMENT/SIGNATURE PAGE ATTACHMENT C REFERENCES - PRODUCTS ATTACHMENT C-1 REFERENCES – SERVICES ATTACHMENT D RETAIL STORES AND WAREHOUSE LOCATIONS ATTACHMENT E U.S. COMMUNITIES INFORMATION AND REQUIREMENTS SUPPLIER QUALIFICATIONS COMMITMENTS U.S. COMMUNITIES ADMINISTRATION AGREEMENT INSTRUCTIONS SUPPLIER WORKSHEET NEW SUPPLIER IMPLEMENTATION CHECKLIST SUPPLIER INFORMATION Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 4 SERIAL 16154-RFP III EXHIBITS: EXHIBIT 1 VENDOR REGISTRATION PROCEDURES EXHIBIT 2 LETTER OF TRANSMITTAL SAMPLE EXHIBIT 3 DRAFT CONTRACT EXHIBIT 4 INSURANCE CERTIFICATE EXAMPLE EXHIBIT 5 MARICOPA COUNTY FACILITIES MANAGEMENT REQUIREMENTS EXHIBIT 6 MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT EXHIBIT 7 U.S. COMMUNITIES ADMINISTRATION AGREEMENT EXHIBIT 8 STATE NOTICE ADDENDUM EXHIBIT 9 FEMA STANDARD TERMS AND CONDITIONS ADDENDUM FOR CONTRACTS AND GRANTS EXHIBIT 10 COMMUNITY DEVELOPMENT BLOCK GRANT ADDENDUM Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 5 SERIAL 16154-RFP REQUEST FOR PROPOSAL FOR MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PRODUCTS AND SERVICES (U.S. Communities) 1.0 INTRODUCTION, BACKGROUND AND INTENT: 1.1 MASTER AGREEMENT Maricopa County, AZ (herein “Lead Public Agency” on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America, and other government agencies and nonprofit organizations (herein “Participating Public Agencies”) is soliciting proposals from qualified suppliers to enter into a Master Agreement for a complete line of Maintenance, Repair and Operating (MRO) Supplies and Industrial Supplies in a Retail and Wholesale environment; and Related Products and Services (herein “Products and Services”). 1.2 OBJECTIVES A. Provide a comprehensive competitively solicited Master Agreement offering Products and Services to Participating Public Agencies; B. Establish the Master Agreement as a Supplier’s primary offering to Participating Public Agencies; C. Achieve cost savings for Suppliers and Participating Public Agencies through a single competitive solicitation process that eliminates the need for multiple bids or proposals; D. Combine the volumes of Participating Public Agencies to achieve cost effective pricing; E. Reduce the administrative and overhead costs of Suppliers and Participating Public Agencies through state of the art ordering and delivery systems; F. Provide Participating Public Agencies with environmentally responsible produc ts and services. 1.3 GENERAL DEFINITION OF PRODUCTS AND/OR SERVICES Respondents are to propose the broadest possible selection of MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES AND RELATED PRODUCTS AND SERVICES they offer. The intent of this solicitation is to provide Participating Public Agencies with a comprehensive offering of products and services to meet their various needs. Therefore, the Proposers should have demonstrated experience in providing the Products and Services as defined in this RFP, including but not limited to: 1.3.1 Maintenance, Repair, Operating (MRO) Supplies and Related Se rvices (Installation, Repair and Renovation) – A complete and comprehensive offering of wholesale and/or retail MRO supplies such as appliances, building materials, hardware, HVAC, kitchen and bath cabinets, janitorial supplies, landscaping equipment and supplies, motors, pumps, paints and coatings, plumbing, pool chemicals and supplies, hand-held general purpose tools, power tools, flooring, window coverings, and any other miscellaneous MRO supplies offered by Supplier. In addition, a complete range of services available through the Supplier such as, but not limited to, installation, renovation services, repair services, training services and any other related services offered by Supplier. 1.3.2 Industrial Supplies and Related Services (Installation, Repair, and Renovation) – A complete and comprehensive offering of Industrial supplies such as bearings, linear technologies, power transmissions, motors, hydraulics, pneumatics, gearing, material Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 6 SERIAL 16154-RFP handling, conveyor systems, industrial rubber, general maintenance supplies, fluid power and any additional related products and services. In addition, a complete range of services available through Supplier such as, but no t limited to, installation, renovation services, repair services, training services and any other related services such as rubber fabrication, vulcanizing, hose fabrication, hydraulic system (design and build) that may be offered by Supplier. Such service s may be required for public pools, solid waste transfer sites, water treatment plants, waste water treatment sites, boiler plants, mass transit systems, road mai ntenance equipment, prisons, hospitals and public agencies. 1.3.3 Related Products and Services (Including Installation, Repair and Renovation Services) – A complete range of related products and services offered by Supplier including, but not limited to, installation, repair and renovation services for replacements, upgrades, and remodeling in the residential, commercial and industrial environments relating to any of the following (non-inclusive): roofing, gutters, downspouts, HVAC, plumbing, electrical, exterior decks, patios and porches, exterior siding, windows and doors, interior and exterior painting, weatherization, ADA improvements, hose fabrication, hydraulic repairs, gearbox repairs, conveyor system repairs, vulcanizing, rubber fabrication, and any other types of residential, commercial and industrial environments. 1.4 U.S. COMMUNITIES U.S. Communities Government Purchasing Alliance (herein “U.S. Communities”) assists Participating Public Agencies to reduce the cost of purchased goods through strategic sourcing that combines the volumes and the purchasing power of public agencies nationwide. This is accomplished through an award of competitively solicited contracts for high quality products and services by large and well recognized public agencies (herein “Lead Public Agencies”). The contracts provide for use by not only the respective Lead Public Agency, but also by other Participating Public Agencies. 1.4.1 National Sponsors U.S. Communities is jointly sponsored by the National Association of Counties (NACo), the National League of Cities (NLC), the Association of School Business Officials International (ASBO), the United States Conference of Mayors (USCM) and the National Governors Association (NGA) (herein “National Sponsors”). 1.4.2 Advisory Board The U.S. Communities Advisory Board is made up of key government purchasing officials from across the United States. Each Advisory Board Member is expected to actively participate in product bids and selection, participate in policy direction, and share expertise and purchasing innovations. Current U.S. Communities Advisory Board Members Auburn University, AL Harford County Public Schools, MD City and County of Denver, CO Hennepin County, MN City of Chicago, IL Los Angeles County, CA City of El Paso, TX Maricopa County, AZ City of Houston, TX Miami-Dade County, FL City of Kansas City, MO Nassau BOCES, NY City of Los Angeles, CA North Carolina State University, NC City of Seattle, WA City of Ocean City, NJ Cobb County, GA Onondaga County, NY Denver Public Schools, CO Port of Portland, OR Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 7 SERIAL 16154-RFP Emory University, GA Prince William County Schools, VA Fairfax County, VA San Diego Unified School District, CA Fresno Unified School District, CA State of Iowa 1.4.3 Participating Public Agencies Today more than 55,000 public agencies utilize U.S. Communities contracts and suppliers to procure over $2.0 Billion Dollars in products and services annually. Each month more than 500 new public agencies register to participate. The continuing rapid growth of public agency participation is fueled by the program's proven track record of providing public agencies unparalleled value. The Supplier(s) must communicate directly with any Participating Public Agency concerning the placement of orders, issuance of the purchase order, contractual disputes, invoicing, and payment. Maricopa County is acting as "Contracting Agent" for the Participating Public Agencies and shall not be held liable for any costs, damages, expenses, fees, liabilities, etc. incurred by any other Participating Public Agency. Each Participating Public Agency enters into a Master Intergovernmental Cooperative Purchasing Agreement (MICPA) outlining the terms and conditions that allow access to the Lead Public Agencies’ Master Agreements. Under the terms of the MICPA, the procurement by the Participating Public Agency shall be construed to be in accordance with, and governed by, the laws of the state in which the Participating Public Agency resides. A copy of the MICPA is attached as Exhibit 6. 1.4.4 Estimated Volume The estimated dollar volume of Products and Services purchased under the proposed Master Agreement is $500 Million Dollars annually. This estimate is based on the anticipated volume of the Lead Public Agency, the U.S. Communities Advisory Board members, and current sales within the U.S. Communities program. While there is no minimum quantity of products required to be purchased under the proposed Master Agreement, Maricopa County and the U.S. Communities Advisory Board Members are committed to utilizing the Master Agreement. The Advisory Board members shall determine if the Master Agreement is of value to their agency, and will promote the Master Agreement among other public agencies nationwide and internationally. The Advisory Board in 2015 purchased more than $160 Million D ollars of products and services from existing U.S. Communities contracts. 1.4.5 Marketing Support U. S. Communities provides marketing support for each Supplier’s products through the following: National Sponsors as referenced above. State Associations of Counties, Schools and Municipal Leagues. Administrative and marketing personnel that directly promote the U.S. Communities Suppliers to Participating Public Agencies through public agency meetings, direct mail, email, online and print advertising, social media, articles, and exhibiting and presenting at national and local trade shows. U.S. Communities provides Suppliers government sales training, and a host of online marketing and sales management tools to effectively increase sales through U.S. Communities. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 8 SERIAL 16154-RFP 1.4.6 Marketplace U.S. Communities has developed an online Marketplace, which gives Participating Public Agencies the ability to purchase from many U.S. Communities contracts directly from our website. The Marketplace makes it easier for Participating Public Agencies to access many contracts through a single login and place orders using a procurement card, credit card or purchase order. Suppliers have the ability to add their products to the Marketplace at no cost. 1.4.7 Evaluation of Proposals Proposals will be evaluated by the Lead Public Agency in accordance with, and subject to, the relevant statutes, ordinances, rules and regulations that govern its procurement practices. U.S. Communities Advisory Board members and other Participating Public Agencies will assist the Lead Public Agency in evaluating proposals. The Supplier(s) that respond(s) affirmatively meets the requirements of this Request for Proposal and provides the best overall value will be eligible for a contract award. U.S. Communities res erves the right to make available or not make available Master Agreements awarded by a Lead Public Agency to Participating Public Agencies. 1.5 INTENT: The Respondent(s) shall have a strong national presence for a vast array of supplies and equipment necessary for maintenance and repair in residential, commercial and industrial environments for use by various public entities nationwide. Responses shall be for MRO and Related Products and Services or Industrial and Related Products and Services. Suppliers are not required to respond to both categories. Responses for only the Related Products and Services shall be deemed non-responsive. Other governmental entities under agreement with the County may have access to services provided hereunder. The County reserves the right to award in whole or in part, by item or group of items, by section or geographic area, or make multiple awards, where such action serves the County’s best interest. The County reserves the right to add additional contractors, at the County’s sole discretion, in cases where the currently listed contractors are of an insufficient number or skill -set to satisfy the County’s needs or to ensure adequate competition on any project or task order work. 2.0 SCOPE OF WORK: 2.1 MAINTENANCE, REPAIR, OPERATING SUPPLIES (MRO) AND RELATED SERVICES (INSTALLATION, REPAIR AND RENOVATION): A complete and comprehensive offering of Wholesale and/or Retail MRO supplies such as appliances, building materials, hardware, HVAC, kitchen and bath cabinets, janitorial suppl ies, landscaping equipment and supplies, motors, pumps, paints and coatings, plumbing, pool chemicals and supplies, hand-held general purpose tools, power tools, flooring, window coverings, and any other miscellaneous MRO supplies offered by Supplier. In addition, a complete range of services available through the Supplier such as, but not limited to, installation, renovation services, repair services, training services and any other related services offered by Supplier. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 9 SERIAL 16154-RFP 2.2 INDUSTRIAL SUPPLIES AND RELATED SERVICES (INSTALLATION, REPAIR, AND RENOVATION): A complete and comprehensive offering of Industrial supplies such as bearings, linear technologies, power transmissions, motors, hydraulics, pneumatics, gearing, material handling, conveyor systems, industrial rubber, general maintenance supplies, fluid power and any additional related products and services. In addition, a complete range of services available through Supplier such as, but not limited to, installation, renovation services, repair services, training services and any other related services such as rubber fabrication, vulcanizing, hose fabrication, hydraulic system (design and build) that may offered by Supplier. Such services may be required for public pools, solid waste transfer sites, water treatment plants, waste water treatment sites, boiler plants, mass transit systems, road maintenance equipment, prisons and hospitals and public agencies. 2.3 RELATED PRODUCTS AND SERVICES (INSTALLATION, REPAIR AND RENOVATION SERVICES): 2.3.1 Any related products offered by Supplier. 2.3.2 Services may also include replacements, upgrades, remodeling; and product, turnkey and major category installations. 2.3.3 Services performed shall be non-structural in nature. 2.3.4 Products used in performing these services shall be procured u nder the awarded contract, at contract prices. 2.3.5 These services may be required in the residential and commercial environments and may be any of the following (non-inclusive): 2.3.5.1 Roofing, Gutters, Downspouts 2.3.5.2 HVAC 2.3.5.3 Plumbing 2.3.5.4 Electrical 2.3.5.5 Exterior decks, patios and porches 2.3.5.6 Exterior Siding 2.3.5.7 Windows, Doors 2.3.5.8 Interior/Exterior Painting 2.3.5.9 Weatherization – Storm Windows/Doors, Insulation, Weather Stripping 2.3.5.10 ADA Improvements 2.3.6 These services may be required in the industrial environment and may be any of the following (non-inclusive): 2.3.6.1 Hose Fabrication 2.3.6.2 Hydraulic Repairs 2.3.6.3 Gearbox Repairs 2.3.6.4 Conveyor System Repairs 2.3.6.5 Vulcanizing 2.3.6.6 Rubber Fabrication 2.3.7 Services: 2.3.7.1 As part of your Proposal response, detail your firm’s program in offering services including: 2.3.7.2 Providing and managing qualified contractors Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 10 SERIAL 16154-RFP 2.3.7.3 Budget management in keeping projects on budget 2.3.7.4 Project management services in design, planning, organizing, scheduling and managing all stages of a project. 2.3.8 Service Providers (Labor): 2.3.8.1 Contractor shall serve as the single point of contact between Participating Public Agencies and Service Providers. 2.3.8.2 Contractor shall verify that all Service Providers are fully licensed for the type of work being performed in the respective state(s). 2.3.8.3 Contractor shall verify each Service Provider maintains at a minimum, the levels of insurance specified under in draft contract. 2.3.8.4 Contractor shall perform a background screen of all Service Providers consisting of (at a minimum): 2.3.8.4.1 National Employee Database 2.3.8.4.2 SSN Verification 2.3.8.4.3 National Criminal Database Check 2.3.8.4.4 Two County Search 2.3.8.4.5 Sex Offender Search 2.3.8.4.6 Annual Review (National Criminal Database) 2.3.8.4.7 Two (2) Year Complete Re-Screen and Renewal 2.3.8.4.8 Financial Background 2.3.8.5 All Service Provider employees shall wear a Service Provider’s issued picture identification badge at all times. 2.4 PRODUCT CATEGORIES: This Solicitation is to establish a nationwide purchasing agreement for the acquisition of the following products. The category descriptive examples below are not to be considered restrictive, but rather, provide a general, non-inclusive, description of the category. These are standard use in the residential, commercial, and industrial environments. Your firm may not have the ability to provide all categories. All products offered shall be new, unused and of the latest design and technology. The intent is for each Proposer to submit their complete product line so that Participating Public Agencies may order a wide array of product as appropriate for their needs. You may subcontract items your firm does not supply. 2.4.1 CATEGORY 1: APPLIANCES Large appliances: refrigerators, washers, dryers, dishwashing machines, stoves, cooktops, range hoods and ovens; TVs, DVR’s, small appliances: mixers, toasters, microwave ovens, food processors, disposals, trash compactors, and all ancillary supplies, tools, and components. 2.4.2 CATEGORY 2: BUILDING MATERIALS Lumber (dimensional and timber), millwork, roofing, siding, plywood, paneling, hardwood, trim, molding, fencing, decking, gates, brick, block, doors, windows, bagged goods (concrete, mortar, sand, or asphalt), drywall, rebar, acoustical tiles, rain gutters, garage door openers, insulation, and all ancillary supplies, tools, and components. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 11 SERIAL 16154-RFP 2.4.3 CATEGORY 3: HARDWARE Fasteners (nuts/bolts, screws, washers, rivets, nails), builders hardware (hinges, gate hardware, barrel bolts/hasps, corner braces, shelf brackets, closet hardware, springs), threaded rod/steel shapes, anchors, padlocks, lock sets, wheels, casters, ball bearings, rope, chain, metal stock, dry cell batteries, fire extinguishers, signs, cabinet hardware, mail boxes, safes, drop boxes, weatherization products, and all ancillary supplies, tools, and components. 2.4.4 CATEGORY 4: HEATING, VENTILATION, AND AIR CONDITIONING (HVAC) Equipment, package units, evaporative coolers, tools, parts, ducting, air filtration, thermostats, portable and fixed heaters, fans, and all ancillary supplies, tools, and components. 2.4.5 CATEGORY 5: KITCHEN AND BATH CABINETS Kitchen cabinets, bath vanities, countertops, medicine cabinets, mirrors, and all ancillary supplies, tools, and components. 2.4.6 CATEGORY 6: JANITORIAL SUPPLIES Cleaners, soaps, waxes, strippers, polishes, vacuums, brooms, mops, buckets, gloves, carts, paper goods, and all ancillary supplies, tools, and components. 2.4.7 CATEGORY 7: LANDSCAPING EQUIPMENT AND SUPPLIES Lawn and landscape equipment (gasoline and electric), shovels, rakes, axes, hoes, hoses, nozzles, insect control, herbicides, fertilizers, plants, trees, sprinkler/irrigation equipment and supplies and all ancillary supplies, tools, an components. 2.4.8 CATEGORY 8: MOTORS/PUMPS Fractional and full horse, starters, pulleys, belts, fans, motor controls, and all ancillary supplies, tools, and components. 2.4.9 CATEGORY 9: PAINTS AND COATINGS All types of paints and coatings, wall paper, caulking, spray equipment, aerosol paints, pressure washers, sand blasters, finishes, abrasives, epoxy, cleaners, drywall supplies, tarps, compounds, adhesives, accessories, and all ancillary supplies, tools, and components. 2.4.10 CATEGORY 10: PLUMBING Equipment, parts, piping and fittings, water heaters, furnaces, disposals, pneumatic piping, filters, commodes, sinks, bathtubs, showers, shower doors, faucets, water conditioning equipment, water dispensing equipment, salt, and all ancillary supplies, tools, and components. 2.4.11 CATEGORY 11: POOL SUPPLIES Pool chemicals, tools, timers, pump/motor units, vacuum equipment, patio furniture, parts, and all ancillary supplies, tools, and components. 2.4.12 CATEGORY 12: TOOLS, HAND-HELD GENERAL PURPOSE Hand-held (electric, battery, or pneumatic operated), including accessories, automotive type tools, welding equipment, testing and measuring tools, carts and hand trucks, work benches, tool cabinets, ladders, and all ancillary supplies and components. 2.4.13 CATEGORY 13: TOOLS, POWER TYPE Electric or gas operated, mobile or stationary, bench or floor mounted, including accessories, and all ancillary supplies and components. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 12 SERIAL 16154-RFP 2.4.14 CATEGORY 14: FLOORING AND WINDOW COVERINGS All flooring, including but not limited to, vinyl plank, VCT, vinyl tile, ceramic tile, hardwood, carpet tile, carpet and cove base; blinds, shades, screens, window glass, mirrors, parts, and all ancillary supplies, tools, and components. 2.4.15 CATEGORY 15: HOSPITALITY Guest room supplies and appliances, personal care amenities, telephones, bed and bath linens, housekeeping cleaning supplies, public restroom supplies, carts, banquet and conference room supplies, guest room and suite furniture, fixtures, and equipment, pool and patio equipment, and other hospitality supplies. 2.4.16 CATEGORY 16: WATER AND WASTE WATER TREATMENT Aeration, chart and data recorders, chemical feed, collection systems, flow metering, gauges, grounds maintenance, hose, hydrants, lab chemicals, equipment, and testing, location and leak detection, level and pressure, pipe, plugs, process analysis, pumps, sampling equipment, storm water, tanks, tools, valves, and water treatment. 2.4.17 CATEGORY 17: MISCELLANEOUS Including, but not limited to: shelving (metal or wood composite), safety and emergency equipment, first aid supplies, conditioning salt, scaffolding (purchased), packaging supplies, communication supplies, electrical supplies, lighting supplies, office products, and property management products. 2.4.18 CATEGORY 18: IN STORE SERVICES Including, but not limited to: glass cutting, pipe threading, planning services (flooring and cabinet), verbal technical advice, special orders, rental equipment, etc. 2.4.19 CATEGORY 19: INDUSTRIAL PRODUCTS/SERVICES Bearings, motors, fluid sealing, gearing, power transmissions, pumps, hose fabrication, hydraulic repair, gearbox repair, r ubber services, conveyor systems, and other industrial products and services. 2.5 PRODUCT ORDERING: 2.5.1 Contractors complete product line (Wholesale or Retail) shall be available for internet ordering 24/7. 2.5.2 Products may be ordered by any of the following methods: Internet Will Call (Phone or FAX order) POS (Point-of-sale) 2.6 PRODUCT PRICING: 2.6.1 Retail: Pricing shall be a fixed percentage (%) off marked price at the POS; not a percent off list. The County will consider other retail pricing options (ex. Rebate on gross sales). Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 13 SERIAL 16154-RFP 2.6.2 Wholesale: Pricing shall be a fixed percentage (%) off catalog p ricing by Product Category (Section 2.4 above). The County will consider other retail pricing options (ex. Rebate on gross sales). 2.7 REBATE ON SALES: If this pricing option is offered, describe your firm’s ability to provide this service. 2.8 ON-LINE CATALOG DISCOUNT PRICING: Presently, the capability exists to access an on-line catalog reflecting contract pricing of all products. Describe your firm’s ability to provide this service. 2.9 RELATED PRODUCTS AND SERVICES (INSTALLATION, REPAIR AND RENOVATION SERVICES) PRICING: 2.9.1 All Participating Public Agencies shall receive a detailed written quotation for all services to be performed, and product(s) to be provided. 2.9.2 All quotations shall be for a “not to exceed” amount. 2.9.3 As an audit tool, the Contractor(s) shall provide a copy of the most current R.S. Means Bare Cost Data (including any city cost index adjustment) pertaining to all written quotations. 2.10 SUPPLIER MANAGED INVENTORY (CONSIGNMENT): Describe your firm’s ability to provide this service. 2.11 SALES REPORTING: Describe your firm’s ability to provide detailed management reporting by Participating Public Agency. Identify the level(s) (Agency, Division, Department, Individual) of repo rting detail available in the following categories: 2.11.1 Sales Dollars 2.11.2 Sales histories by manufacturer, item description, part number, quantity, NIGP codes 2.11.3 Procurement card (MasterCard or Visa brand) 2.12 BRAND NAMES: The County reserves the right to request samples to determine quality and acceptability of materials bid by Contractor. In some cases, brand names have been listed in order to define the desired quality and are not intended to be restrictive or to limit competition. Materials substantially equivalent to those designated shall qualify for consideration. 2.13 TAX: (SERVICES) No tax shall be levied against labor. It is the responsibility of the Contractor to determine any and all taxes and include the same in proposal price. 2.14 TAX: (COMMODITIES) Tax shall not be levied against commodities. Sales/use tax will be determined by County. Tax will not be used in determining low price. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 14 SERIAL 16154-RFP 2.15 DELIVERY, FREIGHT REQUIREMENTS: 2.15.1 All domestic ground shipments shall be FOB Destination, Freight Prepaid and Included. Any handling fees shall also be included in the pricing. 2.15.2 Should a Participating Public Agency determine that rush shipping or other alternate shipping is required, it shall notify the Contractor. The Contractor shall determine any additional costs associated with such delivery terms and communicate that cost to the Participating Public Agency. 2.15.3 The Proposer shall retain control for carrier selection and payment of freight charges of all goods until received by the requesting Participating Public Agency and the contract coverage completed. The Proposer shall also file all claims for visible or concealed damage. The Participating Public Agency will notify the Proposer of any damaged goods and shall assist the Proposer in arranging for inspection of the goods. 2.15.4 Any requests for local delivery of orders placed at local stores shall be subject to local delivery fees, if applicable. 2.15.5 Shipping and handling fees are allowable to destinations outside the continental U.S. 2.15.6 A packing list or other suitable shipping document shall accompany each shipment and shall include the following: 2.15.6.1 Contract Serial number 2.15.6.2 Contractor’s name and address 2.15.6.3 Participating Public Agency’s name and address 2.15.6.4 Participating Public Agency’s purchase order number 2.15.6.5 A description of product(s) shipped, including item number(s), quantity (ies), number of containers and package number(s), as applicable 3.0 PROCUREMENT REQUIREMENTS: 3.1 SHIPPING TERMS: Bid price(s) and terms shall be F.O.B. Destination at Phoenix, Arizona 85003 . 3.2 OPERATING MANUALS (If required): Upon delivery, Contractor shall provide comprehensive operational manuals, service manuals and schematic diagrams, if required by the Using Agency. 3.3 INSTALLATION: (If required): The Contractor’s price shall include delivery and installation of all equipment in a complete operating condition. 3.4 ACCEPTANCE: (If required): Upon delivery and successful installation, the material(s) shall be deemed accepted and the warranty period shall begin. All documentation shall be completed prior to final acceptance. 3.5 CONTRACTOR EMPLOYEE MANAGEMENT: 3.5.1 Contractor shall endeavor to maintain the personnel proposed in their offer throughout the implementation of the Solution. In the event that Contractor personnel’s employment status changes, Contractor shall provide Count y a list of proposed candidates with equivalent experience with the Solution. County reserves the right to assist in the selection of the replacement candidate. Under no circumstances is it acceptable for the Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 15 SERIAL 16154-RFP implementation schedule to be impacted by a personnel change on the part of the Contractor. 3.5.2 Contractor shall not reassign any provided personnel without the express consent of the County. 3.5.3 County reserves the right to immediately remove from its premises any Contractor personnel it determines is a risk to County operations. 3.5.4 County reserves the right to request the replacement of Contractor personnel at any time, for any reason. 3.6 TRAINING: The Contractor shall provide a minimum of TBD (hours or days) to completely train County personnel in the use and care of the equipment. All training is to take place on-site at Maricopa County. 3.7 WARRANTY: 3.7.1 All items furnished under this Contract shall conform to the requirements of this Contract and shall be free from defects in design, materials and workmanship. 3.7.2 The warranty period for workmanship and materials shall be for an initial period of twelve (12) months and commence upon acceptance by County. 3.7.2.1 The Contractor shall indicate on the Price Sheet the duration of the warranty and any applicable limitations or conditions which may apply. 3.7.2.2 The Contractor agrees that he will, at his own expense, provide all labor and parts required to remove, repair or replace, and reinstall any such defective workmanship and/or materials which becomes or is found to be defective during the term of this warranty. The Contractor shall guarantee the equipment to be supplied complies with all applicable regulations. 3.8 MAINTENANCE: (If required): The Contractor shall provide for maintenance under this Contract upon acceptance of mat erials by the Using Agency. 3.9 FACTORY AUTHORIZED SERVICE AVAILABILITY (if required): The Contractor shall have and maintain a local factory authorized service facility within the Phoenix, Arizona metropolitan area. The facility shall be capable of supplyi ng and installing component parts, troubleshooting, repairing and maintaining the material(s). Minimum service hours shall be from 8:00 A.M. through 5:00 P.M., Arizona Time, Monday through Friday. 3.10 USAGE REPORT: The Contractor shall furnish the County a usage report upon re quest delineating the acquisition activity governed by the Contract. The format of the report shall be approved by the County and shall disclose the quantity and dollar value of each contract item by individual unit. 3.11 BACKGROUND CHECK: Bidders/proposers need to aware that there may be multiple background checks (Sheriff’s Office, County Attorney's Office, Courts as well as Maricopa County general government) to determine if the respondent is acceptable to do business with the County. This applies to (but is not limited to) Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 16 SERIAL 16154-RFP the company, sub-contractors and employees and the failure to pass these checks shall deem the respondent non-responsible. 3.12 INVOICES AND PAYMENTS: 3.12.1 Invoices are required to contain the following information: Company name, address and contact County bill-to name and contact information Building Name and Building Number Contract Serial Number or County purchase order number Maximo (FMD) service call number Invoice number and date Date of service or delivery Description of Purchase (services performed) Pricing per unit of purchase Extended price Arrival and completion time Total Amount Due 3.12.2 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County (ROI ). 3.12.3 Problems regarding billing or invoicing shall be directed to the using agency as listed on the Purchase Order. 3.12.4 Payment shall be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electron ic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site (http://www.maricopa.gov/Finance/Vendors.aspx). 3.12.5 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.13 APPLICABLE TAXES: 3.13.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property pe rformed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor’s invoices. 3.13.2 State and Local Transaction Privilege Taxes: Maricopa County is subject to all applicable state and local transaction privilege taxes. To the extent any state and local transaction privilege taxes apply to sales made under the terms of this contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority. 3.13.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 17 SERIAL 16154-RFP 3.14 TAX: (SERVICES) No tax shall be levied against labor. It is the responsibility of the Contractor to determine any and all taxes and include the same in proposal price. 3.15 TAX (COMMODITIES): Tax shall not be levied against labor. Sales/use tax will be determined by County. Tax will not be used in determining low price. 3.16 POST AWARD MEETING: The Contractor may be required to attend a post-award meeting with the Using Agency to discuss the terms and conditions of this Contract. This meeting will be coordinated by the Procurement Officer of the Contract. 4.0 CONTRACTUAL AND SPECIAL TERMS & CONDITIONS: 4.1 DRAFT CONTRACT SEE EXHIBIT 3 5.0 INSTRUCTIONS TO RESPONDENTS: (Please note that this Section does not become part of any resultant contract.) Bidders and Proposers are solely responsible for submitting bids, proposals, and any modifications or withdrawals, to be received at the time and designated location required by the so licitation (ITN, RFP, ROQ, or any other solicitation notice). Any bid, proposal, modification, or withdrawal received after the designated time is “late” and will rejected and not be evaluated per Paragraph MC1-320 of the Maricopa County Procurement Code. 5.1 SCHEDULE OF EVENTS: Request for Proposals Issued: AUGUST 4, 2016 Pre-Proposal Conference: SEPTEMBER 1, 2016 Deadline for written questions is (2) business days after Pre -Proposal Conference. Questions will not be responded to prior to the Pre-Proposal Conference or after the (2) business day deadline has elapsed. All questions shall be e-mailed to sdahle@mail.maricopa.gov. Answers shall be posted to www.bidsync.com as an addendum. Proposals Opening Date: SEPTEMBER 22, 2016 Deadline for submission of proposals is 2:00 P.M., Arizona Time, on SEPTEMBER 22, 2016. All proposals must be received before 2:00 P.M ., Arizona Time, on the above date at the Maricopa County Office of Procurement Services, 320 West Lincoln Street, Phoenix, Arizona 85003. Proposed review of Proposals and short list decision: NOVEMBER 7, 2016 Proposed Respondent presentations: (if required) NOVEMBER 14, 2016 Proposed selection and negotiation: NOVEMBER 28, 2016 Proposed Best & Final (if required) DECEMBER 5, 2016 Proposed award of Contract: JANUARY 12, 2017 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 18 SERIAL 16154-RFP All responses to this Request for Proposal become the property of Maricopa County and (other than pricing) will be held confidential, to the extent permissible by law. The County will not be held accountable if material from proposal responses is obtained without the written consent of the Respondent by parties other than the County. 5.2 INQUIRIES AND NOTICES: All inquiries concerning information herein shall be addressed to: Maricopa County Office of Procurement Services ATTN: Contract Administration 320 West Lincoln Street Phoenix, Arizona 85003 Administrative telephone inquiries shall be addressed to: Steve Dahle, Strategic Procurement Officer, 602/506-3450 (sdahle@mail.maricopa.gov) Inquiries may be submitted by telephone but must be followed up in writing. No oral communication is binding on Maricopa County. 5.3 INSTRUCTIONS FOR PREPARING AND SUBMITTING PROPOSALS (ALL FLASH DRIVES SHALL BE LABELED WITH PROPOSERS NAME AND RFP NUMBER): Respondents shall provide their proposals in accordance with Section 5.14 as follows: 5.3.1 Two (2) original hardcopy of all proposal documents. 5.3.2 Two (2) flash drive providing all proposal documents in Word, Excel (Attachment A) and then the entire proposal document in PDF format. 5.3.3 Six (6) flash drives providing the entire proposal in PDF format only. 5.3.4 Respondents shall address proposals identified with return address, serial number and title in the following manner: Maricopa County Office of Procurement Services ATTN: Contract Administration 320 West Lincoln Street Phoenix, Arizona 85003 SERIAL 16154– RFP, MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PRODUCTS AND SERVICES (U.S. Communities) 5.3.5 Proposals shall be signed by an owner, partner or corporate official who has been authorized to make such commitments. All prices shall be held firm for a period of one hundred fifty (150) days after the RFP closing date. 5.4 EXCEPTIONS TO THE SOLICITATION: The Respondent shall identify and list all exceptions taken to all sections of 16154–RFP and list these exceptions referencing the section (paragraph) where the exception exists and identify the exceptions and the proposed wording for the Respondent’s exception under the heading, “Exception to the PROPOSAL Solicitation, SERIAL 16154-RFP.” Exceptions that surface elsewhere and that do not also appear under the heading, “Exception s to the PROPOSAL Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 19 SERIAL 16154-RFP Solicitation, SERIAL 16154-RFP,” shall be considered invalid and void and of no contractual significance. The County reserves the right to reject, determine the proposal non-responsive, enter into negotiation on any of the Respondent exceptions, or accept them outright. 5.5 GENERAL CONTENT: 5.5.1 The Proposal should be specific and complete in every detail. It should be practical and provide a straightforward, concise delineation of capabilities to satisfactorily perform the Contract being sought. 5.5.2 The Respondent should not necessarily limit the proposal to the performance of the services in accordance with this Request for Proposal but should outline any additional services and their costs if the Respondent deems them necessary to accomplish the program. 5.6 FORMAT AND CONTENT: To aid in the evaluation, it is desired that all proposals follow the same general format. The proposal hardcopy must be submitted in binders and have sections tabbed as below: (Responses are limited to 200 pages, single sided, 10 point font type). 5.6.1 Table of Contents 5.6.2 Letter of Transmittal (Exhibit 2) 5.6.3 Executive Summary – This section shall contain an outline of the general approach utilized in the proposal. 5.6.4 Proposal – This section should contain a statement of all of the programs and services proposed, including conclusions and generalized recommendations. Proposals should be all-inclusive, detailing respondent’s best offer. 5.6.5 Qualifications – This section shall describe the respondent’s ability and experience related to the programs and services proposed. All project personnel, as applicable, shall be listed including a description of assignments and responsibilities, a resume of professional experience, an estimate of the time each would devote to this program, and other pertinent information. 5.6.6 Proposal exceptions 5.6.7 Redlined Contract (Exhibit 3 based on exceptions in section 5.6.6) 5.6.8 Attachment A (Pricing) 5.6.9 Attachment A-1, Pricing Analysis Workbook 5.6.10 Attachment B (Agreement Page) 5.6.11 Attachment C (References products) 5.6.12 Attachment C-1 (References Services) 5.6.13 Attachment D RETAIL STORES AND WAREHOUSE LOCATIONS 5.6.14 Attachment E SUPPLIER WORKSHEET 5.6.15 Attachment E SUPPLIER INFORMATION Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 20 SERIAL 16154-RFP 5.6.16 Exhibit 7 U.S. COMMUNITIES ADMINISTRATION AGREEMENT, signed, unaltered 5.7 EVALUATION OF PROPOSAL – SELECTION FACTORS: A Proposal Evaluation Committee shall be appointed, chaired by the Procurement Officer to evaluate each Proposal. At the County’s option, Respondents may be invited to make presentations to the Evaluation Committee. Best and Final Offers and/or Negotiations may be conducted, as needed, with the highest rated Respondent(s). Proposals will be evaluated on the following criteria which are listed in descending or equal order of importance. 5.7.1 Firms Qualifications (Including responses to the U.S. Communities Attachment E and Exhibit 7) 5.7.2 Product lines and service proposed 5.7.3 Price NOTE 1: RESPONDENTS ARE REQUIRED TO USE ATTACHED FORMS TO SUBMIT THEIR PROPOSAL. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 21 SERIAL 16154-RFP ATTACHMENT A PRICING SEE EXCEL FILE 16154-ATTACHMENT A PRICING Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 22 SERIAL 16154-RFP ATTACHMENT A-1 PRICING ANALYSIS WORKBOOK SEE EXCEL FILE 16154-ATTACHMENT A-1 PRICING ANALYSIS WORKBOOK Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 23 SERIAL 16154-RFP ATTACHMENT B AGREEMENT Respondent hereby certifies that Respondent has read, understands and agrees that acceptance by Maricopa County of the Respondent’s Offer will create a binding Contract. Respondent agrees to fully comply with all terms and conditions as set forth in the Maricopa County Procurement Code, and amendments thereto, together with the specifications and other documentary for ms herewith made a part of this specific procurement BY SIGNING THIS PAGE THE SUBMITTING RESPONDENT CERTIFIES THAT RESPONDENT HAS REVIEWED THE ADMINISTRATIVE INFORMATION AND STANDARD CONTRACT’S TERMS AND CONDITIONS LOCATED AT http://www.maricopa.gov/procurement AND AGREE TO BE CONTRACTUALLY BOUND TO THEM. RESPONDENT (FIRM) SUBMITTING PROPOSAL FEDERAL TAX ID NUMBER DUNS # PRINTED NAME AND TITLE AUTHORIZED SIGNATURE / ADDRESS TELEPHONE FAX # CITY STATE ZIP DATE WEB SITE EMAIL ADDRESS Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 24 SERIAL 16154-RFP ATTACHMENT C PRODUCTS RESPONDENT’S REFERENCES RESPONDENT SUBMITTING PROPOSAL: 1. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: 2. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: 3. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: 4. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: 5. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 25 SERIAL 16154-RFP ATTACHMENT C-1 SERVICES RESPONDENT’S REFERENCES RESPONDENT SUBMITTING PROPOSAL: 1. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: PROVIDE THE DOLLAR AMOUNT AND A DESCRIPTION OF THE SERVICES PROVIDED: 2. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: PROVIDE THE DOLLAR AMOUNT AND A DESCRIPTION OF THE SERVICES PROVIDED: 3. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: PROVIDE THE DOLLAR AMOUNT AND A DESCRIPTION OF THE SERVICES PROVIDED: Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 26 SERIAL 16154-RFP 4. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: PROVIDE THE DOLLAR AMOUNT AND A DESCRIPTION OF THE SERVICES PROVIDED: 5. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: PROVIDE THE DOLLAR AMOUNT AND A DESCRIPTION OF THE SERVICES PROVIDED: Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 27 SERIAL 16154-RFP ATTACHMENT D RETAIL STORES AND WAREHOUSE LOCATIONS VENDOR NAME: QUANTITY OF RETAIL STORES IN THIS STATE QUANTITY OF WHOLESALE WAREHOUSE(S) IN THIS STATE WAREHOUSE LOCATIONS (CITY) ALABAMA ALASKA ARIZONA ARKANSAS CALIFORNIA COLORADO CONNECTICUT DELAWARE FLORIDA GEORGIA HAWAII IDAHO ILLINOIS INDIANA IOWA KANSAS KENTUCKY LOUISIANA MAINE MARYLAND MASSACHUSETTS Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 28 SERIAL 16154-RFP MICHIGAN MINNESOTA MISSISSIPPI MISSOURI MONTANA NEBRASKA NEVADA NEW HAMPSHIRE NEW JERSEY NEW MEXICO NEW YORK NORTH CAROLINA NORTH DAKOTA OHIO OKLAHOMA OREGON PENNSYLVANIA RHODE ISLAND SOUTH CAROLINA SOUTH DAKOTA TENNESSEE TEXAS UTAH VERMONT VIRGINIA WASHINGTON WEST VIRGINIA WISCONSIN WYOMING Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 29 SERIAL 16154-RFP ATTACHMENT E U.S. COMMUNITIES INFORMATION AND REQUIREMENTS SUPPLIER QUALIFICATIONS COMMITMENTS U.S. COMMUNITIES ADMINISTRATION AGREEMENT INSTRUCTIONS SUPPLIER WORKSHEET NEW SUPPLIER IMPLEMENTATION CHECKLIST SUPPLIER INFORMATION Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 30 SERIAL 16154-RFP SUPPLIER QUALIFICATIONS COMMITMENTS 1.0 SUPPLIERS 1.1 Commitments U.S. Communities views the relationship with an awarded Supplier as an opportunity to provide maximum benefit to both the Participating Public Agencies and to the Supplier. The successful foundation of the partnership requires c ommitments from both U.S. Communities and the Supplier. U.S. Communities requires the Supplier to make the four commitments set forth below (Corporate, Pricing, Economy, Sales) to ensure that Supplier is providing the highest level of public benefit to Participating Public Agencies: 1.2 Corporate Commitment. 1.2.1 The pricing, terms and conditions of the Master Agreement shall, at all times, be Supplier’s primary contractual offering of Products and Services to Public Agencies. All of Supplier’s direct and indirect marketing and sales efforts to Public Agencies shall demonstrate that the Master Agreement is Supplier’s primary offering and not just one of Supplier’s contract options. 1.2.2 Supplier’s sales force (including inside, direct and/or authorized dealers, dis tributors and representatives) shall always present the Master Agreement when marketing Products or Services to Public Agencies. 1.2.3 Supplier shall advise all Public Agencies that are existing customers of Supplier as to the pricing and other value offered through the Master Agreement. 1.2.4 Upon authorization by a Public Agency, Supplier shall transition such Public Agency to the pricing, terms and conditions of the Master Agreement. 1.2.5 Supplier shall ensure that the U.S. Communities program and the Master Agreement are actively supported by Supplier’s senior executive management. 1.2.6 Supplier shall provide a national/senior management level representative with the authority and responsibility to ensure that the Supplier’s Commitments are maintained at all times. Supplier shall also designate a lead referral contact person who shall be responsible for receiving communications from U.S. Communities concerning new Participating Public Agency registrations and for ensuring timely follow-up by Supplier’s staff to requests for contact from Participating Public Agencies. Supplier shall also provide the personnel necessary to implement and support a supplier -based internet web page dedicated to Supplier’s U.S. Communities program and linked to U.S. Communities’ website and shall implement and support such web page. 1.2.7 Supplier shall demonstrate in its procurement solicitation response and throughout the term of the Master Agreement that national/senior management fully supports the U.S. Communities program and its commitments and requirements. National/Senior management is defined as the executive(s) with companywide authority. 1.2.8 Where Supplier has an existing contract for Products and Services with a state, Supplier shall notify the state of the Master Agreement and transition the state to the pricing, terms and conditions of the Master Agreement upon the state’s request. Regardless of whether the state decides to transition to the Master Agreement, Supplier shall primarily offer the Master Agreement to all Public Agencies located within the state. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 31 SERIAL 16154-RFP 1.3 Pricing Commitment. 1.3.1 Supplier represents to U.S. Communities that the pricing offered under the Master Agreement is the lowest overall available pricing (net to purchaser) on Products and Services that it offers to Public Agencies. Supplier’s pricing shall be evaluated on either an overall project basis or the Public Agency’s actual usage for more frequently purchased Products and Services. 1.3.2 Contracts Offering Lower Prices. If a pre-existing contract and/or a Public Agency’s unique buying pattern provide one or more Public Agencies a lower price than that offered under the Master Agreement, Supplier shall match that lower pricing under the Master Agreement and inform the eligible Public Agencies that the lower pricing is available under the Master Agreement. If an eligible Public Agency requests to be transitioned to the Master Agreement, Supplier shall do so and report the Public Agency’s purchases made under the Master Agreement going forward. The price match only applies to the eligible Public Agencies. Below are three examples of Supplier’s obligation to match the pricing under Supplier’s contracts offering lower prices. 1.3.2.1 Supplier holds a state contract with lower pricing that is available to all Public Agencies within the state. Supplier would be required to match the lower state pricing under the Master Agreement and make it available to all Public Agencies within the state. 1.3.2.2 Supplier holds a regional cooperative contract with lower pricing that is available only to the ten cooperative members. Supplier would be required to match the lower cooperative pricing under the Master Agreement and make it available to the ten cooperative members. 1.3.2.3 Supplier holds a contract with an individual Public Agency. The Public Agency contract does not contain any cooperative language and therefore other Public Agencies are not eligible to utilize the contract. Supplier would be required to match the lower pricing under the Master Agreement and make it available only to the individual Public Agency. 1.3.3 Deviating Buying Patterns. Occasionally U.S. Communities and Supplier may interact with a Public Agency that has a buying pattern or terms and conditions that considerably deviate from the normal Public Agency buying pattern and terms and conditi ons, and causes Supplier’s pricing under the Master Agreement to be higher than an alternative contract held by Supplier. This could be created by a unique end -user preference or requirements. In the event that this situation occurs, Supplier may address the issue by lowering the price under the Master Agreement on the item(s) causing the large deviation for that Public Agency. Supplier would not be required to lower the price for other Public Agencies. 1.3.4 Supplier’s Options in Responding to a Third Party Procurement Solicitation. While it is the objective of U.S. Communities to encourage Public Agencies to piggyback on to the Master Agreement rather than issue their own procurement solicitations, U.S. Communities recognizes that for various reasons some P ublic Agencies will issue their own solicitations. The following options are available to Supplier when responding to a Public Agency solicitation: 1.3.4.1 Supplier may opt not to respond to the procurement solicitation. Supplier may make the Master Agreement available to the Public Agency as a comparison to its solicitation responses. 1.3.4.2 Supplier may respond with the pricing, terms and conditions of the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 32 SERIAL 16154-RFP 1.3.4.3 If competitive conditions require pricing lower than the standard Master Agreement pricing, Supplier may submit lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement. Supplier would not be required to extend the lower price to other Public Agencies. 1.3.4.4 Supplier may respond to the procurement solicitation with pricing that is higher (net to buyer) than the pricing offered under the Master Agreement. If awar ded a contract, Supplier shall still be bound by all obligations set forth in this Section 3.3, including, without limitation, the requirement to continue to advise the awarding Public Agency of the pricing, terms and conditions of the Master Agreement. 1.3.4.5 Supplier may respond to the procurement solicitation with pricing that is higher (net to buyer) than the pricing offered under the Master Agreement and if an alternative response is permitted, Supplier may offer the pricing under the Master Agreement as an alternative for consideration. 1.3.5 Economy Commitment. Supplier shall demonstrate the benefits, including the pricing advantage, of the Master Agreement over alternative options, including competitive solicitation pricing and shall proactively offer the terms and pricing under the Master Agreement to Public Agencies as a more effective alternative to the cost and time associated with such alternate bids and solicitations. 1.3.6 Sales Commitment. Supplier shall market the Master Agreement through Supplier’s sales force or dealer network that is properly trained, engaged and committed to offering the Master Agreement as Supplier’s primary offering to Public Agencies. Supplier’s sales force compensation and incentives shall be greater than or equal to the compensation and incentives earned under other contracts to Public Agencies. 1.3.6.1 Supplier Sales. Supplier shall be responsible for proactive direct sales of Supplier’s Products and Services to Public Agencies and the timely follow-up to sales leads identified by U.S. Communities. Use of product catalogs, targeted advertising, direct mail and other sales initiatives are encouraged. All of Supplier’s sales materials targeted towards Public Agencies shall include the U.S. Communities logo. U.S. Communities hereby grant s to Supplier, during the term of this Agreement, a non-exclusive, revocable, non-transferable, license to use the U.S. Communities name, trademark, and logo solely to perform its obligations under this Agreement, and for no other purpose. Any goodwill, rights, or benefits derived from Supplier's use of the U.S. Communities name, trademark, or logo shall inure to the benefit of U.S. Communities. U.S. Communities shall provide Supplier with its logo and the standards to be employed in the use of the logo. During the term of the Agreement, the Supplier shall provide U.S. Communities with its logo and the standards to be employed in the use of the logo for purposes of reproducing and using Supplier’s name and logo in connection with the advertising, marketing and promotion of the Master Agreement to Public Agencies. Supplier shall assist U.S. Communities by providing camera-ready logos and by participating in related trade shows and conferences. At a minimum, Supplier's sales initiatives shall communicate that (i) the Master Agreement was competitively solicited by the Lead Public Agency, (ii) the Master Agreement provides the best government pricing, (iii) there is no cost to Participating Public Agencies, and (iv) the Master Agreement is a non-exclusive contract. 1.3.6.2 Branding and Logo Compliance. Supplier shall be responsible for complying with the U.S. Communities branding and logo standards and guidelines. Prior to use by Supplier, all U.S. Communities related marketing material must be submitted to U.S. Communities for review and approval. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 33 SERIAL 16154-RFP 1.3.6.3 Sales Force Training. Supplier shall train its national sales force on the Master Agreement and U.S. Communities program. U.S. Communities shall be available to train regional or district managers and generally assist with the education of sales personnel. 1.3.7 Participating Public Agency Access. Supplier shall establish the following communication links to facilitate customer access and communication: 1.3.7.1 A dedicated U.S. Communities internet web-based homepage containing: (1) U.S. Communities standard logo with Founding Co -Sponsors logos; (2) Copy of original procurement solicitation; (3) Copy of Master Agreement including any amendments; (4) Summary of Products and Services pricing; (5) Electronic link to U.S. Communities’ online registration page; and (6) Other promotional material as requested by U.S. Communities. 1.3.7.2 A dedicated toll-free national hotline for inquiries regarding U.S. Communities. 1.3.7.3 A dedicated email address for general inquiries in the following format: uscommunities@(name of supplier).com. 1.3.8 Electronic Registration. Supplier shall be responsible for ensuring that each Public Agency has completed U.S. Communities’ online registration process prior to processing the Public Agency’s first sales order. 1.3.9 Supplier’s Performance Review. Upon request by U.S. Communities, Supplier shall participate in a performance review meeting with U.S. Communities to evaluate Supplier’s performance of the covenants set forth in this Agreement. 1.3.10 Supplier Content. Supplier may, from time to time, provide certain graphics, media, and other content to U.S. Communities (collectively "Supplier Content") for use on U.S. Communities websites and for general marketing and publicity purposes. During the term of the Agreement, Supplier hereby grants to U.S. Communities and its affiliates a non-exclusive, worldwide, free, transferrable, license to reproduce, modify, distribute, publically perform, publically display, and use Supplier Content in connection with U.S. Communities websites and for general marketing and publicity purposes, with the right to sublicense each and every such right. Supplier warrants that: (a) Supplier is the owner of or otherwise has the unrestricted right to grant the rights in and to Supplier Content as contemplated hereunder; and (b) the use of Supplier Content and any other materials or services provided to U.S. Communities as contemplated hereunder will not violate, infringe, or misappropriate the intellectual property rights or other rights of any third party. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 34 SERIAL 16154-RFP U.S. COMMUNITIES ADMINISTRATION AGREEMENT INFORMATION The Agreement outlines the Supplier’s general duties and responsibilities in implementing the U.S. Communities contract. The Supplier is required to execute the U.S. Communities Administration Agreement unaltered (attached hereto as Exhibit 7) and submit with the supplier’s proposal without exception or alteration. Failure to do so will result in disqualification. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 35 SERIAL 16154-RFP SUPPLIER WORKSHEET FOR NATIONAL PROGRAM CONSIDERATION Suppliers are required to meet specific qualifications. Please respond in the spaces provided after each qualification statement below: A. State if pricing for all Products/Services offered will be the most competitive pricing offered by your organization to Participating Public Agencies nationally. YES____ NO____ B. Does your company have the ability to provide service to any Participating Public Agencies in the contiguous 48 states, and the ability to deliver service in Alaska and Hawaii? YES____ *NO____ (*If no, identify the states where you have the ability to provide service to Participating Public Agencies.) C. Does your company have a national sales force, dealer network or distributor with the ability to call on Participating Public Agencies in at least 35 U.S. states? YES____ *NO____ (*If no, identify the states where you have the ability to call on Participating Public Agencies.) D. Check which applies for your company sales last year in the United States: _____ Sales between $0 and $25,000,000 _____ Sales between $25,000,001 and $50,000,000 _____ Sales between $50,000,001 and $100,000,000 _____ Sales greater than $100,000,001 E. Does your company have existing capacity to provide electronic and ecommerce ordering and billing? YES____ NO____ F. Will your company assign a dedicated Senior Management level Account Manager to support the resulting U.S. Communities program contract? YES____ NO____ G. Does your company agree to respond to all agency referrals from U.S. Communities within 2 business days? YES____ NO____ H. Does your company maintain records of your overall Participating Public Agencies’ sales that you can and will share with U.S. Communities to monitor program implementation progress? YES____ NO____ I. Will your company commit to the following program implementation schedule? YES____ NO____ J. Will the U.S. Communities program contract be your lead public offering to Participating Public Agencies? YES____ NO_____ ______________________________________________________________________________ Submitted by: ________________________________ ___________________________________ (Printed Name) (Signature) ________________________________ ___________________________________ (Title) (Date) Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 36 SERIAL 16154-RFP New Supplier Implementation Checklist Target Completion After Award 1. First Conference Call One Week Initial Kick Off Call to discuss expectations Establish initial contact people & roles/responsibilities Supplier Log-In Credentials established 2. Executed Legal Documents One Week U.S. Communities Admin Agreement Lead Public Agency Agreement signed 3. Program Contact Requirements One Week Supplier contacts communicated to U.S. Communities Staff Dedicated email Dedicated toll free number Dedicated fax number 4. Second Conference Call Two Weeks Set Contract Launch Date & Outline Kick Off Plan Establish WebEx Training Dates Review Contract Commitments Complete Supplier Set Up Form Complete User Account and User ID Form Identify Dates for Senior Management Meeting 5. Marketing Kick Off Call Two Weeks Overview of Marketing Requirements Establish Timeline for Marketing Deliverables Set Weekly Marketing Call 6. Initial NAM & Staff Training Meetings Three Weeks Discuss expectations, roles & responsibilities Introduce and review web-based tools Review process & expectations of Lead Referral contact with NAM & identified LRC 7. Senior Management Meeting Four Weeks Implementation Process Progress Report U.S. Communities & Vendor Organizational Overview Supplier Manager to review & further discuss commitments 8. Review Top Joint Target Opportunities Five Weeks Top 10 Local Contracts Review top U.S. Communities PPA's 9. Web Development Initiate IT contact Two Weeks Initiate E-Commerce Conversation Two Weeks Product Upload to U.S. Communities site Five Weeks 10. Sales Training & Roll Out Program Manager briefing - Coordinate with NAM Five Weeks Initial remote WebEx training for all sales - Coordinate with NAM Four Weeks Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 37 SERIAL 16154-RFP Initiate contact with Advisory Board (AB) members Six Weeks Determine PM & Local Metro teams strategy sessions Six Weeks Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 38 SERIAL 16154-RFP SUPPLIER INFORMATION Please respond to the following requests for information about your company: National Commitments Proposer shall provide a written narrative of its understanding and acceptance of the Supplier Qualifications Commitments in Attachment E. Company 1. Provide the total number and location of sales persons employed by your company in the United States. Example: NUMBER OF SALES REPRESENTATIVES CITY STATE 13 Phoenix AZ 6 Tucson AZ 10 Los Angeles CA 12 San Francisco CA 6 San Diego CA 5 Sacramento CA 3 Fresno CA Etc.Etc. Total: 366 2. Describe how the above sales persons would be utilized in selling this contract, including the time commitment each sales person will devote to selling this contract. 3. Provide the company annual sales for 2013, 2014 and 2015 in the United States; Sales reporting should be segmented into the following categories: Segment 2013 Sales 2014 Sales 2015 Sales Cities Counties K-12 (Pubic/Private) Higher Education (Public/Private) States Other Public Sector and Nonprofits Federal Private Sector Total Supplier Sales SUPPLIER ANNUAL SALES IN THE UNITED STATE FOR 2013, 2014, AND 2015 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 39 SERIAL 16154-RFP 4. Provide annual sales for 2013, 2014 and 2015 in the United States for the proposed Products and/or Services; Sales reporting should be segmented into the following categories: Segment 2013 Sales 2014 Sales 2015 Sales Cities Counties K-12 (Pubic/Private) Higher Education (Public/Private) States Other Public Sector and Nonprofits Federal Private Sector Total Supplier Sales SUPPLIER ANNUAL SALES IN THE UNITED STATE FOR 2013, 2014, AND 2015 5. Submit your current Federal Identification Number and latest Dun & Bradstreet report. 6. Provide a list with contact information of your company’s ten largest public agency customers. Distribution 1. Describe how your company proposes to distribute the Products nationwide. 2. Identify all other companies that will be involved in processing, handling or shipping the Product to the end user. 3. State the effectiveness of the proposed distribution in providing the lowest cost to the end user. 4. Provide the number, size and location of your company’s distribution facilities, warehouses and retail network as applicable. 5. Provide the number and location of support centers (if applicable). 6. If applicable, describe your company’s ability to do business with manufacturer/dealer/distribution organizations that are either small or MWBE businesses as defined by the Small Business Administration. a. If applicable, describe other ways your company can be sensitive to a Participating Public Agency’s desire to utilize local and/or MWBE companies, such as number of local employees and offices in a particular geographic area, companies your firm is using that may be local (i.e. local delivery truck company), your company’s diversity of owner employees, etc. b. If applicable, provide details on any products or services being offered by your company where the manufacturer or service provider is either a small or MWBE business as defined by the Small Business Administration. Provide product/service name, company name and small/MWBE designation. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 40 SERIAL 16154-RFP Marketing 1. Outline your company’s plan for marketing the Products to state and local government agencies nationwide. 2. Explain how your company will educate its national sales force about the Master Agreement. 3. Explain how your company will market and transition the Master Agreement into the primary offering to Participating Public Agencies. 4. Explain how your company plans to market the Master Agreement to existing government customers and transition these customers to the Master Agreement. Please provide the amount of purchases of existing public agency clients that your company will transition to the U.S. Communities contract for the initial three years of the contract in the following format within your proposal. a. $________.00 will be transitioned in year one. b. $________.00 will be transitioned in year two. c. $________.00 will be transitioned in year three. National Staffing Plan 1. A staffing plan is required which describes the Offeror’s proposed staff distribution to implement and manage this contract throughout the term of the contract. At a minimum, this plan should include the following: a. Identify the key personnel who will lead and support the implementation period of the contract outlined in Attachment E, New Supplier Implementation Checklist, along with the amount of time to be devoted to implementation; b. Identify the key personnel who are to be engaged in this contract throughout the term of the contract and their relationship to the contracting organization; c. Provide a chart that shows 1) the time commitment of each professional staff member that will be devoted to the contract, 2) each member’s role in maintaining and growing the contract; and 3) a timeline of each member’s involvement throughout the contract. 2. Provide an organizational chart of your company. 3. Submit the resumes of the below personnel: a. The person your company proposes to serve as the National Accounts Manager, b. Each person that will be dedicated full time to U.S. Communities account management, and c. Key executive personnel that will be supporting the program. Products 1. Provide a description of the Products to be provided by the major product category set forth in Section 2.0, Scope of Work. The primary objective is for each Supplier to provide a complete range of products so that Participating Public Agencies may order a range of product as appropriate for their needs. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 41 SERIAL 16154-RFP 2. State your normal delivery time (in days) and any options for expediting delivery. 3. State backorder policy. Do you fill or kill order and require Participating Public Agency to reorder if item is backordered? 4. State your company’s return policies, restocking fees, and procedures for returning products. 5. Describe any special programs that your company offers that will improve customers’ ability to access Products, on-time delivery or other innovative strategies. 6. Describe the capacity of your company to broaden the scope of the contract and keep the product offerings current and ensure that latest products, standards and technology for Maintenance, Repair, Operating Supplies, Industrial Supplies, and Related Services. Services 1. Provide a description of the Services to be provided in Section 2.0, Scope of Work. The primary objective is for each Supplier to provide a complete range of services so that Participating Public Agencies may order a range of product as appropriate for their needs. 2. List the states where the Supplier is licensed to do business. 3. Describe those services that are performed by your company versus those that are performed by subcontractors. 4. Describe the process and requirements of qualifying in-house personnel and subcontractors who will be performing services for your company. Include details on the types of background screening performed and any other required qualifications. 5. Describe your ongoing quality control processes to ensure qualified in-house personnel and subcontractors. Quality 1. Describe your company’s quality control processes. 2. Describe your problem escalation process. 3. How are customer complaints measured and categorized? What processes are in place to know that a problem has been resolved? 4. Describe and provide any product or service warranties. Administration 1. Describe your company’s capacity to employ telephone, ecommerce, etc., with a specific proposal for processing orders under the Master Agreement. 2. State which forms of ordering allow the use of a procurement card and the accepted banking (credit card) affiliation. 3. Describe your company’s internal management system for processing orders from point of customer contact through delivery and billing. Please state if you use a single system or platform for all phases of ordering, processing, delivery and billing. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 42 SERIAL 16154-RFP 4. Describe your company’s ecommerce capabilities: a. Include details about your company’s ability to create punch out sites and accept orders electronically (cXML, OCI, etc.). b. Provide detail on where your company has integrated with a pubic agency’s ERP (Oracle, Infor Lawson, SAP, etc.) system in the past and include some details about the resources you have in place to support these integrations. List, by ERP provider, the following information: name of public agency, ERP system used, “go live” date, net sales per calendar year since “go live”, and percentage of agency sales being processed through this connection. 5. Describe any existing multi-state cooperative purchasing programs, including the entity’s name(s), contact person(s), contact information, annual volume, and contract term date. 6. Describe the capacity of your company to report monthly sales under the Master Agreement by Participating Public Agency within each U.S. state. 7. Describe the capacity of your company to provide management reports, i.e. commodity histories, procurement card histories, green spend, etc. for each Participating Public Agency. 8. Please provide any suggested improvements and alternatives for doing business with your company that will make this arrangement more cost effective for your company and Participating Public Agencies. Environmental 1. Provide a brief description of any company’s environmental initiatives, including your company’s environmental policies and/or strategies, your investments in being an environmentally preferable product leader, and any resources dedicated to your environmental strategy, including staff. 2. Describe your company’s process for defining, verifying, and labeling green/sustainable products and services in your offering. Explain how you help public agencies navigate toward the green products in your offering through website filters, keyword searches, displaying eco-logos, etc. 3. If applicable, list products in your offering that have any third-party environmental certifications, such as: a. Biodegradable Products Institute (e.g., compostable bags, food service ware, etc.) b. Consortium for Energy Efficiency (lamps) c. Cradle to Cradle (e.g., building materials, construction adhesives, paint) d. Design Lights Consortium (e.g., LED lighting equipment) e. ENERGY STAR (e.g., appliances, HVAC and lighting equipment) f. Green Seal (e.g., cleaners, hand soap, janitorial paper products, paint) g. Master Painters Institute (MPI) Green Performance Standard (paints and coatings) h. NEMA Premium Efficiency (e.g., motors, ballasts) i. Scientific Certification Systems (SCS) FloorScore (e.g., carpet, flooring, flooring adhesives, underlayment, etc.) j. Scientific Certification Systems (SCS) Indoor Advantage (building materials, furniture, etc.) k. UL GREENGUARD (adhesives, flooring, insulation, sealants, etc.); l. UL EcoLogo (cleaners, deodorizers, hand soaps and sanitizers, floor polish and strippers, etc.) m. USDA Biobased (lubricants, building materials, etc.) Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 43 SERIAL 16154-RFP n. US EPA Safer Choice (cleaners, hand soaps, deicers, floor maintenance chemicals) o. WaterSense (water efficient fixtures, toilets, etc.) 4. If applicable, does your company have a chemicals policy? Do you restrict any chemicals of concern in your products beyond what is required by federal and state laws? Does your company label products that are on the California Prop 65 list of chemicals that are known to the State of California to cause cancer, birth defects or other reproductive harm? 5. Does your company label any products in your offering that are free of chemicals of concern, such as mercury, lead, PVC (vinyl), phthalates, flame retardants, neonic pesticides, etc. If yes, describe what you do in this area. 6. Does your company provide links to products’ SDS/MSDS sheets and/or Health Product Declaration or Environmental Product Declaration Forms? 7. Describe your company’s recycling services. Describe any buy back or take back options offered for products sold on this contract such as batteries, mercury-containing equipment, paint, chemicals, etc. Describe your company’s efforts to reduce or reuse packaging (or avoid difficult- to-recycle packaging such as polystyrene foam) and minimize the environmental footprint in the shipping process. 8. What percentage of your offering is environmentally preferable and what are your plans to improve this offering? Financial Statements The Supplier shall include an audited income statement and balance sheet from the most recent reporting period in its proposal. Additional Information Please use this opportunity to describe any/all other features, advantages and benefits of your organization that you feel will provide additional value and benefit to a Participating Public Agency. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 44 SERIAL 16154-RFP EXHIBIT 1 VENDOR REGISTRATION PROCEDURES BidSync.com Registration is FREE and REQUIRED for all vendors. Register On-line at https://www.bidsync.com Select Free Registration. Upon completion of your on-line registration, you are responsible for updating any changes to your information. Please retain your Login ID and Password for future use. For assistance, please contact BidSync Vendor Support Department via phone or email, during regular business hours: 1 - 800-990-9339 or agencysupport@BidSync.com Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 45 SERIAL 16154-RFP EXHIBIT 2 SAMPLE TRANSMITTAL LETTER (To be typed on the letterhead of Offeror) Maricopa County Office of Procurement Services 320 West Lincoln Street Phoenix, Arizona 85003-2494 Re: RFP Number – 16154-RFP To Whom It May Concern: (NAME OF COMPANY) (Herein referred to as the "RESPONDENT"), hereby submits its response to your Request for Proposal dated , and agrees to perform as proposed in their proposal, if awarded the contract. The Respondent shall thereupon be contractually obligated to carry out its responsibilities respecting the services proposed. Kindly advise this in writing on or before if you should desire to accept this proposal. Very truly yours, _______________________________ NAME (please print) _______________________________ SIGNATURE _______________________________ TITLE (please print) Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 46 SERIAL 16154-RFP EXHIBIT 3 DRAFT CONTRACT SEE WORD DOCUMENT 16154-EXHIBIT 3 DRAFT CONTRACT Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 47 SERIAL 16154-RFP EXHIBIT 4 INSURANCE CERTIFICATE EXAMPLE Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 48 SERIAL 16154-RFP EXHIBIT 5 MARICOPA COUNTY FACILITIES MANAGEMENT REQUIREMENTS 1.0 HOURS OF SERVICE: 1.1 REGULAR HOURS are between 6:00 AM and 6:00 PM, Monday through Friday, excluding County holidays. 1.2 AFTER HOURS is after 6:00 PM and prior to 6:00 AM, Monday through Friday. 1.3 WEEKENDS are anytime Saturday or Sunday. 1.4 HOLIDAYS are County Holidays (See County holiday schedule attachment). 1.5 Services shall be available 24 hours per day, 7 days per week, 365 days per year. 1.6 Contractor shall provide 24 hours per day, 7 days per week, 365 days per year telephone access, and respond to a call for services within thirty (30) minutes of receipt. 2.0 RESPONSE TIMES: 2.1 During REGULAR HOURS, AFTER HOURS, WEEKEND or HOLIDAYs, Contractor shall respond on-site within four (4) hours of receipt of a service request. 2.2 If the request is designated by the County as an EMERGENCY, the contractor shall respond on - site within two (2) hours of receipt of a service request regardless of the time of day, WEEKEND or HOLIDAY. 3.0 TRIP CHARGE: Trip charges are permitted when time and material work is requested at the following sites only: 3.1 MCSO Lake Aid Stations (Apache, Bartlett, Blue Point, Canyon and Saguaro) 3.2 County offices located in Gila Bend, AZ 3.3 County offices located in Buckeye, AZ 3.4 County offices located in Aguila, AZ 3.5 Only one trip charge may be charged per service call. 3.6 If the contractor arrives onsite and is unable to locate a Coun ty representative familiar with the work or unable to gain access to the work site, the Contractor may only bill for a trip charge (maximum one time daily trip charge not to exceed $50.00). The Contractor is not authorized to incur nor will the County accepting billing for any labor charges. 4.0 CONTRACTOR REQUIREMENTS: 4.1 Contractor(s) shall supply all labor, supervision, materials, tools, equipment, and effort necessary to perform the Scope of Work presented. 4.2 The Contractor’s service truck fleet and/or warehouse shall carry sufficient supply of repair parts and equipment to perform services per Scope of Work presented. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 49 SERIAL 16154-RFP 4.3 The Contractor agrees to utilize only experienced, responsible and capable people in the performance of the work. 4.4 All employees of the Contractor shall wear a company uniform identified with the company name consisting of a minimum of one of the following: 4.4.1 Shirt/blouse 4.4.2 Vest 4.4.3 Cap 4.5 No one except authorized employees of the Contractor is allowed on the premises of Maricopa County. Contractor’s employees are NOT to be accompanied in their work area by acquaintances, family members, assistants, or any other person unless said person is an authorized employee of the Contractor. 4.6 The Contractor shall perform the work in a way to minimize disruption to the no rmal operation of building occupants. Upon completion of work the Contractor shall clean and remove from the job site all debris, materials and equipment associated with the work performed. 4.7 Contractor shall adhere to all regulations, rules, ordinances, and standards set by Federal, State, County, and Municipal governments pertaining to safety on the job site. 5.0 BUILDING SECURITY (KEYS): 5.1 The Contractor may be provided keys to required County Facilities at the discretion of FMD. Keys may be acquired by: 5.2 The Contractor being provided permanent key(s), wherein the Contractor verifies receipt of and accepts responsibility for keys. The keys must be returned at the completion of the work or at the direction of FMD. Keys not returned may cause the County to re-key the ENTIRE building or locations that the set of keys opened with the cost being borne by the Contractor. 5.3 In lieu of or in addition to keys, the Contractor may be provided card access badges at the discretion of FMD. 5.4 The Contractor shall notify FMD wit hin twenty-four (24) hours if any keys are lost, misplaced, stolen or otherwise not within the Contractor’s control. 5.5 Once the Purchase Order is complete, expired, or terminated the Contractor shall immediately return all badges and keys to FMD. 6.0 SALVAGE: Salvage rights shall be evaluated on a project by project basis by the County and shall be determined prior to incorporation in the contractor’s bid price. Salvage rights automatically apply for all work if in the best interest to the County. Salvageable materials without pre-approved contractor salvage rights shall be securely stored and are not to be transported off the site without written permission from Maricopa County. If contractor is given salvage rights, salvageable materials shall be removed dail y. No on site storage of contractor’s salvaged materials will be permitted. 7.0 INVOICES AND PAYMENTS: Invoices are required to contain the following information and should be e-mailed to FMD- ACCOUNTSPAYABLE@MAIL.MARICOPA.GOV. If invoices cannot be e-mailed, U.S. Mail is Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 50 SERIAL 16154-RFP acceptable to Maricopa County Facilities Management, Accounts Payable, 401W. Jefferson, Phoenix, Arizona 85003. 7.1 Company name, address and contact information 7.2 County bill-to name and contact/requestor information 7.3 Building Name and Building Number 7.4 Contract Serial Number or 7.5 County purchase order number 7.6 Maximo (FMD) service call number 7.7 Invoice number and date 7.8 Date of service or delivery 7.9 Description of Purchase (services performed) 7.10 Labor breakdown: rate per hour x no. of hours by personnel type (time & materials) 7.11 Material breakdown: itemized parts list to contain unit price x quantity, in dicating mark-ups as contracted (time & materials) 7.12 Arrival and completion time 7.13 Total Amount Due with tax amounts separated. Must also clearly indicate the tax rate being applied 7.14 Payment Terms: For Time & Material work, Contractor(s) must provide, all equipment, expendable shop supplies (rags, cleaners, solvents, gasses, etc.), miscellaneous parts (scre ws, bolts nuts, small items etc.), tools, etc. necessary to perform all the required services. Only if applicable, contractor(s) are allowed a one-time Misc. Shop fee charge of up to $25.00 per work order to cover these type of expenses. Anything beyond the $25 limit, will be provided at the contractor’s own expense. 8.0 CONTRACTOR EMPLOYEE BACKGROUND CHECK: A background check is required for all Contractor employees providing services to the County. The cost of this service shall be incurred by the County. No Contractor employee may access County property without approval of FMD. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 51 SERIAL 16154-RFP EXHIBIT 6 MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT This Master Intergovernmental Cooperative Purchasing Agreement (“Agreement”) is made between certain governme nt agencies that execute a Lead Public Agency Certificate (collectively, “Lead Public Agencies”) to be appended and made a part hereof and other government agencies (“Participating Public Agencies”) that agree to the terms and conditions hereof through the U.S. Communities registration process and made a part hereof. RECITALS WHEREAS, after a competitive solicitation and selection process by Lead Public Agencies, in compliance with their own policies, procedures, rules and regulations, a number of supplie rs (each, a “Contract Supplier”) have entered into Master Agreements with Lead Public Agencies to provide a variety of goods, products and services based on national and international volumes (herein “Products and Services”); WHEREAS, Master Agreements are made available by Lead Public Agencies through U.S. Communities and provide that Participating Public Agencies may purchase Products and Services on the same terms, conditions and pricing as the Lead Public Agency, subject to any applicable local purchasing ordinances and the laws of the State of purchase; WHEREAS, the parties desire to comply with the requirements and formalities of any intergovernmental cooperative act, if applicable, to the laws of the State of purchase; WHEREAS, the parties hereto desire to conserve resources and reduce procurement cost; WHEREAS, the parties hereto desire to improve the efficiency, effectiveness and economy of the procurement of necessary Products and Services; NOW, THEREFORE, in consideration of the mutual promis es contained in this Agreement, and of the mutual benefits to result, the parties agree as follows: 1. That each party will facilitate the cooperative procurement of Products and Services. 2. That the procurement of Products and Services subject to this Agreem ent shall be conducted in accordance with and subject to the relevant statutes, ordinances, rules and regulations that govern each party’s procurement practices. 3. That the cooperative use of solicitations obtained by a party to this Agreement shall be in accordance with the terms and conditions of the solicitation, except as modification of those terms and conditions is otherwise allowed or required by applicable law. 4. That the Lead Public Agencies will make available, upon reasonable request and subject t o convenience, information which may assist in improving the effectiveness, efficiency and economy of Participating Public Agencies’ procurement of Products and Services. 5. That the Participating Public Agency will make timely payments to the Contract Suppl ier for Products and Services received in accordance with the terms and conditions of the procurement. Payment, inspections and acceptance of Products and Services ordered by the Participating Public Agency shall be the exclusive obligation of such Partic ipating Public Agency. Disputes between the Participating Public Agency and Contract Supplier are to be resolved in accord with the law and venue rules of the State of purchase. 6. The Participating Public Agency shall not use this Agreement as a method for obtaining additional concessions or reduced prices for similar products or services. 7. The Participating Public Agency is solely responsible for ordering, accepting, and paying and any other action, inaction or decision regarding the Products and Services obtained under this Agreement. A Lead Public Agency shall not be liable in any manner for any action or inaction or decisions taken by a Participating Public Agency. The Participating Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 52 SERIAL 16154-RFP Public Agency shall, to the extent permitted by applicable law, hold the Lead Public Agency harmless from any liability that may arise from action or inaction of the Participating Public Agency. 8. The exercise of any rights or remedies by the Participating Public Agency shall be the exclusive obligation of such Participating Public Agency. 9. This Agreement shall remain in effect until termination by a party giving thirty (30) days prior written notice to U.S. Communities at 2999 Oak Road, Suite 710, Walnut Creek, CA 94597. 10. This Agreement shall become effective after execution of the Lead Public Agency Certificate or Participating Public Agency registration, as applicable. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 53 SERIAL 16154-RFP EXHIBIT 7 ADMINISTRATION AGREEMENT This ADMINISTRATION AGREEMENT (“Agreement”) is made as of ________________, by and between U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE (“U.S. Communities”) and _______________________ (“Supplier”). RECITALS WHEREAS, (“Lead Public Agency”) has entered into a certain Master Agreement dated as of even date herewith, referenced as Agreement No. _______, by and between Lead Public Agency and Supplier (as amended from time to time in accordance with the terms thereof, the “Master Agreement”) for the purchase of ___________________ (the “Products and Services”); WHEREAS, the Master Agreement provides that any state, county, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution (including community colleges, colleges and universities, both public and private), other government ag ency or nonprofit organization (each a “Public Agency” and collectively, “Public Agencies”) may purchase Products and Services at the prices indicated in the Master Agreement upon prior registration with U.S. Communities, in which case the Public Agency becomes a “Participating Public Agency”; WHEREAS, U.S. Communities has the administrative and legal capacity to administer purchases under the Master Agreement to Participating Public Agencies; WHEREAS, U.S. Communities serves as the administrative agent for Lead Public Agency and other lead public agencies in connection with other master agreements offered by U.S. Communities; WHEREAS, Lead Public Agency desires U.S. Communities to proceed with administration of the Master Agreement on the same basis as other master agreements; WHEREAS, “U.S. Communities Government Purchasing Alliance” is a trade name licensed by U.S. Communities Purchasing & Finance Agency; and WHEREAS, U.S. Communities and Supplier desire to enter into this Agreement to make avai lable the Master Agreement to Participating Public Agencies. NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, U.S. Communities and Supplier hereby agree as follows: ARTICLE I GENERAL TERMS AND CONDITIONS 1.1 The Master Agreement, attached hereto as Exhibit A and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. 1.2 U.S. Communities shall be afforded all of the rights, privileges and indemnifications afforded to Lead Public Agency under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to U.S. Communities under this Agreement including, without limitation, Supplier’s obligation to provide insurance and certain indemnifications to Lead Public Agency. 1.3 Supplier shall perform all duties, responsibilities and obligat ions required under the Master Agreement in the time and manner specified by the Master Agreement. 1.4 U.S. Communities shall perform all of its duties, responsibilities and obligations as administrator of purchases under the Master Agreement as set forth herein, and Supplier acknowledges that U.S. Communities shall act in the capacity of administrator of purchases under the Master Agreement. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 54 SERIAL 16154-RFP 1.5 With respect to any purchases made by Lead Public Agency or any Participating Public Agency pursuant to the Master Agreement, U.S. Communities (a) shall not be construed as a dealer, re-marketer, representative, partner, or agent of any type of Supplier, Lead Public Agency or such Participating Public Agency, (b) shall not be obligated, liable or responsible (i) for any orders made by Lead Public Agency, any Participating Public Agency or any employee of Lead Public Agency or a Participating Public Agency under the Master Agreement, or (ii) for any payments required to be made with respect to such order, and (c) shall not be obligated, liable or responsible for any failure by a Participating Public Agency to (i) comply with procedures or requirements of applicable law, or (ii) obtain the due authorization and approval necessary to purchase under the Master Agreement. U.S. Communities makes no representations or guaranties with respect to any minimum purchases required to be made by Lead Public Agency, any Participating Public Agency, or any employee of Lead Public Agency or a Participating Public Agency under this Agreement or the Master Agreement. ARTICLE II TERM OF AGREEMENT 2.1 This Agreement is effective as of ____________________ and shall terminate upon termination of the Master Agreement or any earlier termination in accordance with the terms of this Ag reement, provided, however, that the obligation to pay all amounts owed by Supplier to U.S. Communities through the termination of this Agreement and all indemnifications afforded by Supplier to U.S. Communities shall survive the term of this Agreement. ARTICLE III REPRESENTATIONS AND COVENANTS 3.1 U.S. Communities views the relationship with Supplier as an opportunity to provide benefits to both Public Agencies and Supplier. The successful foundation of the relationship requires certain representation s and covenants from both U.S. Communities and Supplier. 3.2 U.S. Communities’ Representations and Covenants. (a) Marketing. U.S. Communities shall proactively market the Master Agreement to Public Agencies using resources such as a network of majo r sponsors including the National League of Cities (NLC), National Association of Counties (NACo), United States Conference of Mayors (USCM), and the Association of School Business Officials (ASBO) (collectively, the “Founding Co-Sponsors”) and individual state-level sponsors. In addition, the U.S. Communities staff shall enhance Supplier’s marketing efforts through meetings with Public Agencies, participation in key events and tradeshows and by providing online tools to Supplier’s sales force. (b) Training and Knowledge Management Support. U.S. Communities shall provide support for the education, training and engagement of Supplier’s sales force as provided herein. Through its staff (each, a “Program Manager” and collectively, the “Program Managers”), U.S. Communities shall conduct training sessions with Supplier and shall conduct calls jointly with Supplier to Public Agencies. U.S. Communities shall also provide Supplier with access to U.S. Communities’ private intranet website which provides present ations, documents and information to assist Supplier’s sales force in effectively promoting the Master Agreement. 3.3 Supplier’s Representations and Covenants. Supplier hereby represents and covenants as follows in order to ensure that Supplier is pro viding the highest level of public benefit to Participating Public Agencies (such representations and covenants are sometimes referred to as “Supplier’s Commitments” and are comprised of the Corporate Commitment, Pricing Commitment, Economy Commitment and Sales Commitment): (a) Corporate Commitment. (i) The pricing, terms and conditions of the Master Agreement shall, at all times, be Supplier’s primary contractual offering of Products and Services to Public Agencies. All of Supplier’s direct and indirect marketing and sales efforts to Public Agencies shall demonstrate that the Master Agreement is Supplier’s primary offering and not just one of Supplier’s contract options. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 55 SERIAL 16154-RFP (ii) Supplier’s sales force (including inside, direct and/or authorized dealers, distributors and representatives) shall always present the Master Agreement when marketing Products or Services to Public Agencies. (iii) Supplier shall advise all Public Agencies that are existing customers of Supplier as to the pricing and other value offered through the Master Agreement. (iv) Upon authorization by a Public Agency, Supplier shall transition such Public Agency to the pricing, terms and conditions of the Master Agreement. (v) Supplier shall ensure that the U.S. Communities program and the Master Agreement are actively supported by Supplier’s senior executive management. (vi) Supplier shall provide a national/senior management level representative with the authority and responsibility to ensure that the Supplier’s Comm itments are maintained at all times. Supplier shall also designate a lead referral contact person who shall be responsible for receiving communications from U.S. Communities concerning new Participating Public Agency registrations and for ensuring timely follow-up by Supplier’s staff to requests for contact from Participating Public Agencies. Supplier shall also provide the personnel necessary to implement and support a supplier -based internet web page dedicated to Supplier’s U.S. Communities program and linked to U.S. Communities’ website and shall implement and support such web page. (vii) Supplier shall demonstrate in its procurement solicitation response and throughout the term of the Master Agreement that national/senior management fully supports the U.S. Communities program and its commitments and requirements. National/Senior management is defined as the executive(s) with companywide authority. (viii) Where Supplier has an existing contract for Products and Services with a state, Supplier shall notify the state of the Master Agreement and transition the state to the pricing, terms and conditions of the Master Agreement upon the state’s request. Regardless of whether the state decides to transition to the Master Agreement, Supplier shall primarily offer the Master Agreement to all Public Agencies located within the state. (b) Pricing Commitment. (i) Supplier represents to U.S. Communities that the pricing offered under the Master Agreement is the lowest overall available pricing (net to purchaser) on Products and Services that it offers to Public Agencies. Supplier’s pricing shall be evaluated on either an overall project basis or the Public Agency’s actual usage for more frequently purchased Products and Services. (ii) Contracts Offering Lower Prices. If a pre-existing contract and/or a Public Agency’s unique buying pattern provide one or more Public Agencies a lower price than that offered under the Master Agreement, Supplier shall match that lower pricing under the Master Agree ment and inform the eligible Public Agencies that the lower pricing is available under the Master Agreement. If an eligible Public Agency requests to be transitioned to the Master Agreement, Supplier shall do so and report the Public Agency’s purchases made under the Master Agreement going forward. The price match only applies to the eligible Public Agencies. Below are three examples of Supplier’s obligation to match the pricing under Supplier’s contracts offering lower prices. (A) Supplier holds a state contract with lower pricing that is available to all Public Agencies within the state. Supplier would be required to match the lower state pricing under the Master Agreement and make it available to all Public Agencies within the state. (B) Supplier holds a regional cooperative contract with lower pricing that is available only to the ten cooperative members. Supplier would be required to match the lower cooperative pricing under the Master Agreement and make it available to the ten cooperative members. (C) Supplier holds a contract with an individual Public Agency. The Public Agency contract does not contain any cooperative language and therefore other Public Agencies are not eligible to utilize the contract. Supplier would be required to match the lower pricing under the Master Agreement and make it available only to the individual Public Agency. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 56 SERIAL 16154-RFP (iii) Deviating Buying Patterns. Occasionally U.S. Communities and Supplier may interact with a Public Agency that has a buying pattern or terms and conditions that considerably deviate from the normal Public Agency buying pattern and terms and conditions, and causes Supplier’s pricing under the Master Agreement to be higher than an alternative contract held by Supplier. This could be created by a unique end-user preference or requirements. In the event that this situation occurs, Supplier may address the issue by lowering the price under the Master Agreement on the item(s) causing the large deviation for that Public Agency. Supplier would not be required to lower the price for other Public Agencies. (iv) Supplier’s Options in Responding to a Third Party Procurement Solicitation. While it is the objective of U.S. Communities to encourage Public Agencies to piggyback on to the Master Agreement rather than issue their own procurement solicitations, U.S. Communities recognizes that for various reasons some Public Agencies will issue their own solicitations. The following options are available to Supplier when responding to a Public Agency solicitation: (A) Supplier may opt not to respond to the procurement solicitation. Supplier may make the Master Agreement available to the Public Agency as a comparison to its solicitation responses. (B) Supplier may respond with the pricing, terms and conditions of the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement. (C) If competitive conditions require pricing lower than the standard Master Agreement pricing, Supplier may submit lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement. Supplier would not be required to extend the lower price to other Public Agencies. (D) Supplier may respond to the procurement solicitation with pricing that is higher (net to buyer) than the pricing offered under the Master Agreement. If awarded a contract, Supplier shall still be bound by all obligations set forth in this Section 3.3, including, without limitation, the requirement to continue to advise the awarding Public Agency of the pricing, terms and conditions of the Master Agreement. (E) Supplier may respond to the procurement solicitation with pricing that is higher (net to buyer) than the pricing offered under the Master Agreement and if an alternative response is permitted, Supplier may offer the pricing under the Master Agreement as an alternative for consideration. (c) Economy Commitment. Supplier shall demonstrate the benefits, including the pricing advantage, of the Master Agreement over alternative options, including competitive solicitation pricing and shall proactively offer the terms and pricing under the Master Agreement to Public Agencies as a more effective alternative to the cost and time associated with such alternate bids and solicitations. (d) Sales Commitment. Supplier shall market the Master Agreement through Supplier’s sales force or dealer network that is properly trained, engaged and committed to offering the Master Agreement as Supplier’s primary offering to Public Agencies. Supplier’s sales force compensation and incentives shall be greater than or equal to the compensation and incentives earned under other contracts to Public Agencies. (i) Supplier Sales. Supplier shall be responsible for proactive direct sales of Supplier’s Products and Services to Public Agencies and the timely follow-up to sales leads identified by U.S. Communities. Use of product catalogs, targeted advertising, direct mail and other sales initiatives are encouraged. All of Supplier’s sales materials targeted towards Public Agencies shall include the U.S. Communities logo. U.S. Communities hereby grants to Supplier, during the term of this Agreement, a non -exclusive, revocable, non- transferable, license to use the U.S. Communities name, trademark, and logo solely to perform its obligations under this Agreement, and for no other purpose. Any goodwill, rights, or benefits derived from Supplier's use of the U.S. Communities name, trademark, or logo shall inure to the benefit of U.S. Communities. U.S. Communities shall provide Supplier with its logo and the standards to be employed in the use of the logo. During the term of the Agreement, the Supplier shall provide U.S. Communities wi th its logo and the standards to be employed in the use of the logo for purposes of reproducing and using Supplier’s name and logo in connection with the advertising, Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 57 SERIAL 16154-RFP marketing and promotion of the Master Agreement to Public Agencies. Supplier shall assist U.S. Communities by providing camera-ready logos and by participating in related trade shows and conferences. At a minimum, Supplier's sales initiatives shall communicate that (i) the Master Agreement was competitively solicited by the Lead Public Agency, (ii) the Master Agreement provides the best government pricing, (iii) there is no cost to Participating Public Agencies, and (iv) the Master Agreement is a non-exclusive contract. (ii) Branding and Logo Compliance. Supplier shall be responsible for complying with the U.S. Communities branding and logo standards and guidelines. Prior to use by Supplier, all U.S. Communities related marketing material must be submitted to U.S. Communities for review and approval. (iii) Sales Force Training. Supplier shall train its national sales force on the Master Agreement and U.S. Communities program. U.S. Communities shall be available to train regional or district managers and generally assist with the education of sales personnel. (iv) Participating Public Agency Access. Supplier shall establish the following communication links to facilitate customer access and communication: (A) A dedicated U.S. Communities internet web-based homepage containing: (1) U.S. Communities standard logo with Founding Co- Sponsors logos; (2) Copy of original procurement solicitation; (3) Copy of Master Agreement including any amendments; (4) Summary of Products and Services pricing; (5) Electronic link to U.S. Communities’ online registration page; and (6) Other promotional material as requested by U.S. Communities. (B) A dedicated toll-free national hotline for inquiries regarding U.S. Communities. (C) A dedicated email address for general inquiries in the following format: uscommunities@(name of supplier).com. (v) Electronic Registration. Supplier shall be responsible for ensuring that each Public Agency has completed U.S. Communities’ online registration process prior to processing the Public Agency’s first sales order. (vi) Supplier’s Performance Review. Upon request by U.S. Communities, Supplier shall participate in a performance review meeting with U.S. Communities to evaluate Supplier’s performance of the covenants set forth in this Agreement. (vii) Supplier Content. Supplier may, from time to time, provide certain graphics, media, and other content to U.S. Communities (collectively "Supplier Content") for use on U.S. Communities websites and for general marketing and publicity purposes. During the term of the Agreement, Supplier hereby grants to U.S. Communities and its affiliates a non-exclusive, worldwide, free, transferrable, license to reproduce, modify, distribute, publically perform, publically display, and use Supplier Content in connection with U.S. Communities websites and for general marketing and publicity purposes, with the right to sublicense each and every such right. Supplier warrants that: (a) Supplier is the owner of or otherwise has the unrestricted right to grant the rights in and to Supplier Content as contemplated hereunder; and (b) the use of Supplier Content and any other materials or services provided to U.S. Communities as contemplated hereunder will not violate, infringe, or misappropriate the intellectual property rights or other rights of any third party 3.4 Breach of Supplier’s Representations and Covenants. The representations and covenants set forth in this Agreement are the foundation of the relationship between U.S. Communities and Supplier. If Supplier is found to be in violation of, or non-compliance with, one or more of the representations and covenants set forth in this Agreement, Supplier shall have ninety (90) days from the notice of default to cure such violation or non - Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 58 SERIAL 16154-RFP compliance and, if Supplier fails to cure such violation or non-compliance within such notice period, it shall be deemed a cause for immediate termination of the Master Agreement at Lead Public Agency’s sole discretion or this Agreement at U.S. Communities’ sole discretion. 3.5 Indemnity. Supplier hereby agrees to indemnify and defend U.S. Communities, and its parent companies, subsidiaries, affiliates, shareholders, member, manager, officers, directors, employees, agents, and representatives from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney's fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of any of Supplier's representations, warranti es, or covenants in this Agreement. ARTICLE IV PRICING AUDITS 4.1 Supplier shall, at Supplier’s sole expense, maintain an accounting of all purchases made by Lead Public Agency and Participating Public Agencies under the Master Agreement. U.S. Communities and Lead Public Agency each reserve the right to audit the accounting for a period of three (3) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. U.S. Communities shall have the authority to conduct random audits of Supplier’s pricing that is offered to Participating Public Agencies at U.S. Communities’ sole cost and expense. Notwithstanding the foregoing, in the event that U.S. Communities is made aware of any pricing being offered to three (3) or more Participating Public Agencies that is materially inconsistent with the pricing under the Master Agreement, U.S. Communities shall have the ability to conduct a reasonable audit of Supplier’s pricing at Supplier’s sole cost and expense during regular business hours upon reasonable notice. U.S. Communities may conduct the audit internally or may engage a third-party auditing firm on a non-contingent basis. Supplier shall solely be responsible for the cost of the audit up to the first $50,000 and U.S. Communities and Supplier shall each be responsible for fifty percent (50%) of the audit costs that exceed $50,000. In the event of an audit, the requested materials shall be provided in the format and at the location where kept in the ordinary course of business by Supplier. ARTICLE V FEES & REPORTING 5.1 Administrative Fees. Supplier shall pay to U.S. Communities a monthly administrative fee based upon the total sales price of all purchases shipped and billed pursuant to the Master Agreement, excluding taxes, in the amount of two percent (2%) of aggregate purchases made during each calendar month (individually and collectively, “Administrative Fees”). Supplier’s annual sales shall be measured on a calendar year basis. All Administrative Fees shall be payable in U.S. Dollars and shall be made by wire to U.S. Communities, or its designee or trustee as may be directed in writing by U.S. Communities. Administrative Fees shall be due and payable within thirty (30) days of the end of each calendar month for purchases shipped and billed during such calendar month. U.S. Communities agrees to pay to Lead Public Agency five percent (5%) of all Administrative Fees received from Supplier to help offset Lead Public Agency’s costs incurred in connection with managing the Master Agreement nationally. 5.2 Sales Reports. Within thirty (30) days of the end of each calendar month, Supplier shall deliver to U.S. Communities an electronic accounting report, in the format prescribed by Exhibit B, attached hereto, summarizing all purchases made under the Master Agreement during such calendar month (“Sales Report”). All purchases indicated in the Sales Report shall be denominated in U.S. Dollars. All purchases shipped and billed pursuant to the Master Agreement for the applicable calendar month shall be included in the Sales Report. U.S. Communities reserves the right upon reasonable advance notice to Supplier to change the prescribed r eport format to accommodate the distribution of the Administrative Fees to its program sponsors and state associations. (a) Monthly Sales Reports shall include all sales reporting under the Master Agreement, and a breakout of Environmental Preferable (Green) sales reporting. Supplier must make reasonable attempts at filling Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 59 SERIAL 16154-RFP in all required information and contact U.S. Communities with a plan to correct any deficiencies of data field population. (b) Submitted reports shall be verified by U.S. Communities against its registration database. Any data that is inconsistent with the registration database shall be changed prior to processing. 5.3 Exception Reporting/Sales Reports Audits. U.S. Communities or its designee may, at its sole discretion, compare Supplier’s Sales Reports with Participating Public Agency records or other sales analysis performed by Participating Public Agencies, sponsors, advisory board members or U.S. Communities staff. If there is a material discrepancy between the Sales Report and such records or sales analysis as determined by U.S. Communities, U.S. Communities shall notify Supplier in writing and Supplier shall have thirty (30) days from the date of such notice to resolve the discrepancy to U.S. Communities’ reasonable sati sfaction. Upon resolution of the discrepancy, Supplier shall remit payment to U.S. Communities’ trustee within fifteen (15) calendar days. Any questions regarding an exception report should be directed to U.S. Communities in writing to reporting@uscommunities.org. If Supplier does not resolve the discrepancy to U.S. Communities’ reasonable satisfaction within thirty (30) days, U.S. Communities shall have the right to engage outside services to conduct an independent audit of Supplier’s reports. Supplier shall solely be responsible for the cost of the audit up to the first $50,000 and U.S. Communities and Supplier shall each be responsible for fifty percent (50%) of the audit costs that exceed $50,000. 5.4 Online Reporting. Within sixty (60) days of the end of each calendar quarter, U.S. Communities shall provide online reporting to Supplier containing Supplier’s sales reporting for such calendar quarter. Supplier shall contact U.S. Communities within fifteen (15) days of receiving notification of the online reporting and report to U.S. Communities any concerns or disputes regarding the reports, including but not limited to concerns regarding the following: Report Name Follow up with U.S. Communities 5 Qtr Drop Sales Analysis Financial & Reporting Manager Zero States Sales Report Program Manager Registered Agency Without Sales Report Program Manager Supplier shall have access to the above reports through the U.S. Communities intranet website. The following additional reports are also available to Supplier and are useful in resolving reporting issues and enabling Supplier to better manage its Master Agreement: (i) Agency Sales by Population/Enrollment Report (ii) Hot Prospect Sales Report (iii) New Lead Sales Report (iv) State Comparison Sales Report (v) Advisory Board Usage Report (vi) Various Agency Type Comparison Reports (vii) Sales Report Builder 5.5 Supplier’s Failure to Provide Reports or Pay Administrative Fees . Failure to provide a Sales Report or pay Administrative Fees within the time and in the manner specified herein shall be regarded as a material breach under this Agreement and if not cured within thirty (30) days of written notice to Supplier, shall be deemed a cause for termination of the Master Agreement at Lead Public Agency’s sole discretion or this Agreement at U.S. Communities’ sole discretion. All Administrative Fees not paid within thirty (30) days of the end of the previous calendar month shall bear interest at the rate of one and one-half percent (1.5%) per month until paid in full. ARTICLE VI MISCELLANEOUS 6.1 Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained herein shall be valid or binding. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 60 SERIAL 16154-RFP 6.2 Attorney’s Fees. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs in addition to any other relief to which such party may be entitled. 6.3 Assignment. (a) Supplier. Neither this Agreement nor any rights or obligations hereunder shall be assignable by Supplier without prior written consent of U.S. Communities, and any assignment without such consent shall be void. (b) U.S. Communities. This Agreement and any rights or obligations hereunder may be assigned by U.S. Communities in U.S. Communities’ sole discretion, to an existing or newly established legal entity that has the authority and capacity to perform U.S. Communities’ obligations hereunder. 6.4 Notices. All reports, notices or other communications given hereunder shall be d elivered by first- class mail, postage prepaid, or overnight delivery requiring signature on receipt to the addresses as set forth below. U.S. Communities may, by written notice delivered to Supplier, designate any different address to which subsequent reports, notices or other communications shall be sent. U.S. Communities: U.S. Communities 2999 Oak Road, Suite 710 Walnut Creek, California 94597 Attn: Program Manager Administration Supplier: ________________________________ ________________________________ ________________________________ ________________________________ Attn: U.S. Communities Program Manager 6.5 Severability. If any provision of this Agreement shall be deemed to be, or shall in fac t be, illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever. 6.6 Waiver. Any failure of a party to enforce, for any period of time, any of the provisions under this Agreement shall not be construed as a waiver of such provisions or of the right of said party thereafter to enforce each and every provision under this Agreement. 6.7 Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 6.8 Modifications. This Agreement may not be effectively amended, changed, modified, altered or terminated without the prior written consent of the parties hereto. 6.9 Governing Law; Arbitration. This Agreement will be governed by and interpreted in accordance with the laws of the State of California without regard to any conflict of laws principles. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this dispute resolution clause, shall be determined by arbitration in Walnut Creek, California, before one (1) arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The prevailing party will be entitled to recover its reasonable attorneys' fees and arbitration costs from the other party. The arbitration award shall be final and binding. Each party commits that prior to commencement of arbitration proceedings, the parties shall submit the dispute to JAMS for mediation. The parties will cooperate with JAMS and with one another in s electing a mediator from JAMS panel of neutrals, and in promptly scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. The mediation will be conducted by each party designating a duly authorized officer or other representative to represent the party with the authority to bind the party, and that the parties agree to exchange informally such information as is reasonably necessary and relevant to t he issues being mediated. All offers, promises, conduct, and statements, Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 61 SERIAL 16154-RFP whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts, and attorneys, and by the mediator or any JAMS employees, are co nfidential, privileged, and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non -discoverable as a result of its use in the mediation. If the dispute is not resolved within thirty (30) days from the date of the submission of the dispute to mediation (or such later date as the parties may mutually agree in writing), the administration of the arbitration shall proceed. The mediation may continue, if the parties so agree, after the appointment of the arbitrator. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. The pendency of a mediation shall not preclude a party from seeking provisional remedies in aid of the arbitration from a court of appropriate jurisdiction, and the parties agree not to defend against any application for provisional relief on the ground that a mediation is pending. 6.10 Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon U.S. Communities, Supplier and any successor and assign thereto; subject, however, to the limitations contained herein. [Remainder of Page Intentionally Left Blank – Signatures Follow] Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 62 SERIAL 16154-RFP IN WITNESS WHEREOF, U.S. Communities has caused this Agreement to be executed in its name and Supplier has caused this Agreement to be executed in its name, all as of the date first written above. U.S. Communities: U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE By _______________________________ Name: _______________________________ Title: _______________________________ Supplier: _____________________________________ By _______________________________ Name: _______________________________ Title: _______________________________ Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 63 SERIAL 16154-RFP ATTACHMENT A MASTER AGREEMENT (Maricopa County Master Agreement/Contract to be attached at time of award.) Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 64 SERIAL 16154-RFP ATTACHMENT B SALES REPORT FORMAT Appendix B - US (Data Format) TIN Supplier ID Account No.Agency Name Dept Name Address City State Zip Agency Type Year Qtr Month Amount 956000735 160 89518997 CITY OF LA/MGMT EMPL SVCS Purchasing 555 RAMIREZ ST STE 312 LOS ANGELES CA 90012 20 2012 2 5 1525.50 956000222 160 34868035 LOS ANGELES COUNTY Facilities 350 S FIGUEROA ST STE 700 LOS ANGELES CA 90071 30 2012 2 5 1603.64 956000735 160 89496461 CITY OF LA/ENVIRON AFFAIR Purchasing 555 RAMIREZ ST STE 312 LOS ANGELES CA 90012 20 2012 2 5 1625.05 956000735 160 89374835 CITY OF LA/COMMUNITY DEV Purchasing 555 RAMIREZ ST STE 312 LOS ANGELES CA 90012 20 2012 2 5 45090.79 066002010 160 328NA0001053 GROTON TOWN OF PUBLIC WORKS Water 123 A St.GROTON CT 06340 20 2012 2 5 318.00 066001854 160 328NA0001051 GROTON CITY OF Administration 123 A St.GROTON CT 06340 20 2012 2 5 212.00 Column Name Required Data Type Length Example Comment TIN Optional Text 9 956000735 No Dash, Do not omit leading zero. Supplier ID Yes Number 3 111 See Supplier ID Table Below Account No.Optional Text 25 max Agency Name Yes Text 255 max Dept Name Optional Text 255 max Address Yes Text 255 max City Yes Text 255 max Los Angeles Must be a valid City name State Yes Text 2 CA Zip Yes Text 5 90071 No Dash, Do not omit leading zero, Valid zip code Agency Type Yes Number 2 30 See Agency Type Table Below Year Yes Number 4 2010 Qtr Yes Number 1 4 Month Yes Number 2 Amount Yes Number variable 45090.79 Two digit decimal point, no $ sign or commas Agency Type ID Agency Type Description 10 K-12 11 Community College 12 College and University 20 City 21 City Special District 22 Consolidated City/County 30 County 31 County Special District 40 Federal 41 Crown Corporations 50 Housing Authority 80 State Agency 81 Independent Special District 82 Non-Profit 84 Other Agency Type Table Sales Report Template SALES REPORT DATA FORMAT Depends on supplier account no. Los Angeles County Purchasing Dept 12 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 65 SERIAL 16154-RFP EXHIBIT 8 STATE NOTICE ADDENDUM Pursuant to certain state notice provisions the following public agencies and political subdivisions of the referenced public agencies are eligible to access the contract award made pursuant to this solicitation. Public agencies and political subdivisions are hereby given notice of the foregoing request for proposal for purposes of complying with the procedural requirements of said statutes: Nationwide: http://www.usa.gov/Agencies/Local_Government/Cities.shtml Other states: State of Oregon, State of Hawaii, State of Washington State: HI Account Type: HI Counties, Cities, Colleges Hawaii County Honolulu County Kauai County Maui County Kalawao County Aiea Anahola Barbers Point N A S Camp H M Smith Captain Cook Eleele Ewa Beach Fort Shafter Haiku Hakalau Haleiwa Hana Hanalei Hanamaulu Hanapepe Hauula Hawaii National Park Hawaiian Ocean View Hawi Hickam AFB Hilo Holualoa Honaunau Honokaa Honolulu Honomu Hoolehua Kaaawa Kahuku Kahului Kailua Kailua Kona Kalaheo Kalaupapa Kamuela Kaneohe Kapaa Kapaau Kapolei Kaumakani Kaunakakai Kawela Bay Keaau Kealakekua Kealia Keauhou Kekaha Kihei Kilauea Koloa Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 66 SERIAL 16154-RFP Kualapuu Kula Kunia Kurtistown Lahaina Laie Lanai City Laupahoehoe Lawai Lihue M C B H Kaneohe Bay Makawao Makaweli Maunaloa Mililani Mountain View Naalehu Ninole Ocean View Ookala Paauhau Paauilo Pahala Pahoa Paia Papaaloa Papaikou Pearl City Pearl Harbor Pepeekeo Princeville Pukalani Puunene Schofield Barracks Tripler Army Medical Center Volvano Wahiawa Waialua Waianae Waikoloa Wailuku Waimanalo Waimea Waipahu Wake Island Wheeler Army Airfield Brigham Young University - Hawaii Chaminade University of Honolulu Hawaii Business College Hawaii Pacific University Hawaii Technology Institute Heald College - Honolulu Remington College - Honolulu Campus University of Phoenix - Hawaii Campus Hawaii Community College Honolulu Community College Kapiolani Community College Kauai Community College Leeward Community College Maui Community College University of Hawaii at Hilo University of Hawaii at Manoa Windward Community College Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 67 SERIAL 16154-RFP Malama Honua Public Charter School ST JOHN THE BAPTIST Waimanalo Elementary and Intermediate School Kailua High School PACIFIC BUDDHIST ACADEMY HAWAII TECHNOLOGY ACADEMY CONGREGATION OF CHRISTIAN BROTHERS OF HAWAII, INC. MARYKNOLL SCHOOL ISLAND SCHOOL STATE OF HAWAII, DEPT. OF EDUCATION KE KULA O S. M. KAMAKAU KAMEHAMEHA SCHOOLS HANAHAU`OLI SCHOOL KIHEI CHARTER SCHOOL EMMANUAL LUTHERAN SCHOOL School Lunch Program Our Savior Lutheran School BOARD OF WATER SUPPLY MAUI COUNTY COUNCIL Kauai County Council Honolulu Fire Department COUNTY OF MAUI Lanai Community Health Center Maui High Band Booster Club Kumulani Chapel Naalehu Assembly of God outrigger canoe club One Kalakaua Native Hawaiian Hospitality Association St. Theresa School Hawaii Peace and Justice Kauai Youth Basketball Association NA HALE O MAUI LEEWARD HABITAT FOR HUMANITY WAIANAE COMMUNITY OUTREACH NA LEI ALOHA FOUNDATION HAWAII FAMILY LAW CLINIC DBA ALA KUOLA BUILDING INDUSTRY ASSOCIATION OF HAWAII UNIVERSITY OF HAWAII FEDERAL CREDIT UNION LANAKILA REHABILITATION CENTER INC. POLYNESIAN CULTURAL CENTER CTR FOR CULTURAL AND TECH INTERCHNG BETW EAST AND WEST BISHOP MUSEUM ALOCHOLIC REHABILITATION SVS OF HI INC DBA HINA MAUKA ASSOSIATION OF OWNERS OF KUKUI PLAZA MAUI ECONOMIC DEVELOPMENT BOARD NETWORK ENTERPRISES, INC. HONOLULU HABITAT FOR HUMANITY ALOHACARE ORI ANUENUE HALE, INC. IUPAT, DISTRICT COUNCIL 50 GOODWILL INDUSTRIES OF HAWAII, INC. HAROLD K.L. CASTLE FOUNDATION MAUI ECONOMIC OPPORTUNITY, INC. EAH, INC. PARTNERS IN DEVELOPMENT FOUNDATION HABITAT FOR HUMANITY MAUI W. M. KECK OBSERVATORY HAWAII EMPLOYERS COUNCIL HAWAII STATE FCU MAUI COUNTY FCU PUNAHOU SCHOOL YMCA OF HONOLULU EASTER SEALS HAWAII AMERICAN LUNG ASSOCIATION Pohaha I Ka Lani Hawaii Area Committee Tri-Isle RC&D Lanai Federal Credit Union Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 68 SERIAL 16154-RFP Aloha United Way READ TO ME INTERNATIONAL FOUNDATION MAUI FAMILY YMCA WAILUKU FEDERAL CREDIT UNION ST. THERESA CHURCH HALE MAHAOLU West Maui Community Federal Credit Union Hawaii Island Humane Society Western Pacific Fisheries Council Kama'aina Care Inc International Archaeological Research Institute, Inc. Community Empowerment Resources Tutu and Me Traveling Preschool First United Methodist Church AOAO Royal Capitol Plaza Kumpang Lanai Child and Family Service MARINE SURF WAIKIKI, INC. Hawaii Health Connector Hawaii Carpenters Market Recovery Program Fund Puu Heleakala Community Association Saint Louis School Kailua Racquet Club, Ltd. Homewise Inc. Hawaii Baptist Academy Kroc Center Hawaii Kupu University of the Nations ARGOSY UNIVERSITY HAWAII PACIFIC UNIVERSITY UNIVERSITY OF HAWAII AT MANOA RESEARCH CORPORATION OF THE UNIVERSITY OF HAWAII BRIGHAM YOUNG UNIVERSITY - HAWAII University Clinical Research and Association CHAMINADE UNIVERSITY OF HONOLULU Ricoh Hawaii Information Consortium Leeward Community Church E Malama In Keiki O Lanai Keawala'i Congregational Church Lanai Community Hospital Angels at Play Preschool & Kindergarten Queen Emma Gardens AOAO Honolulu Community College COLLEGE OF THE MARSHALL ISLANDS DOT Airports Division Hilo International Airport Judiciary - State of Hawaii ADMIN. SERVICES OFFICE SOH- JUDICIARY CONTRACTS AND PURCH STATE DEPARTMENT OF DEFENSE HAWAII CHILD SUPPORT ENFORCEMENT AGENCY HAWAII HEALTH SYSTEMS CORPORATION HAWAII AGRICULTURE RESEARCH CENTER STATE OF HAWAII Third Judicial Circuit - State of Hawaii Office of the Governor CITY AND COUNTY OF HONOLULU Lanai Youth Center US Navy Defense Information System Agency 84th Engineer Battalion Department of Veterans Affairs Central School District 13J (Polk County, Oregon) Milton-Freewater Unified School District No 7 Ontario School District 8C Warrenton Hammond School Columbia Academy VALLEY CATHOLIC SCHL CROOK COUNTY SCHOOL DISTRICT CORBETT SCHL DIST #39 Trinity Lutheran Church and School Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 69 SERIAL 16154-RFP Bethel School District #52 Ppmc Education Committee Stayton Christian School South Columbia Family School Sunrise Preschool St. Therese Parish/School Portland YouthBuilders Wallowa County ESD Fern Ridge School District 28J Knova Learning New Horizon Christian School MOLALLA RIVER ACADEMY HIGH DESERT EDUCATION SERVICE DISTRICT SOUTHWEST CHARTER SCHOOL WHITEAKER MONTESSORI SCHOOL CASCADES ACADEMY OF CENTRAL OREGON NEAH-KAH-NIE DISTRICT NO.56 INTER MOUNTAIN ESD STANFIELD SCHOOL DISTRICT LA GRANDE SCHOOL DISTRICT CASCADE SCHOOL DISTRICT DUFUR SCHOOL DISTRICT NO.29 hillsboro school district GASTON SCHOOL DISTRICT 511J BEAVERTON SCHOOL DISTRICT COUNTY OF YAMHILL SCHOOL DISTRICT 29 WILLAMINA SCHOOL DISTRICT MCMINNVILLE SCHOOL DISTRICT NO.40 Sheridan School District 48J THE CATLIN GABEL SCHOOL NORTH WASCO CTY SCHOOL DISTRICT 21 - CHENOWITH CENTRAL CATHOLIC HIGH SCHOOL CANYONVILLE CHRISTIAN ACADEMY OUR LADY OF THE LAKE SCHOOL NYSSA SCHOOL DISTRICT NO. 26 ARLINGTON SCHOOL DISTRICT NO. 3 LIVINGSTONE ADVENTIST ACADEMY Santiam Canyon SD 129J WEST HILLS COMMUNITY CHURCH BANKS SCHOOL DISTRICT WILLAMETTE EDUCATION SERVICE DISTRICT BAKER COUNTY SCHOOL DIST. 16J - MALHEUR ESD HARNEY EDUCATION SERVICE DISTRICT GREATER ALBANY PUBLIC SCHOOL DISTRICT LAKE OSWEGO SCHOOL DISTRICT 7J SOUTHERN OREGON EDUCATION SERVICE DISTRICT SILVER FALLS SCHOOL DISTRICT St Helens School District DAYTON SCHOOL DISTRICT NO.8 Amity School District 4-J SCAPPOOSE SCHOOL DISTRICT 1J REEDSPORT SCHOOL DISTRICT FOREST GROVE SCHOOL DISTRICT DAVID DOUGLAS SCHOOL DISTRICT LOWELL SCHOOL DISTRICT NO.71 TIGARD-TUALATIN SCHOOL DISTRICT SHERWOOD SCHOOL DISTRICT 88J RAINIER SCHOOL DISTRICT NORTH CLACKAMAS SCHOOL DISTRICT MONROE SCHOOL DISTRICT NO.1J CHILDPEACE MONTESSORI HEAD START OF LANE COUNTY HARNEY COUNTY SCHOOL DIST. NO.3 NESTUCCA VALLEY SCHOOL DISTRICT NO.101 ARCHBISHOP FRANCIS NORBERT BLANCHET SCHOOL LEBANON COMMUNITY SCHOOLS NO.9 MT.SCOTT LEARNING CENTERS SEVEN PEAKS SCHOOL DE LA SALLE N CATHOLIC HS MULTISENSORY LEARNING ACADEMY MITCH CHARTER SCHOOL REALMS CHARTER SCHOOL BAKER SCHOOL DISTRICT 5-J PHILOMATH SCHOOL DISTRICT CLACKAMAS EDUCATION SERVICE DISTRICT Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 70 SERIAL 16154-RFP CANBY SCHOOL DISTRICT OREGON TRAIL SCHOOL DISTRICT NO.46 WEST LINN WILSONVILLE SCHOOL DISTRICT MOLALLA RIVER SCHOOL DISTRICT NO.35 ESTACADA SCHOOL DISTRICT NO.108 GLADSTONE SCHOOL DISTRICT ASTORIA SCHOOL DISTRICT 1C SEASIDE SCHOOL DISTRICT 10 NORTHWEST REGIONAL EDUCATION SERVICE DISTRICT VERNONIA SCHOOL DISTRICT 47J SOUTH COAST EDUCATION SERVICE DISTRICT COOS BAY SCHOOL DISTRICT NO.9 COOS BAY SCHOOL DISTRICT NORTH BEND SCHOOL DISTRICT 13 COQUILLE SCHOOL DISTRICT 8 MYRTLE POINT SCHOOL DISTRICT NO.41 BANDON SCHOOL DISTRICT BROOKING HARBOR SCHOOL DISTRICT NO.17-C REDMOND SCHOOL DISTRICT DESCHUTES COUNTY SD NO.6 - SISTERS SD DOUGLAS EDUCATION SERVICE DISTRICT ROSEBURG PUBLIC SCHOOLS GLIDE SCHOOL DISTRICT NO.12 SOUTH UMPQUA SCHOOL DISTRICT #19 YONCALLA SCHOOL DISTRICT NO.32 ELKTON SCHOOL DISTRICT NO.34 DOUGLAS COUNTY SCHOOL DISTRICT 116 HOOD RIVER COUNTY SCHOOL DISTRICT PHOENIX-TALENT SCHOOL DISTRICT NO.4 CENTRAL POINT SCHOOL DISTRICT NO. 6 JACKSON CO SCHOOL DIST NO.9 ROGUE RIVER SCHOOL DISTRICT NO.35 MEDFORD SCHOOL DISTRICT 549C CULVER SCHOOL DISTRICT NO. JEFFERSON COUNTY SCHOOL DISTRICT 509-J GRANTS PASS SCHOOL DISTRICT 7 LOST RIVER JR/SR HIGH SCHOOL KLAMATH FALLS CITY SCHOOLS LANE COUNTY SCHOOL DISTRICT 4J SPRINGFIELD SCHOOL DISTRICT NO.19 CRESWELL SCHOOL DISTRICT SOUTH LANE SCHOOL DISTRICT 45J3 LANE COUNTY SCHOOL DISTRICT 69 SIUSLAW SCHOOL DISTRICT SWEET HOME SCHOOL DISTRICT NO.55 LINN CO. SCHOOL DIST. 95C - SCIO SD ONTARIO MIDDLE SCHOOL GERVAIS SCHOOL DIST. #1 NORTH SANTIAM SCHOOL DISTRICT 29J JEFFERSON SCHOOL DISTRICT SALEM-KEIZER PUBLIC SCHOOLS MT. ANGEL SCHOOL DISTRICT NO.91 MARION COUNTY SCHOOL DISTRICT 103 - WASHINGTON ES MORROW COUNTY SCHOOL DISTRICT MULTNOMAH EDUCATION SERVICE DISTRICT GRESHAM-BARLOW SCHOOL DISTRICT DALLAS SCHOOL DISTRICT NO. 2 CENTRAL SCHOOL DISTRICT 13J St. Mary Catholic School CROSSROADS CHRISTIAN SCHOOL ST. ANTHONY SCHOOL Pedee School HERITAGE CHRISTIAN SCHOOL BEND-LA PINE SCHOOL DISTRICT GLENDALE SCHOOL DISTRICT LINCOLN COUNTY SCHOOL DISTRICT PORTLAND PUBLIC SCHOOLS REYNOLDS SCHOOL DISTRICT CENTENNIAL SCHOOL DISTRICT NOBEL LEARNING COMMUNITIES St. Stephen's Academy McMinnville Adventist Christian School Salem-Keizer 24J Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 71 SERIAL 16154-RFP McKay High School Pine Eagle Charter School Waldo Middle School OAKLAND SCHOOL DISTRICT 001 hermiston school district Clear Creek Middle School Marist High School Victory Academy Vale School District No. 84 St. Mary School Junction City High School Three Rivers School District Fern Ridge School District JESUIT HIGH SCHL EXEC OFC LASALLE HIGH SCHOOL Southwest Christian School Willamette Christian School Westside Christian High School CS LEWIS ACADEMY Portland America School Forest Hills Lutheran School Mosier Community School Koreducators Lep High Warrenton Hammond School District Sutherlin School District Malheur Elementary School District Ontario School District Parkrose School District 3 Riverdale School District 51J Tillamook School District Madeleine School Union School District Helix School District Riddle School District Molalla River School District Corvallis School District 509J Falls City School District #57 Portland Christian Schools LUCKIAMUTE VALLEY CHARTER SCHOOLS Deer Creek Elementary School Yamhill Carlton School District HARRISBURG SCHL DIST CENTRAL CURRY SCHL DIST#1 BNAI BRITH CAMP OREGON FOOD BANK HOSANNA CHRISTIAN SCHL ABIQUA SCHL Salem keizar school district Athena Weston School District 29RJ Butte Falls School District Bend International School Imbler School District #11 monument school PENDLETON SCHOOL DISTRICT #16R Ohara Catholic School Reynolds High School St. Paul School District Sabin-Schellenberg Technical Center St Paul Parish School Joseph School District EagleRidge High School Grant Community School Hope chinese charter Northwest Academy Sunny Wolf Charter School MCKENZIE SCHOOL DISTRICT 068 L'Etoiile French Immersion School LA GRANDE SCHOOL DISTRICT 001 Marist Catholic High School Springfield Public Schools Elgin school dist. PLEASANT HILL SCH DIST #1 Ukiah School District 80R Lake Oswego Montessori School North Powder Charter School Siletz Valley School French American School Mastery Learning Institute North Lake School District 14 Early College High School GILLIAM COUNTY OREGON UMATILLA COUNTY, OREGON DOUGLAS ELECTRIC COOPERATIVE, INC. MULTNOMAH LAW LIBRARY clackamas county Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 72 SERIAL 16154-RFP CLATSOP COUNTY COLUMBIA COUNTY, OREGON coos county CROOK COUNTY ROAD DEPARTMENT CURRY COUNTY OREGON DESCHUTES COUNTY GILLIAM COUNTY GRANT COUNTY, OREGON HARNEY COUNTY SHERIFFS OFFICE HOOD RIVER COUNTY jackson county josephine county klamath county LANE COUNTY LINN COUNTY MARION COUNTY , SALEM, OREGON MULTNOMAH COUNTY SHERMAN COUNTY WASCO COUNTY YAMHILL COUNTY WALLOWA COUNTY ASSOCIATION OF OREGON COUNTIES NAMI LANE COUNTY BENTON COUNTY DOUGLAS COUNTY JEFFERSON COUNTY LAKE COUNTY LINCOLN COUNTY POLK COUNTY UNION COUNTY WASHINGTON COUNTY MORROW COUNTY Mckenzie Personnel Services Washington County Facilities & Park Services Multnomah County Department of Community Justice NORCOR Juvenile Detention Tillamook County Estuary Job Council BAKER CNTY GOVT TILLAMOOK CNTY Multnomah County Dept of County Assets Wheeler County Resource Connections of Oregon Lane County Sheriff's Office Clatsop County Sheriff's Office Harney County Community Corrections Clackamas County Juvenile Dept Columbia Basin Care Facility City of Seaside Police Department Tamarack Aquatic Center Seven Feathers Casino Oliver P Lent PTA Willamette Valley Rehab Center St Paul Baptist Church Long Tom Watershed Council San Martin Deporres Catholic Church Portland Parks Foundation Sweet Home United Methodist Church Cedar Hills Baptist Church Good Samaritan Ministries Unitarian Universalist Church in Eugene Emmanuel Bible Church La Pine Chamber of Commerce Klamath Siskiyou Wildlands Center Farmworkers Housing Development Corporation World Forestry Center Oregon Farm Bureau Mt Emily Safe Center Salem First Presbyterian Church Rolling Hills Baptist Church Baker Elks Gates Community Church of Christ PIP Corps LLC Turtle Ridge Wildlife Center Grande Ronde Model Watershed Foundation Western Environmental Law Center Oregon District 7 Little League Mercy Flights, Inc. Metropolitan Contractor Improvement Partnership Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 73 SERIAL 16154-RFP The Christian Church of Hillsboro Oregonb Congregation Neveh Shalom My Fathers House Step Forward Activities Inc HHoly Trinity Greek Orthodox Cathedral MECOP Inc. Workforce Northwest Inc Lane Arts Council Intergral Youth Services Children Center At Trinity Beaverton Christians Church Oregon Humanities St. Pius X School Community Connection of Northeast Oregon, Inc. St Mark Presbyterian Church Living Opportunities, Inc. Coos Art Museum OETC Blanchet House of Hospitality Garten Services Inc Merchants Exchange of Portland, Oregon Coalition for a Livable Future West Salem United Methodist Central Oregon Visitors Association Soroptimist International of Gold Beach, OR Real Life Christian Church Dayton Christian Church Delphian School AVON EPUD-Emerald People's Utility District Human Solutions, Inc. The Wallace Medical Concern Boys & Girls Club of Salem, Marion & Polk Counties The Ross Ragland Theater and Cultural Center Cascade Health Solutions Umpqua Community Health Center ALZHEIMERS NETWORK OF OREGON NATIONAL WILD TURKEY FEDERATION TILLAMOOK ESTUARIES PARTNERSHIP LIFEWORKS NW Independent Development Enterprise Alliance MID-WILLAMETTE VALLEY COMMUNITY ACTION AGENCY, INC HALFWAY HOUSE SERVICES, INC. REDMOND PROFICIENCY ACADEMY OHSU FOUNDATION SHELTERCARE PRINGLE CREEK SUSTAINABLE LIVING CENTER PACIFIC INSTITUTES FOR RESEARCH Mental Health for Children, Inc. The Dreaming Zebra Foundation LAUREL HILL CENTER THE OREGON COMMUNITY FOUNDATION OCHIN WE CARE OREGON SE WORKS ENTERPRISE FOR EMPLOYMENT AND EDUCATION OMNIMEDIX INSTITUTE PORTLAND BUSINESS ALLIANCE GATEWAY TO COLLEGE NATIONAL NETWORK FOUNDATIONS FOR A BETTER OREGON GOAL ONE COALITION ATHENA LIBRARY FRIENDS ASSOCIATION Coastal Family Health Center CENTER FOR COMMUNITY CHANGE STAND FOR CHILDREN ST. VINCENT DEPAUL OF LANE COUNTY EAST SIDE FOURSQUARE CHURCH CORVALLIS MOUNTAIN RESCUE UNIT InventSuccess SHERIDAN JAPANESE SCHOOL FOUNDATION Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 74 SERIAL 16154-RFP The Blosser Center for Dyslexia Resources MOSAIC CHURCH HOUSING AUTHORITY OF LINCOLN COUNTY RENEWABLE NORTHWEST PROJECT INTERNATIONAL SUSTAINABLE DEVELOPMENT FOUNDATION CONSERVATION BIOLOGY INSTITUTE THE NATIONAL ASSOCIATION OF CREDIT MANAGEMENT-OREGON, INC. BLACHLY LANE ELECTRIC COOPERATIVE MORNING STAR MISSIONARY BAPTIST CHURCH NORTHWEST FOOD PROCESSORS ASSOCIATION INDEPENDENT INSURANCE AGENTS AND BROKERS OF OREGON OREGON EDUCATION ASSOCIATION HEARING AND SPEECH INSTITUTE INC SALEM ELECTRIC MORRISON CHILD AND FAMILY SERVICES JUNIOR ACHIEVEMENT CENTRAL BIBLE CHURCH MID COLUMBIA MEDICAL CENTER- GREAT 'N SMALL TRILLIUM FAMILY SERVICES, INC. YWCA SALEM PORTLAND ART MUSEUM SAINT JAMES CATHOLIC CHURCH SOUTHERN OREGON HUMANE SOCIETY VOLUNTEERS OF AMERICA OREGON CENTRAL DOUGLAS COUNTY FAMILY YMCA METROPOLITAN FAMILY SERVICE OREGON MUSUEM OF SCIENCE AND INDUSTRY FIRST UNITARIAN CHURCH ST. ANTHONY CHURCH Good Shepherd Medical Center Salem Academy GEN CONF OF SDA CHURCH WESTERN OR PORTLAND ADVENTIST ACADEMY ST VINCENT DE PAUL OUTSIDE IN UNITED CEREBRAL PALSY OF OR AND SW WA WILLAMETTE VIEW INC. PORTLAND HABILITATION CENTER, INC. OREGON STATE UNIVERSITY ALUMNI ASSOCIATION ROSE VILLA, INC. NORTHWEST LINE JOINT APPRENTICESHIP & TRAINING COMMITTEE BOYS AND GIRLS CLUBS OF PORTLAND METROPOLITAN AREA ROGUE FEDERAL CREDIT UNION Oregon Research Institute WILLAMETTE LUTHERAN HOMES, INC LANE MEMORIAL BLOOD BANK PORTLAND JEWISH ACADEMY LANECO FEDERAL CREDIT UNION GRANT PARK CHURCH ST. MARYS OF MEDFORD, INC. US CONFERENCE OF MENONNITE BRETHREN CHURCHES FAITHFUL SAVIOR MINISTRIES OREGON CITY CHURCH OF THE NAZARENE OREGON COAST COMMUNITY ACTION EDUCATION NORTHWEST COMMUNITY ACTION TEAM, INC. EUGENE SYMPHONY ASSOCIATION, INC. STAR OF HOPE ACTIVITY CENTER INC. SPARC ENTERPRISES SOUTHERN OREGON CHILD AND FAMILY COUNCIL, INC. SALEM ALLIANCE CHURCH Lane Council of Governments FORD FAMILY FOUNDATION TRAILS CLUB NEWBERG FRIENDS CHURCH Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 75 SERIAL 16154-RFP WOODBURN AREA CHAMBER OF COMMERCE CONTEMPORARY CRAFTS MUSEUM AND GALLERY CITY BIBLE CHURCH OREGON LIONS SIGHT & HEARING FOUNDATION PORTLAND WOMENS CRISIS LINE THE SALVATION ARMY - CASCADE DIVISION WILLAMETTE FAMILY WHITE BIRD CLINIC GOODWILL INDUSTRIES OF LANE AND SOUTH COAST COUNTIES PLANNED PARENTHOOD OF SOUTHWESTERN OREGON HOUSING NORTHWEST OREGON ENVIRONMENTAL COUNCIL MEALS ON WHEELS PEOPLE, INC. FAITH CENTER Bob Belloni Ranch, Inc. GOOD SHEPHERD COMMUNITIES SACRED HEART CATHOLIC DAUGHTERS HELP NOW! ADVOCACY CENTER TENAS ILLAHEE CHILDCARE CENTER SUNRISE ENTERPRISES LOOKING GLASS YOUTH AND FAMILY SERVICES SERENITY LANE EAST HILL CHURCH LA GRANDE UNITED METHODIST CHURCH COAST REHABILITATION SERVICES Edwards Center Inc ALVORD-TAYLOR INDEPENDENT LIVING SERVICES NEW HOPE COMMUNITY CHURCH KLAMATH HOUSING AUTHORITY QUADRIPLEGICS UNITED AGAINST DEPENDENCY, INC. SPONSORS, INC. COLUMBIA COMMUNITY MENTAL HEALTH ADDICTIONS RECOVERY CENTER, INC METRO HOME SAFETY REPAIR PROGRAM OREGON SUPPORTED LIVING PROGRAM SOUTH COAST HOSPICE, INC. ALLFOURONE/CRESTVIEW CONFERENCE CTR. The International School REBUILDING TOGETHER - PORTLAND INC. PENDLETON ACADEMIES PACIFIC FISHERY MANAGEMENT COUNCIL DOGS FOR THE DEAF, INC. PUBLIC DEFENDER SERVICES OF LANE COUNTY, INC. EMMAUS CHRISTIAN SCHOOL DELIGHT VALLEY CHURCH OF CHRIST SAINT CATHERINE OF SIENA CHURCH PORT CITY DEVELOPMENT CENTER VIRGINIA GARCIA MEMORIAL HEALTH CENTER CENTRAL CITY CONCERN CANBY FOURSQUARE CHURCH EMERALD PUD VERMONT HILLS FAMILY LIFE CENTER BENTON HOSPICE SERVICE INTERNATIONAL SOCIETY FOR TECHNOLOGY IN EDUCATION COMMUNITY CANCER CENTER OPEN MEADOW ALTERNATIVE SCHOOLS, INC. CASCADIA BEHAVIORAL HEALTHCARE WILD SALMON CENTER BROAD BASE PROGRAMS INC. SUNNYSIDE FOURSQUARE CHURCH TRAINING EMPLOYMENT CONSORTIUM RELEVANT LIFE CHURCH 211INFO SONRISE CHURCH LIVING WAY FELLOWSHIP Women's Safety & Resource Center SEXUAL ASSAULT RESOURCE CENTER Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 76 SERIAL 16154-RFP IRCO NORTHWEST YOUTH CORPS TILLAMOOK CNTY WOMENS CRISIS CENTER SECURITY FIRST CHILD DEVELOPMENT CENTER CLASSROOM LAW PROJECT YOUTH GUIDANCE ASSOC. PREGNANCY RESOUCE CENTERS OF GRETER PORTLAND ELMIRA CHURCH OF CHRIST JASPER MOUNTAIN ACUMENTRA HEALTH WORKSYSTEMS INC COVENANT CHRISTIAN HOOD RIVER OREGON DONOR PROGRAM NAMI OREGON OLIVET BAPTIST CHURCH SILVERTON AREA COMMUNITY AID CONFEDERATED TRIBES OF GRAND RONDE NEIGHBORIMPACT CATHOLIC COMMUNITY SERVICES NEW AVENUES FOR YOUTH INC LA CLINICA DEL CARINO FAMILY HEALTH CARE CENTER DECISION SCIENCE RESEARCH INSTITUTE, INC. WESTERN STATES CENTER HIV ALLIANCE, INC PARTNERSHIPS IN COMMUNITY LIVING, INC. FANCONI ANEMIA RESEARCH FUND INC. BLIND ENTERPRISES OF OREGON OREGON BALLET THEATRE SMART All God's Children International FARMWORKER HOUISNG DEV CORP UMPQUA COMMUNITY DEVELOPMENT CORPORATION REGIONAL ARTS AND CULTURE COUNCIL THE EARLY EDUCATION PROGRAM, INC. MACDONALD CENTER EVERGREEN AVIATION MUSEUM AND CAP. MICHAEL KING. SELF ENHANCEMENT INC. FRIENDS OF THE CHILDREN SOUTH LANE FAMILY NURSERY DBA FAMILY RELIEF NURSE COMMUNITY VETERINARY CENTER PORTLAND SCHOOLS FOUNDATION SUSTAINABLE NORTHWEST OREGON DEATH WITH DIGNITY BIRCH COMMUNITY SERVICES, INC. BAY AREA FIRST STEP, INC. OSLC COMMUNITY PROGRAMS EN AVANT, INC. ASHLAND COMMUNITY HOSPITAL NORTHWEST ENERGY EFFICIENCY ALLIANCE BONNEVILLE ENVIRONMENTAL FOUNDATION SUMMIT VIEW COVENANT CHURCH SALMON-SAFE INC. BETHEL CHURCH OF GOD PROVIDENCE HOOD RIVER MEMORIAL HOSPITAL SAINT ANDREW NATIVITY SCHOOL BARLOW YOUTH FOOTBALL SPOTLIGHT THEATRE OF PLEASANT HILL FAMILIES FIRST OF GRANT COUNTY, INC. TOUCHSTONE PARENT ORGANIZATION CANCER CARE RESOURCES CASCADIA REGION GREEN BUILDING COUNCIL SHERMAN DEVELOPMENT LEAGUE, INC. SCIENCEWORKS WORD OF LIFE COMMUNITY CHURCH SOCIAL VENTURE PARTNERS PORTLAND OREGON PROGRESS FORUM CENTER FOR RESEARCH TO PRACTICE WESTERN RIVERS CONSERVANCY Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 77 SERIAL 16154-RFP UNITED WAY OF THE COLUMBIA WILLAMETTE EUGENE BALLET COMPANY EAST WEST MINISTRIES INTERNATIONAL SISKIYOU INITIATIVE EDUCATIONAL POLICY IMPROVEMENT CENTER North Pacific District of Foursquare Churches CATHOLIC CHARITIES FIRST CHURCH OF THE NAZARENE WESTSIDE BAPTIST CHURCH Housing Development Center Hoodview Christian Church Little Promises Chlildren's Program UNION GOSPEL MISSION GRACE BAPTIST CHURCH COMMUNITY ACTION ORGANIZATION OUTSIDE IN MAKING MEMORIES BREAST CANCER FOUNDATION, INC. ELAW COMMUNITY HEALTH CENTER, INC Greater Portland INC Eugene Builders Exchange Boys & Girls Club of Corvallis Southeast Uplift Neighborhood Coalition First United Presbyterian Church PDX Wildlife Friends of the Opera House Jackson-Josephine 4-C Council North Coast Family Fellowship P E C I Childswork Learning Center Portland Schools Alliance New Artists Performing Arts Productions, Inc. Relief Nursery St. Mary's Episcopal Church Viking Sal Senior Center Boys and Girls Club of the rogue valley Lincoln City Chamber of Commerce DrupalCon Inc., DBA Drupal Association Albany Partnership for Housing and Community Development SEED OF FAITH MINISTRIES Hermiston Christian Center & School SALEM FREE CLINICS Dress for Success Oregon Beaverton Rock Creek Foursquare Church St Paul Catholic Church St Mary's Catholic School and Parish Polk Soil and Water Conservation District Street Ministry La Grande Church of the Nazarene Spruce Villa, Inc. OREGON SCHOOL BOARDS ASSOCIATION House of Prayer for All Nations Sacred Heart Catholic Church African American Health Coaliton, Inc. Happy Canyon Company Village Home Education Resource Center Monet's Children's Circle Cascade Housing Association Dayspring Fellowship Northwest Habitat Institute Winding Waters Medical Clinic First Baptist Church The Nature Conservancy, Willamette Valley Field Office Serenity Lane Health Services Portland Community Reinvestment Initiatives, Inc. GeerCrest Farm & Historical Society College United Methodist Church The Collins Foundation Prince of Peace Lutheran Church & School NEDCO Salem Evangelical Church Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 78 SERIAL 16154-RFP Wild Lilac Child Development Community Daystar Education, Inc. Oregon Social Learning Center Pain Society of Oregon environmental law alliance worldwide Community in Action Safe Harbors FIRST CHRISTIAN CHURCH Pacific Classical Ballet Depaul Industries African American Health Coalition Jesus Prayer Book Coalition Of Community Health River Network CCI Enterprises Inc Oregon Nurses Association GOODWILL INDUSTRIES OF THE COLUMBIA WILLAMETTE Mount Angel Abbey YMCA OF ASHLAND YMCA OF COLUMBIA-WILLAMETTE ASSOCIATION SERVICES Multnomah Law Library Friends Of Tryon Creek State P Ontrack Inc. Calvin Presbyterian Church HOLT INTL CHILD St John The Baptist Catholic Portland Foursquare Church Portland Christian Center Church Extension Plan Occu Afghanistan Relief Effort EUGENE FAMILY YMCA Christ The King Parish and School Newberg Christian Church First United Methodist Church Zion Lutheran Church Southwest Bible Church Community Works Inc Masonic Lodge Pearl 66 Molalla Nazarene Church Transition Projects, Inc St Michaels Episcopal Church Saint Johns Catholich Church Access Inc Community Learning Center Old Mill Center for Children and Families Sunny Oaks Inc Hospice Center Bend La Pine Westside Foursquare Church Relief Nursery Inc Morning Star Community Church MULTNOMAH DEFENDERS INC Providence Health System Holy Trinity Catholic Church Holy Redeemer Catholic Church Alliance Bible Church CARE OREGON Mid Columbia Childrens Council HUMANE SOCIETY OF REDMOND Our Redeemer Lutheran Church Kbps Public Radio Skyball Salem Keizer Youth Bas Open Technology Center Grace Chapel CHILDREN'S MUSEUM 2ND Solid Rock West Chehalem Friends Church Guide Dogs For The Blind Aldersgate Camps and Retreats St. Katherine's Catholic Church The Alliance NW of the Christian & Missionary Alliance Bags of Love Grand View Baptist Church Green Electronics Council Scottish Rite Western Wood Products Association THE NEXT DOOR NATIONAL PSORIASIS FOUNDATION NEW BEGINNINGS CHRISTIAN CENTER HIGHLAND UNITED CHURCH OF CHRIST OREGON REPERTORY SINGERS HIGHLAND HAVEN Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 79 SERIAL 16154-RFP FAIR SHARE RESEARCH AND EDUCATION FUND Oregon Satsang Society, Inc., A chartered Affiliate of ECKANKAR , ECKA First Baptist Church of Enterprise The Canby Center Instituto de Cultura y Arte In Xochitl In Cuicatl OSLC COMMUNITY PROGRAMS OCP Oregon Nikkei Endowment Eastern Oregon Alcoholism Foundation Grantmakers for Education The Spiral Gallery The ALS Association Oregon and SW Washington Chapter Children's Relief Nursery Home Builders New Life Baptist Church Florence United Methodist Church World of Speed SW Community Health Center Energy Trust of Oregon St. Vincent de Paul Church Fr. Bernard Youth Center Oregon Psychoanalytic Center Store to Door Depaul Industries OUR LADY OF PERPETUAL HELP CATHOLIC CHURCH ALBANY OREGON SELCO Community Credit Union North Coast Christian Church Union County Economic Development Corp. Camelto Theatre Company Camp Fire Columbia TAKE III OUTREACH Rolling Hills Community Church Eugene Swim and Tennis Club Summa Institute Amani Center Billy Webb Elks lodge #1050 Silverton Senior Center Sandy Seventh-day Adventist Church Muddy Creek Charter School A FAMILY FOR EVERY CHILD 1000 FRIENDS OF OREGON OREGON PEDIATRIC SOCIETY NONPROFIT ASSOCIATION OF OREGON LUKE DORF INC FAMILY CARE INC MEDICAL TEAMS INTL Clean Slate Canine Rescue & Rehabilitation St. Martins Episcopal church Food for Lane County Clatsop Behavioral Healthcare columbia gorge discovery center and museum NAMI of Washington County The Dalles Art Association Temple Beth Israel Willamette Leadership Academy/Pioneer Youth Corps Of Oregon Rose Haven Dallas Church OREGON STATE UNIVERSITY BOOKSTORE INC NORTH WILLAMETTE VALLEY HABITAT FOR HUMANITY FAIRFIELD BAPTIST CHURCH Sexual Assault Support Services Neskowin Valley School RON WILSON CENTER FOR EFFECTIVE LIVING INC St. Joseph Shelter The Inn Home for Boys, Inc.9138 MCKENZIEWATERSHED COUNCIL MENNONITE HOME OF ALBANY INC Oregon Technical Assistance Corporation Oregon And Southern Idaho Laborers Employers Training School New Life Fellowship Church of God Gladstone Senior Center Education Travel & Culture, Inc. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 80 SERIAL 16154-RFP Rural Development Initiatives Jason Lee Manor/UMRC Jesus Pursuit Church YMCA of Marion and Polk Counties PacificSource Health Faith Christian Fellowship Brookings Elks Lodge Tualatin Lacrosse Club Tillamook Seventh Day Adventist Church Oregon Jewish Community Foundation East River Fellowship Holy Family Academy FIRST BAPTIST CHURCH OF EUGENE Peace Lutheran Church Living Word Christian Center Housing Authority of Douglas County Vietnamese Christian Community Church Friends for Animals Family Building Blocks Goodwill Industries of Lane and South Coast Friends of Driftwood Library Consumers Power Inc. A. C. Gilbert's Discovery Village First Lutheran Church of Astoria Fund For Christian Charity Deer Meadow Assisted Living Oregon Laborers-Employer Administrative Fund, LLC Umpqua Basin Water Association Alpha Lambda House Corporation Eugene Creative Care The Church of Christ of Latter Day Saints Cascade Height Public Charter School PTA G.O.B.H.I Association of Oregon Corrections EMployees, Inc. A Jesus Church Family 300 Main Inc Southwestern Oregon Public Defender Services, Inc. Albertina Kerr Centers Dufur Christian Church St. Matthew Catholic School Serendipity Center Inc CASA of Marion County Westside Church of Christ Inc Northwest Family Services Network Charter School Ride Connecton Parenting Now! Christian Church of Woodburn Verde Native American Youth and Family Center Early College Academy USO Northwest Norkenzie Christian Church Little Flower Development Center TLO Farms Evergreen Wings and Waves Ascension Episcopal Parish Center for Family Development West Salem Foursquare Church Good Samaritan Ministry Grace Lutheran Church of Molalla HOPE LUTHERAN CHURCH Mount Pisgah Arboretum Lower Columbia Estuary Partnership Mt Hood Hospice Opportunity Foundation of central Oregon Constructing Hope Sprinkfield Elks #2145 Abuse Recovery Ministry & Services Oasis Shelter Home Nehalem Bay House p:ear Health Share of Oregon St. Peter Catholic Church Mid Willamette Valley Community Action A Hope For Autism Foundation Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 81 SERIAL 16154-RFP NW Sport Fishing Breast Friends SEPTL Southeast Portland Tool Library National Christian Community Foundation Legal Aid Services of Oregon LITC Willamette Valley Babe Ruth Center For Continuous Improvement Northwest Center for Alternatives to Pesticides The Followers of Christ Church of Oregon City SEIU Local 49 Emerald Media Group West Hills Christian School Trillium Sprigs Western Arts Alliance Youth Dynamics Ashland Art Center Apostolic Church of Jesus Christ DOUGLAS FOREST PROTECTIVE Oregon Lyme Disease Network Ecotrust SPECIAL MOBILITY SERVICES Bethlehem Christian Pre-School Historical Outreach Foundation Teras Interventions and Counseling Inc Brooklyn Primary PTO Mountain View Academy Salem Area Chamber of Commerce First Congregational Chrch OREGON STATE FAIR Ronald McDonald House Charities of Oregon & Southwest Washington Center for Human Development Bridges to Change DePaul Treatment Centers, Inc. Ministerio International Casa New Paradise Worship Center Mission Increase Foundation Curry Public Transit Inc THREE RIVERS CASINO Brookings Harbor Christian School Bethesda Lutheran Church Legacy Mt. Hood Medical Center Yamhill Community Care Organization Portland Japanese Garden The Madeleine Parish The Tucker-Maxon Oral School Southwest Neighborhoods, Inc Wallowa Valley Center For Wellness KIDS INTERVENTION AND DIAGNOSTIC CENTER Portland Yacht Club League of Women Voters Oregon & Southern Idaho District Council of Laborers' Portland Police Sunshine Division Curry Health Network United Way of Lane County Unithed Way Community Energy Project Portland Oregon Visitors Association Southern Oregon Project Hope Our United Villages Samaritan Health Services Inc. Santiam Assembly of God CASCADES WEST FINANCIAL SERVICES IN Kilchis House Calvary Assembly of God Lake Grove Presbyterian Church Grace Lutheran School Western Mennonite School OEA CHOICE TRUST American Tinnitus Association Oregon Coast Aquarium, Inc. HOPE POINT CHURCH Unitus Community Credit Union St John the Baptist Greek Orthodox Church COLUMBIA PACIFIC ECONOMIC DEVELOPMENT DISTRICT OF OREGON St Andrews Presbyterian Oregon Rural Electric Cooperative Association Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 82 SERIAL 16154-RFP THE MILL CASINO Oregon State University Treasure Valley Community College Unviersity of Oregon OREGON UNIVERSITY SYSTEM University of Western States GEORGE FOX UNIVERSITY LEWIS AND CLARK COLLEGE PACIFIC UNIVERSITY REED COLLEGE WILLAMETTE UNIVERSITY LINFIELD COLLEGE MULTNOMAH BIBLE COLLEGE NORTHWEST CHRISTIAN COLLEGE NATIONAL COLLEGE OF NATURAL MEDICINE BLUE MOUNTAIN COMMUNITY COLLEGE PORTLAND STATE UNIV. CLACKAMAS COMMUNITY COLLEGE MARYLHURST UNIVERSITY OREGON HEALTH AND SCIENCE UNIVERSITY BIRTHINGWAY COLLEGE OF MIDWIFERY pacific u UNIVERSITY OF OREGON CONCORDIA UNIV Marylhurst University Corban College Oregon Center For Advanced T UNIVERSITY OF PORTLAND Portland Actors Conservatory University Of Oregon Athletics Department Ecola Bible School Beta Omega Alumnae Oregon Institute of Technology EASTERN OREGON UNIVERSITY Clackamas River Water Providers eickhoff dev co inc Cornerstone Association Inc The Klamath Tribe advocate care Cannon Beach Fire Life Flight Network LLC COVENANT RETIREMENT COMMUNITIES PENTAGON FEDERAL CREDIT UNION SAIF CORPORATION GREATER HILLSBORO AREA CHAMBER OF COMMERCE LANE ELECTRIC COOPERATIVE USAGENCIES CREDIT UNION PACIFIC CASCADE FEDERAL CREDIT UNION LOCAL GOVERNMENT PERSONNEL INSTITUTE GRANTS PASS MANAGEMENT SERVICES, DBA SPIRIT WIRELESS Kartini Clinic Astra Beit Hallel Cvalco Elderhealth and Living OREGON CORRECTIONS ENTERPRISES OREGON STATE HOSPITAL OFFICE OF PUBLIC DEFENSE SERVICES Clatskanie People's Utility District PIONEER COMMUNITY DEVELOPMENT MARION COUNTY HEALTH DEPT Ricoh USA Heartfelt Obstetrics & Gynecology Coquille Economic Development Corporation CITY/COUNTY INSURANCE SERVICE COMMUNITY CYCLING CENTER Shangri La Portland Impact Eagle Fern Camp KLAMATH FAMILY HEAD START RIVER CITY DANCERS Oregon Permit Technical Association KEIZER EAGLES AERIE 3895 Pgma/Cathie Bourne Sunrise Water Burns Paiute Tribe Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 83 SERIAL 16154-RFP Oregon Public Broadcasting La Grande Family Practice Sphere MD BIENESTAR, INC. sunrise water authority EAstern Oregon Trade and Event Center Waste-Pro NPKA Confederated Tribes of Warm Springs Oregon State Credit Union PIONEER TELEPHONE COOPERATIVE Halsey-Shedd Fire District Nez Perce Tribe Obsidian Urgent Care, P.C. First Presbyterian Church of La Grande CONFLUENCE ENVIRONMENTAL CENTE A&I Benefit Plan Administrators, Inc. K Churchill Estates CSC HEAD START NORTHWEST VINTAGE CAR AND MOTORCYCLE crescent grove cemetery Roseburg Police Department Molalla Rural Fire Protection District MONMOUTH - INDEPENDENCE NETWORK EUGENE WATER & ELECTRIC BOARD MALIN COMMUNITY PARK AND RECREATION DISTRICT TILLAMOOK PEOPLES UTILITY DISTRICT GLADSTONE POLICE DEPARTMENT GOLD BEACH POLICE DEPARTMENT THE NEWPORT PARK AND RECREATION CENTER RIVERGROVE WATER DISTRICT TUALATIN VALLEY FIRE & RESCUE GASTON RURAL FIRE DEPARTMENT CITY COUNTY INSURANCE SERVICES SOUTH SUBURBAN SANITARY DISTRICT SOUTH FORK WATER BOARD SUNSET EMPIRE PARK AND RECREATION SPRINGFIELD UTILITY BOARD Tillamook Urban Renewal Agency Netarts Water District OAK LODGE SANITARY DISTRICT Boardman Rural Fire Protection District Silverton Fire District Lewis and Clark Rural Fire Protection District Rainbow Water District Illinois Valley Fire District Clatskanie RFPD PORT OF TILLAMOOK BAY TRI-COUNTY HEALTH CARE SAFETY NET ENTERPRISE METROPOLITAN EXPOSITION- RECREATION COMMISSION REGIONAL AUTOMATED INFORMATION NETWORK OAK LODGE WATER DISTRICT THE PORT OF PORTLAND WILLAMALANE PARK AND RECREATION DISTRICT TUALATIN VALLEY WATER DISTRICT UNION SOIL & WATER CONSERVATION DISTRICT LANE EDUCATION SERVICE DISTRICT TUALATIN HILLS PARK AND RECREATION DISTRICT PORT OF SIUSLAW CHEHALEM PARK AND RECREATION DISTRICT PORT OF ST HELENS LANE TRANSIT DISTRICT CENTRAL OREGON INTERGOVERNMENTAL COUNCIL HOODLAND FIRE DISTRICT NO.74 MID COLUMBIA COUNCIL OF GOVERNMENTS WEST MULTNOMAH SOIL AND WATER CONSERVATION DISTRICT SALEM AREA MASS TRANSIT DISTRICT Banks Fire District #13 KLAMATH COUNTY 9-1-1 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 84 SERIAL 16154-RFP GLENDALE RURAL FIRE DISTRICT COLUMBIA 911 COMMUNICATIONS DISTRICT CLACKAMAS RIVER WATER NW POWER POOL Lowell Rural Fire Protection District TriMet Transit Estacada Rural Fire District Keizer Fire District State Accident Insurance Fund Corporation Bend Metro Park & Recreation District Port of Hood River La Pine Park & Recreation District Brookings- HArbor School District 17c Siuslaw Public Library District Columbia River Fire & Rescue Fern Ridge Library District Bend Park and Recreation District Port of Garibaldi Seal Rock Water District Rockwood Water P.U.D. Tillamook Fire District Tillamook County Transportation Dist Central Lincoln People's Utility District Jefferson Park and Recreation City of Monmouth / Public Works McMinnville Police Department City of Sublimity City of Central Point Parks and Recreation Gearhart Fire Department Woodburn City Of Brookings Fire / Rescue City of Veneta CITY OF DAMASCUS Hermiston Fire & Emergency Svcs CEDAR MILL COMMUNITY LIBRARY CITY OF LAKE OSWEGO LEAGUE OF OREGON CITIES CITY OF SANDY CITY OF ASTORIA OREGON CITY OF BEAVERTON CITY OF BOARDMAN CITY OF CANBY CITY OF CANYONVILLE CITY OF CENTRAL POINT POLICE DEPARTMENT CITY OF CLATSKANIE CITY OF CONDON CITY OF COOS BAY CITY OF CORVALLIS CITY OF CRESWELL CITY OF ECHO CITY OF ESTACADA CITY OF EUGENE CITY OF FAIRVIEW CITY OF GEARHART CITY OF GOLD HILL CITY OF GRANTS PASS CITY OF GRESHAM CITY OF HILLSBORO CITY OF HOOD RIVER CITY OF JOHN DAY CITY OF KLAMATH FALLS CITY OF LA GRANDE CITY OF MALIN CITY OF MCMINNVILLE CITY OF HALSEY CITY OF MEDFORD CITY OF MILL CITY CITY OF MILWAUKIE CITY OF MORO CITY OF MOSIER CITY OF NEWBERG CITY OF OREGON CITY CITY OF PILOT ROCK CITY OF POWERS RAINIER POLICE DEPARTMENT CITY OF REEDSPORT CITY OF RIDDLE CITY OF SCAPPOOSE CITY OF SEASIDE CITY OF SILVERTON CITY OF STAYTON City of Troutdale Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 85 SERIAL 16154-RFP CITY OF TUALATIN, OREGON CITY OF WARRENTON CITY OF WEST LINN/PARKS CITY OF WOODBURN CITY OF TIGARD, OREGON CITY OF AUMSVILLE CITY OF PORT ORFORD CITY OF EAGLE POINT CITY OF WOOD VILLAGE St. Helens, City of CITY OF WINSTON CITY OF COBURG CITY OF NORTH PLAINS CITY OF GERVAIS CITY OF YACHATS FLORENCE AREA CHAMBER OF COMMERCE PORTLAND DEVELOPMENT COMMISSION CITY OF CANNON BEACH OR CITY OF ST. PAUL CITY OF ADAIR VILLAGE CITY OF WILSONVILLE CITY OF HAPPY VALLEY CITY OF SHADY COVE CITY OF LAKESIDE CITY OF MILLERSBURG CITY OF GATES KEIZER POLICE DEPARTMENT CITY OF DUNDEE CITY OF AURORA THE CITY OF NEWPORT CITY OF ALBANY CITY OF ASHLAND CITY OF LEBANON CITY OF PORTLAND CITY OF SALEM CITY OF SPRINGFIELD METRO CITY OF BURNS CITY OF COTTAGE GROVE CITY OF DALLAS CITY OF FALLS CITY CITY OF PHOENIX CITY OF PRAIRIE CITY CITY OF REDMOND CITY OF SHERWOOD City of junction city City of Florence Columbia Gorge Community City of Dayton City of Carlton City of Pendleton Convention Center City of Monmouth City of Philomath City of Sheridan Seaside Public Library City of Yoncalla La Grande Police Department Cove City Hall NW PORTLAND INDIAN HEALTH BOARD Portland Patrol Services City Of Bend City Of Coquille City Of Molalla ROCKWOOD WATER PEOPLE'S UTILITY DISTRICT City of St. Helens City of North Powder City of Eugene City of Cornelius, OR Toledo Police Department City of Independence City of Cascade Locks City of Columbia City City of Baker City McMinnville Water & Light City of Pendleton Parks & Recreation CITY OF SWEETHOME CITY OF THE DALLES CLACKAMAS FIRE DIST#1 DESCHUTES PUBLIC LIBRARY STAYTON FIRE DISTRICT City of Ontario City of Corvallis Parks and Recreation North Lincoln Fire & Rescue #1 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 86 SERIAL 16154-RFP Gresham Police Department City of Harrisburg Gladstone Public Library City of Portland Parks Bureau Seaside Fire & Rescue City Of North Bend City of Union City of Nehalem City of Richland CITY OF LINCOLN CITY City of Donald City of Milton-Freewater CITY OF SCIO City of Forest Grove City Govrnment City of Mt. Angel Albany Police Department Umatilla Electric Cooperative WATER ENVIRONMENT SERVICES Polk County Fire District No.1 Netarts-Oceanside RFPD UIUC Rogue River Fire District Aurora Rural FIre District Tillamook County Emergency Communications District Southern Coos Hospital Oregon Cascades West Council of Governments MULTONAH COUNTY DRAINAGE DISTRICT #1 PORT OF BANDON OR INT'L PORT OF COOS BAY MID-COLUMBIA CENTER FOR LIVING DESCHUTES COUNTY RFPD NO.2 YOUNGS RIVER LEWIS AND CLARK WATER DISTRICT PACIFIC STATES MARINE FISHERIES COMMISSION CENTRAL OREGON IRRIGATION DISTRICT MARION COUNTY FIRE DISTRCT #1 COLUMBIA RIVER PUD SANDY FIRE DISTRICT NO. 72 BAY AREA HOSPITAL DISTRICT NEAH KAH NIE WATER DISTRICT PORT OF UMPQUA EAST MULTNOMAH SOIL AND WATER CONSERVANCY Benton Soil & Water Conservation District DESCHUTES PUBLIC LIBRARY SYSTEM CLEAN WATER SERVICES North Douglas County Fire & EMS Crooked River Ranch Rural Fire Protection District PARROTT CREEK CHILD & FAM South Lane County Fire And Rescue Lake Chinook Fire & Rescue Clackamas County Water Environment Services Amity Fire District CENTRAL OREGON COMMUNITY COLLEGE UMPQUA COMMUNITY COLLEGE LANE COMMUNITY COLLEGE MT. HOOD COMMUNITY COLLEGE LINN-BENTON COMMUNITY COLLEGE SOUTHWESTERN OREGON COMMUNITY COLLEGE PORTLAND COMMUNITY COLLEGE CHEMEKETA COMMUNITY COLLEGE ROGUE COMMUNITY COLLEGE COLUMBIA GORGE COMMUNITY COLLEGE TILLAMOOK BAY COMMUNITY COLLEGE KLAMATH COMMUNITY COLLEGE DISTRICT Oregon Coast Community College Clatsop Community College North Portland Bible College OREGON COMMUNITY COLLEGE ASSOCIATION Teacher Standards and Pracitices Commission Salem Keizer School District Purchasing Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 87 SERIAL 16154-RFP Kdrv Channel 12 Opta Oregon Permit Technician Oregon Forest Resources Institute Office of the Ong Term Care Ombudsman Oregon State Lottery OREGON TOURISM COMMISSION OREGON STATE POLICE OFFICE OF THE STATE TREASURER OREGON DEPT. OF EDUCATION SEIU LOCAL 503, OPEU OREGON DEPARTMENT OF FORESTRY OREGON STATE DEPT OF CORRECTIONS OREGON CHILD DEVELOPMENT COALITION OFFICE OF MEDICAL ASSISTANCE PROGRAMS OREGON OFFICE OF ENERGY OREGON STATE BOARD OF NURSING BOARD OF MEDICAL EXAMINERS OREGON LOTTERY OREGON BOARD OF ARCHITECTS SANTIAM CANYON COMMUNICATION CENTER OREGON DEPT OF TRANSPORTATION OREGON TRAVEL INFORMATION COUNCIL OREGON DEPARTMENT OF EDUCATION OREGON DEPT. OF CORRECTIONS DEPARTMENT OF ADMINISTRATIVE SERVICES Oregon Board of Massage Therapists Oregon Tradeswomen Oregon Convention Center OREGON SCHL BRDS ASSOCIAT Central Oregon Home Health and Hos Oregon Health Care Quality Cor OREGON DEPARTMENT OF HUMAN SERVICES Oregon Air National Guard Training & Employment State of Oregon - Department of Administrative Services Aging and People with Disabilities Oregon State Treasury Oregon State Fair Council Procurement Services/DAS STATE OF OREGON OREGON JUDICIAL DEPARTMENT Oregon State Board of Architect Examiners City of Astoria Fire Department Columbia Gorge ESD Nehalem Bay Wastewater Association of Oregon Community Mental Health Programs VA US FISH AND WILDLIFE SERVICE Bonneville Power Administration Oregon Army National Guard USDA Forest Service Yellowhawk Tribal Health Center ANGELL JOB CORPS Coquille Indian Housing Authority COLLEGE HOUSING NORTHWEST HOUSING AUTHORITY OF CLACKAMAS COUNTY HOUSING AUTHORITY OF PORTLAND WEST VALLEY HOUSING AUTHORITY HOUSING AUTHORITY AND COMMUNITY SERVICES AGENCY NORTH BEND CITY- COOS/URRY HOUSING AUTHORITY MARION COUNTY HOUSING AUTHORITY HOUSING AUTHORITY OF THE CITY OF SALEM Housing Authority of Yamhill County The Housing Authority of the County of Umatilla homeforward Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 88 SERIAL 16154-RFP EXHIBIT 9 FEMA STANDARD TERMS AND CONDITIONS ADDENDUM FOR CONTRACTS AND GRANTS If any purchase made under the Master Agreement is funded in whole or in part by Federal Emergency Management Agency (“FEMA”) grants, Contractor shall comply with all federal laws and regulations applicable to the receipt of FEMA grants, including, but not limited to the contractual procedures set forth in Title 44 of the Code of Federal Regulations, Part 13 (“44 CFR 13”). In addition, Contractor agrees to the following specific provisions: 1. Pursuant to 44 CFR 13.36(i)(1), County is entitled to exercise all administrative, contractual, or other remedies permitted by law to enforce Contractor’s compliance with the terms of this Ma ster Agreement, including but not limited to those remedies set forth at 44 CFR 13.43. 2. Pursuant to 44 CFR 13.36(i)(2), County may terminate the Master Agreement for cause or convenience in accordance with the procedures set forth in the Master Agreeme nt and those provided by 44 CFR 13.44. 3. Pursuant to 44 CFR 13.36(i)(3)-(6)(12), and (13), Contractor shall comply with the following federal laws: a. Executive Order 11246 of September 24, 1965, entitled “Equal Employment Opportunity,” as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor (“DOL”) regulations (41 CFR Ch. 60); b. Copeland “Anti-Kickback” Act (18 U.S.C. 874), as supplemented in DOL regulations (29 CFR Part 3); c. Davis-Bacon Act (40 U.S.C. 276a-276a-7) as supplemented by DOL regulations (29 CFR Part 5); d. Section 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by DOL regulations (29 CFR Part 5); e. Section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15); and f. Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871). 4. Pursuant to 44 CFR 13.36(i)(7), Contractor shall comply with FEMA requirements and regulations pertaining to reporting, including but not limited to those set forth at 44 CFR 40 and 41. 5. Pursuant to 44 CFR 13.36(i)(8), Contractor agrees to the following provisions regarding patents: a. All rights to inventions and/or discoveries that arise or are developed, in t he course of or under this Agreement, shall belong to the County and be disposed of in accordance with County policy. The County, at its own discretion, may file for patents in connection with all rights to any such inventions and/or discoveries. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 89 SERIAL 16154-RFP 6. Pursuant to 44 CFR 13.36(i)(9), Contractor agrees to the following provisions, regarding copyrights: a. If this Agreement results in any copyrightable material or inventions, in accordance with 44 CFR 13.34, FEMA reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, for Federal Government purposes: (1) The copyright in any work developed under a grant or contract; and (2) Any rights of copyright to which a grantee or a contactor purchases ownership with gra nt support. 7. Pursuant to 44 CFR 13.36(i)(10), Contractor shall maintain any books, documents, papers, and records of the Contractor which are directly pertinent to this Master Agreement. At any time during normal business hours and as often as County deems necessary, Contractor shall permit County, FEMA, the Comptroller General of United States, or any of their duly authorized representatives to inspect and photocopy such records for the purpose of making audit, examination, excerpts, and transcriptions. 8. Pursuant to 44 CFR 13.36(i)(11), Contractor shall retain all required records for three years after FEMA or County makes final payments and all other pending matters are closed. In addition, Contractor shall comply with record retention requirements set forth in 44 CFR 13.42. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 90 SERIAL 16154-RFP EXHIBIT 10 COMMUNITY DEVELOPMENT BLOCK GRANT ADDENDUM Purchases made under this contract may be partially or fully funded with federal grant funds. Funding for this work may include Federal Funding sources, including Community Development Block Grant (CDBG) funds from the U.S. Department of Housing and Urban Development. When such funding is provided, Contractor shall comply with all terms, conditions and requirements enumerated by the grant funding source, as well as requirements of the State statutes for which the contract is utilized, whichever is the more restrictive requirement. When using Federal Funding, Contractor shall comply with all wage and latest reporting provisions of the Federal Davis-Bacon Act. HUD-4010 Labor Provisions also applies to this contract. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 91 ATTACHMENT A PRICINGSERIAL 16154-RFP NIGP CODE: 45041 RESPONDENT'S NAME: COUNTY VENDOR NUMBER : ADDRESS: P.O. ADDRESS: TELEPHONE NUMBER: FACSIMILE NUMBER: WEB SITE: CONTACT (REPRESENTATIVE): REPRESENTATIVE'S E-MAIL ADDRESS: YES NO REBATE [ ][ ] [ ][ ] [ ] NET 10 DAYS [ ] NET 45 DAYS [ ] 1% 10 DAYS NET 30 DAYS [ ] NET 15 DAYS [ ] NET 60 DAYS [ ] 2% 30 DAYS NET 31 DAYS [ ] NET 20 DAYS [ ] NET 90 DAYS [ ] 1% 30 DAYS NET 31 DAYS [ ] NET 30 DAYS [ ] 2% 10 DAYS NET 30 DAYS [ ] 5% 30 DAYS NET 31 DAYS 1.2 Wholesale Catalog Discount By Category Annual Issue Date of Catalog (Insert Sub-categories as necessary) MINIMUM % 1.1 Category 1 Appliances % Example:Washing Machines % 1.2 Category 2 Building Materials % Example:Lumber % 1.3 Category 3 Hardware % 1.4 Category 4 HVAC % 1.5 Category 5 Kitchen and Bath Cabinets % 1.6 Category 6 Janitorial % 1.7 Category 7 Landscaping Equipment and Supplies % 1.8 Category 8 Motors/Pumps % 1.9 Category 9 Paints/Coatings % 1.10 Category 10 Plumbing % 1.11 Category 11 Pool Supplies % FAILURE TO INDICATE PAYMENT TERMS WILL RESULT IN A DEFAULT TO NET 30 DAYS. RESPONDENT MUST INITIAL THEIR SELECTION BELOW. 1.0 PRICING: WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT RESPONDENT IS REQUIRED TO PICK ONE OF THE FOLLOWING PAYMENT TERMS. WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: MINIMUM Discount from List Page 1 of 2 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 92 ATTACHMENT A PRICING1.12 Category 12 Tools, Hand-Held General Purpose % 1.13 Category 13 Tools, Power Type % 1.14 Category 14 Flooring and Window Coverings % 1.15 Category 15 Hospitality % 1.16 Category 16 Water/Wastewater Treatment % 1.17 Category 17 Miscellaneous % 1.18 Category 18 In Store Services % 1.19 Category 19 Industrial Products % 1.2 Do you offer a Rebate in lieu of a discount (Y/N) Detail your Rebate Program in your Proposal Response (Section 2.7) 1.3 COST PLUS SALES PROPOSED MARKUP ________%* ALL COST PLUS ORDERS SHALL BE APPROVED BY THE USING AGENCY. ANY PRODUCT THAT IS SOLD AS COST PLUS A MARKUP CANNOT EXCEED A MARKUP OF FIVE (5) PERCENT. Page 2 of 2 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 93 Item Number Manuacturer Name Manufacturer Product Number Product Number Product Description Unit of Measure Quantity List Price Discount Percent (%) Unit Net Price Extended Total Price Example ABC Company 123456 11111 ABC SEMIGLOSS PAINT 5 GAL EA 1000 $ 10.00 20% $ 8.00 $ 8,000.00 1 3M 2090-48A-CP 360199 SCOTCHBLUE 1.88" 2090 6PK CS 4 4,941 -$ -$ 2 American Standard 2586.128ST.020 615356 CHAMPION MAX WHT ELONGATED TOILET EA 696 -$ -$ 3 Anderson 100SH2438 206781346 100 SERIES SINGLE HUNG WINDOW WHITE EA 1,977 -$ -$ 4 Armstrong 54004031 171292 1/8"CIVIC SQ STONETAN VCT 54004-45SF CS 7,519 -$ -$ 5 Armstrong 51899031 921416 1/8"EXCELON COOLWHITE VCT 51899-45SF CS 4,745 -$ -$ 6 Behr PR17005 661157 BEHR PRO i100 WHITE SEMI-GLOSS INT PAINT-5 GAL EA 3,776 -$ -$ 7 Behr 305005 927820 BEHR PPI 3050 SG UPW 5.00GL EA 2,624 -$ -$ 8 Behr 375005 436078 BEHR PPUI 3750 SG UPW 5.00GL EA 1,753 -$ -$ 9 Behr 205005 924751 BEHR PPI 2050 EGG UPW 5.00GL EA 1,724 -$ -$ 10 Behr 275005 433381 BEHR PPUI 2750 EGG UPW 4.68GL EA 1,627 -$ -$ 11 Behr 775005 436229 BEHR PPUI 7750 SATIN UPW 5.00GL EA 1,194 -$ -$ 12 Black & Decker LDX120PK 204067339 20V MAX LITHIUM DRILL/PROJECT KIT EA 579 -$ -$ 13 Brita 6025835214 714338 BRITA FAUCET FILTER SYSTEM EA 20,004 -$ -$ 14 Brita 6025842402 714243 BRITA REPL FAUCET FILT WHT PKG 2 18,000 -$ -$ 15 Crown Bolt 10700 231230 EXTERNAL HEX-HEAD LAG SCREWS (25-PACK)PKG 25 17,804 -$ -$ 16 Dewalt DC9096-2 255667 DEWALT 18V BATTERY 2PK PKG 2 2,491 -$ -$ 17 Dewalt DXPW3425 1000025413 Honda GX200 3,400 psi 2.5 GPM Gas Pressure Washer EA 273 -$ -$ 18 Energizer 522SBP6H 250355 ENERGIZER 9V 6-PK PKG 6 16,113 -$ -$ 19 Energizer E91SBP36H 553471 ENERGIZER AA 36-PACK PKG 36 15,006 -$ -$ 20 Frigidaire FFHT1814QW 1001003542 18 cu. ft. Top Freezer Refrigerator in White EA 585 -$ -$ 21 Frigidaire FFTR2021QB 1001023832 20.4 cu. ft. Top Freezer Refrigerator in Black EA 237 -$ -$ 22 General Electric GTE18GTHWW 1001101226 17.5 cu. ft. Top Freezer Refrigerator in White EA 1,153 -$ -$ 23 General Electric GTS18GTHWW 1001054519 17.5 cu. ft. Top Freezer Refrigerator in White EA 1,153 -$ -$ 24 General Electric GTE16DTHWW 1000053481 15.5 cu. ft. Top Freezer Refrigerator in White EA 947 -$ -$ 25 General Electric GTS16DTHWW 1000051811 15.5 cu. ft. Top Freezer Refrigerator in White EA 947 -$ -$ 26 General Electric ADEL70LR 218767 70-Pint Dehumidifier EA 592 -$ -$ 27 General Electric JB255DJBB 205793230 5.0 cu. ft. Electric Range with Self-Cleaning Oven in Black EA 200 -$ -$ 28 Generic N/A 686107 40LB ICE MELT BLEND BAG EA 18,050 -$ -$ 29 Glacier Bay N2428E 686826 GB ELONGATED ALL-IN-ONE HET IN WHITE EA 2,250 -$ -$ 30 Glacier Bay N2428RB/N2428T 340995 GLAC BAY RND HET TOILET 2PC EA 1,896 -$ -$ 31 Glidden GPS-3110-05 137925 GLIDDEN PRO SPEED-WALL EGGSHELL INT PAINT-5 GAL EA 3,526 -$ -$ 32 Glidden GP7-5000-05 563851 ULTRA HIDE 770 SEMIGLOSS INT PAINT 5-GAL EA 2,085 -$ -$ 33 HDX 3072FX 567757 6' UTILITY/BANQUET FOLDING TABLE EA 4,460 -$ -$ 34 HDX 6T60184872C 525441 48"X18"X72" CHROME WIRE 6-SHELF UNIT EA 1,563 -$ -$ 35 Home Depot 05GLHD2 131227 5GAL HOMER BUCKET EA 59,331 -$ -$ 36 Hotpoint HPS15BTHRWW 1000051805 14.6 cu. ft. Top Freezer Refrigerator in White EA 678 -$ -$ 37 Hotpoint HPE15BTHWW 1000053483 14.6 cu. ft. Top Freezer Refrigerator in White EA 678 -$ -$ 38 Hotpoint HPS15BTHLWW 1000051800 14.6 cu. ft. Top Freezer Refrigerator in White EA 678 -$ -$ 39 Hotpoint RA720KWH 100401446 20 in. 2.4 cu. ft. Electric Range in White EA 509 -$ -$ 40 Hotpoint RGB525DEHWW 1000050930 4.8 cu. ft. Gas Range in White EA 474 -$ -$ 41 Hotpoint HPS18BTHWW 1000994644 17.6 cu. ft. Top Freezer Refrigerator in White EA 411 -$ -$ 42 Husky HK42WC032B-M 690969 HUSKY 42G CONTRACTOR TRASHBAG 32PK BX 32 14,319 -$ -$ 43 Husky HK42WC050B 267000 HUSKY 42G CONTRACTOR BAGS 50CT BX 50 6,731 -$ -$ 44 Husky ERZ782478W-4 458424 77"X24"X78" WELDED STEEL 4-SHELF EA 1,963 -$ -$ 45 InSinkErator Badger 500 795477 1/2HP B500 CONTIN FEED GRBGE DISPSR EA 1,569 -$ -$ 46 Kidde KN-COSM-BA 100004653 BAT OP COMB SMOKE/CO ALARM W VOICE ALERT EA 15,889 -$ -$ Attachment A-1 Pricing Analysis Retail MRO Maricopa County Bid Serial 16154-RFP: Maintenance, Repair, Operating Supplies, Industrial Supplies, and Related Products and Services Page 1 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 94 Item Number Manuacturer Name Manufacturer Product Number Product Number Product Description Unit of Measure Quantity List Price Discount Percent (%) Unit Net Price Extended Total Price Attachment A-1 Pricing Analysis Retail MRO Maricopa County Bid Serial 16154-RFP: Maintenance, Repair, Operating Supplies, Industrial Supplies, and Related Products and Services 47 Kidde KN-COSM-XTR-BA 622269 BAT OP COMB SMOKE/CO ALARM W VOICE ALERT EA 13,572 -$ -$ 48 Kidde KN-COPE-I 714543 120-VOLT HARDWIRED INTER CONNECT SMOKE/CO EA 12,234 -$ -$ 49 Kidde KN-COPE-D 1000037789 BAT OP PHOTO ELECTRIC COMB SMOKE/CO ALARM EA 11,403 -$ -$ 50 LG LW5015E 1001088841 5K BTU WINDOW A/C W E/S EA 1,232 -$ -$ 51 LG LW1215ER 1000026812 12KBTU WINDOW A/C W/REMOTE EA 925 -$ -$ 52 LG LW6015ER 1000026799 6K BTU WINDOW A/C W/REMOTE EA 925 -$ -$ 53 LG LW8015ER 1000026802 8K BTU WINDOW A/C W/REMOTE EA 842 -$ -$ 54 LG LP1014WNR 379969 10,000 BTU PORTABLE AIR CONDITIONER EA 808 -$ -$ 55 LG LW1016ER 1001597779 10K BTU WINDOW A/C W/REMOTE EA 658 -$ -$ 56 LG LP1214GXR 1000026828 12,000 BTU PORTABLE AIR CONDITIONER EA 426 -$ -$ 57 N/A N/A 161640 2X4-96" PRIME KD WHITEWOOD STUD EA 238,241 -$ -$ 58 N/A N/A 569062 2X4-92 5/8" PRIME WHITEWOOD STUD EA 78,863 -$ -$ 59 N/A N/A 386081 7/16 4X8 OSB EA 68,696 -$ -$ 60 N/A N/A 161659 2X4-10FT STD/BTR KD-HT PRIME SPF EA 49,632 -$ -$ 61 N/A N/A 161667 2X4-12FT STD/BTR KD-HT PRIME SPF EA 45,986 -$ -$ 62 N/A N/A 256276 4X4-8FT #2 PT EA 33,627 -$ -$ 63 N/A N/A 161683 2X4-16FT STD/BTR KD-HT PRIME SPF EA 24,669 -$ -$ 64 N/A N/A 492930 5.0MM 4X8 UNDERLAYMENT EA 23,868 -$ -$ 65 N/A N/A 166103 23/32 4X8 PLYWOOD EA 22,120 -$ -$ 66 N/A N/A 439614 23/32 4X8 PLYWOOD EA 22,120 -$ -$ 67 N/A N/A 166073 15/32 4X8 PLYWOOD (3-PLY) EA 14,845 -$ -$ 68 N/A N/A 166081 19/32 4X8 PLYWOOD EA 12,760 -$ -$ 69 N/A N/A 175171 23/32 4X8 RADIATA PINE PLYWOOD EA 9,628 -$ -$ 70 N/A N/A 915378 15/32 4X8 PLYWOOD (4-PLY) EA 9,062 -$ -$ 71 N/A N/A 121586 .090 FRP WALL PANEL 4X8 WHITE EA 7,900 -$ -$ 72 N/A N/A 166057 23/32 4X8 SANDED PLYWOOD EA 6,872 -$ -$ 73 N/A N/A 166030 15/32 4X8 SANDED PLYWOOD EA 6,574 -$ -$ 74 N/A N/A 921394 1/8"EXCELON COTTGETAN VCT 51830-45SF CS 5,843 -$ -$ 75 N/A N/A 261688 23/32" 4X8 PT RTD SHEATHING PLY EA 5,820 -$ -$ 76 N/A N/A 920924 23/32 4X8 T&G PLYWOOD SUBFLOOR EA 5,249 -$ -$ 77 N/A N/A 165921 3/4 4X8 BIRCH PLYWOOD EA 3,510 -$ -$ 78 Niagara NDW05L24DR 218340 1/2 LITER WATER 24PK PKG 24 62,265 -$ -$ 79 Owens Corning RU70 564987 ATTICAT INSULATION EA 6,141 -$ -$ 80 Plytanium 113699 915440 19/32" 4'X8' T1-11 8"OC SIDING EA 5,329 -$ -$ 81 Rheem XG40T06EC36U1 1001300147 40GAL/36K BTU GAS TALL PERF W/H N3 EA 377 -$ -$ 82 Sakrete 65200390 533829 80LB QUIKRETE CONCRETE MIX EA 129,185 -$ -$ 83 Sakrete 65200940 666249 60LB SAKRETE CONCRETE MIX EA 76,898 -$ -$ 84 Sakrete 65305535 370328 50LB SAKRETE FAST SET CONCRETE EA 64,977 -$ -$ 85 Sakrete 65200370 962050 80LB SAKRETE 5000 PLUS CONCRETE EA 61,753 -$ -$ 86 Sakrete 60450001 428632 60LB SAKRETE ALL WEATHER BLACKTOP PATCH EA 38,047 -$ -$ 87 Sheetrock 381466 950254 USG +3 ALL PURP LIGHT JC PAIL 4.5GAL EA 11,761 -$ -$ 88 Sheetrock 14113411708 893749 1/2"X4'X8' USG ULTRALIGHT DRYWALL EA 45,316 -$ -$ 89 Sheetrock 14211011308 419109 5/8"X4'X8' FIRECODE TYPE X DRYWALL EA 21,452 -$ -$ 90 Sheetrock 14302111708 525423 1/2"X4'X8' USG MOLDTOUGH UL DRYWALL EA 14,604 -$ -$ 91 Sheetrock 380119048 258725 All-Purpose 4.5 Gal. Pre-Mixed Joint Compound EA 12,455 -$ -$ 92 Southwire 11580858 866245 500 FT. 14 WHITE SOLID THHN WIRE EA 8,537 -$ -$ 93 TrafficMASTER 12012 107971 TMALLURE CHERRY RESILIENT PLANK-24SF EA 6,700 -$ -$ 94 TrafficMASTER 11053 101701 TM ALLURE OAK RESILIENT PLANK-24SF EA 4,513 -$ -$ Page 2 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 95 Item Number Manuacturer Name Manufacturer Product Number Product Number Product Description Unit of Measure Quantity List Price Discount Percent (%) Unit Net Price Extended Total Price Attachment A-1 Pricing Analysis Retail MRO Maricopa County Bid Serial 16154-RFP: Maintenance, Repair, Operating Supplies, Industrial Supplies, and Related Products and Services 95 USG Ceilings R2310 562785 2'X4'#2310 RADAR SQ EDGE CEILNG 64SF CS 8,580 -$ -$ 96 USG Ceilings 280 314803 2'X4' #280 5TH AVE SQ CEILNG 64SF EA 6,796 -$ -$ 97 Weathershield 253920 167929 2X4-8FT #2 PRIME PT WEATHERSHIELD EA 40,577 -$ -$ 98 Weathershield 253921 168335 2X6-8FT #2 PRIME PT WEATHERSHIELD EA 28,783 -$ -$ 99 Weathershield 262P12 168746 2X6-12FT #2 PRIME PT WEATHERSHIELD EA 22,224 -$ -$ 100 Wilsonart 1875K3537660144 203747471 60 in. x 144 in. Laminate Sheet in Summer Carnival HD with Mirage EA 80 -$ -$ -$ TOTAL Page 3 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 96 Item Number Manuacturer Name Manufacturer Product Number Product Number Product Description Unit of Measure Quantity List Price Discount Percent (%) Unit Net Price Extended Total Price Example ABC Company 123456 11111 ABC SEMIGLOSS PAINT 5 GAL EA 1000 $ 10.00 20% $ 8.00 $ 8,000.00 1 ACHIM IMPORTING OPR376WH36 797139 37-1/4X6' Rm Dark Wht Roller Shade EA 8,891 -$ -$ 2 AMREP, INC ZUHTFF5G 113032 Flr Finish, 5 Gal Zep Hgh Traffic EA 1,302 -$ -$ 3 AMREP, INC ZULFFS5G 113031 5 Gal Zep Heavy-Duty Floor Stripper EA 1,967 -$ -$ 4 AMREP, INC ZULFFS128 113035 1 Gal Zep Heavy-Duty Floor Stripper EA 3,648 -$ -$ 5 BEMIS MAN. COMPANY 1650EC 189860 Bemis Easy Change Wood Toilet Seat EL EA 3,397 -$ -$ 6 BRASSCRAFT SERVICE PARTS HDS478105 478105 Delta H/C 1300/1400 Srs PB Ctg EA 2,952 -$ -$ 7 BRASSCRAFT SERVICE PARTS SLD1327 478107 Delta 1300/1400 Srs Ctg Assmbly EA 988 -$ -$ 8 BRK SC9120B 126722 BRK AC/DC COMBO CO/SMOKE ALARM EA 8,268 -$ -$ 9 BRK 9120B 126707 DIRECTWIRE SMOKE ALARM W/BATTERY BACK UP EA 18,231 -$ -$ 10 BRK 9120AB 126523 BRK AC/DC ALKALINE BAT SMOKE ALARM EA 6,368 -$ -$ 11 BRK SCO2B 126720 BRK CARBON MONOXIDE/SMOKE ALARM EA 2,172 -$ -$ 12 BRK SA350B 109944 10YR Lith Battery Ion Smoke Alarm EA 2,756 -$ -$ 13 BRK 7010B 126728 120 VOLT PHOTOELECTRIC SMOKE ALARM EA 2,291 -$ -$ 14 BRK CO250B 126516 BRK 9 VOLT CARBON MONOXIDE ALARM EA 1,924 -$ -$ 15 BRK CO5120BN 126602 BRK AC/DC CO ALARM EA 1,268 -$ -$ 16 BROAN MFG CO INC 413001 281200 Broan 30" Wht Range Hood Non-Vented EA 4,990 -$ -$ 17 BROAN MFG CO INC 412401 281150 Broan 24" Wht Range Hood Non-Vented EA 1,968 -$ -$ 18 BROAN MFG CO INC 403001 281025 Broan 30"Wht RngHd 3-1/4x10" Vnt 160CFM EA 1,892 -$ -$ 19 BROAN MFG CO INC 423001 281375 Broan 30" Wht Rng Hd 7"Rnd Vent 190CFM EA 1,887 -$ -$ 20 BROAN MFG CO INC BP43 248750 RANGE HOOD LIGHT LENS EA 8,229 -$ -$ 21 BROAN MFG CO INC 402401 280900 Broan 24" Wht RngHd 3-1/4x10" Vnt 160CFM EA 808 -$ -$ 22 CHAMPION 1079347880583-9 703168 82-3/8" White Vertical Vane 50/Pkg PKG 50 859 -$ -$ 23 CHAMPION 1079347805416-9 702084 35 x 64 White 1" Vinyl Horz Blind EA 7,236 -$ -$ 24 CLOROX 35419 111514 1.12 Gal Pine-Sol Lemon3/Cs CS 3 2,512 -$ -$ 25 CLOROX 35418 111515 1.12 Gal Pine-Sol 3/Cs CS 3 1,197 -$ -$ 26 CLOROX 15949 503107 Clorox Disinfecting Wipes CS Of 6 CS 6 1,065 -$ -$ 27 DAP INC.18152 108709 10.1 OZ WHT DAP ALEX PLUS "CS OF 12"CS 12 1,698 -$ -$ 28 DAP INC.18001 108701 5.5 OZ WHT DAP KWIK SEAL "CS OF 12"CS 12 1,804 -$ -$ 29 DELTA FAUCET CO R10000-UNWS 418801 Delta MultiChoice Tub/Shwr Valve EA 1,116 -$ -$ 30 DURACELL PC1604BKD 158476 9V Drcll Procell Alkaline Battery 12pk PKG 12 10,645 -$ -$ 31 DURACELL PC1500BKD 157755 AA Drcll Procell Alkaline Battery 24pk PKG 24 5,884 -$ -$ 32 DURACELL MN1500BKD 357752 AA Drcll Coppertop Alkaline Battery 24pk PKG 24 1,306 -$ -$ 33 ESSENDANT CO CPC53122 113049 169 Ounce Fabuloso 3/CS CS 3 1,264 -$ -$ 34 FEIT ELECTRIC PL13/41/10 311843 CFL Bulb 13W Twin 4100K 2P Base 10pk PKG 10 2,787 -$ -$ 35 FILTRATION GROUP 1720201 127386 20 X 20 X1" HD PLEATED FILTR "BOX OF 12"BX 12 890 -$ -$ 36 FLUSHMATE C-100500-K 583305 Sloan Flushmate Cartridge C-100500-K EA 2,976 -$ -$ 37 GE 3997 229675 G.E. 6" DRIP BOWL "PKG OF 6"PKG 6 8,329 -$ -$ 38 GE 3998 229680 G.E. 8" DRIP BOWL "PKG OF 6"PKG 6 4,943 -$ -$ 39 GE ERIG9998 206124 REPLACEMENT GE OVEN IGNITER EA 1,327 -$ -$ 40 GE ERIG21 226915 GE Oven Ignitor w/Quick Disconnect EA 1,371 -$ -$ 41 GEORGIA PACIFIC 13728 117986 Acclaim Jumbo Roll Tlet Paper 8/Cs CS 8 1,458 -$ -$ 42 HD SUPPLY 6LR61-24PK 159475 9V HD Supply Battery 24pk PKG 24 4,729 -$ -$ 43 HD SUPPLY XL-W-022 233250 8" UNIVERSAL SURFACE RANGE ELEMENT EA 10,799 -$ -$ 44 HD SUPPLY XL-W-016 234000 8" UNIVERSAL SURFACE RANGE ELEMENT EA 5,096 -$ -$ 45 HD SUPPLY XL-W-010 233000 6" UNIVERSAL SURFACE RANGE ELEMENT EA 10,424 -$ -$ 46 HD SUPPLY C2026PLT 324494 11" 26 WATT FLUORESCENT DRUM FIXTURE EA 1,334 -$ -$ 47 HD SUPPLY 1622-P 189809 16x22" Recessed Mirrored Medicine Cab EA 1,813 -$ -$ Maricopa County Bid Serial 16154-RFP: Maintenance, Repair, Operating Supplies, Industrial Supplies, and Related Products and Services Attachment A-1 Pricing Analysis Wholesale MRO Page 4 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 97 Item Number Manuacturer Name Manufacturer Product Number Product Number Product Description Unit of Measure Quantity List Price Discount Percent (%) Unit Net Price Extended Total Price Maricopa County Bid Serial 16154-RFP: Maintenance, Repair, Operating Supplies, Industrial Supplies, and Related Products and Services Attachment A-1 Pricing Analysis Wholesale MRO 48 HD SUPPLY 1622-RE 404472 16x22" Recsd Mnt Mirror Medcin Cab EA 1,126 -$ -$ 49 HD SUPPLY 1094-06 325255 10" WHITE DRUM FIXTURE, CLEAR/WHT GLASS EA 2,187 -$ -$ 50 HD SUPPLY PL-2440 317875 13-3/4" ROUND WHITE ACRYLIC DRUM LENS EA 2,756 -$ -$ 51 HD SUPPLY XL-W-011 233750 6" UNIVERSAL SURFACE RANGE ELEMENT EA 5,339 -$ -$ 52 HD SUPPLY SX36FC1816-100 857650 36" x 100' Fiberglass Screen Charcoal EA 1,108 -$ -$ 53 HD SUPPLY 1626-R 189811 16x26" Recessed Mirrored Medicine Cab EA 1,309 -$ -$ 54 HD SUPPLY 1049-06 322000 10" WHITE CEILING DRUM FIXTURE EA 2,013 -$ -$ 55 J.T.EATON & CO., INC.11-00PRE6 111882 Rat And Mouse Glue Tray 12/Pkg PKG 12 2,760 -$ -$ 56 KIDDE 21006377-N 126726 KIDDE AC/DC CO/SMOKE ALARM - TALKING EA 5,702 -$ -$ 57 KIDDE 21006378 103406 KIDDE WIRE-IN W/ 9V BATTERY BACK-UP SMO EA 8,241 -$ -$ 58 KIDDE 21006376 340004 KIDDE WIRE-IN W/ 9V BATT BACK-UP SMO EA 5,334 -$ -$ 59 KIDDE 21007586 126734 FIREX AC/DC SMOKE ALARM EA 3,947 -$ -$ 60 KIDDE 21025811 126662 MWH CO ALARM EA 2,903 -$ -$ 61 KIDDE 21006371 126532 KIDDE PHOTOELECTRIC SMOKE ALARM PE120 EA 2,439 -$ -$ 62 KIDDE 21025778 340005 KIDDE Battery Carbon Monoxide Alarm EA 1,984 -$ -$ 63 KIDDE 21009423 126505 MWH BATTERY IONIZATION SMOKE ALARM PK/6 PKG 6 1,609 -$ -$ 64 KIMBERLY CLARK 75260 117397 Scott Rags In A Box 200/Pkg PKG 200 8,174 -$ -$ 65 MAINTENANCE WAREHOUSE L8648AKFR01 119070 56 Gal 1.65 Mil Trash Bag 100/Cs PKG 100 2,450 -$ -$ 66 MAINTENANCE WAREHOUSE L7658AKFR01 119071 55-60 Gal 1.5 Mil Trash Bag 100/Cs EA00 2,343 -$ -$ 67 MAINTENANCE WAREHOUSE L8046AKFR01 119060 40-45 Gal 1.5 Mil Trash Bag 100/Pkg PKG 100 2,456 -$ -$ 68 MAINTENANCE WAREHOUSE ESL13T/12/HDS 313258 CFLi Bulb VL 13W 2700K Twist 12pk PKG 12 3,112 -$ -$ 69 MAINTENANCE WAREHOUSE ESL13T/41K/12/HDS 313264 CFLi Bulb VL 13W 4100K Twist 12pk PKG 12 2,904 -$ -$ 70 MAINTENANCE WAREHOUSE N4827TWFR01 119135 13 Gal .9 Mil Trash Bag 200/Cs PKG 200 1,676 -$ -$ 71 MAINTENANCE WAREHOUSE H7856AGF 119125 55-60 Gal 1.55 Mil Trash Bag 50/Cs PKG 50 2,156 -$ -$ 72 MAINTENANCE WAREHOUSE 30181603 568501 MW Wood Toilet Seat Round 6 Pack PKG 6 2,142 -$ -$ 73 MAINTENANCE WAREHOUSE 30181603 568515 MW Wood Toilet Seat Elongated 6 Pack PKG 6 1,007 -$ -$ 74 MAINTENANCE WAREHOUSE TSR60AS-EL-6 568729 Toilet Seat Plastic MW Elongated 6/Pkg PKG 6 897 -$ -$ 75 MAINTENANCE WAREHOUSE X6648QKF 119099 42 Gal 2.5 Mil Trash Bag 50/Cs PKG 50 1,447 -$ -$ 76 MAINTENANCE WAREHOUSE T-99820-HDS 502062 Mntnce Wrhse Terry Towel, 24/Pkg PKG 24 2,694 -$ -$ 77 MODULAR VANITY TOPS 30181504 404379 19x17" Wht Cult Mrbl Vnty Top W/Snk EA 884 -$ -$ 78 MORTON SALT F115010000 300490 Morton Water Softener Salt Pellets 50LB EA 5,450 -$ -$ 79 PHILIPS LIGHTING CO.196865 314615 T8 Ballast Adv 2 Bulb Elec 32W 120-277V EA 3,630 -$ -$ 80 PHILIPS LIGHTING CO.427187 327499 FLR Bulb Phl 40W T12 4100K 89CRI 30pk PKG 30 1,134 -$ -$ 81 PHILIPS LIGHTING CO.454199 311632 CFLi Bulb Phl 13W 2700K Twist GU24 Base EA 9,410 -$ -$ 82 PHILIPS LIGHTING CO.117788 312971 CFL Ballast Adv 1-2 Bulb Elec 120-277V EA 1,535 -$ -$ 83 PREFOLLOW CO 5U039 115101 32" Pick-Up Tool EA 1,924 -$ -$ 84 PRIME LINE PRODUCTS K-5109 856770 Hvy Dty Pneumatic Storm Door Clsr Black EA 8,410 -$ -$ 85 PRIME LINE PRODUCTS K-5071 855900 1-3/4" Storm Door Handle Black EA 5,886 -$ -$ 86 RESEARCH PRODUCTS CO 96923199 246850 8-3/4x10-1/2x3/32 Alum Range Hood Fltr EA 20,597 -$ -$ 87 RESEARCH PRODUCTS CO 97023195 246400 8-3/4x10-1/2 Actvtd Carbon Rng Hd Fltr EA 19,191 -$ -$ 88 ROPPE CORP H140LA5P100 809775 Roppe 4" X 4' Black Cove Base, CS/16 CS 16 3,146 -$ -$ 89 SAS SAFETY CORP 66519 117955 DISP XL NITRILE GLOVES "PKG OF 100"PKG 100 10,077 -$ -$ 90 SAS SAFETY CORP 6609-40 117844 DISP XL NITRILE GLOVES "PKG OF 50"PKG 50 6,278 -$ -$ 91 SAS SAFETY CORP 66518 117954 DISP LARGE NITRILE GLOVES "PKG OF 100"PKG 100 5,590 -$ -$ 92 SEASONS TSPLH0010 568700 Seasons Plastic Toilet Seat EL White EA 2,574 -$ -$ 93 SHIELD SECURITY 97600 913800 Shield Security Tulip Passage Knob Brass EA 8,343 -$ -$ 94 SUPERIOR/HKF-WEST INC 6080-060 250358 Replacement GE Refrig Evap Fan Motor EA 1,386 -$ -$ 95 SUPERIOR/HKF-WEST INC 6080-009 250674 Vented Range Hood Fan Assembly EA 1,626 -$ -$ Page 5 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 98 Item Number Manuacturer Name Manufacturer Product Number Product Number Product Description Unit of Measure Quantity List Price Discount Percent (%) Unit Net Price Extended Total Price Maricopa County Bid Serial 16154-RFP: Maintenance, Repair, Operating Supplies, Industrial Supplies, and Related Products and Services Attachment A-1 Pricing Analysis Wholesale MRO 96 TCP 33113SP 327860 CFLi Bulb TCP 13W 2700K Twist GU24 Base EA 8,667 -$ -$ 97 UNIVERSAL POWER GROUP D5733 325771 6V 4.5Ah Lead Acid Emergency Battery EA 4,509 -$ -$ 98 W.W. HENRY COMPANY FP00430069 807245 Henry 4 Gallon Tile Adhesive EA 1,854 -$ -$ 99 W.W. HENRY COMPANY 12169 531080 Henry# 595 Cove Base Adhesive 11oz EA 14,806 -$ -$ 100 WHITE-RODGERS 01F78 144S1 213664 W/R 24V DIGITAL HEAT/COOL NON-PROGRAM EA 1,577 -$ -$ -$ TOTAL Page 6 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 99 Item Number Manuacturer Name Manufacturer Product Number Product Number Product Description Unit of Measure Quantity List Price Discount Percent (%) Unit Net Price Extended Total Price Example ABC Company 123456 11111 ABC HYDRAULIC CYLINDER EA 1000 $ 10.00 20% $ 8.00 $ 8,000.00 1 BALDOR EM2559TS-4 EM2559TS-4 AC Motor, Premium Efficient, 125 HP EA 10 -$ -$ 2 BALDOR IDVSM4314T IDVSM4314T AC Motor, Inverter/Vector, 60 HP EA 10 -$ -$ 3 BALDOR EM4110T EM4110T Super-E® Premium Efficient Rigid Base AC Motor, 324T Frame; Rigid Base EA 12 -$ -$ 4 BALDOR EM2547T EM2547T Super-E® Premium Efficient 1800 RPM Three Phase Rigid Base AC Motor, 60hp EA 12 -$ -$ 5 BALDOR EM2543T EM2543T Super-E® Premium Efficient 1800 RPM Three Phase Rigid Base AC Motor, 50hp EA 14 -$ -$ 6 BALDOR VEBM3615T VEBM3615T Integral HP Cast Iron140-280frame AC Electrical Motor EA 15 -$ -$ 7 BALDOR EM4314T-G EM4314T-G HVAC Motor, 3 PH, 60 HP, 230/460 V, 1800 RPM, TEFC, 364T Frame EA 15 -$ -$ 8 BALDOR VECP3770T VECP3770T Super-E® Mill & Chemical Duty AC Motor, 213TC Frame; F1 Mounting Style EA 16 -$ -$ 9 BALDOR EM2513T EM2513T Super-E® Premium Efficient 1800 RPM Three Phase Rigid Base AC Motor, 15hp EA 17 -$ -$ 10 BALDOR VEBM3558T VEBM3558T Fractional HP Brakemotor AC Electrical Motor EA 17 -$ -$ 11 BALDOR EM3311T EM3311T Super-E® Premium Efficient 1800 RPM Three Phase Rigid Base AC Motor, 213T Frame; Rigid Base EA 18 -$ -$ 12 BALDOR CEM3661T CEM3661T Super-E® Premium Efficient AC Motor, 182TC Frame, F-1 Mounting Style EA 20 -$ -$ 13 BALDOR EM3714T EM3714T Super-E® Premium Efficient AC Motor, 215T Frame, F-1 Mounting Style EA 21 -$ -$ 14 BALDOR EM3313T EM3313T Super-E® Premium Efficient 1800 RPM Three Phase Rigid Base AC Motor, 10hp EA 21 -$ -$ 15 BALDOR EM3710T EM3710T Super-E® Premium Efficient AC Motor, 213T Frame; Rigid Base EA 22 -$ -$ 16 BALDOR EM3611T EM3611T Super-E® Premium Efficient AC Motor, Rigid Base, 182T Frame EA 26 -$ -$ 17 BALDOR EM3546T EM3546T Super-E® Premium Efficient AC Motor, 143T Frame; General Purpose EA 30 -$ -$ 18 BALDOR CEM3546T CEM3546T Super-E® Premium Efficient AC Motor, C-Face (With Base), 143TC Frame EA 35 -$ -$ 19 BALDOR CEM3558T CEM3558T Super-E® Premium Efficient AC Motor; 145TC Frame EA 85 -$ -$ 20 CAMFIL FARR 855080139 855080139 Durafil® 2V High efficiency, V-style air filter in all plastic enclosing frame EA 70 -$ -$ 21 CAMFIL FARR 405619A22 405619A22 Multi-pocket high efficiency filters with tapered pleats and pockets, 24"x24"x22"EA 96 -$ -$ 22 CAMFIL FARR 405619A12 405619A12 Multi-pocket high efficiency filters with tapered pleats and pockets, 24"x24"x12"EA 140 -$ -$ 23 CAMFIL FARR 404340004 404340004 High efficiency supported media box filter with low initial pressure drop, 24"x24"x12"EA 240 -$ -$ 24 CAMFIL FARR 049880005 049880005 30/30® High-Capacity Pleated Panel Filters EA 578 -$ -$ 25 CONSOLIDATED BEARING NNF-5026A-DA2RSV NNF-5026A-DA2RSV Full Compliment Cylindrical Roller Single Row Radial EA 14 -$ -$ 26 CONTINENTAL 2100 14M55HAWK 2100 14M55HAWK Hawk Pd™ Belt, 55 mm width, 100mm Pitch Length, single Sided EA 40 -$ -$ 27 CONTINENTAL 5VX1900 5VX1900 Hy-T® Wedge Cogged Belt, 190" Outside Length EA 83 -$ -$ 28 CONTINENTAL 5V1800 5V1800 Hy-T® Wedge (Envelope) Belt, 180" Outside Length EA 115 -$ -$ 29 CONTINENTAL 5VX1800 5VX1800 Hy-T® Wedge Cogged Belt, 180" Outside Length EA 163 -$ -$ 30 CONTINENTAL 5VX1600 5VX1600 Hy-T® Wedge Cogged Belt, 160" Outside Length EA 163 -$ -$ 31 CONTINENTAL 5VX1120 5VX1120 Hy-T® Wedge Cogged Belt, 112" Outside Length EA 165 -$ -$ 32 CONTINENTAL 5VX1250 5VX1250 Hy-T® Wedge Cogged Belt, 125" Outside Length EA 171 -$ -$ 33 CONTINENTAL 5VX1000 5VX1000 Hy-T® Wedge Cogged Belt, 100" Outside Length EA 173 -$ -$ 34 CONTINENTAL 5VX1060 5VX1060 Hy-T® Wedge Cogged Belt, 106" Outside Length EA 189 -$ -$ 35 CONTINENTAL SPC4750 SPC4750 Metric V-Belt, 4780mm outside length EA 202 -$ -$ 36 CONTINENTAL 5VX1320 5VX1320 Hy-T® Wedge Cogged Belt, 132" Outside Length EA 206 -$ -$ 37 CONTINENTAL 5VX1700 5VX1700 Hy-T® Wedge Cogged Belt, 170" Outside Length EA 210 -$ -$ 38 CONTINENTAL 5VX1180 5VX1180 Hy-T® Wedge Cogged Belt, 118" Outside Length EA 306 -$ -$ 39 CONTINENTAL 5VX800 5VX800 ContiTech HY-T Wedge Torque Team V-Belt, Banded & Cogged, 4 Rib, 2.5" Width, 0.53" Height, 80" EA 152 -$ -$ 40 COOPER SPLIT 01BCP600GRAT 01BCP600GRAT 01 Series Cast Iron Split Cylindrical Pillow Block, Non-Expansion Type EA 16 -$ -$ 41 COOPER SPLIT 01BCP600EXAT 01BCP600EXAT 01 Series Cast Iron Split Cylindrical Pillow Block, Expansion Type EA 16 -$ -$ 42 CROSS 210DB 210DB DB Series Tie Rod Cylinder, Hydraulic Cylinder EA 94 -$ -$ 43 DODGE 5 7/16SLVOL132424 5 7/16SLVOL132424 Sleevoil® RTL Pillow Block Liner Assembly; Shaft Size 5 7/16"EA 12 -$ -$ 44 DODGE TA5215H25TPR TA5215H25TPR Torque Arm II Taper Bushed Shaft Mount Reducer EA 22 -$ -$ 45 DODGE TA5215MTR MOUNT TA5215MTR MOUNT Motor Mount for Torque Arm II Unit 5215 EA 22 -$ -$ 46 DODGE P2BE307R P2BE307R Type E-XTRA™ Pillow Block; Springlok™ Collar; Heavy-Duty; Contact Seals; 2-Bolt Non-Expansion Pillow BlockEA 42 -$ -$ 47 DODGE P4BE315R IRON P4BE315R IRON Type E-XTRA™ Pillow Block; 4-Bolt Cast Iron Pillow Block; Contact Seals; Springlok Collar; Tapered Roller TypeEA 74 -$ -$ 48 DODGE P2BSC103 P2BSC103 SC Series Normal-Duty Pillow Block EA 113 -$ -$ 49 DODGE F2BDL107 F2BDL107 D-Lok™ DL Series Normal-Duty Cast Iron 2-Bolt Flange Unit EA 252 -$ -$ 50 DODGE 10H FLX FLG 10H FLX FLG D-FLEX ELASTOMERIC SLEEVE COUPLINGS EA 28 -$ -$ 51 DODGE 077587 077587 OLF-2 SYSTEM 1PH EA 12 -$ -$ 52 DONALDSON P167185 P167185 High Pressure Hydraulic Cartridge for Series HPK03 & HPK04, 8" long EA 72 -$ -$ 53 FLUKE CORP.FLUKE-754 FLUKE-754 754 Documenting Process Calibrator-HART EA 13 -$ -$ 54 FLUKE CORP.FLUKE-87-5 FLUKE-87-5 80 Series V Industrial Multimeter, Analog/Digital EA 33 -$ -$ 55 GARLOCK 21852-4156 21852-4156 Model 64 Single Lip Seal w/Dual Springs; Internal Single Lip w/ Dual Springs; Mill-Right® V EA 60 -$ -$ 56 GRACO 243601 243601 Other Lubrication Device EA 24 -$ -$ Maricopa County Bid Serial 16154-RFP: Maintenance, Repair, Operating Supplies, Industrial Supplies, and Related Products and Services Attachment A-1 Pricing Analysis Industrial Page 7 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 100 Item Number Manuacturer Name Manufacturer Product Number Product Number Product Description Unit of Measure Quantity List Price Discount Percent (%) Unit Net Price Extended Total Price Maricopa County Bid Serial 16154-RFP: Maintenance, Repair, Operating Supplies, Industrial Supplies, and Related Products and Services Attachment A-1 Pricing Analysis Industrial 57 JET TOOLS 354035 354035 1-1/2 -2HP 3PH 440/460V 26" Gear Head Drill Press EA 10 -$ -$ 58 LINK-BELT PLB6855D5 PLB6855D5 P-LB6800 Series Spherical Roller Bearing Cast Iron Pillow Block, 2-Bolt Pillow Block EA 18 -$ -$ 59 LINK-BELT PLB6863FR PLB6863FR P-LB6800 Series Spherical Roller Bearing Cast Iron Pillow Block, 4-Bolt Pillow Block EA 20 -$ -$ 60 LINK-BELT PB22440H PB22440H Spherical Roller Bearing Pillow Block, 2 Bolt Holes, Relubricatable, Non-Expansion, Cast Iron, Setscrew Locking CollarEA 26 -$ -$ 61 LOCTITE 1323940 1323940 PC 72189™ Nordbak® Wearing Compound, 25 lb Kit, Abrasive-Resistant Apoxy EA 40 -$ -$ 62 LOCTITE 59231 59231 592™ Thread Sealant, 50mL Tube EA 435 -$ -$ 63 LPS LABORATORIES 00116 00116 LPS 1® Greaseless Lubricant, 16 oz aerosol EA 1,453 -$ -$ 64 LPS LABORATORIES 00316 00316 LPS 3 Premier Rust Inhibitor, 11 oz Aerosol EA 453 -$ -$ 65 LUBRIPLATE L0975-062 L0975-062 Machine Tool Lubricant, 55 gal Drum; Multi-Purpose; Synthetic EA 12 -$ -$ 66 McGILL CF3 1/2SB CF3 1/2SB CF-B & CF-SB Series CAMROL® Cam Follower Bearing, 3 1/2" Roller Diameter EA 106 -$ -$ 67 McGILL CF2SB CF2SB CAMROL® Standard Stud Cam Follower, 2" Roller Diameter EA 162 -$ -$ 68 MRC 7228PDU-BRZ 7228PDU-BRZ 7200-PD Light Series Duplex Ball Bearing, Single Row Angular Contact Bearing EA 19 -$ -$ 69 REXNORD E30 ELEMENT E30 ELEMENT Omega Coupling Element for Size 30 Coupling EA 40 -$ -$ 70 SEALMASTER MST-63 MST-63 MST Series Medium-Duty Take-Up Unit EA 14 -$ -$ 71 SEALMASTER SFT-24 SFT-24 SFT Series Standard-Duty Setscrew Locking 2-Bolt Flange Unit EA 66 -$ -$ 72 SKF TKSA 41 TKSA 41 Advanced Laser Shaft Alignment Tool With Enhanced Measuring And Reporting EA 12 -$ -$ 73 SKF TKBA 40 TKBA 40 Laser Belt Alignment Tool, 20 ft (6 m) Max Operating Distance EA 14 -$ -$ 74 SKF GE120TXA-2LS GE120TXA-2LS Unmounted Plane Bearing; Spherical Plain & Rod End EA 20 -$ -$ 75 SKF 7228BCBM 7228BCBM Light 7200 Series Angular Contact Ball Bearing, 140 mm ID EA 21 -$ -$ 76 SKF 7320BECBM 7320BECBM Medium 7300 Series Angular Contact Ball Bearing, 100mm ID EA 28 -$ -$ 77 SKF 7222BECBM 7222BECBM Light 7200 Series Angular Contact Ball Bearing, 110 mm ID EA 28 -$ -$ 78 SKF 7315BECBM 7315BECBM Medium 7300 Series Angular Contact Ball Bearing, 75mm ID EA 32 -$ -$ 79 SKF 7317BECBY 7317BECBY Medium 7300 Series Angular Contact Ball Bearing, 85mm ID EA 37 -$ -$ 80 SKF SYE1.15/16NH SYE1.15/16NH SYE-N Series Roller Bearing Unit EA 53 -$ -$ 81 SKF 7311BECBY 7311BECBY Medium 7300 Series Angular Contact Ball Bearing, 55mm ID EA 71 -$ -$ 82 SKF LAGD125/WA2 LAGD125/WA2 SYSTEM 24 Automatic Grease Lubricator - Single Use EA 159 -$ -$ 83 SKF 7322BECBM 7322BECBM Angular contact ball bearings, single row EA 17 -$ -$ 84 T.B.WOODS MCS13Y218 MCS13Y218 MCS 13-Y 2-1/8, Variable Pitch Pulley, For Belt: (4836V), Grooves: 1, Bore: 2-1/8" Finished with No KeywayEA 12 -$ -$ 85 TIMKEN HH926749 HH926749 Tapered Roller Bearing Single Cone, 4 3/4" Straight Bore; Standard Tolerance EA 17 -$ -$ 86 TIMKEN HM127446 90362 HM127446 90362 Bearing, Tapered; Standard Precision EA 18 -$ -$ 87 TIMKEN HM120848 HM120848 Tapered Roller Bearing Single Cone, 4" Straight Bore; Standard Tolerance EA 50 -$ -$ 88 TIMKEN HM129848 90294 HM129848 90294 Standard Precision, Assembled Bearing EA 75 -$ -$ 89 TORRINGTON 23260YMBW525C08 23260YMBW525C08 Spherical Roller Bearing, Radial Bearing; Straight Bore; Brass / Bronze Cage EA 22 -$ -$ 90 TORRINGTON 300RU92AD1112R3 300RU92AD1112R3 Cylindrical Bearing, Straight Bore; Brass / Bronze Cage; Removable Inner Ring - Straight EA 22 -$ -$ 91 U.S. ELETRIC MOTORS D125P1FS D125P1FS 125 HP US Motor 3600 RPM 404TS Frame ODP EA 10 -$ -$ 92 U.S. ELETRIC MOTORS U25P2D U25P2D General Purpose Motor - 3 ph, 25 hp, 1800 rpm, 208-230/460 V, 50/60 Hz, 284T Frame, TEFC EA 15 -$ -$ 93 WARNER ELECTRIC 320-22-020A 320-22-020A Electrical Clutch & Brakes EA 14 -$ -$ 94 WARNER ELECTRIC 320-12-018A 320-12-018A Electrical Clutch & Brakes EA 14 -$ -$ 95 WARNER ELECTRIC 5371-4 5371-4 Electrical Clutch & Brakes EA 23 -$ -$ 96 WARNER ELECTRIC 5370-111-013 5370-111-013 Electrical Clutch & Brakes EA 65 -$ -$ 97 WARNER ELECTRIC 540-1642 540-1642 Electrical Clutch & Brakes EA 76 -$ -$ 98 WARNER ELECTRIC 5370-273-232 5370-273-232 Actuators & Wg Jacks Accessory EA 91 -$ -$ 99 WARREN RUPP SNDPIPER W15-4,DB1II.W15-4,DB1II.Cast-Iron Buna Single Double Diaphragm Pump, 260 gpm, 125 psi EA 10 -$ -$ 100 WEG ELECTRIC CORP 15036ET3G445TS-W22 15036ET3G445TS-W22 Premium Efficiency Electrical Motor EA 10 -$ -$ 8,000.00$ TOTAL Page 8 Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 101 SERIAL 16154-RFP EXHIBIT 3 (DRAFT CONTRACT) CONTRACT PURSUANT TO RFP SERIAL 16154-RFP This Contract is entered into this _____ day of ____________, 20__ by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and _______________________________, an Arizona corporation (“Contractor”) for the purchase of Maintenance Repair and Operating Supplies and Services. 1.0 CONTRACT TERM: 1.1 This Contract is for a term of Five (5) years, beginning on the ____ day of _______, 2016 and ending the ___ day of _________, 20___. 1.2 The County may, at its option and with the agreement of the Contractor, renew the term of this Contract for additional terms up to a maximum of five (5) additional years, (or at the County’s sole discretion, extend the contract on a month-to-month bases for a maximum of six (6) months after expiration). The County shall notify the Contractor in writing of its intent to extend the Contract term at least sixty (60) calendar days prior to the expiration of the original contract term, or any additional term thereafter. 2.0 FEE ADJUSTMENTS: 2.1 Any request for a fee adjustment must be submitted sixty (60) days prior to the current Contract expiration. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. If County agrees to the adjusted fee, County shall issue written approval of the change. The reasonableness of the request will be determined by comparing the request with the (Consumer Price Index) or by performing a market survey. 3.0 PAYMENTS: 3.1 As consideration for performance of the duties described herein, County shall pay Contractor the prices based on the discounts stated in Exhibit “A.” or Task Order. 3.2 Payment shall be made upon the County’s receipt of a properly completed invoice. 3.3 INVOICES: 3.3.1 The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s) can be made. Incomplete invoices will not be processed. At a minimum, the invoice must provide the following information: • Company name, address and contact • County bill-to name and contact information Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 102 SERIAL 16154-RFP • Contract Serial Number or • County purchase order number • Invoice number and date • Payment terms • Date of service or delivery • Quantity (number of days or weeks) • Contract Item number(s) • Description of Purchase (product or services) • Pricing per unit of purchase • Freight (if applicable) • Extended price • Mileage w/rate (if applicable) • Arrival and completion time (if applicable) • Total Amount Due 3.3.2 Problems regarding billing or invoicing shall be directed to the using agency as listed on the Purchase Order. 3.3.3 Payment shall be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site (http://www.maricopa.gov/Finance/Vendors.aspx). 3.3.4 Discounts offered in the contract shall be calculated based on t he date a properly completed invoice is received by the County (ROI). 3.3.5 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.3.6 Invoices are required to contain the following information: (Maricopa County Facilities Management) Company name, address and contact County bill-to name and contact information Building Name and Building Number Contract Serial Number or County purchase order number Maximo (FMD) service call number Invoice number and date Date of service or delivery Description of Purchase (services performed) Pricing per unit of purchase Extended price Arrival and completion time Total Amount Due 3.3.7 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County (ROI). 3.3.8 Problems regarding billing or invoicing shall be directed to the using agency as listed on the Purchase Order. 3.3.9 Payment shall be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 103 SERIAL 16154-RFP Form located on the County Department of Finance Vendor Registration Web Site (http://www.maricopa.gov/Finance/Vendors.aspx). 3.3.10 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated fi nancial institution for access to those details. 3.4 PAYMENT RETENTION: (By Task Order/Project if required) 3.4.1 Ten percent (10%) of monies paid for Project Management and Project Labor earned by CONTRACTOR related to work under this agreement shall be retained by COUNTY until Final Completion of the services. COUNTY may elect to release specific retention payments based on mutually agreed milestones, but in no case shall retention be released prior to Final Completion. All other payment terms and conditions shall not be affected by the retention. In the event of termination or cancellation of this contract by County through no fault of CONTRACTOR, CONTRACTOR shall be entitled to the refund of any funds in the retention account. 3.4.2 The CONTRACTOR shall have the right, pursuant to Arizona Revised Statues, to submit securities in lieu of retention for all work completed. The CONTRACTOR is required to request this option at least ten (10) business days prior to submission of first Application for Payment to allow time for preparation of forms. The CONTRACTOR shall request and obtain securities forms through COUNTY. The COUNTY must identify either securities option or retention option prior to first Application for Payment. 3.5 APPLICABLE TAXES: 3.5.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor’s invoices. 3.5.2 State and Local Transaction Privilege Taxes: Maricopa County is subject to all applicable state and local transaction privilege taxes. To the extent any state and local transaction privilege taxes apply to sales made under the terms of this contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority. 3.5.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation. 3.6 TAX: (SERVICES) No tax shall be levied against labor. It is the responsibility of the Contractor to determine any and all taxes and include the same in proposal price. 3.7 TAX (COMMODITIES): Tax shall not be levied against labor. Sales/use tax will be determined by County. Tax will not b e used in determining low price. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 104 SERIAL 16154-RFP 3.8 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE): 3.8.1 The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of Arizona, many Phoenix metropolitan area municipalities, and many K -12 unified school districts. Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful Respondent under this solicitation, a member of $AVE may access a contract resulting from a solicitation issued by the County. If you do not want to grant such access to a member of $AVE, please so state in your proposal. In the absence of a statement to the contrary, the County will assume that you do wish to grant access to any contract that may result from this Request for Proposal. 3.9 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s) 3.9.1 County currently holds ICPA’s with numerous governmental entities throughout the State of Arizona. These agreements allow those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of the County Contract. Please indicate on Attachment A, your acceptance or rejection regarding such participation of other governmental entities. Your response will not be considered as an evaluation factor in awarding a contract 3.10 VOLUNTARY EMPLOYEE DISCOUNTS 3.10.1 Vendors may voluntarily offer discounts to County employees for products or services provided under this contract. Whether a vendor offers or does not offer an employee discount is not a factor in nor considered in the evaluation of responses to this solicitation. 3.10.2 Any discount offered is part of a commercial transaction between the vendor and individual County employees and the County is not a party to the transaction. Any disputes or issues arising from an individual commercial transaction between the vendor and an individual County employee are a matter between the vendor and the employee. If a discount is offered, the terms will be announced to County employees. 4.0 AVAILABILITY OF FUNDS: 4.1 The provisions of this Contract relating to payment for services shall become effective when funds assigned for the purpose of compensating the Contractor as herein provided are actually available to County for disbursement. The County shall be the sole judge and authority in determining the availability of funds under this Contract. County shall keep the Contractor fully informed as to the availability of funds. 4.2 If any action is taken by any state agency, Federal department or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in connection with, this Contract. In the event of termination, County shall be li able for payment only for services rendered prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this Contract. County shall give written notice of the effective date of any suspension, amendment, or termination under this Section, at least ten (10) days in advance. 5.0 DUTIES: 5.1 The Contractor shall perform all duties stated in Exhibit “B”, Task Order or as otherwise directed in writing by the Procurement Officer. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 105 SERIAL 16154-RFP 6.0 TERMS and CONDITIONS: 6.1 INDEMNIFICATION: To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the negligent acts, errors, omissions, or mistakes relating to the performance of this Contract. Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, agents, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment of, or destruction of tangible property, including loss of use resulting there from, caused by negligent acts, errors, omissions, or mistakes in the performance of this Contract, but only to the extent caused by the negligent acts or omissions of the Contractor, a subcontr actor, any one directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. The scope of this indemnification does not extend to the sole negligence of County. 6.2 INSURANCE. 6.2.1 Contractor, at Contractor’s own expense, shall purchase and maintain the herein stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County. 6.2.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the Contract is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this Contract. 6.2.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 6.2.4 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County’s right to coverage afforded under the insurance policies. 6.2.5 The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to County under such policies. Contractor shall be solely responsible for the deductible and/or self-insured retention and County, at its option, may require Contractor to secure payment of such deductibles or self -insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 6.2.6 The insurance policies required by this Contract, except Workers’ Compensation and Errors and Omissions, shall name County, its agents, representatives, officers, directors, officials and employees as Additional Insureds. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 106 SERIAL 16154-RFP 6.2.7 The policies required hereunder, except Workers’ Compensation and Errors and Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, representatives, officers, directors, officials and employees for any claims arising out of Contractor’s work or service. 6.2.8 Commercial General Liability. Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third party action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 6.2.9 Automobile Liability. Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a combined single limit for bodily injury and property damage of not less than $1,000,000 each occurrence with respect to any of the Contractor’s owned, hired, and non-owned vehicles assigned to or used in performance of the Contractor’s work or services or use or maintenance of the Premises under this Contract. 6.2.10 Workers’ Compensation. Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of Contractor’s employees engaged in the performance of the work or services under this Contract; and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. Contractor, its contractors and its subcontractors waive all rights against Contract and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability insurance obtained by Contractor, its contractors and its subcontractors pursuant to this Contract. 6.2.11 Errors and Omissions (Professional Liability) Insurance. Errors and Omissions (Professional Liability) insurance and, if necessary, Commercial Umbrella insurance, which will insure and provide coverage for errors or omissions or professional liability of the CONTRACTOR, with limits of no less than $2,000,000 for each claim. 6.2.12 Builder’s Risk (Property) Insurance. CONTRACTOR shall purchase and maintain, on a replacement cost basis, Builders’ Risk insurance and, if necessary, Commercial Umbrella insurance in the amount of the initial Contract amount as well as subsequent modifications thereto for the entire work at the site. Such Builders’ Risk insurance shall be maintained until final payment has been made or until no person or entity other than COUNTY has an insurable interest in the property required to be covered, whichever is earlier. This insurance shall include interests of COUNTY, CONTRACTOR, and all subcontractors and sub‐subcontractors in the work during the life of the Contract and course of construction, and shall continue until the work is completed and accepted by COUNTY. For new construction projects, CONTRACTOR agrees to assume full responsibility for loss or damage to the work being performed and to the structures under construction. For renovation construction Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 107 SERIAL 16154-RFP projects, CONTRACTOR agrees to assume responsibility for loss or damage to the work being performed at least up to the full Contract amount, unless otherwise required by the Contract documents or amendments thereto. Builders’ Risk insurance shall be on a special form and shall also cover false work and temporary buildings and shall insure against risk of direct physical loss or damage from external causes including debris removal, demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for architect’s service and expenses required as a result of such insured loss and other “soft costs” as required by the Contract. Builders’ Risk insurance must provide coverage from the time any covered property comes under CONTRACTOR’S control and/or responsibility, and continue without interruption during construction, renovation, or installation, including any time during which the covered property is being transported to the construction installation site, and while on the construction or installation site awaiting installation. The policy will provide coverage while the covered premises or any part thereof are occupied. Builders’ Risk insurance shall be primary and any insurance or self‐insurance maintained by the County is not contributory. If the Contract requires testing of equipment or other similar operations, at the option of COUNTY, CONTRACTOR will be responsible for providing property insurance for these exposures under a Boiler Machinery insurance policy or the Builders’ Risk Insurance policy. 6.2.13 Certificates of Insurance. 6.2.13.1 Prior to Contract AWARD, Contractor shall furnish the County with valid and complete certificates of insurance, or formal endorsements as required by the Contract in the form provided by the County, issued by Contractor’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Contract are in full force and effect. Such certificates shall identify this contract number and title. 6.2.13.2 In the event any insurance policy (ies) required by this contract is (are) written on a “claims made” basis, coverage shall extend for two years past completion and acceptance of Contractor’s work or services and as evidenced by annua l Certificates of Insurance. 6.2.13.3 If a policy does expire during the life of the Contract, a renewal certificate must be sent to County fifteen (15) days prior to the expiration date. 6.2.14 Cancellation and Expiration Notice. Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to Maricopa County. Contractor must provide to Maricopa County, within 2 business days of receipt, if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to Maricopa County Office of Procurement Services and shall be mailed or hand delivered to 320 West Lincoln Street, Phoenix, AZ 85003, or emailed to Procurement Officer noted in solicitation. 6.3 BOND REQUIREMENT: (If required by Project/Task Order) 6.3.1 Concurrently with the submittal of the Contract, the Contractor shall furnish the Contracting Agency the following bonds, which shall become binding upon the award of the contract to the Contractor. 6.3.1.1 A Performance Bond equal to the full Contract amount ($________or as specified) conditioned upon the faithful performance of the Contract in accordance with plans, specifications and conditions thereof. Such bond shall be solely for the protection of the Contracting Agency awarding the Contract. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 108 SERIAL 16154-RFP 6.3.1.2 A Payment Bond equal to the full contract amount ($________or as specified) solely for the protection of claimants supplying labor and materials to the Contractor or his Subcontractors in the prosecution of the work provided for in such Contract. 6.3.2 Each such bond shall include a provision allowing the prevailing party in a suit on such bond to recover as a part of his judgment such reasonable attorney’s fees as may be fixed by a judge of the court. 6.3.3 Each bond shall be executed by a surety company or companies holding a certificate of authority to transact surety business in the State of Arizona issued by the Director of the Department of Insurance. The bonds shall not be executed by an individual surety or sureties. The bonds shall be made payable and acceptable to the Contr acting Agency. The bonds shall be written or countersigned by an authorized representative of the surety who is either a resident of the State of Arizona or whose principal office is maintained in this state, as by law required, and the bonds shall have a ttached thereto a certified copy of the Power of Attorney of the signing official. In addition, said company or companies shall be rated “Best-A” or better as required by the Contracting Agency, as currently listed in the most recent Best Key Rating Guide, published by the A.M. Best Company. 6.4 FORCE MAJEURE 6.4.1 Neither party shall be liable for failure of performance, nor incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Contract if such delay or failure is caused by events, occurrences, or causes beyond the reasonable control and without negligence of the parties. Such events, occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, interruption or failure of electricity or telecommunication service. 6.4.2 Each party, as applicable, shall give the other party notice of its inability to perform and particulars in reasonable detail of the cause of the inability. Each party must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply. 6.4.3 The party asserting Force Majeure as a cause for non-performance shall have the burden of proving that reasonable steps were taken to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated. 6.4.4 The County shall reserve the right to terminate this Contract and/or any applicable order or contract release purchase order upon non -performance by Contractor. The County shall reserve the right to extend the Contract and time for performance at its discretion. 6.5 WARRANTY OF SERVICES: 6.5.1 The Contractor warrants that all services provided hereunder will conform to the requirements of the Contract, including all descriptions, specifications and attachments made a part of this Contract. County’s acceptance of services or goods provided by the Contractor shall not relieve the Contractor from its obligations under this warranty. 6.5.2 In addition to its other remedies, County may, at the Contractor's expense, require prompt correction of any services failing to meet the Contractor's warranty herein. Services corrected by the Contractor shall be subject to all the provisions of this Contract in the manner and to the same extent as services originally furnished hereunder. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 109 SERIAL 16154-RFP 6.6 INSPECTION OF SERVICES: 6.6.1 The Contractor shall provide and maintain an inspection system acceptable to County covering the services under this Contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County during contract performance and for as long afterwards as the Contract requires. 6.6.2 County has the right to inspect and test all services called for by the Contract, to the extent practicable at all times and places during the term of the Contract. County shall perform inspections and tests in a manner that will not unduly delay the work. 6.6.3 If any of the services do not conform to Contract requirements, County may require the Contractor to perform the services again in conformity with Contract requirements, at no cost to the County. When the defects in services cannot be corrected by re -performance, County may: 6.6.3.1 Require the Contractor to take necessary action to ensure that future performance conforms to Contract requirements; and 6.6.3.2 Reduce the Contract price to reflect the reduced value of the services performed. 6.6.4 If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with Contract requirements, County may: 6.6.4.1 By Contract or otherwise, perform the services and charge to the Contractor , through direct billing or through payment reduction, any cost incurred by County that is directly related to the performance of such service; or 6.6.4.2 Terminate the Contract for default. 6.7 REQUIREMENTS CONTRACT: 6.7.1 Contractors signify their understanding and agreement by signing a bid submittal, that the Contract resulting from the bid is a requirements contract. However, the C ontract does not guarantee any minimum or maximum number of purchases will be made. It only indicates that if purchases are made for the materials or services contained in the Contract, they will be purchased from the Contractor awarded that item if the Contractor can meet all the delivery requirements of the County. Orders will only be placed when the County identifies a need and proper authorization and documentation have been approved. 6.7.2 County reserves the right to cancel Purchase Orders within a reaso nable period of time after issuance. Should a Purchase Order be canceled, the County agrees to reimburse the Contractor for actual and documentable costs incurred by the Contractor in response to the Purchase Order. The County will not reimburse the Contractor for any costs incurred after receipt of County notice of cancellation, or for lost profits, shipment of product prior to issuance of Purchase Order, etc. 6.7.3 Contractors agree to accept verbal notification of cancellation of Purchase Orders from the County Procurement Officer with written notification to follow. By submitting a bid in response to this Invitation for Bids, the Contractor specifically acknowledges to be bound by this cancellation policy. 6.8 Background Check: Contractors need to be aware that there may be multiple background checks (Sheriff’s Office, County Attorney's Office, Courts as well as Maricopa County general government) to determine if the respondents employees are acceptable for the contractor to do business with the County. This applies to (but is not limited to) the company and sub -contractors. Employees or others who fail to Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 110 SERIAL 16154-RFP pass these checks shall not be allowed to work on County projects. Failure to meet these requirements may lead to termination of the contract. 6.9 Suspension of Work The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time that the Procurement Officer determines appropriate for the convenience of the County. No adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Contractor. No request for adjustment under this clause shall be granted unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the contract. 6.10 Stop Work Order The Procurement Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop -work is delivered to the Contractor, or within any extension of that period to w hich the parties shall have agreed, the Procurement Officer shall either— 6.10.1 Cancel the stop-work order; or 6.10.2 Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the County, clause of this contract. 6.10.3 The Procurement Officer may make an equitable adjustment in the delivery schedule and/or contract price, or otherwise, and the contract shall be modified, in writing, accordingly, if the Contractor demonstrates that the stop work order resulted in an increase in costs to the Contractor. 6.11 UNCONDITIONAL TERMINATION FOR CONVENIENCE: Maricopa County may terminate the resultant Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor. 6.12 TERMINATION FOR DEFAULT: The County may, by written notice of default to the Contractor, terminate this contract in whole or in part if the Contractor fails to: 6.12.1 Deliver the supplies or to perform the services within the time specified in this contract or any extension; 6.12.2 Make progress, so as to endanger performance of this contract; or 6.12.3 Perform any of the other provisions of this contract. 6.12.4 The County’s right to terminate this contract under these subparagraph may be exercised if the Contractor does not cure such failure within 10 days (or more if authorized in writing by the County) after receipt of the notice from the Procurement Officer specifying the failure. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 111 SERIAL 16154-RFP 6.13 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST: Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without penalty or further obligation within three years after execution of the contract, if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County is at any time while the Contract or any extension of the Contract is in effect, an employee or agent of any other party to the Contract in any capacity or consultant to any other party of the Contract with respect to the subject matter of the Contract. Additionally, purs uant to A.R.S § 38-511 the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County from any other party to the contract arising as the result of the Contract. 6.14 CONTRACTOR LICENSE REQUIREMENT: 6.14.1 The Respondent shall procure all permits, insurance, licenses and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any required certification requirements, required by any and all governmental or non-governmental entities as mandated to maintain compliance with and in good standing for all permits and/or licenses. The Respondent shall keep fully informed of existing and future trade or industry requirements, Federal, State and Local laws, ordinances, and regulations which in any manner affect the fulfillment of a Contract and shall comply with the same. Contractor shall immediately notify both Office of Procurement Services and the using agency of any and all changes concerning permits, insurance or licenses. 6.14.2 Respondents furnishing finished products, materials or articles of merchandise that will require installation or attachment as part of the Contract, shall possess any licenses required. A Respondent is not relieved of its obligation to posses the required licenses by subcontracting of the labor portion of the Contract. Respondents are advised to contact the Arizona Registrar of Contractors, Chief of Licensing, at (602) 542-1525 to ascertain licensing requirements for a particular contract. Respondents shall identify which license(s), if any, the Registrar of Contractors requires for performance of the Contract. 6.15 SUBCONTRACTING: 6.15.1 The Contractor may not assign to another Contractor or Subcontract to another party for performance of the terms and conditions hereof without the written consent of the County. All correspondence authorizing subcontracting must reference the Bid Serial Number and identify the job project. 6.15.2 The Subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates or the County has approved the increase. The Subcontractor’s invoice shall be invoiced directly to the Prime Contractor, who in turn shall pass-through the costs to the County, without mark-up. A copy of the Subcontractor’s invoice must accompany the Prime Contractor’s invoice. 6.16 AMENDMENTS: All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County. 6.17 ADDITIONS/DELETIONS OF SERVICE: 6.17.1 The County reserves the right to add and/or d elete materials and services to a Contract. If a service requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of service reduced in accordance with the bid price. If Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 112 SERIAL 16154-RFP additional materials or services are required from a Contract, prices for such additions will be negotiated between the Contractor and the County. 6.17.2 The County reserves the right of final approval on proposed staff for all Task Orders. Also, upon request by the County, the Contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless previously approved by the County. 6.18 VALIDITY: The invalidity, in whole or in part, of any provision of thi s Contract shall not void or affect the validity of any other provision of the Contract. 6.19 SEVERABILITY: The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of this Contract. 6.20 RIGHTS IN DATA: The County shall have the use of data and reports resulting from a Contract without additional cost or other restriction except as may be established by law or applicable regulation. Each party shall supply to the other party, upon request, any available information that is relevant to a Contract and to the performance thereunder. 6.21 NON-DISCRIMINATION: CONTRACTOR agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Governor of the State of Arizona’s website http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1 which is hereby incorporated into this contract as if set forth in full herein. During the performance of this contract, CONTRACTOR shall not discriminate against any employee, client or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability or national origin. 6.22 ISRAEL BOYCOTT: Per House Bill 2617 Contractor certifies that they are not currently engaged in, and agrees for the duration of the Contract to not engage in, a boycott of Israel. 6.23 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION 6.23.1 The undersigned (authorized official signing for the Contractor) certifies to the best of his or her knowledge and belief, that the Contractor 6.23.1.1 is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal Department or agency; 6.23.1.2 have not within 3-year period preceding this Contract been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 113 SERIAL 16154-RFP 6.23.1.3 are not presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and 6.23.1.4 have not within a 3-year period preceding this Contract had one or more public transaction (Federal, State or local) terminated for cause of default. 6.23.2 The Contractor agrees to include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract. 6.24 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41 - 4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS: 6.24.1 By entering into the Contract, the Contractor warrants compliance with the Immigration and Nationality Act (INA using e-verify) and all other federal immigration laws and regulations related to the immigration status of its employees and A.R.S. §23-214(A). The contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the Procurement Officer upon request. These warranties shall remain in effect through the term of the Contract. The Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as amended from time to time, for all employees performing work under the Contract and verify employee compliance using the E-verify system and shall keep a record of the verification for the duration of the employee’s employment or at least three years, whichever is longer. I-9 forms are available for download at USCIS.GOV. 6.24.2 The County retains the legal right to inspect contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 6.24.1 of this Section. Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the contract and may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. 6.25 INFLUENCE As prescribed in MC1-1202 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct may be grounds for Disbarment or Suspension under MC1-902. An attempt to influence includes, but is not limited to: 6.25.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type valuable contribution or subsidy, 6.25.2 That is offered or given with the intent to influence a decision, obtain a contra ct, garner favorable treatment, or gain favorable consideration of any kind. If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 114 SERIAL 16154-RFP 6.26 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS. 6.26.1 The Parties agree that this Contract and employees working on this Contract will be subject to the whistleblower rights and remedies in the pilot program on contractor employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and section 3.908 of the Federal Acquisition Regulation; 6.26.2 Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by Contractor and copies provided to County upon request. 6.26.3 Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold ($150,000 as of September 2013). 6.27 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW: 6.27.1 In accordance with section MCI 371 of the Marico pa County Procurement Code the Contractor agrees to retain all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract for six (6) years after final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is latest. The County, Federal or State auditors and any other persons duly authorized by the Department shall have full access to, and the right to examine, copy and make use of, any and all said materials. 6.27.2 If the Contractor’s books, records , accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract are not sufficient to support and document that requested services were provided, the Contractor shall reimburse Maricopa County for the services not so adequately supported and documented. 6.27.3 If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check or deduction from current billings Submitted by the Contractor by the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County. 6.28 AUDIT DISALLOWANCES: If at any time, County determines that a cost for which payment has been made is a disallowed cost, such as overpayment, County shall notify the Contractor in writing of the disallowance. County shall also state the means of correction, which may be but shall not be limited to adjustment of any future claim submitted by the Contractor by the amount of the disallowance, or to require repayment of the disallowed amount by the Contractor. 6.29 OFFSET FOR DAMAGES; In addition to all other remedies at Law or Equity, the County may offset from any money due to the Contractor any amounts Contractor owes to the County for damages resulting from breach or deficiencies in performance of the contract. Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 115 SERIAL 16154-RFP 6.30 PUBLIC RECORDS: Under Arizona law, all Offers submitted and opened are public records and must be retained by the Records Manager at the Office of Procurement Services. Offers shall be open to public inspection and copying after Contract award and execution, except for such Offers or sections thereof determined to contain proprietary or confidential informatio n. by the Office of Procurement Services. If an Offeror believes that information in its Offer or any resulting Contract should not be released in response to a public record request under Arizona law, the Offeror shall indicate the specific information deemed confidential or proprietary and submit a statement with its offer detailing the reasons that the information should not be disclosed. Such reasons shall include the specific harm or prejudice which may arise from disclosure. The Records Manager of the Office of Procurement Services shall determine whether the identified information is confidential pursuant to the Maricopa County Procurement Code. 6.31 PRICES: Contractor warrants that prices extended to County under this Contract are no higher than those paid by any other customer for these or similar services. 6.32 INTEGRATION: This Contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, communications, understandings, representations, or agreements, whether oral or written, express or implied. 6.33 RELATIONSHIPS: In the performance of the services described herein, the Contractor shall act solely as an independent contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, co -employee, partnership, principal and agent, or joint venture between the County and the Contractor. 6.34 GOVERNING LAW: This Contract shall be governed by the laws of the state of Arizona. Venue for any actions or lawsuits involving this Contract will be in Maricopa County Superior Court or in the United States District Court for the District of Arizona, sitting in Phoenix, Arizona 6.35 ORDER OF PRECEDENCE: In the event of a conflict in the provisions of this Contract and Contractor’s license agreement, if applicable, the terms of this Contract shall prevail. 6.36 INCORPORATION OF DOCUMENTS: The following are to be attached to and made part of this Contract : 6.36.1 Exhibit A, Pricing; 6.36.2 Exhibit B, Scope of Work; 6.36.3 Exhibit C Facilities Management Requirements Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 116 SERIAL 16154-RFP NOTICES: All notices given pursuant to the terms of this Contract shall be addressed to: For County: Maricopa County Office of Procurement Services ATTN: Contract Administration 320 West Lincoln Street Phoenix, Arizona 85003-2494 For Contractor: Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 117 SERIAL 16154-RFP IN WITNESS WHEREOF, this Contract is executed on the date set forth above. CONTRACTOR AUTHORIZED SIGNATURE PRINTED NAME AND TITLE ADDRESS DATE MARICOPA COUNTY CHAIRMAN, BOARD OF SUPERVISORS DATE ATTESTED: CLERK OF THE BOARD DATE APPROVED AS TO FORM: DEPUTY COUNTY ATTORNEY DATE Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 118 55 66 Question and Answers for Bid #16154 -RFP - MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PROD Overall Bid Questions Question 1 Questions (Submitted: Jul 28, 2016 1:40:20 PM MST) Answer - No questions will be accepted through BidSync. All questions are to be submitted after Pre -proposal meeting on September 1, 2016. (Submitted: Jul 28, 2016 1:40:20 PM MST) (Answered: Jul 28, 2016 1:41:24 PM MST) Bid 16154-RFPMaricopa County 8/4/2016 8:29 AM p. 119 8/5/2016 Bids & Proposals http://thebuyline.seattle.gov/category/bidsandpr oposals/1/10 Mayor Edward B. Murray U.S. COMMUNITIES: Maintenance, Repair, Operating Supplies, Industrial Supplies and Related Prod 16154- RFP August 4, 2016 by purchadmin Click here to access Request for Proposal 16154-RFP.pdf Bid Number 16154–RFP Bid Title MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PROD Bid Start Date Aug 4, 2016 7:27:21 AM MST Bid End Date Sep 22, 2016 2:00:00 PM MST Question & Answer End Date Aug 5, 2016 7:00:00 AM MST Bid Contact Steve Dahle, Strategic Team Manager 6025063450 Sdahle@mail.maricopa.gov PreBid Conference Sep 1, 2016 9:00:00 AM MST Attendance is mandatory Location: THERE WILL BE A MANDATORY PREPROPOSAL CONFERENCE ON SEPTEMBER 1, 2016 AT 9:00 AM ARIZONA TIME, AT THE MARICOPA COUNTY OFFICE OF PROCUREMENT SERVICES, 320 WEST LINCOLN STREET, PHOENIX, ARIZONA 85003. (DUE TO SPACE LIMITATIONS VENDORS LIMIT ATTENDANCE TO NO MORE THAN TWO (2) PEOPLE). Description Maricopa County, AZ (herein “Lead Public Agency” on behalf of itself and all states, Search this w ebsite … Visit our Website CATEGORIES Bids & Proposals ARCHIVES Select Month Seattle.gov The Buy Line Blog City Purchasing 8/5/2016 Bids & Proposals http://thebuyline.seattle.gov/category/bidsandpr oposals/2/10 local governments, school districts, and higher education institutions in the United States of America, and other government agencies and nonprofit organizations (herein “Participating Public Agencies”) is soliciting proposals from qualified suppliers to enter into a Master Agreement for a complete line of Maintenance, Repair and Operating (MRO) Supplies and Industrial Supplies in a Retail and Wholesale environment; and Related Products and Services (herein “Products and Services”). A complete and comprehensive offering of Industrial supplies such as bearings, linear technologies, power transmissions, motors, hydraulics, pneumatics, gearing, material handling, conveyor systems, industrial rubber, general maintenance supplies, fluid power and any additional related products and services. In addition, a complete range of services available through Supplier such as, but not limited to, installation, renovation services, repair services, training services and any other related services such as rubber fabrication, vulcanizing, hose fabrication, hydraulic system (design and build) that may offered by Supplier. Such services may be required for public pools, solid waste transfer sites, water treatment plants, waste water treatment sites, boiler plants, mass transit systems, road maintenance equipment, prisons and hospitals and public agencies.. NOTICE OF SOLICITATION SERIAL 16154-RFP REQUEST FOR PROPOSAL FOR: MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PRODUCTS AND SERVICES (U.S. Communities) Notice is hereby given sealed proposals will be received by the Office of Procurement Services, 320 West Lincoln Street, Phoenix, Arizona 850032494, until 2:00 P.M. Arizona time on September 22, 2016 for the furnishing of the following goods and services for Maricopa County. Proposals will be opened by the Chief Procurement Officer (or designated representative) at an open, public meeting at the above time and place. All Proposals must be signed, sealed and addressed to the Office of Procurement Services, 320 West Lincoln Street, Phoenix, Arizona 850032494, and marked “SERIAL 16154 RFP REQUEST FOR PROPOSAL FOR MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PRODUCTS AND SERVICES (U.S. Communities) The Maricopa County Procurement Code (“The Code”) governs this procurement and is incorporated by this reference. Any protest concerning this Request for Proposal must be filed with the Procurement Officer in accordance with Section MC1905 of the Code. ALL ADMINISTRATIVE INFORMATION CONCERNING THIS REQUEST FOR PROPOSAL CAN BE LOCATED AT http://www.maricopa.gov/procurement/ ANY ADDENDA TO THIS REQUEST FOR PROPOSAL WILL BE POSTED ON THE MARICOPA COUNTY OFFICE OF PROCUREMENT SERVICES WEB SITE UNDER THE SOLICITATION SERIAL NUMBER. PROPOSAL ENVELOPES WITH INSUFFICIENT POSTAGE WILL NOT BE 8/5/2016 Bids & Proposals http://thebuyline.seattle.gov/category/bidsandpr oposals/3/10 ACCEPTED BY THE MARICOPA COUNTY OFFICE OF PROCUREMENT SERVICES DIRECT ALL INQUIRIES TO: STEVE DHLE PROCUREMENT OFFICER TELEPHONE: (602) 5063450 EMAIL: SDAHLE@mail.maricopa.gov File d Under: 16154RFP, Bids & Proposals Janitorial Services for Seattle Public Utilities (SPU) 2700 Airpor t Way South Seattle, WA 98134, which includes Maintenance Building, Warehouse Purchasing Building and Meter Building, and three ãeld restrooms located at Foy Pump Station; Nor th East 145th Street and 5th Avenue Nor th East, Bitterlake Pump Station; Linden Avenue Nor th & Nor th 143rd Street Dravis Street Pump Station; at West Dravis Street & 23rd Avenue West – ITB #SPU- Janitorial 72016 July 20, 2016 by Julie Salinas Click here to access Invitation to Bid #SPU- Janitorial72016.docx ITB Due Date & Time: 8/19/2016 at 4:00 p.m. PDT 8/5/2016 Bids & Proposals http://thebuyline.seattle.gov/category/bidsandpr oposals/4/10 Addendum Q&A: 8/1/2016 Mandatory Site Visit: 7/28/2016 at 3:00 p.m. PDT at 2700 Airport Way South, Seattle, WA 98134 Mandatory Site Visit Attendee List: 7/28/2016 City Buyer: Sara Schutt, 2066840456 Evaluation and Award Decisions Status Update: N/A Status & Award List: N/A Executed Contract: N/A File d Under: Bids & Proposals, ITB #SPU Janitorial72016 CLOSED-Tactical Electronics for Seattle Police Depar tment, #ITB- POL743 July 19, 2016 by Julie Salinas Click here to access Invitation to Bid #POL- 743.docx ITB Due Date & Time: 7/26/2016 at 4:00 p.m. PDT Addendum Q&A: N/A Optional PreBid Conference/Site Visit: 7/20/2016 at 4:00 p.m. PDT at 700 5th Avenue, Suite 4112 Seattle, WA City Buyer: Sara Schutt, 2066840456 Evaluation and Award Decisions Status Update: In Evaluation Status & Award List: N/A Executed Contract: N/A File d Under: ITB #POL743 8/5/2016 Bids & Proposals http://thebuyline.seattle.gov/category/bidsandpr oposals/5/10 CLOSED-Individual Patrol Ofãcer Kits (IPOK) #ITB-POL744 July 19, 2016 by Julie Salinas Click here to access Invitation to Bid #POL744.doc Bid Due Date & Time: 07/26/2016 at 2:00 p.m. PDT Addendum Q&A: N/A Optional PreBid Conference: 7/20/2016 at 3:00 p.m. at 700 5th Avenue, Suite 4112 PreBid Conference Attendees List: N/A City Buyer: Sara Schutt, 2066840456 Evaluation and Award Decisions Status Update: In Evaluation Status & Award List: N/A Executed Contract: N/A File d Under: Bids & Proposals, ITB #POL744 Central Library Exterior Window Cleaning RFP #SPL-2016 July 7, 2016 by purchadmin Click here to access Request for Proposal #SPL- 2016.doc RFP Due Date & Time: 08/31/2016 at 3:00PM Addendum Q &A: N/A Mandatory PreProposal Conference & Site Visit: 07/27/2016 at 8:30AM at the City of Seattle, Central Library, located at 1000 Fourth Avenue, Seattle, WA 981041109 Mandatory PreProposal Conference Attendees List: N/A 8/5/2016 Bids & Proposals http://thebuyline.seattle.gov/category/bidsandpr oposals/6/10 City Buyer: David Stubblefield, 2066840452 Evaluation and Award Decisions Status Update: N/A Status & Award List: N/A Executed Contract: N/A File d Under: Bids & Proposals, RFP #SPL2016 CLOSED – Phillips Hear tstar t, FR3, Automated External Deãbrillator ITB #POL-742 July 7, 2016 by purchadmin Click here to access Invitation to Bid #POL- 742.doc ITB Due Date & Time: 7/22/2016 at 2:00pm Addendum Q&A: 7/18/16 Optional PreBid Conference: 7/12/2016 at 3:00pm – 4:00pm at 700 5 Avenue, Suite 4112, Seattle, Room 4110. PreBid Conference Attendees List: N/A City Buyer: Sara Schutt, 2066840456 Evaluation and Award Decisions Status Update: N/A Status & Award List: N/A Executed Contract: N/A File d Under: Bids & Proposals, ITB #POL742 Fall Protection System Maintenance & Training Services ITB #SCL-3612 th 8/5/2016 Bids & Proposals http://thebuyline.seattle.gov/category/bidsandpr oposals/7/10 & Training Services ITB #SCL-3612 July 1, 2016 by PP Click here to access Invitation to Bid #SCL- 3612.doc ITB Due Date & Time: 08/09/2016 at 2:00 PM Addendum Q &A: 07/13/16 Optional PreBid Conference: 07/12/2016 at 10:00 AM. PreBid conference to be held at the City Purchasing Office, 700 5 Avenue, Suite 4112, Seattle Conference Call Option Available Join Skype Meeting This is an online meeting for Skype for Business, the professional meetings and communications app formerly known as Lync. Join by phone 2063861200 (US) English (United States) 8443861200 (US) English (United States) Find a local number Conference ID: 403516 PreBid Conference Attendees List: N/A City Buyer: Presley Palmer, 2062337158 Evaluation and Award Decisions Status Update: N/A Status & Award List: N/A Executed Contract: N/A File d Under: Bids & Proposals, ITB #SCL3612 CLOSED – SCL Connectors, Wedge Taps, Stirrups, Wedge Slices ITB #SCL-3575 th 8/5/2016 Bids & Proposals http://thebuyline.seattle.gov/category/bidsandpr oposals/8/10 Jun e 22, 2016 by purchadmin Click here to access Invitation to Bid #SCL- 3575.doc ITB Due Date & Time: 07/22/16 at 2:00 PM Addendum Q &A: N/A Optional PreBid Conference: 06/28/16 at 10:00 AM at 700 5 Avenue, Suite 4112, Seattle. PreBid Conference Attendees List: N/A City Buyer: Presley Palmer, 2062337158 Evaluation and Award Decisions Status Update: Intent to Award Status & Award List: Bid Tab and Intent to Award Letter Executed Contract: N/A File d Under: Bids & Proposals, ITB #SCL3575 CANCELLED-Governance, Risk and Compliance (GRC) Software and Implementation Services RFP #DIT- 3604 May 26, 2016 by purchadmin Click here to access Request for Proposal #DIT- 3604.docx RFP CANCELLED RFP Due Date & Time: 6/27/16 at 2:00 PM PST Addendum Q&A: 06/24/2016 RFP CANCELLED Optional PreProposal Conference: 6/7/2016 at 10:00 AM at 700 5 Avenue, Suite 4112, Seattle, WA. Click à Join Skype Meeting from your computer to join using your headset th th 8/5/2016 Bids & Proposals http://thebuyline.seattle.gov/category/bidsandpr oposals/9/10 or Join by phone 2063861200 (US) English (United States) 8443861200 (US) English (United States) Find a local number Conference ID: 6336684 Forgot your dialin PIN? |Help PreProposal Conference Attendees List: N/A City Buyer: Presley Palmer, 2062337158 Evaluation and Award Decisions Status Update: N/A Status & Award List: N/A Executed Contract: N/A File d Under: Bids & Proposals, RFP #DIT3604 CLOSED-Bike Share Equipment and Operations Program RFP #TRN-3599 May 19, 2016 by purchadmin Click here to access Request for Proposal #TRN- 3599.docx RFP Due Date & Time: Friday, July 15, 2016 at 3:00 p.m. PST Addendum Q&A: 07/12/2016 PreProposal Conference Attendance: 06/01/2016 Contact information for individuals interested in participating via Conference Call in the Optional Question and Answer session scheduled for Friday, June 10, 2016 at 10:00AM (Pacific) is as follows: …………………………………………………………………………. Join Skype Meeting This is an online meeting for Skype for Business, the professional meetings and communications app formerly known as Lync. 8/5/2016 Bids & Proposals http://thebuyline.seattle.gov/category/bidsandpr oposals/10/10 Join by phone 2063861200 (US) English (United States) 8443861200 (US) English (United States) Find a local number Conference ID: 2091017 Forgot your dialin PIN? |Help City Buyer: Liz Alzeer, 2066844535 Evaluation and Award Decisions Bids Received Log: 07/15/2016 Status Update: In Evaluation Status & Award List: N/A Executed Contract: N/A File d Under: Bids & Proposals, RFP TRN#3599 1 2 3 Next Page » The Buy Line Home RSS Feed Technical Issues? Log in ADA Notice Notice of No n discrimination Privacy © 2016 City o f Seattle 8/5/2016 Request for Pr oposal (RFP) Abstr act: Maintenance, Repair, Operating Supplies, Industr ial Supplies, and Related Products and Services https://www.merx.com /English/SUPPLIER_M enu.asp?W CE=Show&TAB=1&PORTAL=MERX&State=7&id=377977&sr c=nc&Pr evState=28&CLONE_OPP_N…1/2 < Back Maintenance, Repair, Operating Supplies, Industrial Supplies, and Related Products and Services D isclaimer Header Reference Number 377977 Solicitation Number 16154 Organization Name U.S. Communities Source ID PU.MU.USA.457357.C50448 Associated Components Yes Dates Published Revised Closing 20160922 02:00 PM Pacifi c Daylight Saving Time PDT Details Category Construction Products GSINS Region of Delivery Canada Region of Opportunity Canada Agreement Type None Tender Type Request for Proposal (RFP) Estimated Value $100,000,001 > Solicitation Method Open Notice Description Maintenance, Repair, Operating Supplies, Industrial Supplies, and Related Products and Services Maricopa County, AZ (herein “Lead Public Agency” on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America, and other government agencies and nonprofit organizations (herei n “Participating Public Agencies”) is soliciting proposals from qualified suppliers to enter 8/5/2016 Request for Pr oposal (RFP) Abstr act: Maintenance, Repair, Operating Supplies, Industr ial Supplies, and Related Products and Services https://www.merx.com /English/SUPPLIER_M enu.asp?W CE=Show&TAB=1&PORTAL=MERX&State=7&id=377977&sr c=nc&Pr evState=28&CLONE_OPP_N…2/2 into a Master Agreement for a complete line of Maintenance, Repair and Operating (MRO) Supplies and Industrial Supplies in a Retail and Wholesale environment; and Related Products and Services. Contact(s) Contracting Authority Name Mary Pelfrey Address 2999 Oak Road Suite 710 City Walnut Creek State / Province CA Country United States Postal Code 94597 Phone 7045640320 Fax 8035475361 Email mpelfrey@uscommuni ties.org Website URL http://www.uscommunities.org < Back Note: Web site links will be displayed when available. If you click a web site link, you will be connected to another web site. Your MERX session will timeout after 20 minutes of inactivity. Should this occur, please return to the MERX home page and log in to MERX again. © MERX All rights reserved. No part of the information contained in the Public Tenders portion of this Web Site may be reproduced, stored in a retrieval system or transmitted i n any form or by any means, electronic, mechanical, photocopying, recording or otherwise wi thout the prior permission of MERX and the Minister of the participating government department. MERX, the Minister nor the Contracting Authority will assume responsibility or liability for the accuracy of the information contained in the publication. The New York State Contract Reporter This document printed Thursday, 08/04/2016 NYS' official source of contracting opportunities Bringing business and government together Contracting Opportunity * * * This ad has not been published. It has been reviewed and pending publication. * * * Title:Maintenance, Repair, Operating Supplies, Industrial Supplies, and Related Products and Services Agency:U.S. Communities Contract Number:16154 Contract Term:Five (5) Years with Five one-year Extensions Date of Issue:08/05/2016 Due Date/Time:09/22/2016 2:00 PM Local Time County(ies):All NYS counties Classification:Facilities, Maintenance, Repair & Building Operations - Commodities Opportunity Type:General Entered By:Mary Pelfrey Description:Maricopa County, AZ (herein “Lead Public Agency” on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America and other government agencies and nonprofit organizations (herein “Participating Public Agencies”) is soliciting proposals from qualified suppliers to enter into a Master Agreement for a complete line of Maintenance, Repair and Operating (MRO) Supplies and Industrial Supplies in a Retail and Wholesale environment; and Related Products and Services. * These goods or services have been purchased from an out-of-state/foreign vendor within the past three years. 1 of 3 Contact Information Technical Contact:Maricopa County Steve Dahle 320 West Lincoln Street Phoenix, AZ 85003 United States Ph: 602-506-3450 sdahle@mail.maricopa.gov Primary contact:U.S. Communities Operations Alexis Turner Solicitation Manager 109 CHRISTOPHER COLUMBUS DR, 206 JERSEY CITY, NJ 07302-8546 United States Ph: 214-629-2056 aturner@uscommunities.org Submit to contact:U.S. Communities Operations Alexiis Turner Solicitation Manager 109 CHRISTOPHER COLUMBUS DR APT 206 JERSEY CITY, NJ 07302-8546 United States Ph: 214-629-2056 aturner@uscommunities.org 2 of 3 Supporting document shown below: The following supporting documents are available for download: Document title Description Type RFP 16154 RFP Document pdf To download these documents, please visit the New York State Contract Reporter website: http://www.nyscr.ny.gov © 2016, Empire State Development http://www.esd.ny.gov/ 3 of 3 View Map BidType: MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PROD Project Name: Print This Maricopa CountyAgency: Phoenix, AZ 85003Location:Send This CountyLevel Of Government: Submittal/Due Date:Due in 48 days9/22/2016 3:00 PM Pre-Bid Meeting Date:9/1/2016 9:00 AM 16154-RFPAgency Bid #: 8/04/2016Publication Date: 8/04/2016Last Updated Date: BID:24043977Onvia Reference #: to jump to additional information to help you qualify this opportunityClick here Specifications Bid #16154-RFP - MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PROD Description: Maricopa County, AZ 730 - Office of Procurement Services Time left: 49 days, 2 hrs Bid started: Aug 04, 2016 7:27:21 AM PDT Bid ends: Sep 22, 2016 2:00:00 PM PDT Pre-bid conference: Mandatory Download Bid PacketAdd to My bids DetailsDocumentsQ&APre-bid conferenceVendor adsPlanholder's list Bid #16154-RFP - MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PROD RFP Paper Bid Fee Waived Time started: Aug 04, 2016 7:27:21 AM PDT Bid contact: See contact information Issuing agency: Maricopa County, AZSee other Bids by this agency Issuing department: 730 - Office of Procurement Services See other Bids by this department Description: Maricopa County, AZ (herein “Lead Public Agency” on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America, and other government agencies and nonprofit organizations (herein “Participating Public Agencies”) is soliciting proposals from qualified suppliers to enter into a Master Agreement for a complete line of Maintenance, Repair and Operating (MRO) Supplies and Industrial Supplies in a Retail and Wholesale environment; and Related Products and Services (herein “Products and Services”). A complete and comprehensive offering of Industrial supplies such as bearings, linear technologies, power transmissions, motors, hydraulics, pneumatics, gearing, material handling, conveyor systems, industrial rubber, general maintenance supplies, fluid power and any additional related products and services. In addition, a complete range of services available through Supplier such as, but not limited to, installation, renovation services, repair services, training ser vices and any other related services such as rubber fabrication, vulcanizing, hose fabrication, hydraulic system (design and build) that may offered by Supplier. Such services may be required for public pools, solid waste transfer sites, water treatment plants, waste water treatment sites, boiler plants, mass transit systems, road maintenance equipment, prisons and hospitals and public agencies. Digital Signature: Allowed (See approved cer tificate authorities) Classification codes:View classification codes The Onvia Guide © 2013 Onvia, Inc. All rights are reserved. Unless you have a multiple site or multiple office license with Onvia, only you alone can use The Onvia Guide at a single location.Without the written consent of Onvia, you cannot modify, copy, display, reproduce, share, sell, publish, transfer, assign, or distribute The Onvia Guide or any portion thereof. For any questions regarding licenses to your other office locations, please contact Onvia Customer Service at (800) 574-1502 or customerservice@onvia.com 1 Account Manager:E-Commerce Dept (800) 531-6860 [Help & Support ]Melissa Miksch, Onvia Regions: Arizona, Maricopa Vendor viewed repor t Classifications 450-41 - Hardware and Related Items (not Otherwise Classified)Bid contacts Contact name:Steve Dahle Title:Strategic Team Manager Department:730 - Office of Procurement Services Phone:602-506-3450 Email: Sdahle@mail.maricopa.govONVlA ................................................................................................................................................................ Project Documents:Compliance, Forms, & OtherDM74_17_7_16154-Attachment_A_P... Compliance, Forms, & OtherDM74_17_8_16154-Attachment_A-1... SpecificationsDM74_17_5_Packet_for_Bid_16154... SpecificationsDM74_17_6_16154-Solicitation.d... ................................................................................................................................................................ Primary: Industrial products, Operations and maintenance services, Electrical trades, Electrical maintenance, Building renovation ser vices, Building maintenance services, HVAC trades, Fasteners, Cabinet and shelving building and installation, Rough carpentry, Security system installation Products and Services: Also Contains: Mechanical power transmission supplies, Carpentry trades, Flooring trades, Glass and glazing trades, Fire alarm installation ser vices, Lighting trades, Drywall trades, Renovation services, Landscape trades ................................................................................................................................................................ Churches, Educational facilities, Residential facilities, Rivers and streamsStructure Types: Agency Contact Steve DahleBuyer: Procurement ConsultantBuyer Job Title: Materials ManagementBuyer Department: 301 W. Jefferson St.Buyer Address: Phoenix, Arizona 85003 sdahle@mail.maricopa.govBuyer Email: p: (602) 506-3450Buyer Phone: Maricopa CountyAgency: 301 W. Jefferson St.Owner Address: Phoenix, Arizona 85003 p: (602) 506-3011Owner Phone: http://www.maricopa.govOwner Website: The Onvia Guide © 2013 Onvia, Inc. All rights are reserved. Unless you have a multiple site or multiple office license with Onvia, only you alone can use The Onvia Guide at a single location.Without the written consent of Onvia, you cannot modify, copy, display, reproduce, share, sell, publish, transfer, assign, or distribute The Onvia Guide or any portion thereof. For any questions regarding licenses to your other office locations, please contact Onvia Customer Service at (800) 574-1502 or customerservice@onvia.com 2 Account Manager:E-Commerce Dept (800) 531-6860 [Help & Support ]Melissa Miksch, Onvia Most Recent Awards: Maricopa County WEATHERIZATION SERVICE...AWARD TITLE:OVERHEAD DOOR MAINTENA...AWARD TITLE:PALLET JACKSAWARD TITLE: FSL HOME IMPROVEMENTS INCVENDOR:D. H. PACE CO., INC.VENDOR:RAYMOND HANDLING SOLUTIONS, IN...VENDOR: AWARD VALUE:AWARD DATE:AWARD VALUE:AWARD DATE:AWARD VALUE:AWARD DATE: N/A06/14/16N/A06/23/16N/A07/22/16 See more awards... The Onvia Guide © 2013 Onvia, Inc. All rights are reserved. Unless you have a multiple site or multiple office license with Onvia, only you alone can use The Onvia Guide at a single location.Without the written consent of Onvia, you cannot modify, copy, display, reproduce, share, sell, publish, transfer, assign, or distribute The Onvia Guide or any portion thereof. For any questions regarding licenses to your other office locations, please contact Onvia Customer Service at (800) 574-1502 or customerservice@onvia.com 3 Account Manager:E-Commerce Dept (800) 531-6860 [Help & Support ]Melissa Miksch, Onvia 1/16/2017 Solicitations | U.S. Communities http://www.uscommunities.org/solicitations/#c9710 1/3 Current Solicitation Home > Solicitations Poting Information:Date Poted: U.S. Communitie: Current SoliticationDec 30th, 2016 – Jan 26th, 2017 Onvia/DemandStar Dec 30th, 2016 – Jan 26th, 2017 Co Count, GA Dec 30th, 2016 – Jan 26th, 2017 Canadian MRX Pulic TenderDec 30th, 2016 – Jan 26th, 2017 State of Hawaii and Oregon Dec 30th, 2016 – Jan 26th, 2017 Oregon Aociation of CountieDec 30th, 2016 – Jan 26th, 2017 Tractor, Mowing quipment, Implement, and Part and Service Lead Agenc: Co Count, GA Pre-Propoal Meeting: Januar 12, 2017 Repone due: Januar 26, 2017 Poting RFP Document: RFP 176221 Poting Information:Date Poted: U.S. Communitie: Current SoliticationNov 17th, 2016 – Dec 22nd, 2016 Onvia/DemandStar Nov 17th, 2016 – Dec 22nd, 2016 Maricopa Count, AZ Nov 17th, 2016 – Dec 22nd, 2016 Canadian MRX Pulic TenderNov 17th, 2016 – Dec 22nd, 2016 State of Hawaii and Oregon Nov 17th, 2016 – Dec 22nd, 2016 Oregon Aociation of CountieNov 17th, 2016 – Dec 22nd, 2016 Paint and Paint Supplie Lead Agenc: Maricopa Count, AZ Q&A Period nd: Decemer 8, 2016 Repone due: Decemer 22, 2016 Poting RFP Document: RFP 170009 RFP 170009 Addendum 1 On-line Marketplace for the Purchae of Product and Service Lead Agenc: RFP Document: RFP R-TC-17006 RFP R-TC-17006 Addendum 1 Lited elow are poting detail and document for competitive olicitation currentl in progre. Reulting contract will e made availale through the U.S. Communitie cooperative purchaing program. Solution Y CATGORY Main Menu JUMP TO: Solicitation Aout New & vent Reource Solution Contact U Shop ducation Purchaing Government Purchaing Nonprofit Houing Authoritie Go Green Program Innovation xchange Y SUPPLIR (how all ->) Facilitie Office & School Specialt Technolog PRODUCTS & SOLUTIONS CONTRACT DOCUMENTS SHOP RGISTR LOGIN Aout New & ventReourceContact U 1/16/2017 Solicitations | U.S. Communities http://www.uscommunities.org/solicitations/#c9710 2/3 Poting Information:Date Poted: U.S. Communitie: Current SoliticationSept 14th, 2016 – Oct 14th, 2016 Onvia/DemandStar Sept 14th, 2016 – Oct 14th, 2016 Prince William Count Pulic School, VA Sept 14th, 2016 – Oct 14th, 2016 Canadian MRX Pulic TenderSept 14th, 2016 – Oct 14th, 2016 State of Hawaii and Oregon Sept 14th, 2016 – Oct 14th, 2016 Oregon Aociation of CountieSept 14th, 2016 – Oct 14th, 2016 Prince William Count Pulic School, VA Q&A Period nd: Septemer 30, 2016 Repone due: Octoer 14, 2016 Poting Poting Information:Date Poted: U.S. Communitie: Current SoliticationAug 4, 2016 – Sept 22, 2016 Onvia/DemandStar Aug 4, 2016 – Sept 22, 2016 Maricopa Count, AZ Aug 4, 2016 – Sept 22, 2016 Canadian MRX Pulic TenderAug 4, 2016 – Sept 22, 2016 State of Hawaii and Oregon Aug 4, 2016 – Sept 22, 2016 Oregon Aociation of CountieAug 4, 2016 – Sept 22, 2016 Maintenance, Repair, Operating Supplie, Indutrial Supplie and Related Product and Service Lead Agenc: Maricopa Count, AZ Mandator Pre-Propoal Conference: Septemer 1, 2016 Repone due: Septemer 22, 2016 Poting RFP Document: RFP 16154 RFP 16154 Addendum 1 Poting Information:Date Poted: U.S. Communitie: Current SoliticationMa 19, 2016 – Jul 14, 2016 Onvia/DemandStar Ma 19, 2016 – Jul 14, 2016 Maricopa CountMa 19, 2016 – Jul 14, 2016 Canadian MRX Pulic TenderMa 19, 2016 – Jul 14, 2016 State of Hawaii and Oregon Ma 19, 2016 – Jul 14, 2016 Oregon Aociation of CountieMa 19, 2016 – Jul 14, 2016 Staffing Service and Related Service and Solution Lead Agenc: Maricopa Count, AZ Mandator Pre-propoal conference: June 21, 2016 Quetion Due: June 23, 2016 Repone Due: Jul 14, 2016 Poting RFP Document: RFP 16111 RFP 16111 Addendum 1 RFP 16111 Addendum 2 RFP 16111 Addendum 3 1/16/2017 Solicitations | U.S. Communities http://www.uscommunities.org/solicitations/#c9710 3/3 Getting Started Program Overview How It Work FAQ Wh Ue U.S. Communitie What Make U Different Weinar & vent Supplier Commitment Dicount on rand Product & Supplier Online Marketplace Solicitation Over 55,000 agencie trut U.S. Who Ue U.S. Communitie? Cooperative Standard State Statute U.S. COMMUNITIS | NATIONAL COOPRATIV PURCHASING PROGRAM CONTACT US COM A SUPPLIR AOUT US LGAL PRIVACY MICPA © 2017 U.S. Communities | All Rights Reserved. Inactive Date: 8/5/2016 9/22/2016 Yes RFPSolicitation Type: Active Date: Estimated Value: Public: 500,000,000Organization: Customer Ref #: Contact: Title: 33648 MRO, Industrial Supplies and Related Products RFP #16154 Steve dahle Solicitation ID: Seattle, City of Vendor Details: Total Veteran Owned 0 Total Washington Small Business 0 Total Vendors 1 Vendor Summary: Company Name DBAName Status Match Code Main Contact Email Phone City NorWest Hydraulic & Pneumatic Inc. Y Jared Mira jared@norwesthydraulic.com (360) 354-3239 Lynden, WA 1Page 8/5/2016 4:18 PMREPORT :: Solicitation Download Detail Page 1 of 2 MAINTENANCE, REPAIR, OPERATING, INDUSTRIAL SUPPLIES AND RELATED PRODUCTS Executive Summary Lead Agency: Maricopa County, AZ Solicitation: 16154-RFP RFP Issued: August 4, 2016 Pre-Proposal Date: September 1, 2016 Response Due Date: September 22, 2016 Proposals Received: #5 Awarded to: Home Depot U.S. A., Inc. Contract #16154-RFP Maricopa County Office of Procurement Services issued RFP #16154-RFP on August 4, 2016, to establish a national cooperative contract for Maintenance, Repair, Operating, Industrial Supplies and Related Products. The solicitation included cooperative purchasing in Section 1.0 Introduction, Background and Intent – 1.1 Master Agreement: Maricopa County, AZ (herein “Lead Public Agency” on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America, and other government agencies and nonprofit organizations (herein “Participating Public Agencies”) is soliciting proposals from qualified suppliers to enter into a Master Agreement for a complete line of Maintenance, Repair and Operating (MRO) Supplies and Industrial Supplies in a Retail and Wholesale environment; and Related Products and Services (herein “Products and Services”). And Section 1.0 Introduction, Background and Intent – 1.4 U.S. Communities: U.S. Communities Government Purchasing Alliance (herein “U.S. Communities”) assists Participating Public Agencies to reduce the cost of purchased goods through strategic sourcing that combines the volumes and the purchasing power of public agencies nationwide. This is accomplished through an award of competitively solicited contracts for high quality products and services by large and well recognized public agencies (herein “Lead Public Agencies”). The contracts provide for use by not only the respective Lead Public Agency, but also by other Participating Public Agencies. Notice of the solicitation was sent to potential offerors, as well as advertised in the following: • The Honolulu Star, HI • Daily Journal of Commerce, OR • ONVIA • Merx.com • U.S. Communities - Website Page 2 of 2 On September 22, 2016 proposals were received from the following offerors: • Applied Industrial Technologies • HD Supply Facilities Maintenance, Ltd. • Interline Brands dba as Supply Works • Camfil USA Inc • Home Depot USA Inc. One (1) proposal was deemed non-responsive and four (4) proposals were deemed responsive: Applied Industrial Technologies, HD Supply Facilities Maintenance Ltd, Interline Brands DBA as Supply Works, and Home Depot USA Inc. Upon evaluation, the committee elected to award the four responsive proposals: Applied Industrial Technologies, HD Supply Facilities Maintenance Ltd, Interline Brands DBA as Supply Works, and Home Depot USA Inc. for maintenance, repair, operating supplies, industrial supplies and related products and services. Contract includes: Home Depot offers a robust selection of products in all MRO, hardware, and building products categories and associated services. Solution benefits include: • Immediate same-day access to over 30,000 products at each store location • Integration with most commonly used eProcurement platforms • Bulk offerings through the Pro Desk at the local store • Rebate incentive to Participating Public Agencies based upon spend volume Term: Contract period from February 1, 2017 through December 31, 2021 with the option to renew to a maximum of five (5) additional years, through December 31, 2026. Pricing/Discount: The Home Depot Pro Sales Desk is the preferred location for the Participating Public Agency customers to process transactions, due to the highly experienced staff available for government procurements. Home Depot also offers Volume Pricing Program, for large individual planned purchases, Home Depot has the ability to provide more aggressive savings to purchasers through Volume Pricing Discounts. OMNIA Partners, Public Sector Landing Pages: https://www.omniapartners.com/publicsector/contracts/supplier- contracts/home-depot City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1707 Agenda Date:12/7/2023 Agenda #:1.-J. REPORT TO THE CITY COUNCIL FROM:BRIAN BARR, Director General Services Department RANDALL W. MORRISON, PE, Director Capital Projects Department BY:JORDAN CONARD, Property Specialist I General Services Department SUBJECT Actions pertaining to a lease agreement between the City of Fresno and 747 R Street, LLC, a California limited liability company, for the lease of office space located at 747 R Street (Council District 3): 1. Adopt a finding of Categorical Exemption per staff determination, pursuant to Section 15301/Class 1 (Existing Facilities) of the California Environmental Quality Act (CEQA) Guidelines 2. Approve a seven-year lease agreement between the City of Fresno and 747 R Street, LLC, a California limited liability company, with three optional one-year extensions in the amount of $800,301.60 annually, with annual increases of 3%, plus the proportionate CAM (Common Area Maintenance) charges at $364,581.84 annually RECOMMENDATION Staff recommends Council (1) adopt a finding of Categorical Exemption per staff determination, pursuant to Section 15301/Class 1 (Existing Facilities) of the CEQA Guidelines and (2) approve a seven-year lease agreement between the City of Fresno and 747 R Street, LLC, a California limited liability company with three optional one-year extensions. The lease agreement is for office space at 747 R Street, in Downtown Fresno. The lease amount is $800,301.60 annually, the rate will increase by 3%, plus the proportionate CAM (Common Area Maintenance) charges at $364,581.84 annually. EXECUTIVE SUMMARY The newly formed Capital Projects Department anticipates housing 140 staff positions tasked with overseeing major infrastructure projects for the City; some of which funded by more than $373 million in recent grant awards headed for the City of Fresno. The Capital Projects Department is rapidly expanding its workforce to fill the newly approved positions, but the current office spaces at City Hall and the Construction Management Division office do not have enough room. For that reason, the Department needs to move to an alternative location in order to accommodate its workforce adequately. The General Services Department and Capital Projects Department have negotiated a seven-year City of Fresno Printed on 12/22/2023Page 1 of 3 powered by Legistar™ 12/07/2023 MOTION TO CONTINUE 12/14/2023 FOR CLOSED SESSION NEW FILE ID (23-1816) & OPEN SESSION NEW FILE ID (23-1813) MA/LC 7-0 File #:ID 23-1707 Agenda Date:12/7/2023 Agenda #:1.-J. The General Services Department and Capital Projects Department have negotiated a seven-year lease with 747 R Street,LLC,for 37,051 square feet of office space on the second floor located at 747 R Street,in Downtown Fresno.The term of the proposed lease shall be seven years ending December 31,2030,with the option to extend the term of the Lease for three one-year periods.The proposed negotiated lease rate in the first year is $1.80 per square foot ($66,691.80 per month), increasing by 3%per year in subsequent years.In addition to the monthly rent due,the City shall also pay $0.82 per square foot of building operating costs,estimated at $364,581.84 annually.The City will be permitted access to the building 3 business days after the full mutual execution of the lease for the purposes of installing furniture, fixtures, equipment, and leasehold improvements. A non-appropriation clause is included in the lease agreement should the City desire to cancel the lease. BACKGROUND The Capital Projects Department serves other City departments such as Public Works,Public Utilities,Police,Fire,and PARCS to deliver the departments'capital programs.The Capital Projects Department is actively managing hundreds of capital projects through the design,environmental, right-of-way,and construction phases for parks,public safety facilities,street infrastructure,active transportation, wastewater, and water systems. As approved by the Council on July 20,2023,the Capital Projects Department anticipates adding 46 new positions,transferring 74 positions from the Department of Public Works and 20 positions from the Department of Public Utilities for a total of 140 positions to address a significant increase in the City’s capital project workload.While increasing capacity to address the City’s infrastructure needs, the Capital Projects Department has outgrown the available space at City Hall and the department must relocate off-site to accommodate added staffing.The staff has identified a suitable office space at 747 R Street.Due to the size of the Department,there are limited office spaces available downtown that satisfy all the needs of the department.The subject property met all the criteria, featuring a lease rate in line with the current market,convenient access to parking in the adjacent City of Fresno Promenade parking lot,recently completed renovations,immediate readiness for occupancy, and ample space to accommodate the entire staff of 140 department positions. The building was previously leased to Bitwise Industries and renovated to support their operations. However,Bitwise Industries filed Chapter 7 Bankruptcy in June 2023,prior to moving into the building and never occupied the site.As the renovations were focused on a large workforce occupying the second floor and includes furniture,it allows the Capital Projects Department to immediately move-in to this site.There is no alternative office space in downtown Fresno which can support 140 positions in a single facility without significant renovations or across multiple office floors.Moreover,as the City of Fresno owns the Promenade parking lot,the city is not being charged for parking as part of the lease agreement. The building,known as the State Center Warehouse,is designated a historic property by resolution to the Local Register of Historic Resources (HP#242),adopted by the Fresno City Council on May 11,2004.Renovations previously completed by the owner have been heard and approved by the Historic Preservation Commission.However,this lease agreement requires no renovations of the property, and therefore does not change previous Historic Preservation Commission approvals. City of Fresno Printed on 12/22/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1707 Agenda Date:12/7/2023 Agenda #:1.-J. The Capital Projects Department is seeking to lease 37,051 square feet of second-floor office space at 747 R Street,with an effective term of January 1,2024,through December 31,2030.The proposed negotiated lease rate is $1.80 per square foot ($66,691.80 per month)for rent which shall increase by 3%annually.In addition to the monthly rent due,the City shall also pay $0.82 per square foot of building operating costs estimated at $364,581.84 annually.The City’s share of building operating costs is proportionate to the square footage of the leased office space to the total rentable square footage of the building. The lease agreement has been reviewed and approved by the City Attorney’s Office as to form. ENVIRONMENTAL FINDINGS Staff has performed preliminary environmental assessments of this project and has determined this project is exempt under Section 15301/Class 1 (Existing Facilities)of CEQA Guidelines as it involves no alteration of existing facilities,with no expansion of use.Furthermore,none of the exceptions to Categorical Exemptions set forth in CEQA Guidelines, Section 15300.2, apply to this project. LOCAL PREFERENCE Local preference was not considered because this action does not include a bid or award of a City construction contract. FISCAL IMPACT The lease payments,the City’s share of the buildings operating costs,and all other indirect costs associated with the subject lease space will be paid for through the operating fund of the Capital Projects Department as appropriated by the Council adopted 6th Amendment to the Annual Appropriations Resolution (AAR)No.2023-185 on July 20,2023,and through the City’s annual fiscal year budget process for subsequent years of the lease term. Attachment:Lease Agreement City of Fresno Printed on 12/22/2023Page 3 of 3 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1718 Agenda Date:12/7/2023 Agenda #: 1.-K. REPORT TO THE CITY COUNCIL FROM:AARON AGUIRRE, Director Parks, After School, Recreation, and Community Services Department BY:EDWARD CHINEVERE, Assistant Director Parks, After School, Recreation, and Community Services Department SARAH GAYTAN, Program Manager Parks, After School, Recreation, and Community Services Department SUBJECT RESOLUTION - Adopting modifications to the Measure P Expanded Access to Arts and Culture Grant Guidelines RECOMMENDATION Staff recommends City Council approve the grant guidelines established by the Fresno Arts Council in partnership with the Parks, Recreation and Arts Commission (Commission). This recommendation is in accordance with the Administrative Services Agreement (Agreement) between the Fresno Arts Council and the City of Fresno, to provide grant management and administration of the Measure P Expanded Access to Arts and Culture Grant Program. EXECUTIVE SUMMARY The Fresno Clean and Safe Neighborhood Parks Transaction and Use Tax (Measure P) allocates 12% of funds collected for competitive grants aiding nonprofit organizations to expand access to arts and culture. The grant guidelines were adopted by City Council on November 16, 2023, with the request that certain revisions be presented for consideration. Those revised guidelines are now presented to City Council for consideration and adoption. BACKGROUND In 2018, a majority of Fresno voters approved Measure P, which was thereafter codified in Chapter 7, Article 15 of the Fresno Municipal Code (FMC). Twelve percent (12%) of the funds made available from the Fresno Clean and Safe Neighborhood Parks Transactions and Use Tax (see Section 7- 1504) shall be made available on an annual basis to invest in competitive grants for nonprofit organizations that support and expand access to arts and cultural programming. In accordance with the Agreement dated August 10, 2023, Fresno Arts Council developed written City of Fresno Printed on 12/22/2023Page 1 of 2 powered by Legistar™ 12/07/2023 MA/MK 6-0 GB ABSENT AS AMENDED R. 2023-305 File #:ID 23-1718 Agenda Date:12/7/2023 Agenda #: 1.-K. In accordance with the Agreement dated August 10,2023,Fresno Arts Council developed written grant guidelines to make grant awards.The Agreement requires the grant guidelines be consistent with the priorities,recommendations,and strategies identified in the City’s Cultural Arts Plan and the requirements outlined in the Measure P Ordinance.Grant guidelines shall include all information necessary to ensure a transparent process,including,but not limited to scoring criteria,eligible scoring committee members,process for public disclosure of potential conflicts of interest,priority funding categories,expenditure delivery deadlines,and risk assessments.Grants funded shall be implemented by the Commission in partnership with the Fresno Arts Council or its successor local arts agency. The Commission provided input on the grant guidelines prepared by the Fresno Arts Council and recommended the guidelines for adoption at their October 16, 2023, Commission meeting. City Council adopted the grant guidelines at the November 16,2023 Council meeting and made recommendations for language edits.Fresno Arts Council has made the recommended edits and the revised guidelines are presented herein for consideration. ENVIRONMENTAL FINDINGS Pursuant to California Environmental Quality Act (CEQA)Guidelines Section 15378,this item is not a project for the purposes of CEQA. LOCAL PREFERENCE N/A FISCAL IMPACT Twelve percent (12%)of the funds made available from Chapter 7,Article 15,Section 7-1504 of the Fresno Municipal Code,shall be made available on an annual basis to invest in competitive grants. Funding for the grant program and grant program administration is reflected in the FY 2024 PARCS budget and fully encumbered to the Fresno Arts Council consistent with the Agreement. Attachments: Resolution Project Specific Grant Guidelines General Operating Support Grant Guidelines City of Fresno Printed on 12/22/2023Page 2 of 2 powered by Legistar™ 1 of 2 Date Adopted: Date Approved: Effective Date: City Attorney Approval: ______ Resolution No. RESOLUTION NO. ____________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO, CALIFORNIA, ADOPTING THE MEASURE P EXPANDED ACCESS TO ARTS AND CULTURE GRANT GUIDELINES WHEREAS, in 2018 a majority of Fresno voters approved Measure P- the Fresno Clean and Safe Neighborhood Parks Transaction and Use Tax, which was thereafter codified in Chapter 7, Article 15 of the Fresno Municipal Code (FMC); and WHEREAS, twelve percent (12%) of the funds from Measure P shall be made available on an annual basis to invest in competitive grants for nonprofit organizations that support and expand access to arts and cultural programming; in accordance with FMC Section 7-1506(b)(4); and WHEREAS, the City of Fresno entered into an Administrative Services Agreement (Agreement) with the Fresno Arts Council on August 10, 2023, to provide grant management and administration of the Measure P Expanded Access to Art and Culture Grant Program; and WHEREAS, the Fresno Arts Council in collaboration with the Parks, Recreation and Arts Commission (Commission) have set forth competitive grant guidelines; and WHEREAS, the Commission has reviewed and made recommendations for the City Council’s adoption of competitive grant program guidelines; and WHEREAS, on November 16, 2023, the City Council reviewed and made recommendations for edits of competitive grant program guidelines; and WHEREAS, the Fresno Arts Council has made the recommended edits for the City Council’s adoption of competitive grant program guidelines. 2 of 2 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno as follows: 1. Adopt the grant guidelines. 2. This resolution shall be effective upon final approval. * * * * * * * * * * * * * * STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing resolution was adopted by the Council of the City of Fresno, at a regular meeting held on the day of 2023. AYES : NOES : ABSENT : ABSTAIN : TODD STERMER, CMC City Clerk By: Deputy Date APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Angela M. Karst Date Senior Deputy City Attorney Attachment: Grant Guidelines Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 1 of 23 EXPANDED ACCESS TO ARTS AND CULTURE FUND FUNDED BY MEASURE P ADMINISTERED BY FRESNO ARTS COUNCIL IN PARTNERSHIP WITH THE CITY OF FRESNO PARKS, ARTS, AND RECREATION COMMISSION (PRAC) GENERAL OPERATING SUPPORT GRANT GUIDELINES, 2024-25 DEADLINE: TO BE D ETERMINED Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 2 of 23 TABLE OF CONTENTS FRESNO ARTS COUNCIL INFORMATION ...............................................................................................4 WHO WE ARE: ......................................................................................................................................4 CULTURAL ARTS GRANT OVERVIEW ....................................................................................................4 MEASURE P ..........................................................................................................................................4 CATEGORY 4, MEASURE P ORDINANCE .......................................................................................................5 CULTURAL ARTS PLAN .............................................................................................................................5 CULTURAL ARTS PLAN VISION .............................................................................................................................. 6 GOALS AND DESIRED OUTCOMES ......................................................................................................................... 6 EXPANDED ACCESS TO ARTS & CULTURE FUND ...................................................................................7 GENERAL OPERATING SUPPORT 2024-2025 GRANT GUIDELINES ...............................................................7 ELIGIBILITY FOR FUNDING .........................................................................................................................7 INELIGIBLE ORGANIZATIONS ................................................................................................................................. 7 ELIGIBIE ORGANIZATIONS .................................................................................................................................... 7 ELIGIBILITY REQUIREMENTS ................................................................................................................................. 8 TYPES OF GRANTS ..............................................................................................................................8 GENERAL OPERATING SUPPORT .................................................................................................................8 PROJECT SPECIFIC GRANTS .......................................................................................................................9 REQUEST AMOUNTS ........................................................................................................................ 10 GENERAL OPERATING SUPPORT ............................................................................................................... 10 FUNDING AMOUNTS ........................................................................................................................................ 10 FUNDING RESTRICTIONS ................................................................................................................................... 11 REQUIRED APPLICATION INFORMATION ........................................................................................... 11 Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 3 of 23 NARRATIVE QUESTIONS ................................................................................................................... 11 OVERVIEW OF APPLICATION PROCCESS AND REQUIREMENTS ........................................................... 13 REQUIRED STANDARDS OF PRACTICE ................................................................................................ 14 ONLINE APPLICATION PROCESS ............................................................................................................... 14 ACCESSING ONLINE APPLICATION PLATFORM ........................................................................................................ 14 ACCESSING THE APPLICATION ............................................................................................................................ 15 WEBINARS, WORKSHOPS, TECH SUPPORT, OFFICE HOURS ..................................................................................... 15 APPLICATION COMPONENTS ................................................................................................................... 15 APPLICATION REVIEW AND EVALUATION .......................................................................................... 17 ELIGIBILITY AND COMPLETENESS REVIEW ............................................................................................................. 17 PANEL ADJUDICATION AND RANKING .................................................................................................................. 18 GRANT PANEL REVIEW ..................................................................................................................................... 18 PANELISTS ...................................................................................................................................................... 18 HOW SCORING WORKS: ................................................................................................................................... 18 ADJUDICATION PANEL RANKING......................................................................................................................... 19 GRANTEE RECOMMENDATIONS TO PRAC ............................................................................................................ 19 ANNOUNCE INTENT TO AWARD ......................................................................................................................... 20 GRANTS AWARDED .......................................................................................................................................... 20 APPEALS ........................................................................................................................................................ 20 SELECTED GRANTEE REQUIREMENTS ................................................................................................ 20 ADDITIONAL RESOURCES .................................................................................................................. 22 Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 4 of 23 FRESNO ARTS COUNCIL INFORMATION WHO WE ARE: The Fresno Arts Council (FAC) is the state-local partner to the California Arts Council, designated by Resolution of the County Board of Supervisors to serve as the County’s arts agency. It is designated as the City of Fresno’s arts agency by Memorandum of Understanding. As the local arts agency, the FAC provides financial support, services, and other programs to a variety of cultural arts organizations, individual artists, and diverse communities throughout Fresno County. Our mission is to enrich people’s lives through the arts, and our purpose is to foster an arts community that recognizes and honors the contributions of its citizens to the arts. We are managed by a volunteer board of directors, and our agency solicits financial support from foundations, membership dues, and government and corporate funders, as well as private donors. The Fresno Arts Council (FAC) will award grants generated by the Measure P sales tax to nonprofit community-based organizations for the purpose of increasing access to the Arts in the City of Fresno. Contact Information: Please direct questions regarding Operating Grant Guidelines to Lilia Gonzáles Chávez, Executive Director, at lilia@fresnoartscouncil.org or [Grants Manager] at [email]. CULTURAL ARTS GRANT OVERVIEW MEASURE P In 2018, City of Fresno residents voted to approve Measure P, also known as the FRESNO CLEAN AND SAFE NEIGHBORHOOD PARKS TRANSACTIONS AND USE TAX, a three-eighths (.0375) percent sales tax ordinance, dedicated to improving parks, arts, and recreation facilities, services, and access in the City of Fresno. Funds collected by the sales tax can be used for purposes including, but not limited to, clean and safe parks; new parks and recreation facilities; youth and senior recreation and after-school facilities and job training; improved walking and biking trails; the San Joaquin River Parkway; beautification of streets; and expanded access to arts and culture. Measure P is a renewable thirty-year initiative implemented by the City of Fresno with oversight by the Parks, Recreation, and Arts Commission (PRAC), a nine member committee established by the ordinance, with Mayoral appointments. Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 5 of 23 Twelve percent (12%) of funds collected by the sales tax are designated for improving access to arts and culture via competitive grants for cultural arts nonprofit organizations within City limits. This process is discussed in category 4 of the ordinance. CATEGORY 4, MEASURE P ORDINANCE Fresno Municipal Code Section 7-1506(b)(4) Expanded Access to Arts and Culture. (A) Twelve percent (12%) percent of the funds made available from Section 7-1504 shall be made available on an annual basis to invest in competitive grants for nonprofit organizations that support and expand access to arts and cultural programming. (B) Grants funded pursuant to this paragraph shall be implemented by the Commission in partnership with the Fresno Arts Council, or its successor local arts agency, using multiple solicitations that allow for a diverse set of programs, with different program sizes and reach, including core operating and project-support grants, to be funded. The Commission shall ensure that grant applications are reviewed in a transparent, competitive process. (C) Prior to the implementation of subparagraph (B), the Commission shall work in partnership with the Fresno Arts Council, and local arts and cultural stakeholders, to develop a Cultural Arts Plan for the City of Fresno that would identify needs in the arts and cultural community; prioritize outcomes and investments; and develop a vision and goals for the future of Fresno arts and cultural programs that are reflective of the cultural, demographic, and geographic diversity of Fresno. This process shall include a robust community engagement process, including multiple public meetings. The Cultural Arts Plan shall be updated every five years by the Commission. (D) Funding for operating support distributed pursuant to this paragraph shall support organizational stability for arts and cultural organizations that reflect the cultural, geographic and demographic diversity of the City of Fresno; and reflect the proportion of each grantee's overall operations that serves residents within, or visitors to, the City of Fresno sphere of influence. (E) Grants funded pursuant to subparagraph (B) shall prioritize organizations and programs that support and expand diverse public or youth engagement and equity. CULTURAL ARTS PLAN Fresno’s Cultural Arts Plan [link] was developed through a year-long process involving robust community participation. A partnership between a consultant group, Network for Culture and Arts Policy (NCAP), the City of Fresno PARCS Department, Fresno Arts Council, and the Parks, Recreation and Arts Commission (PRAC), with multiple opportunities for public surveys, meetings, and draft comments, individual interviews with community arts stakeholders, and research into Fresno’s cultural arts assets and needs, ultimately led to the approval and adoption of Fresno’s Cultural Arts Plan, which must be reassessed and Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 6 of 23 updated every five years, according to requirements set forth in the ordinance. The Cultural Arts Plan was adopted by the Fresno City Council on August 10, 2023. Fresno’s Cultural Arts Plan identifies the following goals, with associated strategies, in addition to defining funding priorities. These goals and funding priorities informed the development of Cultural Arts Grant Programs, managed by the Fresno Arts Council with stakeholder input and PRAC involvement and oversight. CULTURAL ARTS PLAN VISION Cultural arts in Fresno will be recognized, prioritized, inclusive, accessible, and continue to reflect, celebrate, and connect the community. GOALS AND DESIRED OUTCOMES (see [link] for recommendations, strategies, and funding priorities): I. GRANT-MAKING & COMMUNITY ENGAGEMENT Desired Outcome: Establish a strong foundation to support and expand access to arts and culture through grant-making and community engagement. II. STABILIZE, RESTORE & ACTIVATE Desired Outcome: Cultural arts organizations and assets will be stabilized, restored and activated to expand access to arts and culture. III. EDUCATION & ORGANIZATIONAL DEVELOPMENT Desired Outcome: Expand access to a variety of arts and cultural education programs to provide educational opportunities for people of all ages. Desired Outcome: Equip artists, cultural practitioners and organizations with the skills and organizational resources to stabilize and expand operations. IV. CELEBRATE & ENHANCE Desired Outcome: Elevate and celebrate arts and culture to strengthen a sense of community. V. ADDRESS BARRIERS, INNOVATE & EXPAND Desired Outcome: Expand access to arts and culture by eliminating barriers and investing in innovation. VI. MUNICIPAL INVESTMENTS & POLICIES TO SUPPORT CULTURAL ARTS Desired Outcome: Establish a strong foundation to support and expand access to arts and culture through policy planning and municipal investment. Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 7 of 23 EXPANDED ACCESS TO ARTS & CULTURE FUND GENERAL OPERATING SUPPORT 2024-2025 GRANT GUIDELINES Deadline: To be determined Grant Awards: Up to $300,000 Grant Activity Period: To be determined ELIGIBILITY FOR FUNDING INELIGIBLE ORGANIZATIONS • Organizations that do not have their principal place of business in the City of Fresno. • Organizations whose primary mission is to raise funds • Organizations whose primary function is regranting • K-12 Schools • County Offices of Education • Public and Private Colleges and Universities • Government agencies and departments that have a line item in the City of Fresno Budget. • Organizations that do not serve the public and/or provide public programing. • Individuals ELIGIBLE ORGANIZATIONS • Operating support grants are specifically for arts and cultural organizations that reflect the cultural, geographic and demographic diversity of the City of Fresno; and reflect the proportion of each grantee's overall operations that serves residents within, or visitors to, the City of Fresno sphere of influence. • 501(c)(3) Nonprofit organizations that support and expand access to arts and cultural programming. • Applicants with an eligible 501(c)(3) Fiscal Sponsor that support and expand access to arts and cultural programming. • Applicants using fiscal sponsors. An Applicant that is without its own organizational nonprofit status must use a Fresno-based fiscal sponsor organization with a federal 501(c)(3) designation that support and expand access to arts and cultural programming, to apply for funding. Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 8 of 23 • Types of applicant organizations eligible to apply using a fiscal sponsor include, but are not limited to, individual artists and culture bearers, artist collectives and cultural collectives, and other unincorporated arts and culture guilds. Applicants using a fiscal sponsor must be a City of Fresno Resident. • An Applicant’s selected fiscal sponsors must demonstrate at least two (2) years of arts and culture programming and service as a 501(c)(3) nonprofit organization; for Emerging Arts and Culture Project Specific Grant Applicants, the fiscally sponsored applicant or newly formed 501(c)(3) organization is not required to have its own two-year history of arts and culture operational and financial experience at the time of application submission. ELIGIBILITY REQUIREMENTS • City of Fresno-based: documentation of being a Fresno-based nonprofit organization that supports and expands access to arts and cultural programing, or nonprofit social service organization with regular ongoing arts programming and/or services and a principal place of business in the City of Fresno. • Certificate of good standing: Nonprofit organizations and fiscal sponsors (if applicable) must have “active status” with the California Secretary of State (SOS) showing evidence of “good standing “at the time of application. o Organizations must also be in good standing with the Office of the Attorney General of California or provide an adequate letter of explanation regarding registration status. o The organization must operate and offer its programs in a nondiscriminatory manner and in compliance with all applicable laws, including, without limitation, laws protecting persons with disabilities. • Letter of agreement: If using a Nonprofit Fiscal Sponsor, the Fiscal Sponsor must provide a letter of agreement acknowledging the fiscal sponsorship with the project applicant and submit the letter with the application. If the grant is awarded, the fiscal sponsor becomes the legal contract holder with the Fresno Arts Council. Once a contract is awarded the fiscal sponsor cannot be changed. • Narrative statement: Nonprofit organizations and fiscal sponsors (if applicable) will be required to provide a narrative statement, addressing the following areas: (1) purpose of the organization; (2) identification of targeted audience; and (3) how many people will be served as a result of the grant award. TYPES OF GRANTS GENERAL OPERATING SUPPORT Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 9 of 23 General Operating Support was called out in the Ordinance to support organizational stability for arts and cultural organizations that reflect the cultural, geographic, and demographic diversity of the City of Fresno; and reflect the proportion of each grantee’s overall operations that serves residents within, or visitors to, the City of Fresno’s sphere of influence. Grants shall prioritize organizations and programs that support and expand diverse public or youth engagement and equity. General Operating Support Grants are intended to provide core support to Cultural Arts Organizations to sustain and increase community access to a broad and diverse range of opportunities in the arts. The General Operating Support grant provides direct funding for ongoing operations. This grant contributes to a robust and diverse arts workforce and infrastructure. Funds may be used to support any eligible expenses associated with the general operations of Cultural Arts Organizations, including but not limited to rent, utilities, and staff salaries incurred within the territorial limits of the City of Fresno. Applying for this grant does not restrict an organization from applying for other project-based grants. General Operating Support grants are intended to support the applicant organization in carrying out its mission. Funding is not intended to support a specific project. Emerging Arts and Culture Organization Support Grants may be awarded to Operating Support Grant applicants who meet the following criteria: Applicants are limited to nonprofit arts and cultural organizations with annual revenue less than $50,000, regardless of years of operation; such organizations may apply for support of up to 100% of their annual revenue. Emerging Arts and Culture Organizations are encouraged to apply for Operating Support Grants that build capacity and expand their ability to reach and serve residents and visitors in the City of Fresno. Emerging Arts and Culture Organization Support Grants prioritize investment reflective of the cultural, demographic, and geographic diversity of Fresno. PROJECT SPECIFIC GRANTS Deadline: TBD Grant Awards: $2,000 to $200,000 Grant Activity Period: TBD Project Specific Grants will be made to support specific projects that respond to the goals of the Cultural Plan. Project Specific Grants can be used to pay artists’ fees, acquire project-specific supplies and materials, or acquire equipment required to complete the project; venue, and technical costs are additional examples of allowable expenses. The final project must be located and remain in the City of Fresno. Guidelines and Application for Project Specific Grants can be accessed here: [link]. *Note: Future Grant Programs informed by the Cultural Arts Plan and future CAP revisions may be developed. Guidelines will be posted as new funding programs are offered. Please visit fresnoartscouncil.org for updates and information. Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 10 of 23 REQUEST AMOUNTS GENERAL OPERATING SUPPORT FUNDING AMOUNTS Each grant application funding cycle, available funding will be allocated approximately 50/50 between the two types of grants (all contemplated allocations may be adjusted in response to community need and interest; actual awards will also be affected by application quality as related to applicable scoring criteria). General Operating Support Grants (this document) Project Specific Grants (see [link]) Other Operating Support – Approximately 40% of available funding Applicants limited to nonprofit arts and cultural organizations; may apply for: Budget Category Annual income as reported to the IRS Anticipated % of funding eligible for 1 Less than $250,000 Up to 70% 2 $251,000 and above Up to 30% capped at $300,000 Applicants who qualify as an Emerging Arts and Culture Organization, as defined below, shall first be reviewed for that tier of award. Other Project Specific Grants – Approximately 40% of available funding Project specific grants are available to nonprofit arts and culture organizations, nonprofit organizations that support and expand access to arts and cultural programming, and Projects under an eligible Fiscal Sponsor; may apply for projects between $2,000 and $200,000. Emerging Arts and Culture Organization Support Grants – Approximately 10% of available funding Applicants are limited to nonprofit arts and cultural organizations with annual revenue less than $50,000, regardless of years of operation; may apply for support Emerging Arts and Culture Project Specific Grants – Approximately 10% of available funding Emerging Arts and Culture Project Specific Grants are available to eligible Project Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 11 of 23 of up to 100% of their annual revenue Emerging Arts and Culture Organizations are encouraged to apply for Operating Support Grants that build capacity and expand their ability to reach and serve residents and visitors in the City of Fresno. Emerging Arts and Culture Organization Support Grants prioritize investment reflective of the cultural, demographic, and geographic diversity of Fresno. Specific Grant applicants who do not have two years of fiscal history and/or two years of prior activity supporting and expanding access to arts and culture programming, at the time of application submission. Emerging Arts and Culture Project Specific Grants will not exceed $50,000 each—prioritizing investment reflective of the cultural, demographic, and geographic diversity of Fresno, supporting and expanding diverse public or youth engagement, and equity. Distribution is dependent on available funds annually. FUNDING RESTRICTIONS • Matching funds are not required. • Applicants must apply for the funding category that applies to their organization. • Projects or services funded through the Measure P grant funds must be displayed, operate, run, etc. within the City of Fresno. • Applicant shall provide a discount to City of Fresno residents for events funded in whole or in part through Measure P grant funds issued hereunder. REQUIRED APPLICATION INFORMATION NARRATIVE QUESTIONS All questions should provide the reviewer with information that helps them best understand your organization. Word count is to provide enough space for you to respond as completely as possible. If you can provide enough information with fewer words, that will not be held against you. Emerging Organizations should only answer questions 1, 4, 5, and 6 1) Organization Description a. What is your mission? b. How does your work align with the Cultural Plan? c. Describe how your organization evaluates the quality and success of your programs. Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 12 of 23 d. How do you engage in planning (i.e., who is involved in planning, how far in advance do you plan your programming, do you have a strategic plan or a set of overarching goals)? If so, upload your most recent planning documents. e. How does your organization intend to make use of General Operating Support funds if awarded? 750 words Upload: 2) Programming Share what the review panel should know about the organization’s arts and cultural programs. Consider the following questions to help shape your narrative: a. What are the primary activities of the organization? Describe the major programs open to the public. b. Describe key exhibitors/presenters, artists, and other collaborators. c. Identify how you include individual artists in your work. If you do not currently include individual artists, how will you include them in the future? d. Describe the process the organization employs to select or create artistic programming. e. If arts and culture are not the mission of the organization, describe your arts and cultural programming, and describe how it fits within your larger organizational work. 750 words Upload the following: a. List of arts and cultural activities FY 2022-23 (1 page PDF) b. List of arts and cultural activities FY 2023-24 (1 page PDF) 3) Cultural equity and inclusion statements and policy a. Does the organization have an equity statement or other formalized diversity, equity, and inclusion efforts? If so, please upload any relevant documentation. b. What are the organizations perceived needs and or plans for increasing diversity in board, staff, programming, and audiences over the next year? c. What barriers, if any, are you removing to make that possible? 750 words Upload: 4) Organizational Challenges a. What do you identify as your greatest challenges? Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 13 of 23 b. Describe how you will address these challenges. c. Describe how these grant funds would be used to help address these challenges. d. What do you perceive as barriers to your organization increasing access to arts and culture? 750 words 5) Proposed Impact and Outcomes (organizational and community) Consider the following: a. What work is the organization most proud of? b. What outcomes are you envisioning from this grant support? c. How will your organization measure the impact of this award? 750 Words 6) Governance and Administrative Structure a. Describe your governance structure, including board meeting frequency, and board committee structure. Upload a board roster, include members’ names, occupation if known, and any other demographic information that you would like considered. b. Describe your administrative structure, including administrative, program, or cultural and/or artistic staff. List primary staff names, titles, and duties. Provide brief bios for key staff and include years with the organization. c. How are the board, staff, and programming reflective of Fresno’s citywide demographics? 750 words Upload: OVERVIEW OF APPLICATION PROCESS AND REQUIREMENTS Calendar and Timeline (Specific dates to be determined) Grants are accepted annually. Guidelines and Application Available November [X], 2023 Webinars and Office Hours Workshop webinars and office hours will be offered in Winter 2023. Check [link] for full schedule. Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 14 of 23 Open Application Period November X, 2023-January X, 2024 Staff Eligibility Review Winter 2023-24 Panel Review February-March 2024 PRAC Commission Review and Adopts Recommendations Spring 2024 Notifications Sent via Email Spring 2024 Awards Disbursed Spring 2024 Grant Period TBD REQUIRED STANDARDS OF PRACTICE Minimum Standards of Practice for All Organizations or Fiscal Sponsors: • General Liability insurance • Workman’s Compensation insurance (provide basis for exemption if applicable) • Current practice of annual Year-End Financial Review completed by an external Certified Public Accountant/Firm for organizations with a budget of $2 million and above. • The applicant organization must have a functioning Board of Directors that meets regularly. • Applicants using a fiscal sponsor must demonstrate that the fiscal sponsor can meet these requirements. • Additional data/demographic requirements from City of Fresno. ONLINE APPLICATION PROCESS ACCESSING ONLINE APPLICATION PLATFORM Fresno Arts Council uses Submittable to accept and manage grant request applications. You will need to create organizational/user accounts and profiles. Access the online application portal at https://fresnoartscouncil.submittable.com . Application Instructions are available [here]. For questions, please contact Fresno Arts Council at 559-237-9734 or email [grants email]. Fresno Arts Council encourages you to attend webinars, office hours, and make use of instructional resources early in your Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 15 of 23 application process. FAC strongly recommends submitting the application and required supporting materials at least five (5) business days before the deadline to provide time to troubleshoot any technical issues. The deadline to submit the online grant applications will be on [TBD]. To ensure that organizations have enough time to prepare, the grant guidelines and application will be posted, and the application will open for a minimum of 60 days. ACCESSING THE APPLICATION Read the Application Instructions prior to completing an application. You do not have to complete and submit the application in one sitting; you may save and return to it as many times as you like. WEBINARS, WORKSHOPS, TECH SUPPORT, OFFICE HOURS All organizations that are considering applying for a grant are STRONGLY ENCOURAGED to attend the pre- application workshop(s) offered by FAC. At the workshops, staff will review the guidelines and demonstrate Submittable, FAC’s online grant application system. Applicants are also encouraged to consult with the program staff well in advance of the application deadline if they have any questions about program requirements. In person and virtual office hours will be posted on [link]. Webinar Schedule: TBD In person workshop: TBD Office Hours Schedule: TBD FAQs: [link/PDF] Email Support: For technical assistance and grant guideline questions, please call 559-237-9734 Monday through Friday, between the hours of 9:00AM and 3:00PM. You may also email X at [email]. Please allow 24-48 hours for staff response. APPLICATION COMPONENTS A. Eligibility Check list: [link to application system] B. Applicant Information • Legal Name of Organization/Applicant (and Fiscal Sponsor, if applicable) • DBA Name of Organization/Applicant, if applicable • Founding Date: Enter the year your organization was founded or began activity • Address: PDF proof of address upload Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 16 of 23 • Fresno City Council District where Organization/Applicant is located: [link to finder tool] • Organization/Applicant Phone • Primary Contact Name, title, email, phone • Organization/Applicant Website • Type of organization (drop-down menu: 501(c)(3); fiscally sponsored) • Organization or Fiscal Sponsor EIN number • Which month and day does your organization or Fiscal Sponsor’s fiscal year end? • Primary Discipline? (drop-down menu) • Organization Mission/Purpose: Enter your organization’s mission statement, or primary purpose. Your mission statement should be concise. Do not add program details here. • Has your organization, or your Fiscal Sponsor, conducted a majority of its cultural arts programming within the City of Fresno for the past two years preceding this application? • How much will your organization discount for events funded in whole or in part through Measure P grant funds issued hereunder. C. Annual Income as reported to the IRS. D. Required Financial Forms and/or Reports: All attachments must be in PDF format, with exception of Supporting Material(s) and Work Samples. For 501(c)(3) Cultural Arts Organizations with a budget of $50,000 or less: • IRS Designation Letter • Federal Form 990, 990EZ or 990N For 501(c)(3) Cultural Arts Organizations with a budget of between $50,000 and $200,000 • IRS Designation Letter • Federal Form 990 or 990EZ • Accountant reviewed Financial Report for most recently completed fiscal year OR if this financial report is not yet available, a letter from the CPA stating when it will be completed AND internally generated financial statements for most recently completed fiscal year. For 501(c)(3) Cultural Arts Organizations with a budget of $200,000 or more • IRS Designation Letter • Federal Form 990 • Independent Financial Audit (for organizations with a budget of $2 million or more) or reviewed Financial Report for most recently completed fiscal year; OR if this financial report is not yet available, a letter from the CPA stating when it will be completed AND internally generated financial statements for most recently completed fiscal year. Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 17 of 23 For fiscally sponsored projects: • Sponsor organization’s IRS Designation Letter • Sponsor organization’s Federal Form 990 • A signed letter of agreement between the fiscal sponsor and the project applicant outlining the terms of the agreement and services • If the sponsor’s budget exceeds $2 million, An Independent Financial Audit OR letter from CPA stating when it will be completed AND internally generated financial statements for most recently completed fiscal year. For sponsors with a budget between $200,000 and $1,999,999, submit a CPA-reviewed Financial Report for most recently completed fiscal year. E. Proposed Grants Budget Please complete this budget template [link] F. Work Samples You are required to submit at least one work sample that exemplifies the cultural and/or artistic programs or events presented by your organization. This may include video or audio recordings, or digital images of performances, exhibitions, or events. Select the type of work sample that is most relevant to your organization. Maximum of 6 work samples accepted. G. Supporting Documents You may upload or provide links for up to three supporting documents from the past five years that demonstrate the impact of your programs on viewers/participants. Examples include: letters of support, participant testimonials, reviews, audience surveys, social media posts. This section is OPTIONAL; however, you are strongly encouraged to submit at least one document. These documents help reviewers understand the impact of your programs on participants and audience members. Note: You may upload a document or provide links. You may provide a title and brief description for necessary context. 3 documents maximum. APPLICATION REVIEW AND EVALUATION ELIGIBILITY AND COMPLETENESS REVIEW Once the application window closes, Fresno Arts Council staff will review applications for eligibility and completeness. Once an application has been submitted, it cannot be reopened, revised, or resubmitted. Applications that pass this initial review will then be evaluated for their strengths by a separate Grant Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 18 of 23 Review Panel, which will rely substantially on the information provided in the application and supporting materials submitted by applicants. PANEL ADJUDICATION AND RANKING An adjudication panel will be established that includes community members, artists and culture bearers, and arts and culture administrators. The Commission and Fresno Arts Council shall ensure that grant applications are reviewed in a transparent, competitive process. GRANT PANEL REVIEW The adjudication panel is comprised mainly of individuals with substantial background in arts and culture, usually drawn from the ranks of experienced and skilled arts and culture practitioners, administrators, managers and board members of City of Fresno arts and cultural organizations, the Cultural Arts Subcommittee or other applicable PRAC subcommittee, and experienced arts and culture grant-makers from philanthropic and public sectors. PANELISTS A call for panelists will go out at the same time as the Request for Proposal. A list of eligible panelists will be submitted to the PRAC prior to the start of the adjudication process. Panelists will be required to declare any possible conflict of interest at the time of application. Declaration of Conflict of Interest form is included here as an attachment. Panelists may not be on the board of staff of any applicant for that grant cycle, nor related by blood or marriage to any applicant in that grant cycle. HOW SCORING WORKS: Adjudication of applications is based on 6 weighted questions. 1) Organization Description 10% 2) Programming 30% 3) Cultural equity and inclusion statements and policy 20% 4) Organizational Challenges 10% 5) Proposed Impact and Outcomes (organizational and community) 20% 6) Governance and Administrative Structure 10% Emerging Organizations will be scored on: Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 19 of 23 • Organization Description 30% • Organizational Challenges 30% • Proposed Impact and Outcomes (organizational and community) 20% • Governance and Administrative Structure 20% Scores for each assessment category are collected from individual panelists. Each organization’s category scores, and cumulative total are reported back to them during the award notifications process. ADJUDICATION PANEL RANKING Rank Rank Description 6 - Exemplary Overwhelmingly achieves the purpose of the program. Meets all the review criteria and project requirements to the highest degree 5 - Strong Strongly achieves the purpose of the program. Meets all the review criteria and project requirements to a significant degree 4 - Good Sufficiently achieves the purpose of the program. Meets all the review criteria and project requirements to some degree 3 - Fair Moderately achieves the purpose of the program. Meets most of the review criteria and project requirements 2 - Marginal Minimally achieves the purpose of the program. Meets some of the review criteria and project requirements 1 - Weak Does not achieve the purpose of the program; proposals that are not appropriate for this grant category. Inadequately meets the review criteria or project requirement GRANTEE RECOMMENDATIONS TO PRAC Following the Grant Panel Review process, Fresno Arts Council will submit grant application rankings and award recommendations to the Parks, Recreation, and Arts Commission (PRAC) for final acceptance. Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 20 of 23 ANNOUNCE INTENT TO AWARD Once recommendations have been accepted by the PRAC, Fresno Arts Council will publish an intent to award a press release announcing grant recipients, funding amounts, and project descriptions. Anticipated TBA 2024. GRANTS AWARDED [Grant year] Organizational General Operating Support funds will be awarded [insert date TBA] and disbursed [date/method] Project Specific Grant funds will be awarded [insert date TBA] and disbursed [date/method] APPEALS Any applicant not recommended to receive an award may submit a written appeal to Fresno Arts Council staff no later than 5:00 p.m. by the tenth calendar day following notification from staff to the applicant that no award is being recommended. Staff will review the appeal and present it to the PRAC subcommittee for review and recommendation. The PRAC will make the final ruling. Upon request from an appellant, staff will provide written comments submitted by the evaluation panels, to help the appellant prepare their response. SELECTED GRANTEE REQUIREMENTS The following are a list of additional requirements that will be included in the grantee agreement. Legal Requirements Insurance/endorsements Conflict of Interest disclosure statement Data Collection At a minimum, data collected shall include information needed to demonstrate compliance with Section 7- 1506(b)(4)(D) such as: Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 21 of 23 (a) Attendance data: (i) Number of youth participants served. Youth shall be defined as age seventeen (17) and younger. (ii) Number of adult participants served. Adult shall be defined as ages eighteen (18) through sixty-one (61). (iii) Number of senior participants served. Senior shall be defined as age sixty-two (62) and older. (b) Participant zip code data to identify the number and percentage of City of Fresno residents served. (c) race, ethnicity, household income and gender identity. (d) For murals only: total square feet installed and location/address. (e) Photos and/or videos highlighting grant funded projects, events, programs, etc. Vendors Tax Copyright Background Check/Mandated Reporter, etc. Invoicing for and receipt of grant payments Project amendments Credit/Recognition Grant recipients are required to acknowledge the support of the Measure P, Parks and Arts ordinance and Fresno Arts Council to demonstrate how City funds support arts and culture. Recipients receiving funds must use the required logos and credit line on all printed and electronic materials that advertise performances, exhibitions, or other public events throughout their work or, for those receiving operating support, throughout the grant period. The credit line and links to logos are listed below: • “This work [event, organization, project] is funded in part by the City of Fresno Measure P Expanded Access to Arts and Culture Fund through Fresno Arts Council.” • [Links to required logos] Cultural Arts Calendar Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 22 of 23 Grantees must submit programming information and flyers to be included in the Cultural Arts Calendar at [link]. Reporting (midterm and final) 90% of grant funds will be awarded at the beginning of the grants cycle with the remaining 10% awarded when final reports are submitted. ADDITIONAL RESOURCES Eligibility Checklist FAQs APPENDICES Measure P Ordinance Cultural Arts Plan Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 23 of 23 DISCLOSURE OF CONFLICT OF INTEREST WITH AN APPLICANT FOR FUNDING (available on application site) 1 Are you currently in litigation with a grant applicant or any of its agents? YES NO 2 Do you represent any firm, organization, or person who is in litigation with a grant applicant? YES NO 3 Do you currently represent or perform work for any clients who do business with the Applicant? YES NO 4 Are you or any of your principals, managers, or professionals, owners or investors in a business which does business with a grant applicant, or in a business which is in litigation with the City of Fresno? YES NO 5 Are you or any of your principals, managers, or professionals, related by blood or marriage to anyone applying for funds? YES NO 6 Do you or any of your subcontractors have, or expect to have, any interest, direct or indirect, in any other contract in connection with the grant applicant? YES NO * If the answer to any question is yes, please explain here. Explanation: Signature________________________________________Date__________________ (Print Name)______________________________________________________ (Company)_____________________________________________________________ (Address)______________________________________________________________ (City, State Zip)_________________________________________________________ Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 1 of 25 EXPANDED ACCESS TO ARTS AND CULTURE FUND FUNDED BY MEASURE P ADMINISTERED BY FRESNO ARTS COUNCIL IN PARTNERSHIP WITH THE CITY OF FRESNO PARKS, ARTS, AND RECREATION COMMISSION (PRAC) PROJECT SPECIFIC GRANT GUIDELINES, 2024-25 DEADLINE: TO BE DETERMINED Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 2 of 25 TABLE OF CONTENTS FRESNO ARTS COUNCIL INFORMATION ...............................................................................................4 WHO WE ARE: ......................................................................................................................................4 CULTURAL ARTS GRANT OVERVIEW ....................................................................................................4 MEASURE P ..........................................................................................................................................4 CATEGORY 4, MEASURE P ORDINANCE .......................................................................................................5 CULTURAL ARTS PLAN .............................................................................................................................5 CULTURAL ARTS PLAN VISION .............................................................................................................................. 6 GOALS AND DESIRED OUTCOMES ......................................................................................................................... 6 EXPANDED ACCESS TO ARTS & CULTURE FUND ...................................................................................7 PROJECT SPECIFIC 2024-2025 GRANT GUIDELINES ........................................................................................7 ELIGIBILITY FOR FUNDING .........................................................................................................................7 INELIGIBLE ORGANIZATIONS ................................................................................................................................. 7 ELIGIBLE ORGANIZATIONS ................................................................................................................................... 7 ELIGIBILITY REQUIREMENTS ................................................................................................................................. 8 TYPES OF GRANTS ..............................................................................................................................9 PROJECT SPECIFIC GRANTS .......................................................................................................................9 GENERAL OPERATING SUPPORT ............................................................................................................... 10 REQUEST AMOUNTS ........................................................................................................................ 10 GENERAL OPERATING SUPPORT AND PROJECT SPECIFIC GRANTS .............................................................. 10 FUNDING AMOUNTS ........................................................................................................................................ 10 FUNDING RESTRICTIONS ................................................................................................................................... 12 REQUIRED APPLICATION INFORMATION ........................................................................................... 12 NARRATIVE QUESTIONS ................................................................................................................... 12 Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 3 of 25 OVERVIEW OF APPLICATION PROCCESS AND REQUIREMENTS ........................................................... 14 REQUIRED STANDARDS OF PRACTICE ................................................................................................ 15 ONLINE APPLICATION PROCESS ............................................................................................................... 15 ACCESSING ONLINE APPLICATION PLATFORM ............................................................................................... 15 ACCESSING THE APPLICATION ............................................................................................................................ 16 WEBINARS, WORKSHOPS, TECH SUPPORT, OFFICE HOURS ..................................................................................... 16 APPLICATION COMPONENTS ................................................................................................................... 16 APPLICATION REVIEW AND EVALUATION .......................................................................................... 18 ELIGIBILITY AND COMPLETENESS REVIEW ............................................................................................................. 18 PANEL ADJUDICATION AND RANKING .................................................................................................................. 19 GRANT PANEL REVIEW ..................................................................................................................................... 19 PANELISTS ...................................................................................................................................................... 19 HOW SCORING WORKS: ................................................................................................................................... 19 ADJUDICATION PANEL RANKING......................................................................................................................... 19 GRANTEE RECOMMENDATIONS TO PRAC ............................................................................................................ 20 ANNOUNCE INTENT TO AWARD ......................................................................................................................... 20 GRANTS AWARDED .......................................................................................................................................... 20 APPEALS ........................................................................................................................................................ 21 SELECTED GRANTEE REQUIREMENTS ................................................................................................ 21 ADDITIONAL RESOURCES .................................................................................................................. 22 Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 4 of 25 FRESNO ARTS COUNCIL INFORMATION WHO WE ARE: The Fresno Arts Council (FAC) is the state-local partner to the California Arts Council, designated by Resolution of the County Board of Supervisors to serve as the County’s arts agency. It is designated as the City of Fresno’s arts agency by Memorandum of Understanding. As the local arts agency, the FAC provides financial support, services, and other programs to a variety of cultural arts organizations, individual artists, and diverse communities throughout Fresno County. Our mission is to enrich people’s lives through the arts, and our purpose is to foster an arts community that recognizes and honors the contributions of its citizens to the arts. We are managed by a volunteer board of directors, and our agency solicits financial support from foundations, membership dues, and government and corporate funders, as well as private donors. The Fresno Arts Council (FAC) will award grants generated by the Measure P sales tax to nonprofit community-based organizations for the purpose of increasing access to the Arts in the City of Fresno. Contact Information: Please direct questions regarding Operating Grant Guidelines to Lilia Gonzáles Chávez, Executive Director, at lilia@fresnoartscouncil.org or [Grants Manager] at [email]. CULTURAL ARTS GRANT OVERVIEW MEASURE P In 2018, City of Fresno residents voted to approve Measure P, also known as the FRESNO CLEAN AND SAFE NEIGHBORHOOD PARKS TRANSACTIONS AND USE TAX, a three-eighths (.0375) percent sales tax ordinance, dedicated to improving parks, arts, and recreation facilities, services, and access in the City of Fresno. Funds collected by the sales tax can be used for purposes including, but not limited to, clean and safe parks; new parks and recreation facilities; youth and senior recreation and after-school facilities and job training; improved walking and biking trails; the San Joaquin River Parkway; beautification of streets; and expanded access to arts and culture. Measure P is a renewable thirty- year initiative implemented by the City of Fresno with oversight by the Parks, Recreation, and Arts Commission (PRAC), a nine member committee established by the ordinance, with Mayoral appointments. Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 5 of 25 Twelve Percent(12%) of funds collected by the sales tax are designated for improving access to arts and culture via competitive grants for cultural arts nonprofit organizations within City limits. This process is discussed in category 4 of the ordinance. CATEGORY 4, MEASURE P ORDINANCE Fresno Municipal Code Section 7-1506(b)(4) Expanded Access to Arts and Culture. (A) Twelve percent (12%) percent of the funds made available from Section 7-1504 shall be made available on an annual basis to invest in competitive grants for nonprofit organizations that support and expand access to arts and cultural programming. (B) Grants funded pursuant to this paragraph shall be implemented by the Commission in partnership with the Fresno Arts Council, or its successor local arts agency, using multiple solicitations that allow for a diverse set of programs, with different program sizes and reach, including core operating and project-support grants, to be funded. The Commission shall ensure that grant applications are reviewed in a transparent, competitive process. (C) Prior to the implementation of subparagraph (B), the Commission shall work in partnership with the Fresno Arts Council, and local arts and cultural stakeholders, to develop a Cultural Arts Plan for the City of Fresno that would identify needs in the arts and cultural community; prioritize outcomes and investments; and develop a vision and goals for the future of Fresno arts and cultural programs that are reflective of the cultural, demographic, and geographic diversity of Fresno. This process shall include a robust community engagement process, including multiple public meetings. The Cultural Arts Plan shall be updated every five years by the Commission. (D) Funding for operating support distributed pursuant to this paragraph shall support organizational stability for arts and cultural organizations that reflect the cultural, geographic and demographic diversity of the City of Fresno; and reflect the proportion of each grantee's overall operations that serves residents within, or visitors to, the City of Fresno sphere of influence. (E) Grants funded pursuant to subparagraph (B) shall prioritize organizations and programs that support and expand diverse public or youth engagement and equity. CULTURAL ARTS PLAN Fresno’s Cultural Arts Plan [link] was developed through a year-long process involving robust community participation. A partnership between a consultant group, Network for Culture and Arts Policy (NCAP), the City of Fresno PARCS Department, Fresno Arts Council, and the Parks, Recreation and Arts Commission (PRAC), with multiple opportunities for public surveys, meetings, and draft comments, individual interviews with community arts stakeholders, and research into Fresno’s cultural arts assets and needs, ultimately led to the approval and adoption of Fresno’s Cultural Arts Plan, which must be Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 6 of 25 reassessed and updated every five years, according to requirements set forth in the ordinance. The Cultural Arts Plan was adopted by the Fresno City Council on August 10, 2023. Fresno’s Cultural Arts Plan identifies the following goals, with associated strategies, in addition to defining funding priorities. These goals and funding priorities informed the development of Cultural Arts Grant Programs, managed by the Fresno Arts Council with stakeholder input and PRAC involvement and oversight. CULTURAL ARTS PLAN VISION Cultural arts in Fresno will be recognized, prioritized, inclusive, accessible, and continue to reflect, celebrate, and connect the community. GOALS AND DESIRED OUTCOMES (see [link] for recommendations, strategies, and funding priorities): I. GRANT-MAKING & COMMUNITY ENGAGEMENT Desired Outcome: Establish a strong foundation to support and expand access to arts and culture through grant-making and community engagement. II. STABILIZE, RESTORE & ACTIVATE Desired Outcome: Cultural arts organizations and assets will be stabilized, restored and activated to expand access to arts and culture. III. EDUCATION & ORGANIZATIONAL DEVELOPMENT Desired Outcome: Expand access to a variety of arts and cultural education programs to provide educational opportunities for people of all ages. Desired Outcome: Equip artists, cultural practitioners and organizations with the skills and organizational resources to stabilize and expand operations. IV. CELEBRATE & ENHANCE Desired Outcome: Elevate and celebrate arts and culture to strengthen a sense of community. V. ADDRESS BARRIERS, INNOVATE & EXPAND Desired Outcome: Expand access to arts and culture by eliminating barriers and investing in innovation. VI. MUNICIPAL INVESTMENTS & POLICIES TO SUPPORT CULTURAL ARTS Desired Outcome: Establish a strong foundation to support and expand access to arts and culture through policy planning and municipal investment. Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 7 of 25 EXPANDED ACCESS TO ARTS & CULTURE FUND PROJECT SPECIFIC 2024-2025 GRANT GUIDELINES Deadline: To be determined Grant Awards: $2,000 to $200,000 Grant Activity Period: To be determined ELIGIBILITY FOR FUNDING INELIGIBLE ORGANIZATIONS • Organizations that do not have their principal place of business in the City of Fresno. • Organizations whose primary mission is to raise funds. • Organizations whose primary function is regranting. • K-12 Schools • County Offices of Education • Public and Private Colleges and Universities • Government agencies and departments that have a line item in the City of Fresno Budget. • Organizations that do not serve the public and/ or provide public programing. • Individuals who are not working with an eligible incorporated 501(c)(3) fiscal sponsor; grant applicants with a fiscal sponsor are eligible for a Project Specific Grant but are ineligible for an Operating Support Grant. ELIGIBLE ORGANIZATIONS • Nonprofit organizations that support and expand access to arts and cultural programming. • 501(c)(3) Organizations or Project Specific Grant applicants with an eligible Fiscal Sponsor. Applicants using fiscal sponsors - An Applicant that is without its own organizational nonprofit status must use a Fresno-based fiscal sponsor organization with a federal 501(c)(3) designation that support and has expand access to arts and cultural programming, to apply for funding that support and expand access to arts and cultural programming. Types of applicant organizations eligible to apply using a fiscal sponsor include, but are not limited to, individual artists and culture bearers, artist collectives and cultural collectives, and other unincorporated art and culture guilds or associations. Applicants using a fiscal sponsor must be a City of Fresno resident. Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 8 of 25 An Applicant’s Fiscal sponsors must demonstrate at least two (2) years of arts and culture programming and service as a 501(c)(3) nonprofit organization; for Emerging Arts and Culture Project Specific Grant Applicants, the fiscally sponsored applicant or newly formed 501(c)(3) organization is not required to have its own two-year history of art and culture operational and financial experience at the time of application submission. ELIGIBILITY REQUIREMENTS • City of Fresno-based: documentation of being a Fresno-based nonprofit organization that supports and expands access to arts and cultural programing, or nonprofit social service organization with regular ongoing arts programming and/or services and a principal place of business in the City of Fresno. • Certificate of good standing: Nonprofit organizations and fiscal sponsors (if applicable) must have “active status” with the California Secretary of State (SOS) showing evidence of “good standing “at the time of application. o Organizations must also be in good standing with the Office of the Attorney General of California or provide an adequate letter of explanation regarding registration status. o The organization must operate and offer its programs in a nondiscriminatory manner and in compliance with all applicable laws, including, without limitation, laws protecting persons with disabilities. • Letter of agreement: If using a Nonprofit Fiscal Sponsor, the Fiscal Sponsor must provide a letter of agreement acknowledging the fiscal sponsorship with the project applicant and submit the letter with the application. If the grant is awarded the fiscal sponsor becomes the legal contract holder with the Fresno Arts Council. Once a contract is awarded the fiscal sponsor cannot be changed. • Narrative statement: Nonprofit organizations and fiscal sponsors (if applicable) will be required to provide a narrative statement, addressing the following areas: (1) purpose of the organization; (2) identification of targeted audience; and (3) how many people will be served as a result of the grant award. Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 9 of 25 TYPES OF GRANTS PROJECT SPECIFIC GRANTS Deadline: TBD Grant Awards: $2,000 to $200,000 Grant Activity Period: TBD Project Specific Grants will be made to support specific projects that respond to the goals of the Cultural Plan. Project Specific Grants can be used to pay artists’ fees, acquire project-specific supplies and materials, or acquire equipment required to complete the project; venue, and technical costs are additional examples of allowable expenses. Guidelines and Application for Project Specific Grants can be accessed here: [link]. *Note: Future Grant Programs informed by the Cultural Arts Plan and future CAP revisions may be developed. Guidelines will be posted as new funding programs are offered. Please visit fresnoartscouncil.org for updates and information. • All Project Specific Grants must align with the goals and outcomes of the Cultural Arts Plan adopted by the Fresno City Council. • A permanent installation of public art and public performances supported with Measure P funds must be in the City of Fresno. • New works or installations created with Measure P funds must remain the sole property of a City of Fresno organization. • Project Specific Grants may go out multiple times a year and specify specific outcomes consistent with goals set in the Cultural Arts Plan. • Grants shall prioritize organizations and programs that support and expand diverse public or youth engagement and equity. • An independent 501(c)(3) Arts and Cultural organization is exempt from the two-year programing requirement, and two-year fiscal history, for Project Specific Grants only. • If applying with a Fiscal Sponsor, unless the applicant is being considered for an Emerging Arts and Culture Project Specific Grant, the Fiscal Sponsor must have two years of activity of supporting and expanding access to arts and culture programing, and two years of financial history at the time of the application submission, to be eligible. o NOTE: In all cases, fiscal sponsors for Project Specific Grant applicants must be nonprofit 501(c)(3) organizations that support and expand access to arts and cultural programming. Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 10 of 25 • For any projects that will be permanently installed in a public or private space, a maintenance plan will be required. Grant applicants are advised to consider and adhere to site control requirements for both public and private facilities not under their ownership. Additionally, they should be mindful of obtaining any required permits or approvals for projects or programs conducted within the City of Fresno's right of way. • Project Specific Grants which may include festivals in parks or streets, or the use of other City owned property (city building, right of way language) must first complete the following: (eligibility form/city review) • Emerging Arts and Culture Project Specific Grants are available to eligible Project Specific Grant applicants who do not have two years of fiscal history and/or two years of prior activity supporting and expanding access to arts and culture programming, at the time of application submission. o Emerging Arts and Culture Project Specific Grants will not exceed $50,000 each— prioritizing investment reflective of the cultural, demographic, and geographic diversity of Fresno, supporting and expanding diverse public or youth engagement, and equity. GENERAL OPERATING SUPPORT General Operating Support was called out in the Ordinance to support organizational stability for arts and cultural organizations that reflect the cultural, geographic, and demographic diversity of the City of Fresno; and reflect the proportion of each grantee’s overall operations that serves residents within, or visitors to, the City of Fresno’s sphere of influence. Grants shall prioritize organizations and programs that support and expand diverse public or youth engagement and equity. General Operating Support Grants are intended to provide core support to Cultural Arts Organizations to sustain and increase community access to a broad and diverse range of opportunities in the arts. The General Operating Support grant provides direct funding for ongoing operations. This grant contributes to a robust and diverse arts workforce and infrastructure. Funds may be used to support any eligible expenses associated with the general operations of Cultural Arts Organizations, including but not limited to rent, utilities, and staff salaries incurred within the territorial limits of the City of Fresno. REQUEST AMOUNTS GENERAL O PERATING SUPPORT AND PROJECT SPECIFIC GRANTS FUNDING AMOUNTS Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 11 of 25 Each grant application funding cycle, available funding will be allocated approximately 50/50 between the two types of grants (all contemplated allocations may be adjusted in response to community need and interest; actual awards will also be affected by application quality as related to applicable scoring criteria). Project Specific Grants (this document) General Operating Support Grants (see [link]) Other Project Specific Grants – Approximately 40% of available funding Project specific grants are available to nonprofit arts and culture organizations, nonprofit organizations that support and expand access to arts and cultural programming, and Projects under an eligible Fiscal Sponsor; may apply for projects between $2,000 and $200,000. Other Operating Support - Approximately 40% of available funding Applicants limited to nonprofit arts and cultural organizations; may apply for: Budget Category Annual income as reported to the IRS Anticipated % of funding eligible for 1 Less than $250,000 Up to 70% 2 $251,000 and above Up to 30% capped at $300,000 Applicants who qualify as an Emerging Arts and Culture Organization, as defined below, shall first be reviewed for that tier of award. Emerging Arts and Culture Project Specific Grants – Approximately 10% of available funding Emerging Arts and Culture Project Specific Grants are available to eligible Project Specific Grant applicants who do not have two years of fiscal history and/or two years of prior activity supporting and expanding access to arts and culture programming, at the time of application submission. Emerging Arts and Culture Project Specific Grants will not exceed $50,000 each—prioritizing investment reflective of the cultural, demographic, and geographic diversity of Emerging Arts and Culture Organization Support Grants – Approximately 10% of available funding Applicants are limited to nonprofit arts and cultural organizations with annual revenue less than $50,000, regardless of years of operation; may apply for support of up to 100% of their annual revenue Emerging Arts and Culture Organizations are encouraged to apply for Operating Support Grants that build capacity and expand their ability to reach and serve residents and visitors in the City of Fresno. Emerging Arts and Culture Organization Support Grants prioritize investment reflective of the cultural, demographic, and geographic diversity of Fresno. Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 12 of 25 Fresno, supporting and expanding diverse public or youth engagement, and equity. Distribution is dependent on available funds annually. FUNDING RESTRICTIONS Matching funds: are not required. Applicants must apply for the funding category that applies to them. Projects or services funded through the Measure P grant funds must be displayed, operate, run, etc. within the City of Fresno. Applicant shall provide a discount to City of Fresno residents for events funded in whole or in part through Measure P grant funds issued hereunder. REQUIRED APPLICATION INFORMATION NARRATIVE QUESTIONS All questions should provide the reviewer with information that helps them best understand your organization. Word count is to provide enough space for you to respond as completely as possible. If you can provide enough information with fewer words, that will not be held against you. Emerging organizations should only answer questions 1, 4, 5, and 6. 1) Project Description a. Please describe your proposed project. b. Who is the target audience anticipated for this project? How will you capture who participates (age, ethnicity, income level, geography, etc.)? c. How does your work align with Fresno’s Cultural Arts plan? d. Do you have a regular process for evaluating the quality and success of your projects? What community impact do you envision for this project. e. Upload a project Budget (a template is provided). 500-750 words Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 13 of 25 2) Programming Share what the review panel should know about the organization’s arts and cultural programs. Consider the following questions to help shape your narrative: a. What are the primary activities of the organization? Describe the major programs open to the public. b. Describe key exhibitors/presenters, artists, and other collaborators. c. Identify how you include individual artists in your work. d. Describe the process the organization employs to select or create artistic programming. e. If arts and culture are not the mission of the organization, describe your arts and cultural programming, and describe how it fits within your larger organizational work. 750 words Upload the following: a. List of arts and cultural activities FY 2022-23 (1 page PDF) b. List of arts and cultural activities FY 2023-24 (1 page PDF) 3) Cultural equity and inclusion statements and policy a. Does the organization have an equity statement or other formalized diversity, equity, and inclusion efforts? If so, please upload any relevant documentation. b. What are the organization’s perceived needs and or plans for increasing diversity in board, staff, programming, and audiences, over the next year? c. What barriers, if any, are you removing to make that possible? (Barriers may include, but are not limited to, physical ability, language, cultural norms, educational background, and economic resources.). 750 words Upload: 4) Organizational Challenges a. What do you identify as your greatest challenges? b. Describe how you will address these challenges. c. Describe how these grant funds would be used to address these challenges. d. What do you perceive as barriers to your organizations increasing access to arts and culture? Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 14 of 25 750 words 5) Proposed Impact and Outcomes (organizational and community) Consider the following: a. What work is the organization most proud of? b. What outcome are you envisioning from this project. c. How will your organization measure the impact of this award? 750 words 6) Governance and Administrative Structure a. Describe your governance structure, including board meeting frequency, and board committee structure. Upload a board roster, include members’ names, occupation if known, and any other demographic information that you would like considered. b. Describe your administrative structure, including administrative, program, or cultural and/or artistic staff. List primary staff names, titles, and duties. Provide brief bios for key staff and include years with the organization. 750 words Upload: OVERVIEW OF APPLICATION PROCESS AND REQUIREMENTS Calendar and Timeline (Specific dates to be determined) Grants are accepted annually. Guidelines and Application Available November [X], 2023 Webinars and Office Hours Workshop webinars and office hours will be offered throughout the month of November 2023. Check [link] for full schedule. Open Application Period November X, 2023-January X, 2024 Staff Eligibility Review Winter 2023-24 Panel Review February-March 2024 Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 15 of 25 PRAC Commission Review and Adopts Recommendations Spring 2024 Notifications Sent via Email Spring 2024 Awards Disbursed Spring 2024 Grant Period TBD REQUIRED STANDARDS OF PRACTICE Minimum Standards of Practice for All Organizations or Fiscal Sponsors: • General Liability insurance • Workman’s Compensation insurance (provide basis for exemption if applicable) • Current practice of annual Year-End Financial Review completed by an external Certified Public Accountant/Firm for organizations with a budget of $2 million and above. • The applicant organization must have a functioning Board of Directors that meets regularly. • Applicants using a fiscal sponsor must demonstrate that the fiscal sponsor can meet these requirements. • Additional data/demographic requirements from City of Fresno. ONLINE APPLICATION PROCESS ACCESSING ONLINE APPLICATION PLATFORM Fresno Arts Council uses Submittable to accept and manage grant request applications. You will need to create organizational/user accounts and profiles. Access the online application portal at https://fresnoartscouncil.submittable.com . Application Instructions are available [here]. For questions, please contact Fresno Arts Council at 559-237-9734 or email [grants email]. Fresno Arts Council encourages you to attend webinars, office hours, and make use of instructional resources early in your application process. FAC strongly recommends submitting the application and required supporting materials at least five (5) business days before the deadline to provide time to troubleshoot any technical issues. Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 16 of 25 The deadline to submit the online grant applications will be on [TBD]. To ensure that organizations have enough time to prepare, the grant guidelines and application will be posted, and the application will open for a minimum of 60 days. ACCESSING THE APPLICATION Read the Application Instructions prior to completing an application. You do not have to complete and submit the application in one sitting; you may save and return to it as many times as you like. WEBINARS, WORKSHOPS, TECH SUPPORT, OFFICE HOURS All organizations that are considering applying for a grant are STRONGLY ENCOURAGED to attend the pre-application workshop(s) offered by FAC. At the workshops, staff will review the guidelines and demonstrate Submittable, FAC’s online grant application system. Applicants are also encouraged to consult with the program staff well in advance of the application deadline if they have any questions about program requirements. In person and virtual office hours will be posted on [link]. Webinar Schedule: In person workshop: Office Hours Schedule: FAQs: [link/PDF] Email Support: For technical assistance and grant guideline questions, please call 559-237-9734 Monday through Friday, between the hours of 9:00AM and 3:00PM. You may also email X at [email]. Please allow 24-48 hours for staff response. APPLICATION COMPONENTS A. Eligibility Check list: [link to application system] B. Applicant Information • Legal Name of Organization/Applicant (and Fiscal Sponsor, if applicable) • DBA Name of Organization/Applicant, if applicable • Founding Date: Enter the year your organization was founded or began activity • Address: PDF proof of address upload • Fresno City Council District where Organization/Applicant is located (link to finder tool) • Organization/Applicant Phone • Primary Contact Name, title, email, phone • Organization/Applicant Website Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 17 of 25 • Type of organization (drop-down menu? 501(c)(3); fiscally sponsored) • Organization or Fiscal Sponsor EIN number • Which month and day does your organization or Fiscal Sponsor’s fiscal year end? • Primary Discipline? (drop-down menu) • Organization Mission/Purpose: Enter your organization’s mission statement, or primary purpose. Your mission statement should be concise. Do not add program details here. • Has your organization, or your Fiscal Sponsor, conducted a majority of its cultural arts programming within the City of Fresno for the past two years preceding this application? • How much will your organization discount for events funded in whole or in part through Measure P grant funds issued hereunder. C. Annual Operating Income D. For Project Specific Grants which may include festivals in parks or streets, or the use of other City owned property [city building right of way language], they must first complete the following: [eligibility form/city review] E. Required Financial Forms and/or Reports: All attachments must be in PDF format, with exception of Supporting Material(s) and Work Samples. For 501(c)(3) Cultural Arts Organizations with a budget of $50,000 or less: • IRS Designation Letter • Federal Form 990, 990EZ or 990N For 501(c)(3) Cultural Arts Organizations with a budget of between $50,000 and $200,000 • IRS Designation Letter • Federal Form 990 or 990EZ • Accountant reviewed Financial Report for most recently completed fiscal year OR if this financial report is not yet available, a letter from the CPA stating when it will be completed AND internally-generated financial statements for most recently completed fiscal year. For 501(c)(3) Cultural Arts Organizations with a budget of $200,000 or more • IRS Designation Letter • Federal Form 990 • Independent Financial Audit (for organizations with a budget of $2 million or more) or reviewed Financial Report for most recently completed fiscal year; OR if this financial report is not yet available, a letter from the CPA stating when it will be completed AND internally-generated financial statements for most recently completed fiscal year. For fiscally sponsored projects: Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 18 of 25 • Sponsor organization’s IRS Designation Letter. • Sponsor organization’s Federal Form 990. • A signed letter of agreement between the fiscal sponsor and the project applicant outlining the terms of the agreement and services. • If the sponsor’s budget exceeds $2 million, An Independent Financial Audit OR letter from CPA stating when it will be completed AND internally-generated financial statements for most recently completed fiscal year. For sponsors with a budget between $200,000 and $1,999,999, submit a CPA-reviewed Financial Report for most recently completed fiscal year. F. Proposed Grants Budget Please complete this budget template [link] G. Work Samples You are required to submit at least one work sample that exemplifies the cultural and/or artistic programs or events presented by your organization. This may include video or audio recordings, or digital images of performances, exhibitions, or events. Select the type of work sample that is most relevant to your organization. Maximum of 6 work samples accepted. H. Supporting Documents You may upload or provide links for up to three supporting documents from the past five years that demonstrate the impact of your programs on viewers/participants. Examples include: letters of support, participant testimonials, reviews, audience surveys, social media posts. This section is OPTIONAL; however, you are strongly encouraged to submit at least one document. These documents help reviewers understand the impact of your programs on participants and audience members. Note: You may upload a document or provide links. You may provide a title and brief description for necessary context. 3 documents maximum. APPLICATION REVIEW AND EVALUATION ELIGIBILITY AND COMPLETENESS REVIEW Once the application window closes, Fresno Arts Council staff will review applications for eligibility and completeness. Once an application has been submitted, it cannot be reopened, revised, or resubmitted. Applications that pass this initial review will then be evaluated for their strengths by a separate Grant Review Panel, which will rely substantially on the information provided in the application and supporting materials submitted by applicants. Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 19 of 25 PANEL ADJUDICATION AND RANKING An adjudication panel will be established that includes community members, artists and cultural bearer, and arts and culture administrators. The Commission shall ensure that grant applications are reviewed in a transparent, competitive process. GRANT PANEL REVIEW The adjudication panel is comprised mainly of individuals with substantial background in arts and culture, usually drawn from the ranks of experienced and skilled arts and culture practitioners, administrators, managers and board members of City of Fresno arts and cultural organizations, the Cultural Arts Subcommittee or other applicable PRAC subcommittee, and experienced arts and culture grant-makers from philanthropic and public sectors. PANELISTS A call for panelists will come out at the same time as the Request for Proposal. A list of eligible panelists will be submitted to the PRAC prior to the start of the adjudication process. Panelists will be required to declare any possible conflict of interest at the time of application. Declaration of Conflict of Interest form is included here as an attachment. Panelists may not be on the board of staff of any applicant for that grant cycle, nor related by blood or marriage to any applicant in that grant cycle. HOW SCORING WORKS: Adjudication of applications is based on 6 weighted questions. 1) Project Description 10% 2) Programming 30% 3) Cultural equity and inclusion statements and policy 20% 4) Organizational Challenges 10% 5) Proposed Impact and Outcomes (organizational and community) 20% 6) Governance and Administrative Structure 10% Scores for each assessment category are collected from individual panelists. Each organization’s category scores, and cumulative total are reported back to them during the award notifications process. ADJUDICATION PANEL RANKING Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 20 of 25 Rank Rank Description 6 - Exemplary Overwhelmingly achieves the purpose of the program. Meets all the review criteria and project requirements to the highest degree 5 - Strong Strongly achieves the purpose of the program. Meets all the review criteria and project requirements to a significant degree 4 - Good Sufficiently achieves the purpose of the program. Meets all the review criteria and project requirements to some degree 3 - Fair Moderately achieves the purpose of the program. Meets most of the review criteria and project requirements 2 - Marginal Minimally achieves the purpose of the program. Meets some of the review criteria and project requirements 1 - Weak Does not achieve the purpose of the program; proposals that are not appropriate for this grant category Inadequately meets the review criteria or project requirement GRANTEE RECOMMENDATIONS TO PRAC Following the Grant Panel Review process, Fresno Arts Council will submit grant application rankings and award recommendations to the Parks, Recreation, and Arts Commission (PRAC) for final acceptance. ANNOUNCE INTENT TO AWARD Once recommendations have been accepted by the PRAC, Fresno Arts Council will publish an intent to award a press release announcing grant recipients, funding amounts, and project descriptions. Anticipated TBA 2024. GRANTS AWARDED [Grant year] Organizational General Operating Support funds will be awarded [insert date TBA] and disbursed [date/method] Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 21 of 25 Project Specific Grant funds will be awarded [insert date TBA] and disbursed [date/method] APPEALS Any applicant not recommended to receive an award may submit a written appeal to Fresno Arts Council staff no later than 5:00 p.m. by the tenth calendar day following notification from staff to the applicant that no award is being recommended. Staff will review the appeal and present it to the PRAC subcommittee for review and recommendation. The PRAC will make the final ruling. Upon request from an appellant, staff will provide written comments submitted by the evaluation panels, to help the appellant prepare their response. SELECTED GRANTEE REQUIREMENTS The following are a list of additional requirements that will be included in the grantee agreement. Legal Requirements Insurance/endorsements Conflict of Interest disclosure statement Data Collection At a minimum, data collected shall include information needed to demonstrate compliance with Section 7-1506(b)(4)(D) such as: (a) Attendance data: (i) Number of youth participants served. Youth shall be defined as age seventeen (17) and younger. (ii) Number of adult participants served. Adult shall be defined as ages eighteen (18) through sixty-one (61). (iii) Number of senior participants served. Senior shall be defined as age sixty-two (62) and older. (b) Participant zip code data to identify the number and percentage of City of Fresno residents served. (c) race, ethnicity, household income and gender identity. (d) For murals only: total square feet installed and location/address. Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 22 of 25 (e) Photos and/or videos highlighting grant funded projects, events, programs, etc. Vendors Tax Copyright Background Check/Mandated Reporter, etc. Invoicing for and receipt of grant payments Project amendments Credit/Recognition Grant recipients are required to acknowledge the support of Measure P, Parks and Arts ordinance and Fresno Arts Council to demonstrate how City funds support arts and culture. Recipients receiving funds must use the required logos and credit line on all printed and electronic materials that advertise performances, exhibitions, or other public events throughout their work or, for those receiving operating support, throughout the grant period. The credit line and links to logos are listed below: • “This work [event, organization, project] is funded in part by the City of Fresno Measure P Expanded Access to Arts and Culture Fund through Fresno Arts Council.” • [Links to required logos] Cultural Arts Calendar Grantees must submit programming information and flyers to be included in the Cultural Arts Calendar at [link]. Reporting (midterm and final) 90% of grant funds will be awarded at the beginning of the grants cycle with the remaining 10% awarded when final reports are submitted. ADDITIONAL RESOURCES Eligibility Checklist FAQs Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 23 of 25 APPENDICES Measure P Ordinance Cultural Arts Plan Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 24 of 25 DISCLOSURE OF CONFLICT OF INTEREST WITH AN APPLICANT FOR FUNDING 1 Are you currently in litigation with a grant applicant or any of its agents? YES NO 2 Do you represent any firm, organization, or person who is in litigation with a grant applicant? YES NO 3 Do you currently represent or perform work for any clients? who do business with the Applicant? YES NO 4 Are you or any of your principals, managers, or professionals, owners or investors in a business which does business with a grant applicant, or in a business which is in litigation with the City of Fresno? YES NO 5 Are you or any of your principals, managers, or professionals, related by blood or marriage to anyone applying for funds YES NO 6 Do you or any of your subcontractors have, or expect to have, any interest, direct or indirect, in any other contract in connection with the grant applicant? YES NO * If the answer to any question is yes, please explain here. Explanation: Fresno Arts Council 1245 Van Ness Ave. Fresno, CA 93721 (559)237-9734 https://www.fresnoartscouncil.org Page 25 of 25 Signature________________________________________Date__________________ (Print Name)______________________________________________________ (Company)_____________________________________________________________ (Address)______________________________________________________________ (City, State Zip)_________________________________________________________ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1694 Agenda Date:12/7/2023 Agenda #: 1.-L. REPORT TO THE CITY COUNCIL FROM:AARON A. AGUIRRE, Director Parks, After School, Recreation and Community Services Department BY:SHELBY MACNAB, Business Manager Parks, After School, Recreation and Community Services Department SHAWNA ROGERS, Program Manager Parks, After School, Recreation and Community Services Department SUBJECT ***RESOLUTION - Approving the Application for Outdoor Equity Grants Program (OEP) Funds totaling up to $300,000 to expand science education and access to outdoor recreation, and authorizing the City Manager or designee to execute all related grant documents (Subject to Mayor’s Veto) (District 3.) RECOMMENDATION Staff recommends that the City Council approve the application for the OEP Funds totaling up to $300,0000 to expand science education and access to outdoor recreation; and authorize the City Manager or designee to apply for the OEP grant funding and execute all related documents. EXECUTIVE SUMMARY Staff are requesting authority to submit three grant applications totaling up to $300,000 to expand science education and access to outdoor recreation. Grant applications are due December 14, 2023. BACKGROUND On August 1, 2023, the California Department of Parks and Recreation opened a grant application period for round two of the Outdoor Equity Grant Program. The program aims to increase the ability for underserved communities to participate in outdoor experiences within their region, at state parks, and at other public lands as part of the statewide “Outdoor Access for All” initiative. The deadline to submit grant applications is December 14, 2023. If awarded, the grant term is three years, beginning in Spring 2024 and running through Spring 2027. Staff are requesting authority to submit three grant applications totaling up to $300,000 to establish a wilderness adventure academy with a focus on STEM - earth science, conservation, and geology. The academy would operate at three locations including Dickey, Sunset, and Fink White Community City of Fresno Printed on 12/22/2023Page 1 of 2 powered by Legistar™ 12/07/2023 GB/NE 7-0 R. 2023-306 APPROVED ON CONSENT File #:ID 23-1694 Agenda Date:12/7/2023 Agenda #: 1.-L. The academy would operate at three locations including Dickey,Sunset,and Fink White Community Centers.One grant application would be submitted for each program location.The centers were chosen based on grant criteria which prioritizes locations with a low median income,high rates of poverty,linguistic isolation,and the number of families qualifying for free or reduced lunch.Staff also evaluated daily participation in youth programs and interest in science by youth at all community centers when determining locations to recommend for the academy. As part of the proposed program,approximately 150 participants would receive hands on science education and nature area day trips to support scientific and outdoor exploration within the state of California.Programming would also include family centered opportunities that invite multi- generational participation at each center.If funded,the program would partner with the City of Fresno internship programs to engage youth in program delivery and provide mini grants to fund partnership with local educational institutions and non-profit organizations engaged in fields of natural conservation,science and geology.Implementation of this program and partnerships would align with Parks Master Plan goals for agency and organization partnerships (goals 7.8-9)and programming and management recommendations (goal 5.5). ENVIRONMENTAL FINDINGS Pursuant to California Environmental Quality Act (CEQA)Guidelines Section 15378,this item is not a project for the purposes of CEQA. LOCAL PREFERENCE Local preference is not included because this resolution does not include a bid or award of a construction or services contract. FISCAL IMPACT This resolution will have no immediate impact on the General Fund.If awarded,grant funding allocated to the program will be identified in future year budget appropriations. Attachment: Resolution City of Fresno Printed on 12/22/2023Page 2 of 2 powered by Legistar™ 1 of 3 Date Adopted: Date Approved: Effective Date: City Attorney Approval: AMK Resolution No. ____________ RESOLUTION NO. ____________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO, CALIFORNIA, APPROVING THE APPLICATION FOR THE OUTDOOR EQUITY GRANTS PROGRAM GRANT FUNDS WHEREAS, the State Department of Parks and Recreation has been delegated the responsibility by the Legislature of the State of California for the administration of the Outdoor Equity Grants Program, setting up necessary procedures governing the application; and WHEREAS, said procedures established by the State Department of Parks and Recreation require the Applicant to certify by resolution the approval of the application before submission of said application to the State; and WHEREAS, successful Applicants will enter into a contract with the State of California to complete the Grant Scope program. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno as follows: 1. Approves the filing of an application for the Wilderness Adventure Academy - Sunset Community Center for up to $100,000; and 2. Approves the filing of an application for the Wilderness Adventure Academy - Dickey Community Center for up to $100,000; and 3. Approves the filing of an application for the Wilderness Adventure Academy - Fink White Community Center for up to $100,000; and 2 of 3 4. Certifies that said Applicant has or will have available, prior to commencement of any work on the program(s) included in this application, the sufficient funds to complete the program(s); and 5. Certifies that if the grant is awarded, the Applicant has or will have sufficient funds to operate the program(s) as described in the Grant Selection Criteria response; and 6. Certifies that the Applicant has reviewed, understands, and agrees to the General Provisions contained in the contract shown in the Grant Administration Guide; and 7. Delegates the authority to the City Manager or Designee to conduct all negotiations, sign and submit all documents, including, but not limited to applications, agreements, amendments, and payment requests, which may be necessary for the completion of the Grant Scope; and 8. Agrees to comply with all applicable federal, state, and local laws, ordinances, rules, regulations, and guidelines. 9. This resolution shall be effective upon final approval. 3 of 3 * * * * * * * * * * * * * * STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing resolution was adopted by the Council of the City of Fresno, at a regular meeting held on the day of 2023. AYES : NOES : ABSENT : ABSTAIN : Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Vote: , 2023 TODD STERMER, CMC City Clerk By: Deputy Date APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Angela M. Karst Date Senior Deputy City Attorney City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1727 Agenda Date:12/7/2023 Agenda #: 1.-M. REPORT TO THE CITY COUNCIL FROM:Sumeet Malhi, Director Personnel Services Department BY:Vanessa Perales, Human Resources Manager Personnel Services Department SUBJECT ***RESOLUTION - Adopt the Eighth Amendment to FY 2024 Salary Resolution No. 2023-183, amending Exhibit 8, Unit 8, Non-Represented to increase the salary range for the Cashier Clerk, Lifeguard, Services Aide, Intern, Youth Jobs Corps Program Ambassador, and Youth Jobs Corps Program Participant classifications from $15.50 - $19.50 per hour to $16.00 - $20.00 per hour; increase the Police Cadet I classification salary range from $15.50 - $20.50 to $16.00 to $21.00 per hour; increase the Senior Lifeguard and Youth Jobs Corps Program Mentor classification salary range from $16.00 - $20.50 to $16.50 - $21.00 per hour; and adjust the Sports Official salary from $15.50 - $50.00 Per Game to $16.00 - $25.00 Per Hour; effective January 1, 2024 (Subject to Mayor’s Veto). RECOMMENDATION It is recommended that Council adopt the Eighth Amendment to the FY 2024 Salary Resolution No. 2022-152, to increase the minimum wage and adjust salary ranges accordingly in Exhibit 8, Unit 8, Non-Represented effective January 1, 2024. EXECUTIVE SUMMARY Effective January 1, 2024, the minimum wage in California will increase to $16.00 per hour. To maintain compliance with the California State law, it is required to increase the minimum starting salary by .50 cents for all affected classifications in Exhibit 8, Unit 8, Non-Represented. It is recommended to increase the minimum and maximum salary range from $15.50 - $19.50 to $16.00 - $20.00 per hour for the classifications of Cashier Clerk, Lifeguard, Services Aide, Intern, Youth Job Corps Programs Ambassador and Youth Jobs Corps Program Participant in Exhibit 8, Unit 8, Non-Represented, effective January 1, 2024. It is also recommended to increase the salary range for the Police Cadet I classification from $15.50 - $20.50 to $16.00 - $21.00 per hour; increase the salary range for the Senior Lifeguard and Youth Jobs Corps Program Mentor classification from $16.00 - $20.50 to $16.50 - $21.00 per hour to maintain consistency with the Lifeguard, Youth Jobs Corps Program Ambassador and Participant salary increase; and adjust the Sports Official salary City of Fresno Printed on 12/22/2023Page 1 of 3 powered by Legistar™ 12/07/2023 GB/NE 7-0 R. 2023-307 APPROVED ON CONSENT File #:ID 23-1727 Agenda Date:12/7/2023 Agenda #: 1.-M. from $15.50 - $50.00 Per Game to $16.00 - $25.00 Per Hour. It is anticipated that all affected Departments have sufficient appropriations to address the costs associated with this adjustment;however,should a Department require additional appropriations,it will revisit associated costs during the mid-year budget review. To implement these actions,it is necessary to adopt the Eighth Amendment to FY 2024 Salary Resolution No. 2023-183. BACKGROUND Effective January 1,2024,the minimum wage in California will increase to $16.00 per hour for all employers regardless of the number of staff employed.The City of Fresno is required to increase the minimum starting salary for all affected classifications in Exhibit 8,Unit 8,Non-Represented from $15.50 to $16.00. It is recommended that the minimum salary range for the classifications of Cashier Clerk,Lifeguard, Police Cadet I,Services Aide,Intern,Youth Jobs Corps Program Ambassador and Youth Jobs Corps Program Participant classifications in Exhibit 8,Unit 8,Non-Represented,be increased by .50 cents, effective January 1,2024,in compliance with the California state law.In order to maintain consistency with the minimum salary range increase,it is also recommended to increase the maximum salary range by .50 cents for the aforementioned classifications;and increase the maximum salary range of the Police Cadet I classification from $20.50 to $21.00 per hour. Additionally,it is also recommended to adjust the Sports Official salary from $15.50 -$50.00 Per Game to $16.00 -$25.00 Per Hour to recruit Sports Officials for recreational activities;and increase the salary range of the Senior Lifeguard and Youth Jobs Corps Program Mentor classification from $16.00 -$20.50 to $16.50 -$21.00 per hour to maintain parity with the Lifeguard,Youth Jobs Corps Program and Participant classification salary increase;and to be consistent overall with other comparable Per Hour salary range classifications in Exhibit 8, Unit 8, Non-Represented. It is anticipated that all affected Departments have sufficient appropriations to address the costs associated with this adjustment;however,should a Department require additional appropriations,it will revisit associated costs during the mid-year budget review. The City Attorney’s Office has approved the Eighth Amendment to Salary Resolution No.2023-183 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 City of Fresno Printed on 12/22/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1727 Agenda Date:12/7/2023 Agenda #: 1.-M. with the City of Fresno. FISCAL IMPACT It is anticipated that all affected Departments have sufficient appropriations to address the costs associated with this adjustment;however,should a Department require additional appropriations,it will revisit associated costs during the mid-year budget review. Attachments: Resolution: Eighth Amendment to FY24 Salary Resolution No. 2023-183 Salary Tables: Eighth Amendment to FY24 Salary Resolution No. 2023-183 - Redline Salary Tables: Eighth Amendment to FY24 Salary Resolution No. 2023-183- Final City of Fresno Printed on 12/22/2023Page 3 of 3 powered by Legistar™ SEE APPENDIX FOR FOOTNOTES Page 8.1 EXHIBIT 8 Unit 8 – Non-Represented CLASS TITLE JOB CODE PROB PER A B C D E F G Airport Public Safety Officer‡ 310002 12 5750 6034 6321 6634 6961 7310 7676 Airport Public Safety Supervisor12‡ 310003 12 7673 8056 8460 8882 9327 9794 10284 Airport Public Safety Supervisor13‡ 310005 12 6708 7042 7395 7764 8150 8558 8986 ‡To be calculated as if working 40 hours per week. 12Hired before July 1, 2010 13Hired on or after July 1, 2010 CLASS TITLE JOB CODE PROB PER RANGE SALARY Cashier ClerkVIII 910010 - Hourly $16.00 – $20.00 Per Hour Law Clerk 910015 - Hourly $20.00 - $25.00 Per Hour Law Enforcement Instructor 940020 - Hourly $18.00 - $25.00 Per Hour LifeguardVIII 950001 - Hourly $16.00 - $20.00 Per Hour Police Cadet IVIII 9400059 48 mos. Hourly $16.00 - $21.00 Per Hour Police Cadet II 9400069 48 mos. Hourly $18.00- $25.00 Per Hour Pool Supervisor 950015 - Hourly $18.00 - $25.00 Per Hour Senior LifeguardVIII 950002 - Hourly $16.50 - $21.00 Per Hour Services AideVIII 910005 - Hourly $16.00 - $20.00 Per Hour Sports OfficialVIII 950010 - Hourly $16.00 - $25.00 Per Hour InternVIII 910002 - Hourly $16.00 - $20.00 Per Hour Youth Jobs Corps Program AmbassadorVIII 910031 - Hourly $16.00 - $20.00 Per Hour Youth Jobs Corps Program ParticipantVIII 910032 - Hourly $16.00 - $20.00 Per Hour Youth Jobs Corps Program MentorVIII 910033 - Hourly $16.50 - $21.00 Per Hour VIIIEffective January 1, 2024, by the Eighth Amendment to the Salary Resolution No. 2023-183. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1563 Agenda Date:12/7/2023 Agenda #: 1.-N. REPORT TO THE CITY COUNCIL FROM:JENNIFER CLARK, Director Planning and Development Department PHILIP SKEI, Assistant Director Planning and Development Department BY:JENNIFER DAVIS, Sr. Management Analyst Housing Finance Division SUBJECT *** RESOLUTION - Declaring a 0.91-acre parcel of land identified as Assessor’s Parcel Number 436- 260-22 to be exempt surplus land and directing staff to comply with the open and competitive request for proposals (RFP) process for the disposition of this property for an affordable housing development as required by Fresno Municipal Code Section 4-204 (Council District 4) (Subject to Mayor’s Veto) RECOMMENDATION Staff recommends the City Council adopt a Resolution declaring a 0.91-acre parcel of land identified as Assessor’s Parcel Number (APN) 436-260-22 to be exempt surplus land pursuant to Government Code section 54221(f)(1)(A) of the California Surplus Land Act for the purpose of developing affordable housing pursuant to Government Code section 37364; and initiating the open and competitive request for proposals (RFP) process for the development of this parcel into affordable housing pursuant to Fresno Municipal Code (FMC) 4-204 and return to Council for approval of an Agreement for disposition. EXECUTIVE SUMMARY In accordance with the Surplus Land Act (California Government Code sections 54220 through 54236), the Council shall take formal action in a public meeting to declare this City-owned property as exempt surplus land. The attached “Resolution Exempt Surplus” declares a 0.91-acre parcel of land identified as APN 436-260-22 and addressed as 3876 North Blackstone Avenue (Property) as exempt surplus real property pursuant to Government Code section 37364 and section 54221(f)(1) (A) and shall comply with all development conditions as required under this exemption. On November 6, 2023, the California Department of Housing and Community Development (HCD) concurred that a development of this type meets the requirements of exempt surplus land pursuant to City of Fresno Printed on 12/22/2023Page 1 of 3 powered by Legistar™ 12/07/2023 GB/NE 7-0 R. 2023-308 APPROVED ON CONSENT File #:ID 23-1563 Agenda Date:12/7/2023 Agenda #: 1.-N. Government Code section 37364. Staff recommends Council initiate an open and competitive request for proposals (RFP)process for an affordable housing development as required pursuant to FMC Section 4-204,unless an exception applies or Council votes to vary from the process upon making findings of good cause and clear and convincing benefits to the public,and by a supermajority approval of at least five votes.This action will allow staff to initiate a competitive request for proposals (RFP)process for affordable housing development at this site. BACKGROUND On April 20,2023,City Council voted to purchase the property located at 3876 North Blackstone Avenue,APN 436-260-22 (Property)for future conversion to permanent affordable housing.At that time,additional analysis was being performed to determine the suitability of the site to include the rehabilitation of the existing Travelodge located at the Property into an affordable housing development.On September 28,2023,City Council voted to adopt a finding of Categorical Exemption based on the findings of the CEQA analysis that was performed.As a result,it has been determined that the Property is indeed a suitable site for the development of permanent affordable housing.Further,staff has concluded that the property is exempt surplus land,as it was purchased by the City on September 29,2023,and will be utilized for the exclusive purpose of developing permanent affordable housing. The proposed development and affordability restrictions support the findings that the property qualifies as exempt from the California Surplus Land Act as stated in Government Code Section 37364(a):“…whenever the legislative body of a city determines that any real property or interest therein owned or to be purchased by the city can be used to provide housing affordable to persons and families of low or moderate income,as defined by Section 50093 of the Health and Safety Code or as defined by the United States Department of Housing and Urban Development or its successors, and that this use is in the city's best interests,the city may sell,lease,exchange,quitclaim,convey, or otherwise dispose of the real property or interest therein at less than fair market value,or purchase an interest in the real property,to provide that affordable housing under whatever terms and conditions the city deems best suited to the provision of such housing.” On November 6,2023,the California Department of Housing and Community Development (HCD) concurred that a development of the type described herein is in compliance with the following requirements of Government Code section 37364: a)Minimum of 80%of the area of any parcel shall be used for development of housing (remaining 20% could be ancillary commercial or park/open space use); b)Not less than 40%of the total number of housing units developed on any parcel pursuant to this section shall be affordable to households whose incomes are equal to,or less than,75 percent of the maximum income of lower income households (80%of area median income),and at least half of which (20%of the units)shall be affordable to very low-income households (50%of area median income); and c)Dwelling units shall be restricted by regulatory agreement to remain continually affordable to those persons and families for the longest feasible time,but not less than 30 years and shall be City of Fresno Printed on 12/22/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1563 Agenda Date:12/7/2023 Agenda #: 1.-N. those persons and families for the longest feasible time,but not less than 30 years and shall be recorded against the property. The attached Resolution and findings are a requirement of SLA to designate the property as exempt surplus land.The request for proposals process initiated by this Council action will require any developer to comply with the development parameters outlined above. The City Attorney’s Office has reviewed and approved the attached Resolution as to form.The exempt surplus land,if approved by the Council,will become effective when the exempt surplus land resolution is recorded in the office of the Fresno County Recorder. ENVIRONMENTAL FINDINGS On September 28,2023,the City Council adopted the finding of Categorical Exemption pursuant to Sections 15301/Class 1 (Existing Facilities)and 15332/Class 32 (In-fill Development)of the California Environmental Quality Act (CEQA)Guidelines.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 Adoption of this Resolution to declare real property exempt surplus is not subject to local preference. FISCAL IMPACT This project is located in District 4 and there is no fiscal impact to the City at this time. Attachments: Resolution Exempt Surplus City of Fresno Printed on 12/22/2023Page 3 of 3 powered by Legistar™ 1 of 4 Date Adopted: Date Approved: Effective Date: City Attorney Approval: ______ Resolution No. ____________ RESOLUTION NO. ____________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO, CALIFORNIA, DECLARING PROPERTY IDENTIFIED AS ASSESSOR’S PARCEL NUMBER 436-260- 22 TO BE EXEMPT SURPLUS LAND AND INITIATING THE OPEN AND COMPETITIVE REQUEST FOR PROPOSALS PROCESS FOR THE DISPOSITION OF THIS PROPERTY FOR AN AFFORDABLE HOUSING DEVELOPMENT WHEREAS, the City of Fresno (City) owns a 0.91 acre parcel of land identified as Assessor’s Parcel Number (APN) 436-260-22 (Property), as more particularly described in Exhibit A, attached hereto and made a part hereof by reference; and WHEREAS, the Surplus Land Act (California Government Code sections 54220 through 54236) is generally intended to make a local agency's surplus land (i.e., land not needed for the agency's use) available for potential acquisition by affordable housing sponsors for affordable housing purposes or by other local public entities; and WHEREAS, California Government Code section 54221(b) and the April 2021 Surplus Land Act Guidelines (SLA Guidelines) published by the California Department of Housing and Community Development (HCD) require that prior to taking any action to dispose of land that is subject to the Surplus Land Act, the City Council must, at a public meeting, declare the land either surplus land or exempt surplus land, as each are defined in California Government Code section 54221; and WHEREAS, under the Surplus Land Act, land shall be declared either “surplus land” or “exempt surplus land” as supported by written findings, before a local agency may take any action to dispose of it consistent with the agency’s policies or procedures; and 2 of 4 WHEREAS, the City has sought concurrence with the State of California Housing and Community Development Department, and the State has concurred that APN 436- 260-22 was determined to be exempt surplus land on November 6, 2023; and WHEREAS, the proposed development and affordability restrictions support the findings that the property qualifies as exempt from the California Surplus Land Act pursuant to Government Code section 54221(f)(1)(A) because the Property will be disposed for the development project pursuant to Government Code section 37364(a) which requires: (1) Minimum of 80% of the area of any parcel shall be used for development of housing (remaining 20% could be ancillary commercial or park/open space use); (2) Not less than 40% of the total number of housing units developed on any parcel pursuant to this section shall be affordable to households whose incomes are equal to, or less than, 75 percent of the maximum income of lower income households (80% of area median income), and at least half of which (20% of the units) shall be affordable to very low-income households (50% of area median income); and (3) Dwelling units shall be restricted by regulatory agreement to remain continually affordable to those persons and families for the longest feasible time, but not less than 30 years and shall be recorded against the property; and WHEREAS, in accordance with Government Code section 54221(b)(1), the land is owned in fee simple by the City for which the governing body takes formal action in a regular public meeting declaring that the land is surplus and is not necessary for the agency’s use; and WHEREAS, the City will release a Request for Proposal for the development of the sites into an affordable housing development. 3 of 4 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno as follows: 1. The City Council hereby declares the .091-acre parcel of land identified as Assessor’s Parcel Number (APN) 436-260-22 exempt surplus land pursuant to Government Code section 54221(f)(1)(A) of the California Surplus Land Act because the Property will be transferred for a development project pursuant to Government Code section 37364. 2. The City Council hereby initiates the open and competitive request for proposals process for the development of this parcel into affordable housing pursuant to Fresno Municipal Code section 4-204 and return to Council for approval of an Agreement for disposition. 3. Conduct any environmental assessment as may be required under the California Environmental Quality Act. 4. This resolution shall be effective upon final approval. 4 of 4 * * * * * * * * * * * * * * STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing resolution was adopted by the Council of the City of Fresno, at a regular meeting held on the day of 2023. AYES : NOES : ABSENT : ABSTAIN : Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Vote: , 2023 TODD STERMER, CMC City Clerk By: Deputy Date APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Angela M. Karst Date Senior Deputy City Attorney Attachment: Exhibit A Travel Lodge APN 436-260-22EXHIBIT A City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1598 Agenda Date:12/7/2023 Agenda #: 1.-O. REPORT TO THE CITY COUNCIL FROM:JENNIFER CLARK, Director Planning and Development Department PHIL SKEI, Assistant Director Planning and Development Department BY:DYLAN MCCULLY, Senior Management Analyst, Homeless Services Division SUBJECT Approve the Second Amendment to the Agreement with Poverello House for Homeless Family Services extending the contract term to June 30, 2024, and increasing funding by $31,680.00 for a total amount of $298,221.87. RECOMMENDATION Staff recommends the City Council approve a Second Amendment to the Agreement with Poverello House for Homeless Family Services increasing Homeless Housing Assistance and Prevention Program (HHAP) funding by $31,680.00 for a total contract amount of $298,221.87. EXECUTIVE SUMMARY The City of Fresno (City) has an existing agreement with Poverello to provide housing navigation services for homeless families funded through HHAP. In order to ensure continued homeless family services are provided under this agreement, staff recommends amending the agreement and utilizing additional HHAP-2 funds to extend the contract through June 30, 2024 at which time new agreements for all outreach services will be brought to Council for consideration. BACKGROUND On December 20, 2018, the City of Fresno received an allocation of Homeless Emergency Aid Program (HEAP) funds in the amount of $3,105,519.00. On March 14, 2019, Council approved a Revised Spending Plan for the City’s HEAP, which included five homeless service project categories; Triage Center, Outreach, Homeless Employment program, Homeless Family services and Homeless Youth Services. The Poverello Homeless Family Services program falls under the Homeless Family services category. This program provides housing navigation and case management for families experiencing homelessness, assisting households with obtaining basic documentation and linking City of Fresno Printed on 12/22/2023Page 1 of 2 powered by Legistar™ 12/07/2023 GB/NE 7-0 APPROVED ON CONSENT File #:ID 23-1598 Agenda Date:12/7/2023 Agenda #: 1.-O. them to supportive services, housing programs and other community resources. On August 22,2019,Council approved an agreement with Poverello House for Homeless Family Services in the amount of $118,463.50 using HEAP funds.The Homeless Family Services program provides case management and navigation services to families experiencing homelessness or who are at imminent risk of homelessness,stabilizing families in their current housing or linking families to shelter or housing as soon as possible upon program entry. On May 8,2020,the City of Fresno received a total of $6,158,246.18 in an initial round of HHAP funds.HHAP Round 1 funding,authorized by AB 101,is designed to support regional coordination and expand or develop local capacity to address immediate homelessness challenges throughout the state.On June 24,2021,Council approved the first amendment to the agreement to extend the contract term to December 31,2023 and increase contract funding by $148,078.37 for a total award of $255,541.87 using HHAP Round 1 program funds. On July 8,2021,the City of Fresno was awarded a total of $2,911,171.00 in a second round of HHAP funding.HHAP Round 2 funding,authorized by Assembly Bill 83,is designed to develop a unified regional response to homelessness and to provide support to local jurisdictions to continue to build on regional collaboration developed through previous rounds of California Interagency Council on Homelessness (Cal ICH)funding.The funding is available to continuums of care,counties,and cities with populations over 300,000. Staff recommends approval of the second amendment to the agreement with Poverello which will extend homeless family navigation services through June 30,2024.This six-month extension will be funding by HHAP Round 2 and will ensure homeless family services are continued until Planning and Development Department staff are able to release an RFP to solicit proposals for HHAP-funded services beginning July 1,2024.This second amendment also includes updated performance outcomes outlined in the amended scope of work which update the contract goals to align with the current regional system performance goals identified by the HHAP funding program. ENVIRONMENTAL FINDINGS This item is not a project as defined by the California Environmental Quality Act. LOCAL PREFERENCE Local preference is not applicable because of the use of state funds. FISCAL IMPACT This amendment would be funded through the City’s HHAP allocations. Attachments: 1.Second Amendment to the Agreement with Poverello House - Homeless Family Services 2.First Amendment to the Agreement with Poverello House - Homeless Family Services 3.Agreement with Poverello House - Homeless Family Services City of Fresno Printed on 12/22/2023Page 2 of 2 powered by Legistar™ SECOND AMENDMENT TO AGREEMENT THIS SECOND AMENDMENT TO AGREEMENT (Amendment) is made and effective upon execution by both parties on ___________________ (the Effective Date), by and between the City of Fresno, a municipal corporation (City), and Poverello House, a California non-profit Corporation (Consultant). RECITALS WHEREAS, City and Consultant entered into an Agreement, dated September 1, 2019 (Agreement), for professional HOMELESS FAMILY SERVICES (Project) funded through the HOMELESS EMERGENCY AID PROGRAM (HEAP) for a total fee of $118,463.50; and WHEREAS, City and Consultant entered into a First Amendment to the Agreement on July 1, 2021 to extend the contract term to December 31, 2023 and increase funding by $148,078.37 using Homeless Housing, Assistance, and Prevention (HHAP) program funds for a total award of $266,541.87, and WHEREAS, City and Consultant desire to enter into a Second Amendment to the Agreement to extend the contract term to June 30, 2024 and to increase the compensation for Project by $31,680.00 using HHAP program funds for a total award of $298,221.87. AGREEMENT NOW, THEREFORE, in consideration of the above recitals, which recitals are contractual in nature, the mutual premises herein contained, and for other good and valuable consideration hereby acknowledged, the parties agree that the Agreement shall be amended as follows: 1. The term of the Agreement shall be extended to June 30, 2024. 2. The Consultant’s sole compensation for satisfactory performance of all services required or rendered pursuant to the Agreement shall be increased by $31,680.00 and shall be paid using HHAP funds for a total fee of $298,221.87. 3. Exhibit A is deleted in its entirety and shall be replaced with the “Revised Exhibit A” attached hereto to reflect the changes in Scope of Work and Budget. 4. In the event of any conflict between the body of this Amendment and the Agreement, the terms, and conditions of the body of this Amendment shall control and take precedence over the terms and conditions expressed within the Agreement. Furthermore, any terms or conditions contained within the Agreement which purport to modify the allocation of risk between the parties, provided for within the body of this Amendment, shall be null and void. [Signatures follow on the next page.] IN WITNESS WHEREOF, the Parties have executed this Amendment at Fresno, California, the day, and year first above written. CITY OF FRESNO, a California municipal corporation By: Georgeanne A. White Date City Manager APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Jennifer M. Wharton Date Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk By: Date Deputy Poverello House, a California non-profit corporation By: Name: Title: (If corporation or LLC., Board Chair, Pres. or Vice Pres.) By: Name: Title: (If corporation or LLC., CFO., Treasurer, Secretary or Assistant Secretary) Addresses: CITY: CONSULTANT: City of Fresno, Planning and Development, POVERELLO HOUSE Housing and Community Development Attention: Sara Mirhadi Attention: Joe Pasillas, Housing and Chief Programs Officer Neighborhood Revitalization Manager 412 F Street 2600 Fresno Street, CH3N 3065 Fresno, CA 93706 Fresno, CA 93721 Phone: (559) 498-6988 Phone: (559) 621-8053 Attachments: 1. Revised Exhibit A – Scope of Services and Budget REVISED EXHIBIT A SCOPE OF SERVICES & BUDGET Service Agreement between City of Fresno and Poverello House Homeless Family Services Project Description The purpose of this program is for our family navigator to provide navigation services to families experiencing homelessness using the prioritization protocols and procedures established in the community’s homeless response system. The program will provide a case manager that is dedicated to assisting families with obtaining basic documentation and linking them to supportive services and housing programs. Below is an outline of the program: x Referrals will be accepted through the Coordinated Entry System (CES), agency referrals, law enforcement, self-referrals, other community programs, hospitals, FMCoC partners, and MAP Point sites located in the City of Fresno. x The family case manager will administer a screening tool to identify immediate emergency needs, such as medical attention, mental health, housing and shelter. x During the initial screening process, diversion strategies will be implemented in alignment with the community’s homeless system policies. Diversion includes utilizing the client’s existing resources, such as family reunification, and linkages to friends and safe sleeping environments if appropriate. Clients will also be referred to homelessness prevention and diversion programs in the community. x If Diversion has been exhausted or is inappropriate, the family case manager will address the family’s immediate needs by linking them to community triage centers and shelters. x Short term motel stays will be offered if triage centers and emergency shelters are at capacity. x Client data will be entered into the Homeless Information Management System (HMIS). x The family case manager will work with the client to develop a navigation action plan to link them to potential supportive services and housing. The family navigator will utilize tools such as the VI-SPDAT or comparable assessment tool approved by the FMCoC and the By-name list to link families to resources in the community. x The family case manager will have weekly meetings with the family to implement a supportive service plan and housing goals. x The family case manager will provide transportation for essential services, documentation collection, and other supportive services. x The family case manager will also work with the client on increasing income and identifying any barriers to housing. x Once a housing plan is set, and the basic documentation is secured, a match form will be submitted to the community housing matcher. x Once the match form has been submitted, and a housing program has been identified and accepted, or a move-in date has been established, the client will be referred to bridge housing. x The family case manager will meet with bridge housing staff to complete the transition, and to ensure that the established housing plan is followed through. The case manager will continue to follow up with the client to ensure that the housing goals are met. x Once housed the family case manager will follow up with the client at least once a month to ensure that the client maintains housing stability for 90 days. Services to be Provided The program will provide family case management services to help prevent families from becoming homeless and to connect families experiencing homelessness with housing. The family case manager will receive referrals from CES, the HOPE Outreach team, Fresno Police Department Homeless Taskforce, Multi-Agency Access Program (Map Point), and other social services agencies. The Navigator will be responsible for obtaining basic documentation for the client, securing shelter, and navigating the client through the Coordinated Entry System. Client data will be collected and entered into HMIS promptly, within three (3) business days. The case manager will assist in securing transportation for essential services and appointments by using Poverello House vehicles or providing bus tokens to the client. If necessary, Poverello House will provide families with emergency food and/or food gift cards. Basic hygiene items will also be made available. If shelters are at capacity or are unable to accommodate a family household, the case manager will provide short-term motel assistance or link the client to motel voucher resources in the community, such as CalWORKs Housing Assistance. Once housing has been identified either through self-resolving or being matched to a housing program, the case manager will assist in identifying potential housing units. After the client is housed, the case manager will meet with the client on a monthly basis for six months to monitor the client’s progress and provide linkage to supportive services and community resources as needed. If necessary, the case manager will link the client to Fresno County Office of Education Project Access and other supportive services through the Fresno County Departments of Social Services and Behavioral Health. Services will be provided in a culturally, ethically, and linguistically relevant manner. The family case manager will be bilingual in Spanish, and translation services will be provided if necessary. A case plan for services for the client will be developed through the initial intake process. These services may include linkages to health care, mental health services, supportive services, substance use programs, child care, legal assistance, emergency shelter, diversion services, and housing programs. Target Populations The target population for these services is families experiencing homelessness including families at immediate risk of homelessness. Priority will be given to families that are on the Fresno Madera Continuum of Care By-name list and families who are chronically homeless. Poverello House will accept referrals from CES, the HOPE Outreach team, Fresno Police Department Homeless Taskforce, Multi-Agency Access Program (Map Point), and other social services agencies. Program Outcomes The goal of the program is to serve 100 individuals over a six-month period. 80% of those served will be unique clients. The proposed number served is based on the average family household size of four. Approximately 5 families per month will be served in the program. The goal of the program is to navigate families into housing within 90 days. Performance Measurements x The program will serve a minimum of 100 clients from January 1, 2024 through June 30, 2024 x 64% of clients exiting the program will achieve safe exits as measured in HMIS, including all positive temporary exit destinations except for places not meant for human habitation, or instances where client exit destination was not identified. x 40% of those exiting will exit to permanent housing destinations, as measured in HMIS. x Clients will have an average length of 90 days of participation in the program. x 82% of those exiting to permanent housing will do so within 90 days of program entry. x 80% of clients that exited to permanent housing will remain housed after 6 months. Reporting x The program will provide a cumulative program performance report on a quarterly basis, beginning April 1, 2024. x The program will provide a bi-annual report on client housing stability, reflecting whether clients that exited to permanent housing remain housed after 6 months. Data may be drawn from HMIS or collected from the clients directly. Meetings Consultant shall meet with City not less than quarterly to discuss the status of the management, operation, and service coordination of the Project (Meetings). It is agreed that Meetings may be conducted via a digital platform, unless otherwise requested by City. Upon the request of the City and upon reasonable advance written notice, Consultant shall arrange to meet City and or City’s Representative at an agreed upon location. Family Services Budget 6-Month Contract Period: 1/1/2024 – 6/30/2024 Budget Category Total Personnel Salaries $ 21,840.00 Benefits @ 20% $ 4,368.00 Taxes @ 8.65% $ 1,889.16 Total Personnel $ 28,097.16 Services & Supplies Travel Costs $ 982.50 Program Supplies $ 1,091.77 Total Non-Personnel $ 2,074.27 Direct Costs $ 30,171.43 Indirect Costs @ 5% $ 1,508.57 Grand Total $ 31,680.00 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1758 Agenda Date:12/7/2023 Agenda #:1.-P. REPORT TO THE CITY COUNCIL FROM:JENNIFER K. CLARK, AICP, Director Planning and Development Department BY:MELISSA J. ALMAGUER, Parking Division Manager Planning and Development Department SUBJECT ***RESOLUTION - Adopting the 581st amendment to the Master Fee Schedule No. 80- 420 to increase event parking fees under the Planning and Development Section (Subject to Mayor’s Veto) RECOMMENDATION Staff recommends the Council approve the resolution increasing the maximum event parking rate from twenty-five dollars to fifty dollars. EXECUTIVE SUMMARY Article 14 of the Fresno Municipal Code allows for the parking meter fees charged for on-street and off-street parking to be designated in the Master Fee Resolution. BACKGROUND On January 16, 2020, the 554th Amendment to the Master Fee Resolution was passed which set the maximum event parking rates charged for on-street and off-street parking at twenty-five dollars. Pursuant to the 2018 Amended and Restated Stadium Sublease Agreement concerning Chukchansi Park, the tenant, the owner of the Fresno Grizzlies, shall have the right to establish parking rates for designated City Spaces during Tenant Sponsored Events, as defined by the Sublease. The current Master Fee Resolution has the maximum allowable event parking rate set at twenty-five dollars which was consistent with event rates at the time of adoption. Since adoption non-baseball event parking rates have increased. Matching the non-baseball event parking rates will provide flexibility to the City and reduce parking impacts to surrounding businesses. ENVIRONMENTAL FINDINGS By the definition in California Environmental Quality Act (CEQA) Guidelines § 15378, this is not a “project.” City of Fresno Printed on 12/22/2023Page 1 of 2 powered by Legistar™ 12/07/2023 MA/AP 6-0 GB ABSENT R. 2023-309 File #:ID 23-1758 Agenda Date:12/7/2023 Agenda #:1.-P. LOCAL PREFERENCE Local preference was not considered because this resolution does not include a bid or award of a construction or services contract. FISCAL IMPACT There is no increased cost to the City for this change. Attachments: Resolution City of Fresno Printed on 12/22/2023Page 2 of 2 powered by Legistar™ 1 of 2 Date Adopted: Date Approved: Effective Date: City Attorney Approval: ______ Resolution No. RESOLUTION NO. ____________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO ADOPTING THE 581st AMENDMENT TO THE MASTER FEE SCHEDULE RESOLUTION NO. 80-420 TO INCREASE EVENT PARKING FEES UNDER THE PLANNING AND DEVELOPMENT SECTION BE IT RESOLVED by the Council of the City of Fresno as follows: THAT the Master Fee Schedule Resolution No. 80-420 be and is hereby amended to increase Event Parking fees under the Planning and Development section, to reflect parking rates allowed pursuant to event related agreements. The revised pages of the Master Fee Schedule are attached as Exhibit “A” and are hereby incorporated by reference and made a part of this Resolution. THAT the fees adjusted by this RESOLUTION shall become effective upon approval, unless otherwise noted on the revised pages of the Master Fee Schedule. 2 of 2 * * * * * * * * * * * * * * STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing resolution was adopted by the Council of the City of Fresno, at a regular meeting held on the day of , 2023. AYES: NOES: ABSENT: ABSTAIN: Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Veto: , 2023 TODD STERMER, CMC City Clerk By: Deputy Date APPROVED AS TO FORM: ANDREW JANZ City Attorney By: __________________________ Jennifer M. Quintanilla Date Senior Deputy City Attorney Attachment: 581st Master Fee Schedule Exhibit A EXHIBIT A CITY OF FRESNO MASTER FEE SCHEDULE PARKING FEES Fee Description & Unit/Time Current Amnd City Department Sponsored Permits 554 Annual Permits for City vendors, board, and committee members 240.00 City Hall North Lot / per day 5.00 Promenade Lot / per day 2.00 Promenade Lot Daily Rate 5.00 554 Validation Tickets Bulk purchase only by business owners with valid business license issued by the City of Fresno Registered Businesses w/Business Tax ID, or Governmental Agencies First hour/per ticket 1.50 480 Any other hour/per ticket 0.50 Short Term Daily Rates 560 in Garages and Lots - Non-Event Days (Congo Alley Garage 4, Spiral Garage 7 & Merced Garage 9) First house 0-60 minutes Free Underground Garage 8 & Convention Center Garage First hour 0-60 minutes 3.00 Each additional hour 0-60 minutes 1.00 Maximum per day 9.00 9.00 Validation Tickets Bulk purchase only by business owners with valid Business Tax ID, or Governmental Agencies Per ticket 0.50 Event Parking*546 Weekday event for vehicles exiting before 6pm 5.00 Convention Center Garage Special Event Rate / per vehicle $10.00 - $25.00 - $50.00 554 581 Garages 4, 7 & 8 Special Event Rate / per vehicle $7.00 - $25.00 - $50.00 581 Parking Meters**$7.00 - $25.00 - $50.00 581 * Rate may vary based on City and event related agreements. ** Certain parking meters near off-street parking facilities may be configured to allow for flat-rate parking during events. PLANNING & DEVELOPMENT FEES Exit without permit / ticket All fees effective 07/01/2023 unless otherwise noted MFS Amendment #575 (February 2023) 11/22/2023 11:14 AM Page 133 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1521 Agenda Date:12/7/2023 Agenda #: 1.-Q. REPORT TO THE CITY COUNCIL FROM:RANDALL W. MORRISON, PE, Director Capital Projects Department AARON A. AGUIRRE, Director Parks, After School, Recreation, and Community Services Department BY:FRANCISCO V. MAGOS II, PE, Assistant Director Capital Projects Department, Utilities and On-Site Project Management Division HARLAVPREET S. BRAR, Licensed Professional Engineer Capital Projects Department, Utilities and On-Site Project Management Division SUBJECT Actions pertaining to Dickey Parking Lot Security Gate Project (Bid File 12301721) (Council District 3): 1. Adopt a finding of Categorical Exemption per staff’s determination, pursuant to Section 15301 of the California Environmental Quality Act (CEQA) Guidelines 2. ***RESOLUTION - Adopting the 19 th Amendment of the Annual Appropriation Resolution (AAR) No. 2023-185 appropriating $322,000 for construction of the Parking Lot Security Gate Project at the Dickey Youth Community Center (Requires 5 Affirmative Votes) (Subject to Mayor’s Veto) 3. Award a construction contract in the amount of $332,098 to Alliance Construction Solutions, Inc. of Madera, California, as the lowest responsive and responsible bidder for Dickey Parking Lot Security Gate Project RECOMMENDATIONS Staff recommends that the City Council (1) adopt a finding of Categorical Exemption per Staff determination, pursuant to Section 15301 of the California Environmental Quality Act (CEQA) Guidelines, (2) adopt the 19 th Amendment to the Annual Appropriation Resolution (AAR) No. 2023- 185 and (3) award a construction contract to Alliance Construction Solutions, Inc. of Madera, California, in the amount of $332,098 as the lowest responsive and responsible bidder, and authorize the Capital Projects Director or designee to sign the construction contract on behalf of the City. EXECUTIVE SUMMARY The City of Fresno Parks, After School, Recreation and Community Services Department (PARCS) proposes to improve security measures for the Dickey Youth Community Center. Staff recommends City of Fresno Printed on 12/22/2023Page 1 of 3 powered by Legistar™ 12/07/2023 GB/NE 7-0 R. 2023-310 APPROVED ON CONSENT File #:ID 23-1521 Agenda Date:12/7/2023 Agenda #: 1.-Q. proposes to improve security measures for the Dickey Youth Community Center.Staff recommends Council approval of the 19th Amendment to the AAR to facilitate construction management costs and award of the construction contract in the amount of $332,098 to Alliance Construction Solutions,Inc. The construction contract will be funded using Fiscal Year (FY)2024 appropriations from Measure-P Expenditure Category 1. BACKGROUND Dickey Youth Community Center (Center)is located on the northeast corner of Divisadero Street and Glenn Avenue.The project design was initiated through a consultant agreement with Borrelli and Associates on February 25,2022,using FY 2022 Measure P Expenditure Category 1 Funds.The purpose of the project is to beautify and enhance the security measures at the Community Center by installing a pedestrian and vehicle gate.In an effort to improve the overall aesthetic and security of the facility,staff will also complete lighting improvements and landscaping enhancements.The vehicle gate shall remain open during the regular business hours and will offer a secure entry point for vehicles. The pedestrian gate shall have keyed access for all employees working at the Center. Of the $444,800 allocated in FY 2023 to the project,only $121,900 in funding was carried over and appropriated in the FY 2024 budget.Staff recommends the approval of the 19th Amendment to the AAR No.2023-185 to appropriate an additional $322,000,for a total allocation of $443,900,to fund the construction contract and construction management costs. The Notice Inviting Bids was advertised and published in the Business Journal and PlanetBids on August 2,2023,and posted on the City’s website.Four building exchanges received the Notice Inviting Bids.The specifications were distributed to 28 perspective bidders.Two sealed bid proposals were received and opened in a public bid opening on September 19,2023,with bids ranging from $332,098 to $337,979.The bid in the amount of $337,979 was deemed non-responsive during the bid evaluation due to required documents not being provided. Staff recommends Council award a construction contract to Alliance Construction Solutions,Inc.of Madera,California,in the amount of $332,098,to construct the Dickey Parking Lot Security Gate project,as the lowest responsive and responsible bidder,and authorize the Capital Projects Director or designee to sign and execute the standardized contract on behalf of the City of Fresno. The Community Workforce Agreement (PLA),adopted by Council in September 2021,does not apply to this contract because the engineer’s estimate for this project was less than $1 million,pursuant to the terms of the PLA. The City Attorney’s Office has reviewed and approved this item as to form. ENVIRONMENTAL FINDINGS Staff performed a preliminary environmental assessment of this project and determined that it falls within the Categorical Exemption set forth in CEQA guidelines,Section(s)15301 because the project includes minor alterations to an existing facility. LOCAL PREFERENCE City of Fresno Printed on 12/22/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1521 Agenda Date:12/7/2023 Agenda #: 1.-Q. No local business,as defined by the Fresno Municipal Code,bid on the construction contract for the project. FISCAL IMPACT Dickey Parking Lot Security Gate Project is in Council District 3.The project is funded through Measure-P Expenditure Category 1.Adoption of the attached 19th Amendment to the AAR will appropriate funds that were forecasted to be expended or encumbered in FY 2023 and will have no net additional impact to Measure P or General Funds. Attachment(s): Environmental Assessment Bid Evaluation Fiscal Impact Statement Annual Appropriation Resolution Standardized Contract Vicinity Map Location Map City of Fresno Printed on 12/22/2023Page 3 of 3 powered by Legistar™ CITY OF FRESNO CATEGORICAL EXEMPTION ENVIRONMENTAL ASSESSMENT PC00256 THE PROJECT DESCRIBED HEREIN IS DETERMINED TO BE CATEGORICALLY EXEMPT FROM THE PREPARATION OF ENVIRONMENTAL DOCUMENTS PURSUANT TO ARTICLE 19 OF THE STATE CEQA GUIDELINES. APPLICANT: City of Fresno Capital Projects Department 2600 Fresno Street, Fresno, CA 93721 PROJECT LOCATION: The proposed project is located on the northeast corner of Divisadero Street and Glenn Avenue. (Council District 3) PROJECT DESCRIPTION: The proposed project includes enhancement of the security measures while maintaining convenience and accessibility by enclosing an existing parking lot fence, installing a pedestrian and vehicle gate. This project is exempt under Section(s) 15301/Class1 of the State of California CEQA Guidelines. None of the exceptions to Categorical Exemptions set forth in the CEQA Guidelines, Section 15300.2 apply to this project. EXPLANATION: Class 1 exemption, for projects pertaining to the operation repair, maintenance, permitting, leasing, licensing or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use beyond that existing at the time of the lead agency’s determination. The project site presently comprises approximately 248 linear feet of a 6-foot fence and 40 feet of a 3-foot fence. The proposed work at the project site entails the removal of all existing 3-foot tall fence and installation of approximately sixty-five (65) feet of new 6-foot tall fence to enclose an area of approximately 11,500 square feet in front of the building. A new electrically operated vehicle gate shall be installed on the drive-way approach. It shall remain open during the regular working hours of the building, with the option for employees to remotely control the gate’s opening. Additionally, a separate pedestrian gate shall be installed alongside the vehicle gate, providing keyed access for employees only. The project includes enhancements to the electrical infrastructure, encompassing the installation of pull boxes, conduits, photoelectric sensors, electric enclosures, and more to facilitate the transmission of power from the building to the vehicle gate. Based on the evaluation of the project components in relation to the CEQA categorical exemptions, it is determined that the proposed project qualifies for exemption from CEQA review. The enclosure of an existing fence, installation of pedestrian and vehicle gate falls within the criteria of Class 1 (Section 15301) and none of the exceptions to Categorical Exemptions set forth in the CEQA guidelines Section 15300.2 apply to this project. Therefore, a categorical exemption, as noted above, has been prepared for the project. No adverse environmental impacts will occur as a result of the proposed project. Date: September 20, 2023 Prepared By: Harlavpreet Brar Licensed Professional Engineer Submitted By: Harlavpreet S. Brar City of Fresno Capital Projects Department (559) 621-8616 FISCAL IMPACT STATEMENT PROGRAM: PC00256 DICKEY PARKING LOT SECURITY GATE TOTAL OR ANNUALIZED RECOMMENDATION CURRENT COST Direct Cost $ 332,098.00 Indirect Cost $ 177,811.00 TOTAL COST $ 509,909.00 Additional Revenue or Savings Generated Net City Cost $ 509,909.00 Amount Budgeted (If none budgeted, identify source) $ 121,900.00 SUMMARY OF INDIRECT COSTS Preliminary Engineering $ 68,311.00 Construction Engineering $ 69,500.00 Contingency $ 40,000.00 Net Indirect Cost $ 177,811.00 Dickey Parking Lot Security Gate Project is in Council District 3. The project is funded through Measure-P Expenditure Category 1. Adoption of the attached 19th Amendment to the AAR will appropriate funds that were forecasted to be expended or encumbered in FY 2023 and will have no net additional impact to Measure P or General Funds. Date Adopted: 1 of 2 Date Approved: Effective Date: Resolution No. RESOLUTION NO. ___________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO ADOPTING THE 19th AMENDMENT TO THE ANNUAL APPROPRIATION RESOLUTION NO. 2023-185 APPROPRIATING $322,000 FOR CONSTRUCTION OF THE PARKING LOT SECURITY GATE PROJECT AT THE DICKEY YOUTH COMMUNITY CENTER BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FRESNO: THAT PART III of the Annual Appropriation Resolution No. 2023-185 be and is hereby amended as follows: Increase/(Decrease) TO: PARKS, AFTER SCHOOL, RECREATION & COMMUNITY SERVICES DEPARTMENT Meas P Existing Park Cap-O&M $ 322,000 THAT account titles and numbers requiring adjustment by this Resolution are as follows: Meas P Existing Park Cap-O&M Revenues: Account String: 2700-2701-9999-000-430101-17-4-0000-0000- $ 322,000 Total Revenues $ 322,000 Appropriations: Account String: 2700-2701-9999-000-757301-17-4-0000-0000- $ 322,000 Project String: 179900116-DYDC HN23-IMPROVE-2701NONPER Total Appropriations $ 322,000 THAT the purpose is to appropriate $322,000 for the construction phase of the Parking Lot Security Gate Project at the Dickey Youth Community Center. 2 of 2 CLERK’S CERTIFICATION STATE OF CALIFORNIA} COUNTY OF FRESNO } ss. CITY OF FRESNO } I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing Resolution was adopted by the Council of the City of Fresno, California, at a regular meeting thereof, held on the Day of , 2023 AYES: NOES: ABSENT: ABSTAIN: Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Veto: , 2023 TODD STERMER, CMC City Clerk BY: ____________________________ Deputy A231023 2023-06 DPWNoFedDivI 1.20 Rev. 06.23 SAMPLE CONTRACT CITY OF FRESNO, CALIFORNIA PUBLIC WORK OF IMPROVEMENT THIS CONTRACT is made and entered into by and between CITY OF FRESNO, a California municipal corporation (City), and [Contractor Name], [Legal Identity] (Contractor) as follows: 1. Contract Documents. The “Notice Inviting Bids,” “Instructions to Bidders,” “Bid Proposal,” and the “Specifications” including “General Conditions,” “Special Conditions,” and “Technical Specifications” for the following: [Title] (Bid File No. [Bid File No.]) [Alternates (if any)] copies of which are annexed hereto, together with all the drawings, plans, and documents specifically referred to in said annexed documents, including Performance and Payment Bonds, if required, and are hereby incorporated into and made a part of this Contract, and shall be known as the Contract Documents. 2. Price and Work. For the monetary consideration of [Written Dollar Amount] dollars and [Written Cents Amount] cents ($[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. The City accepts the 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: A231023 2023-06 DPWNoFedDivI 1.21 Rev. 06.23 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. 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: TODD STERMER, CMC City Clerk By: Deputy No signature of City Attorney required. Standard Document # 2022-11 DPW- SFormalBidContract-PublicWorkofImprovement 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] 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 Ted Wills Community Center N 0 1.5 30.75 Miles Project ID: PC00254-TEDCWCouncil District: 3 Ted C. Wills Soccer Field770 N. San Pablo Ave VICINITY MAP DEPARTMENT OFPUBLIC WORKS District 3 City_Limits E Swift AveE Swift Ave E Holland AveE Holland Ave N Blackstone AveN Blackstone AveCopyright nearmap 2015 4343 N. Blackstone Ave, Fresno, CA Project ID: CTWD0276 Council District: 4 LOCATION MAPN 0 60 12030 Feet DEPARTMENT OFPUBLIC WORKS Exhibit ASenior Center Senior Center Legend City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1702 Agenda Date:12/7/2023 Agenda #: 1.-R. REPORT TO THE CITY COUNCIL FROM:RANDALL W. MORRISON, PE, Director Capital Projects Department SCOTT L. MOZIER, PE, Director Public Works Department BY:WILLIAM C. HERR, Assistant Director Capital Projects Department, Construction Management Division BRADLEY OBERG, Chief Engineering Inspector Capital Projects Department, Construction Management Division SUBJECT Approve a substitution of a listed subcontractor Avila Traffic Safety, for the Midtown Trail Segment 1 (Phase I) Project (Council District 7) RECOMMENDATION It is recommended that the City Council approve the request from Bush Engineering Inc. (Bush), to substitute Avila Traffic Safety (Avila) and utilize KRC Safety Co. (KRC), for the traffic control portion of project Midtown Trail Segment 1 (Phase I) Project. EXECUTIVE SUMMARY The Midtown Trail Segment 1 (Phase I) Project general contractor, Bush, has requested to substitute Avila, who is listed in the bid documents as performing the traffic control portion of the project. In accordance with the bid documents, Bush listed Avila for traffic control because the work exceeds one-half of one percent of the total contract amount. Bush notified the City, by letter dated August 31, 2023, that their subcontractor, Avila, is unable or unwilling to further perform the traffic control portion of this project. Bush is asking that they be allowed to use KRC, to perform traffic control. This action requires Council approval because Public Contract Code section 4107 requires consent of the awarding authority to a request by a prime contractor for a substitution of a subcontractor. BACKGROUND On July 21, 2022, a contract was awarded in the amount of $1,342,148 to Bush, for the Midtown Trail City of Fresno Printed on 12/22/2023Page 1 of 3 powered by Legistar™ 12/07/2023 GB/NE 7-0 APPROVED ON CONSENT File #:ID 23-1702 Agenda Date:12/7/2023 Agenda #: 1.-R. On July 21,2022,a contract was awarded in the amount of $1,342,148 to Bush,for the Midtown Trail Segment 1 (Phase I) Project; the Notice to Proceed was issued with a start date of January 3, 2023. In the original proposal,Avila was listed as the subcontractor for the traffic control portion of the contract.On August 31,2023,Bush provided the City with a written request to substitute the listed subcontractor,since the listed subcontractor fails or refuses to perform his or her subcontract under Public Contract Code section 4107(a)(3). In accordance with section 4107 of the Public Contract Code,a Prime Contractor may substitute a listed subcontractor,with the consent of the awarding authority,when the listed subcontractor fails or refuses to perform his or her subcontract as set forth in section 4107. The Subletting and Subcontracting Fair Practice Act requires the Prime Contractor to secure the permission of the awarding agency before substituting a non-listed subcontractor for a listed subcontractor in order to protect the public and subcontractors from bid shopping and bid peddling.( Southern California Acoustics Co., Inc. v. C.V. Holder, Inc.(1969), 71 Cal.2d 719,726) Bush has requested that they be allowed to substitute KRC to perform the traffic control portion of the contract,in place of Avila,by letter dated August 31,2023.Section 4107 of the Public Contract Code allows the prime contractor to substitute listed subcontractors with prior consent from the awarding authority. In accordance with provisions of the Public Contract Code,the City notified Avila,at its last known address,of the proposed substitution by certified mail on September 26,2023,which was delivered to and signed for by an agent for Avila on September 29, 2023. The City Attorney’s Office finds the proposed substitution of subcontractor to be legal and proper if Council consents to the substitution.In accordance with section 4107,the failure to file these written objections within five working days of receipt of that notification ending at 5 p.m.on October 6,2023, constitutes the listed subcontractor’s consent to the substitution.The City has not received an objection in accordance with Public Contract Code 4107. The replacement of the subcontractor for the traffic control on the contract will not increase the cost of the project. There is a Disadvantaged Business Enterprise goal in this project.KRC is a certified DBE contractor and this substitution will not affect that goal. ENVIRONMENTAL FINDINGS This is an administrative action, and no changes are being made to the original scope. LOCAL PREFERENCE Local preference does not apply as this is an administrative action and not an award. City of Fresno Printed on 12/22/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1702 Agenda Date:12/7/2023 Agenda #: 1.-R. FISCAL IMPACT There will be no impact to the General Fund or the project budget by this substitution.The project is located within Council District 7. Attachment: Contractor’s Request for Substitution Letter Vicinity Map City of Fresno Printed on 12/22/2023Page 3 of 3 powered by Legistar™ 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 MIDTOWN TRAIL SEGMENT 1 (PHASE I) PROJECT N 01.530.75 Miles DEPARTMENT OF PUBLIC WORKS VICINITY MAP Project ID: PW00774 Council District: 7 Midtown Trail Segment 1 (Phase I) Project City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1709 Agenda Date:12/7/2023 Agenda #: 1.-S. REPORT TO THE CITY COUNCIL FROM:RANDALL W. MORRISON, PE, Director Capital Projects Department SCOTT L. MOZIER, PE, Director Public Works Department BY:JESUS AVITIA, PE, Assistant Director Capital Projects Department, Transportation Project Management Division GARINE KENDOYAN, Engineer II Capital Projects Department, Transportation Project Management Division SUBJECT Award a construction contract in the amount of $5,296,359 to Avison Construction, Inc of Madera, California for the Chinatown Sustainable Transportation Infrastructure Project 1 and Chinatown Urban Greening Project 6 - Bid File No. 12302719 (Council District 3). RECOMMENDATION Staff recommends that the City Council award a construction contract with Avison Construction, Inc. of Madera, California in the amount of $5,296,359 as the lowest responsive and responsible bidder and authorize the Capital Projects Director or designee to sign the contract on behalf of the City of Fresno. EXECUTIVE SUMMARY As part of the approved Master Grant Agreement for the Transformative Climate Communities (TCC) grant program with the Strategic Growth Council (SGC) for development and implementation of greenhouse gas emissions reduction projects in the amount of $66,500,000, the City of Fresno Public Works Department is implementing the Chinatown Sustainable Transportation Infrastructure (Project 1) and Chinatown Urban Greening (Project 6) projects. The projects will bring improvements to Chinatown by installing streetlights, planting trees, reconstructing curb ramps, filling in sidewalk gaps and reconstructing China Alley from Tulare Street to Ventura Street. These improvements will be constructed along F Street, Mariposa Street, Kern Street and China Alley. Both Project 1 and Project 6 are fully funded under the TCC grant program. BACKGROUND City of Fresno Printed on 12/22/2023Page 1 of 3 powered by Legistar™ 12/07/2023 GB/NE 7-0 APPROVED ON CONSENT File #:ID 23-1709 Agenda Date:12/7/2023 Agenda #: 1.-S. The TCC grant program was established by Assembly Bill (AB)2722 and is administered by the SGC using Cap-and-Trade funds for the development and implementation of neighborhood-level transformative climate community plans that include multiple,coordinated greenhouse gas emissions reduction projects that provide local economic,environmental,and health benefits to disadvantaged communities.The TCC grant program takes a place-based approach that commits applicants to the achievement of economic,environmental,and public health benefits in a specific community through the deployment of integrated climate strategies that combine greenhouse gas reduction activities to achieve multiple community benefits and drive innovation.The City has been awarded grant funds of $66,500,000 from the TCC grant program to fund the development and implementation of neighborhood-level coordinated greenhouse gas emissions reduction projects that provide local economic, environmental and health benefits to disadvantaged communities. The submittal for the grant funds,named the Transform Fresno Plan,includes coordination with several Partners to deliver a variety of California Climate Investment projects.On February 28,2019, the City Council approved the Master Grant Agreement with SGC for development and implementation of greenhouse gas emissions reduction projects in the amount of $66,500,000.On July 25,2019,the City Council approved a Sub-Recipient Agreement with the City’s Public Works Department for TCC Project 1 in the amount of $977,902 and Project 6 in the amount of $6,965,696 and approved Resolution No.2019-153 amending the Annual Appropriation Resolution (AAR)No. 2019-133. In April 2020,City Council approved an agreement with DeWalt Corporation of Bakersfield,California for the preparation of plans,cost estimates,and general construction documents for Projects 1 and 6. The design was completed on July 7, 2023. The Notice Inviting Bids was published in the Business Journal on July 17,2023,and posted on the City’s website.Two sealed bid proposals were received and opened in the public bid opening on October 17,2023,with bids ranging from $5,296,359 to $6,241,144.Avison Construction,Inc.of Madera,California is deemed the lowest responsive and responsible bidder.The bids will expire 64 days after the bid opening,on December 20,2023.If the bids are rejected or expire,the project will be rebid resulting in a delay of approximately 3 months. This contract is covered by the TCC Project Labor Agreement (PLA),which applies to all TCC grant funded projects.The Contractor shall become signatory to the PLA by executing the Letter of Assent with the PLA. Staff is recommending the award of a construction contract for the Chinatown Sustainable Transportation Infrastructure Project 1 and Chinatown Urban Greening Project 6 to Avison Construction,Inc.of Madera,California in the amount of $5,296,359,as the lowest responsive and responsible bidder;and to authorize the Capital Projects Director or designee to sign and execute the standardized contract on behalf of the City of Fresno. The City Attorney’s Office has reviewed and approved the award of this construction contract as to form. City of Fresno Printed on 12/22/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1709 Agenda Date:12/7/2023 Agenda #: 1.-S. ENVIRONMENTAL FINDINGS This project was determined to be Categorically Exempt under Section 15301/Class 1,15302/Class 2,and 15304(B)/Class 4 of the California Environmental Quality Act (CEQA)Guidelines,which was adopted by City Council on July 25, 2019. LOCAL PREFERENCE Local preference was not implemented because of the TCC Grant Funding. FISCAL IMPACT Chinatown Sustainable Transportation Infrastructure Project 1 and Chinatown Urban Greening Project 6 are located in Council District 3.The overall cost of Project 1 is $1,625,727 and of Project 6 is $5,575,527 and both are funded by the TCC Grant.Of the overall budget of the project,$1,136,704 will be used for the construction contract award for Project 1 and $4,159,655 for Project 6.All funds required for the contract award are included in the current fiscal year budget,as previously adopted by the Council and the project will have no impact to the General Fund. Attachment(s): Bid Evaluation Fiscal Impact Statement Standardized Contract Vicinity Map City of Fresno Printed on 12/22/2023Page 3 of 3 powered by Legistar™ FISCAL IMPACT STATEMENT PROGRAM: PW00845: Chinatown Sustainable Transportation Infrastructure Project 1 PW00844: Chinatown Urban Greening Project 6 RECOMMENDATION PW00845 PW00844 Direct Cost $ 1,136,704 $ 4,159,655 Indirect Cost $ 489,023 $ 1,415,872 TOTAL COST $ 1,625,727 $ 5,575,527 Additional Revenue or Savings Generated Net City Cost $ 1,625,727 $ 5,575,527 Amount Budgeted (If none budgeted, identify source) $ 1,196,804 $ 4,965,900 Indirect cost consists of the following: PW00845 PW00844 Preliminary Engineering $ 49,118 $ 252,208 Construction Engineering $ 153,900 $ 211,300 Construction Equipment $ 172,335 $ 536,398 Contingency $ 113,670 $ 415,966 Total $ 489,023 $ 1,415,872 Both, Chinatown Sustainable Transportation Infrastructure Project 1 and Chinatown Urban Greening Projects 6 are located in Council District 3. Both projects are grant funded by Transformative Climate Communities (TCC) grant. DPW-S Formal Bid Contract – Public Work Improvement (11-2022) A230309 DPWTCCPLADivIrev02.23 1.20 rev. 02.23 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 (City), and [Contractor Name], [Legal Identity] (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: DPW-S Formal Bid Contract – Public Work Improvement (11-2022) A230309 DPWTCCPLADivIrev02.23 1.21 rev. 02.23 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. 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: TODD STERMER, CMC City Clerk By: Deputy No signature of City Attorney required. Standard Document DPW-S Formal Bid Contract – Public Work Improvement (11- 2022) 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] 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 Chinatown Sustainable Transportation InfrastructureProject 1 and Chinatown Urban Greening Project 6 N 0 1.5 30.75 Miles DEPARTMENT OFPUBLIC WORKS VICINITY MAP Project ID: PW00844 & PW00845Council District: 3 Chinatown Sustainable Transportation Infrastructure Project 1 and Chinatown Urban Greening Project 6 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1710 Agenda Date:12/7/2023 Agenda #:1.-T. REPORT TO THE CITY COUNCIL FROM:RANDALL W. MORRISON, PE, Director Capital Projects Department SCOTT L. MOZIER, PE, Director Public Works Department BY:JESUS AVITIA, PE, Assistant Director Capital Projects Department, Transportation Project Management Division NANCY BRUNO, Supervising Real Estate Agent Capital Projects Department, Capital Administration Division SUBJECT Actions pertaining to the Southbound Polk Avenue Widening Project between Shaw Avenue and Gettysburg Avenue (Council District 1): 1. Adopt a finding of Negative Declaration per staff determination, pursuant to Sections 15070 to 15075 of the California Environmental Quality Act (CEQA) guidelines 2. Approve the Agreement for Purchase and Sale of Real Property and Escrow Instructions to acquire fee interest of a 0.163-acre (7,087 square feet) parcel, improved with a single-family residence located at 4919 North Polk Avenue (Assessor’s Parcel Number (APN) 510-120-13), owned by Carolyn S. Brown, in the amount of $298,000.00, for the construction of the widening of Southbound Polk Avenue between Shaw Avenue and Gettysburg Avenue RECOMMENDATIONS Staff recommends that the City Council: (1) Adopt a finding of Negative Declaration pursuant to Sections 15070 to 15075 of the California Environmental Quality Act (CEQA) guidelines, and (2) Approve the Agreement for Purchase and Sale of Real Property to acquire fee interest of a 0.163- acre (7,087 square feet) parcel, improved with a single-family residence located at 4919 North Polk Avenue (APN 510-120-13), owned by Carolyn S. Brown, for a total amount of $298,000.00 in monetary consideration, and authorize the Capital Projects Director or his designee to sign all documents necessary to complete the subject acquisition. EXECUTIVE SUMMARY The subject acquisition, as memorialized in the Agreement for Purchase and Sale of Real Property and Escrow Instructions, will provide the City with fee interest title of 4919 North Polk Avenue (APN 510-120-13), which is necessary to construct the street improvements and widening of the west side of Polk Avenue from Shaw Avenue to Gettysburg Avenue as part of the Southbound Polk Avenue City of Fresno Printed on 12/22/2023Page 1 of 3 powered by Legistar™ 12/07/2023 GB/NE 7-0 APPROVED ON CONSENT File #:ID 23-1710 Agenda Date:12/7/2023 Agenda #:1.-T. of Polk Avenue from Shaw Avenue to Gettysburg Avenue as part of the Southbound Polk Avenue Widening Project.The project only requires ±1,175 square feet of permanent street easement and right of way.However,the required take created unavoidable impacts to the property that necessitated a full take acquisition.At the conclusion of the Project,the unused portion of the parcel will be disposed of pursuant to the Surplus Land Act Guidelines. Carolyn S.Brown accepted the appraised value of $298,000.00 for the acquisition of the parcel and signed the Agreement for Purchase and Sale of Real Property and Escrow Instructions on August 16, 2023. BACKGROUND Polk Avenue is currently a two-lane roadway in need of curbs,gutters,sidewalks,and drainage facilities.As a result,bottlenecks exist between the newer,fully improved subdivisions and older areas that developed in the County.In accordance with the 2035 General Plan,Polk Avenue is to ultimately be constructed as a four-lane divided arterial between Shaw Avenue and Belmont Avenue, as development occurs west of State Route 99. The City of Fresno was awarded a Federal Surface Transportation Block Grant (STBG)that provides construction funding for the Southbound Polk Avenue Widening Project.The STBG grant application was part of a package of grants adopted for submission and execution per Resolution Number 2017- 288 adopted by the City Council on October 19, 2017. The City of Fresno seeks to construct street improvements and widen Southbound Polk Avenue from Shaw Avenue to Gettysburg Avenue.The consultant is currently preparing the plans,specifications, and construction documents for the Southbound Polk Avenue Widening Project between Shaw Avenue and Gettysburg Avenue.The project improvements will include curb and gutter,paving, sidewalks,street lighting and a High-intensity Activated Crosswalk (HAWK)pedestrian crossing near Teague Elementary School. The City retained Hamner,Jewell and Associates to acquire a portion of the subject parcel on its behalf for the Southbound Polk Avenue Widening Project.During the acquisition process it was determined that the cost of the impacted improvements exceeded the value of the property as a whole.It was then decided to instead perform a full acquisition of the parcel.Mrs.Brown has been working with the Hamner,Jewell and Associates Relocation Team and has recently relocated to another home in Fresno.Once the property is acquired,the existing home will be demolished prior to construction of the project.At the conclusion of the Project,the unused portion of the parcel will be disposed of pursuant to the Surplus Land Act Guidelines. Hamner,Jewell and Associates retained Real Property Analysts to prepare an appraisal of Mrs. Brown’s property.The value given to the parcel including improvements is $297,616.00,rounded to $298,000.00.The appraisal review was performed by RowLand Valuation who concurred with the value given by Real Property Analysts. Hamner,Jewell and Associates met with the property owner and presented a formal offer on June 24, 2023.On August 16,2023,Carolyn S.Brown agreed to and signed the Agreement for Purchase and Sale of Real Property and Escrow Instructions. The City Attorney’s Office has reviewed and approved the environmental findings and purchaseCity of Fresno Printed on 12/22/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1710 Agenda Date:12/7/2023 Agenda #:1.-T. The City Attorney’s Office has reviewed and approved the environmental findings and purchase agreement as to form. ENVIRONMENTAL FINDINGS An Initial Study was prepared to evaluate the project in accordance with the land use and environmental policies and provisions of the City of Fresno’s General Plan adopted by the Fresno City Council on December 18,2014,and the related Master Environmental Impact Report (MEIR) SCH Number 2012111015.The project is determined to have a less than significant effect on the environment and is prepared in accordance with Sections 15070 to 15075 of the CEQA Guidelines. The project is partially within the scope of MEIR SCH No.2012111015.Pursuant to Section 21157.1 of the California Public Resources Code (CEQA Provisions),it may be determined that a subsequent project falls within the scope of the MEIR,provided that the project does not cause additional significant impacts on the environment that were not previously examined by the MEIR.Based on this Initial Study,the following findings are made:(1)The proposed project is partially within the scope of the MEIR because it will not generate additional significant effects on the environment not previously examined and analyzed by the MEIR for the reasons set forth in the Initial Study;and,(2) when all applicable mitigation measures of SCH No.2012111015 have been applied to the project, the project will result in a less than significant impact on the environment.The Public Works Department,as lead agency,finds that no substantial changes have occurred with respect to the circumstances under which the MEIR was certified and that no new information,which was not known and could not have been known at the time that the MEIR was certified as complete,has become available.A public notice of the attached negative declaration finding for the Document No. E201910000053 was published in the local newspaper on February 8,2019,as required for public review and comment. LOCAL PREFERENCE Local preference was not considered because this agreement does not include a bid or award of a construction or services contract. FISCAL IMPACT The proposed Southbound Polk Avenue Widening Project from Shaw Avenue to Gettysburg Avenue is within Council District 1.This acquisition will have no impact to the General Fund.All project costs for the right-of-way phase are funded with Federal STBG and local New Growth Area Major Street Impact Fee funds.All funds necessary for the acquisition are included in the current fiscal year budget as previously adopted by City Council. Attachment(s): Document No. E202010000079, Negative Declaration Purchase and Sale Agreement Grant Deed Vicinity Map Location Map City of Fresno Printed on 12/22/2023Page 3 of 3 powered by Legistar™ 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 VICINITY MAPN 01.530.75 Miles DEPARTMENT OF PUBLIC WORKS Project ID: PW00796 Council District: 1 Polk Ave Widening - Gettysburg to Shaw Westside Project Polk Ave Widening - Gettysburg to Shaw Westside Project 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 /2&$7,21 MAPNDEPARTMENT OF PUBLIC WORKS Project ID: PW00796 Council District: 1 Polk Ave Widening - Gettysburg to Shaw Westside Project Polk Ave Widening - Gettysburg to Shaw Westside Project Fairmont Ave Fairmont Ave Polk AveParcel City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1706 Agenda Date:12/7/2023 Agenda #: 1.-U. REPORT TO THE CITY COUNCIL FROM:BROCK D. BUCHE, PE, PLS, Director Department of Public Utilities BY:RICK STAGGS, Assistant Director Department of Public Utilities - Wastewater Management Division CORY ASHER, Wastewater Manager - Certified Department of Public Utilities - Wastewater Management Division SUBJECT Approve a cooperative purchase agreement with SNF Polydyne, Inc., for the purchase of Cationic Polymer in the amount of $3,700,000 per year plus annual consumer price index increases, for the Fresno-Clovis Regional Wastewater Reclamation Facility (Bid File 12303012) (Citywide) RECOMMENDATION Staff recommends City Council approve a cooperative purchase agreement with SNF Polydyne, Inc,, for three years, for the purchase of Cationic Polymer not to exceed $3,700,000 per year plus annual Consumer Price Index increases. EXECUTIVE SUMMARY The Fresno-Clovis Regional Wastewater Reclamation Facility (RWRF) utilizes Cationic Polymer for sludge thickening, an essential part of our wastewater treatment process. The Wastewater Management Division has identified a cooperative purchase agreement that will be authorized through a competitively solicited cooperative procurement process administered by the City of Livermore, California. BACKGROUND The City of Fresno’s RWRF operates 24 hours per day, 7 days per week, reclaiming wastewater for beneficial use in the city and surrounding areas. The facility currently processes about 58 million gallons of wastewater daily. Cationic Polymer, a chemical used in wastewater biosolids processing, reduces the liquid percentage in biosolids, thereby lowering disposal costs for the City. In the past, RWRF has purchased Cationic Polymer by using other municipality’s contracts providing the City the best value. City of Livermore and SNF Polydyne, Inc., successfully executed an City of Fresno Printed on 12/22/2023Page 1 of 2 powered by Legistar™ 12/07/2023 GB/NE 7-0 APPROVED ON CONSENT File #:ID 23-1706 Agenda Date:12/7/2023 Agenda #: 1.-U. the City the best value.City of Livermore and SNF Polydyne,Inc.,successfully executed an agreement with a contract effective date of September 27,2023 through September 30,2026.The Cationic Polymer will be purchased through a competitively solicited cooperative purchase agreement with the City of Livermore,California.Purchases will not exceed $3,700,000 per year plus annual Consumer Price Index increases.Utilizing the cooperative agreement was determined to be the most cost-effective method and overall best value for obtaining Cationic Polymer for the City of Fresno’s RWRF. The Purchasing Division has approved this contract and recommends Council to approve.The City Attorney has reviewed and approved to form. ENVIRONMENTAL FINDINGS This is not a project for the purposes of CEQA pursuant to CEQA guidelines section 1578(b)(5),as if is an administrative action that will not result in direct or indirect changes to the environment. LOCAL PREFERENCE Local preference is not applicable.The City is using a cooperative purchase agreement for this purchase. FISCAL IMPACT There is no impact to the General Fund.This Project is located in Council District 3,but the benefits are citywide.Appropriations for this Project are included in the Fiscal Year 2024 Wastewater Management Division’s Operating Budget,and future purchases will be included in future fiscal year budgets. Attachments: Attachment 1 - Cooperative Purchase Agreement Attachment 2 - SNF Polydyne, Inc. Contract #4254 Attachment 3 - Original Livermore Requirements for Product City of Fresno Printed on 12/22/2023Page 2 of 2 powered by Legistar™ GSD-S Formal Cooperative Purchase Agreement (06-2023) -1- FORMAL COOPERATIVE PURCHASE AGREEMENT THIS AGREEMENT (Agreement) is made and entered into EFFECTIVE ____________________________. by and between CITY OF FRESNO, a California municipal corporation (City), and POLYDYNE INC, a Delaware Corporation (Vendor). AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and promises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows: 1. The Charter for the City allows for cooperative purchase agreements for materials, supplies, equipment, and public work of improvement. The City is allowed to piggyback an existing government agency’s agreement, under Fresno City Charter 1208. The parties agree the Vendor was the lowest responsive and responsible bidder for Invitation for Bid (IFB) issued by City of Livermore. The IFB is attached hereto as Exhibit A and is incorporated herein by reference. The Parties agree that the Vendor has entered a Cooperative Purchase Contract with City of Livermore (Request for Bid No. 4254 for Liquid Cationic Polymer) (Original Government Contract). 2. Vendor’s Obligation. Vendor shall provide those services and carry out that work described in the Original Government Contract, which is attached hereto as Exhibit B and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 3. City’s Obligation. City shall make to the Vendor those payments described in Exhibits A and B, subject to all the terms and condition contained or incorporated herein 4. Notwithstanding the requirements that the Original Government Contract is fully binding on the Parties, the parties have agreed to modify certain non-material provisions of the Original Government Contract as applied to this Agreement between the Vendor and the City, as follows: a)City’s Insurance and Indemnity provisions attached as Exhibit C. b)Address change for the City: Notwithstanding the address and contract information for the government entity as set out in Exhibit B, the Vendor agrees that notices and invoices will be sent to: City of Fresno Attention: Cory Asher 5607 W Jensen Ave Fresno, CA 93706 Phone: (559) 621-5170 FAX: Cory.Asher@fresno.gov c)Notwithstanding anything in Exhibits A and B to the contrary, this Agreement shall be governed by, and construed and enforced in accordance with , the DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E GSD-S Formal Cooperative Purchase Agreement (06-2023) -2- laws of the State of California, excluding however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California. d) All other provisions in the Original Government Contract are fully binding on the parties and will represent the agreement between the City and the Vendor. [Signatures follow on the next page.] DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E GSD-S Formal Cooperative Purchase Agreement (06-2023) -3- IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written. CITY OF FRESNO, a California municipal corporation By: Melissa Perales Purchasing Manager, General Services Department No signature of City Attorney required. Standard Document #GSD-S Formal Cooperative Purchase Agreement (06-2023) has been used without modification, as certified by the undersigned. By: James E. Jackson Senior Procurement Specialist, General Services Department ATTEST: TODD STERMER, CMC City Clerk By: Date Deputy Addresses: CITY City of Fresno Attention: James E. Jackson 2101 G. Street, Bldg A. Fresno, CA 93706 Phone: (559) 621-1165 E-mail: james.jackson2@fresno.gov POLYDYNE INC, a Delaware Corporation By: Name: Title: (If corporation or LLC., Board Chair, Pres. or Vice Pres.) By: Name: Title: (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) Vendor: Polydyne Inc. Attention: Boyd Stanley Sr. Vice-President One Chemical Plant Road Riceboro, GA 31323 Phone: (800) 848-7659 E-mail: bids@polydyneinc.com Attachments: Exhibit A - Invitation For Bids Exhibit B - Original Government Contract Exhibit C - City’s Insurance and Indemnity DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E Sr. Vice-President Boyd Stanley 11/2/2023 Assistant-Secretary Mark Schlag 11/2/2023 EXHIBIT A RFP #4254 DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E 2 CITY OF LIVERMORE BID NO. 4254 FOR: LIQUID CATIONIC POLYMER City of Livermore 1052 S. Livermore Ave. Livermore, CA 94550 REQUEST FOR BID #4254 FOR: LIQUID CATIONIC POLYMER PUBLISHED: JUNE 19, 2023 CLOSES: July 10, 2023 SUBMIT TO: CITY OF LIVERMORE OLIVIA MAHEDY, PURCHASING SPECIALIST 1052 S. LIVERMORE AVE. LIVERMORE, CA 94550 ON OR BEFORE: JULY 10TH, 2023 AT 2PM DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E 3 CITY OF LIVERMORE BID NO. 4254 FOR: LIQUID CATIONIC POLYMER GENERAL TERMS & CONDITIONS 1. Notice is hereby given that the City of Livermore, Alameda County, California, will receive sealed bids for LIQUID CATIONIC POLYMER. 2. Each bid shall be in accordance with specifications and sample agreement on file in the office of the Purchasing Specialist, City of Livermore, 1052 S. Livermore Avenue, Livermore, California 94550, copies of said conditions and specifications may be obtained at: www. Publicpurchase.com website or https://wwwpublicpurchase.com/gems/livermore,ca/buyer/public/hom at no charge. Vendors must register to be a vendor under the City of Livermore and to receive all addendums. 3. Each bid shall be sealed and filed with the Purchasing Specialist at 1052 S. Livermore Avenue, Livermore, CA 94550 prior to 2:00 PM, July 10, 2023. It is the bidder's responsibility to ensure that bids are received prior to the 2:00 p.m. closing time. LATE BIDS WILL NOT BE ACCEPTED! 4. Each bid must be accompanied by a complete copy of these specifications and the proposed agreement. All blanks in specifications must be filled in or bid will be considered unresponsive. Please submit a total TWO (2) sets – one (1) signed original and one (1) copy, mark on upper right-hand corner of coversheet. 5. All prices must be typed or written in ink. Bids written in pencil will not be accepted. Mistakes may be crossed out and corrections inserted adjacent, but the correction must be initialed in ink by the person signing the proposal. 6. Any claim of error by a bidder must be made before the time of the bid opening, otherwise it shall be deemed waived. 7. Any deviation from the attached specifications or substitution of services or materials must be clearly indicated. Complete detailed specifications must accompany any substitutions so specified. DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E 4 CITY OF LIVERMORE BID NO. 4254 FOR: LIQUID CATIONIC POLYMER 8. The City reserves the right to reject any and all bids on any basis deemed to be in the best interest of the City. Any changes, omissions, or variations in specifications or conditions of bidding may be considered cause of rejection. 9. No bidder may withdraw their bid for a period of sixty (60) days after the date set for the opening thereof. 10. The bidder, by submitting their bid, agrees to save, defend, keep, bear harmless, and fully indemnify the said City and any of its officers, officials, agents, employees, or volunteers from all damages, claims for damages, costs, or expenses, whether in law or in equity, that may at any time arise or be set up for an infringement of the patent rights, copyrights, or trade -marks of any person or persons in consequence of the use by said City, or by any of its officers, officials, agents, employees, or volunteers or articles to be supplied under this bid. 11. This Bid will be awarded to the contractor whose bid represents the best value to the City of Livermore. Pursuant to Municipal Code Section 2.68.040 B. The determination of which proposal represents the Best Value shall be based upon but not limited to, the following considerations: • Cost • The ability, capacity, and skill of the contractor to perform the contract or provide the services or equipment required. • The ability of the contractor to provide the services or equipment promptly or within the time specified without delay or interference. • The character, integrity, reputation, judgment, experience, and efficiency of the contractor. • The quality of the contractor’s performance on previous contracts with the City. • The ability of the contractor to provide future maintenance, repair, parts and services for the use of the supplies purchased. 12. All items in bid must comply with the SAE standards and meet all OSHA, State of California and Federal Industrial Safety Orders, and regulations in effect on the date of this invitation for bid. 13. The City of Livermore will furnish exemption certificates for all federal taxes, if required. California State, Alameda County, and City of Livermore taxes are applicable and shall be shown separately. DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E 5 CITY OF LIVERMORE BID NO. 4254 FOR: LIQUID CATIONIC POLYMER 14. Any questions regarding bidding procedures may be directed to the Acting Purchasing Specialist, Olivia Mahedy at (925) 960-43430. Any questions regarding the scope of the bid must be directed to the City through the online question and answer section of www.publicpurchase.com. 15. Bidder’s attention is directed to the following Insurance Requirements. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent awarded bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the Bid and Contract. DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E 6 CITY OF LIVERMORE BID NO. 4254 FOR: LIQUID CATIONIC POLYMER SPECIFICATIONS Bids are requested for furnishing the annual requirements of the City of Livermore, Water Resources Division (WRD). Beginning upon the date of the award of contract and ending thirty-six months after the contract award date, for Cationic Polymers. Multiple polymers may be proposed for inclusion in the contract. Each year, contractor’s representative shall repeat field testing results to ensure that the correct polymer and dosage rates are being used to minimize overall expenses. DELIVERY ADDRESS City of Livermore Water Resources Division 101 Jack London Blvd. Livermore, CA 94550 DELIVERY COST Price quoted shall include all delivery and unloading charges. PRODUCT TESTING The objective is to find the best polymer for WRD processes, sludge makeup and overall budget. The least expensive polymer may not be the least expensive per pound; other factors such as required concentration for optimal effectiveness will be among the considerations. Field and lab testing to determine the optimal polymer will c ommence beginning June 21, 2023. The last day to conduct Field and lab testing is June 28, 2023. No requests will be considered after this date. Contacts for scheduling Field and lab testing: Kevin Kepler or Jimmie Truesdell (925) 960 -8100 Consideration of submitted proposal will only be given to Bidders who complete BOTH field and lab testing. Samples should be provided at no cost to the City. REFERENCES Please provide contact information for three references from current customers. DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E 7 CITY OF LIVERMORE BID NO. 4254 FOR: LIQUID CATIONIC POLYMER SPECIFICATIONS/TECHNICAL INFORMATION : PURPOSES OF POLYMER: For waste activated sludge thickening and the de -watering of anaerobically digested domestic sludge using belt filter presses. AVERAGE MONTHLY AMOUNT OF SOLIDS TO BE PROCESSED: 1.6 to 1.9 million gallons. MATERIAL CODE: Liquid, Cationic Polymer, or equivalent. ESTIMATE ANNUAL USAGE: 198,000 LBS (Wet Wt.) Bidders shall provide the following information on the BIDDERS PROPOSAL form: Brand name quoted: __________________ Price per pound (Wet Wt): _________$/LB FOB Destination Price to include De-scaling Agent, if required Dosage: ___________ DELIVERY The City requires delivery within fourteen (14) calendar days after receipt of order. In no case will bids be considered that take exception to the delivery requirements. ILLUSTRATIVE AND TECHNICAL DATA Bidder is to submit with proposal, complete Illustrative and Technical Data on materials or equipment proposed to be furnished. Failure to furnish such data may void bid. ESTIMATED QUANTITIES The quantities stated herein are estimates only of the City’s requirements. Contractor agrees to furnish more or less than the estimates in accordance with actual needs as they occur throughout the contract period at the unit price quoted. DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E 8 CITY OF LIVERMORE BID NO. 4254 FOR: LIQUID CATIONIC POLYMER HAZARDOUS SUBSTANCE This specification includes products that may contain hazardous substances shown on the list prepared by the Director of Industrial Relations of the State of California pursuant to California Labor Code Sections 6380 -6386.Safety Data Sheet(s) (SDS) prepared in compliance with Title 8, California Code of Regulations, Section 5194, shall accompany this bid. If any of the ingredients of the product bid is a Carcinogen as shown on the most current list prepared by the International Agency for Research on Cance r (IARC), bidder shall separately identify such ingredients as a Carcinogen. Bidder is advised that the product will not be accepted unless (1) the product may be used safely and (2) No acceptable Non-Carcinogenic Substitute is available. The selected Polymer(s) shall not create any problem with reuse options for the City’s biosolids wet cake nor pose any health threats to operations personnel. Use of Polymer shall not cause excessive concentrate foaming or result in scale formation in polymer distribution lines. Addition by the vendor of the appropriate scale inhibitor may be required at no cost to the City. A copy of the SDS shall accompany each shipment of the product to a city facility. The following information must be provided on the invoice for each delivered shipment of Polymer. 1. Order date, time, and person placing order. 2. Delivery date and time. 3. Liquid pounds of Polymer delivered. 4. Total solids concentration of Polymer delivered. 5. Wet tons of Polymer delivered. 6. Price of Polymer, based on dry pounds. 7. Total charge for Polymer delivery. Each Polymer delivery shall be accompanied by one representative sample of the delivered batch (500ml) which is to be given to the Duty Operator accepting the shipment. The sample shall include the name of the vendor, polymer brand, date, and batch number. DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E 9 CITY OF LIVERMORE BID NO. 4254 FOR: LIQUID CATIONIC POLYMER BIDDER'S PROPOSAL The undersigned bidder declares that he/she has carefully examined the General Conditions and Specifications and agrees to furnish the services so covered to the City of Livermore. The undersigned further declares that this proposal is made according to the provisions and under the terms of the "Notice to Bidders" which document is made a part of this proposal. PURCHASING SPECIALIST City of Livermore 1052 South Livermore Avenue Livermore, California 94550 LIQUID CATIONIC POLYMER Brand name quoted: ________________________________________ Price per pound (Wet wt.): _________________$/LB FOB Destination Price to include De-scaling Agent, if required Dosage: ______________________ DATE: ________________________ BY: ______________________________________________________ (PLEASE SIGN) (PRINT NAME & TITLE) COMPANY: ____________________________________________________________ ADDRESS: ____________________________________________________________ ____________________________________________________________ PHONE: ___________________________E-MAIL: ___________________ ALL BLANKS IN SPECIFICATIONS MUST BE FILLED IN OR BID WILL BE CONS IDERED UNRESPONSIVE. EACH BID MUST BE ACCOMPANIED BY A COMPLETE COPY OF THESE SPECIFICATIONS, INCLUDING ANY ADDENDA ISSUED (IF ANY). DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E 10 CITY OF LIVERMORE BID NO. 4254 FOR: LIQUID CATIONIC POLYMER ACKNOWLEDGEMENT FORM Bidder’s acknowledgement and submittal of acceptance of the City of Livermore’s terms and conditions of Bid #4254: Date __________________ Company Name: _______________________________________________ Address: _______________________________________________ _______________________________________________ Phone Number: _______________________ Fax: ___________________ Cell: _______________________ E-mail Address: _______________________________________________ Authorized Signature of Bidder: _________________________ Print Name of Bidder: _________________________ *** Bid responses must be received either by mail or hand delivered to; City of Livermore, Attn: , 1052 S. Livermore Ave., Livermore, CA 94550 By 2PM, Monday, July 10, 2023. *** DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E Chat Help Logout Information Deleted: Deleted Information Added: Added Home Search Browse My Stuff Tools Bid RFB #4254 - LIQUID CATIONIC POLYMER Addendum #1 - Addendum Bid Type RFB Bid Number 4254 Title LIQUID CATIONIC POLYMER Start Date Jun 19, 2023 7:00:43 AM PDT End Date Jul 1017, 2023 2:00:00 PM PDT Agency City of Livermore (CA) Bid Contact Olivia Mahedy (925) 960-4328 osmahedy@livermoreca.gov 1052 S. Livermore Ave. Livermore, CA 94550 Description Notice is hereby given that the City of Livermore invites sealed bids for LIQUID CATIONIC POLYMER. Each bid shall be in accordance with the conditions and specifications on file in the office of the Purchasing Specialist, 1052 South Livermore Avenue, Livermore, California 94550, copies of said conditions and specifications may be obtained at: www.publicpurchase.com website or https://www.publicpurchase.com/gems/livermore,ca/buyer/public/home at no charge. Each bid shall be in accordance with the conditions and specifications on file in the Purchasing Office, 1052 South Livermore Avenue, Livermore, California 94550, where copies of said conditions and specifications may be inspected or obtained at no charge. All bids must be on the form provided, enclosed in a sealed envelope and clearly identified with bid title, name of bidder and date of bid opening to preclude premature opening of bid. PRODUCT TESTING Field and lab testing to determine the optimal polymer will commence beginning June 21, 2023. The last day to conduct Field and lab testing is June 28, 2023. No requests will be considered after this date. Delivery Information *** Responses must be received either by mail or hand delivered to; City of Livermore, Attn: Olivia Mahedy, Acting Purchasing Specialist, 1052 S. Livermore Ave., Livermore, CA 94550 by 2PM, on Monday July 10, 2023.*** NO LATE BIDS ACCEPTED. Documents Name Posting Date Acceptance Bid 4254 -Poly Bid Spec 20 Jun 16, 2023 4:04:09 PM PDT No Attachment A - Sample GS Jun 16, 2023 3:46:33 PM PDT No DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E EXHIBIT B ORIGINAL GOVERNMENT CONTRACT DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E Agreement for Services Page 1 Rev. 09.2021 AGREEMENT FOR SERVICES THIS AGREEMENT is made and entered into this day of , 2023, by and between the City of Livermore (“City”), a municipal corporation, and SNF Polydyne, Inc. (“Contractor”), a Delaware corporation. RECITALS City requires services to supply and deliver dewatering polymer to the Livermore Water Reclamation Plant. Contractor warrants it possesses the distinct skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement. Contractor acknowledges City has relied upon these warranties to retain Contractor. AGREEMENT NOW, THEREFORE, City and Contractor hereby agree that the aforementioned recitals are true and correct and further agree as follows: 1.Retention as Contractor. City hereby retains Contractor, and Contractor hereby accepts such engagement, to perform the services described in Section 3 below subject to the terms and conditions in this Agreement. 2.Relationship of Parties – Independent Contractors. The relationship of the parties shall be that of independent contractors. Contractor and its employees are not City officers or employees. Contractor is responsible for the supervision and management of its employees, including any workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the delivery of the services contemplated by this Agreement. 3.Description of Services. Contractor shall provide services to supply and deliver dewatering polymer to the Livermore Water Reclamation Plant as more particularly set forth in Exhibit "A" (collectively “the Services”). 4.Contractor’s Responsibilities. Contractor shall: a)Diligently perform the Services in a manner commensurate with industry, professional, and community standards; b)Provide the resources necessary to complete the Services in a timely manner; c)Obtain a business license from the City of Livermore, and keep it in effect for the term of this Agreement; d)Obtain and keep in effect all necessary licenses, permits, qualifications, insurance, and approvals legally and professionally required for Contractor to practice its profession and to provide the Services; DocuSign Envelope ID: 5AD17302-24DF-4BD3-AD65-D335A51FAAE3 23-0409 27th September DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E Agreement for Services Page 2 Rev. 09.2021 e)Comply with all laws in effect that are related to Contractor and the Services; f)Coordinate the Services with Jimme Truesdell, Water Resources Operations Manager (“Project Manager”), or such other person designated as the Project Manager by City; g)Be available to the Project Manager, and other parties referred to Contractor by the Project Manager, to answer questions or inquiries related to the Services; h)Only invoice City for the Services rendered. Contractor’s invoice shall be in writing and describe the Services performed for the payment requested. Contractor shall not submit an invoice to City more frequently than once a calendar month; i)Keep and maintain invoices and records related to the Services in an organized manner. At a minimum, the records must be kept for at least 3 years from the date of final payment to Contractor and must include time sheets, work progress reports, and other documentation to adequately explain all the Services invoiced for payment. Contractor shall make the invoices and records immediately available to City upon delivery of a written request to examine, audit, or copy them at City’s place of business during normal business hours. Contractor shall give City 30 calendar-days’ written notice prior to destroying the invoices and records and allow City an opportunity to take possession. If City wants them, Contractor and City shall coordinate their delivery to City in the most efficient manner possible; j)Prepare and submit a written report to the Project Manager, within 3 business-days of the Project Manager’s written request, that identifies the Services completed and in progress, the charges incurred to date, and the anticipated cost to complete the remaining Services; k)Contractor shall correct, at its own expense, all errors in the Services. Should Contractor fail to make such correction in a timely manner, City may make the correction and charge the cost thereof to Contractor; l)If applicable, Contractor shall ensure that all work for compensation is taken in compliance with the requirements of the California Labor Code including but not limited to hours of labor, nondiscrimination, payroll records, apprentices, worker’s compensation and prevailing wages. If applicable, Contractor shall comply with all prevailing wage laws, such as sections 1773, 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the California Labor Code and any other applicable wage and hour law. If any violation of prevailing wage law associated with this Agreement is deemed to have occurred by any court or administrative authority, Contractor shall forfeit to the City, as a penalty, the sum of fifty dollars ($50.00) for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the applicable prevailing rates for any work done to accomplish the purposes of this Agreement; and, m)Contractor’s services provided pursuant to this Agreement shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as applicable regulations and guidelines issued pursuant to the ADA. DocuSign Envelope ID: 5AD17302-24DF-4BD3-AD65-D335A51FAAE3DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E Agreement for Services Page 3 Rev. 09.2021 5.Compensation and Payment. a)The total compensation payable by City to Contractor for the Services SHALL NOT EXCEED the sum of $ 1,111,000 ("not-to-exceed amount"). City shall compensate Contractor for the Services rendered at the hourly rates or task amounts set forth in Exhibit “A” up to the not-to-exceed amount. Except as provided in the body of this Agreement, the hourly rates or task amounts are intended to be Contractor ’s only compensation for the Services and is inclusive of all costs of labor, licensing, permitting, travel expenses, overhead and administrative costs, and any-and-all other costs, expenses, and charges incurred by Contractor, its agents, and employees to provide the Services. b)City shall pay Contractor no later than 30 days after City receives a written invoice from Contractor and verifies the Services were performed for the payment requested. 6.Term. The term of this Agreement commences on October 1, 2023, and terminates upon the completion of the Services or September 30, 2026, whichever occurs first. 7.Termination by City. City may terminate any portion or all of the Services by giving Contractor at least 30 calendar-days written notice. Upon receipt of a termination notice, Contractor shall immediately stop all work in progress on the Services except where necessary to preserve the benefit of the work, and assemble the work on the Services for delivery to City on the termination date. All compensation for Services performed prior to the termination date shall be payable to Contractor in accordance with Section 5. 8.Ownership of Documents. All drawings, designs, data, photographs, reports and other items prepared or obtained by Contractor in the performance of the Services are City’s property and Contractor shall deliver them to City upon demand. 9.Copyright and Right of Use. All items created by Contractor for City under this Agreement are works made for hire, and Contractor shall give City the copyright and all intellectual property rights to all items developed, prepared, and delivered as part of the Services. Contractor agrees that all aspects of the Services and items created thereby will be original works of creation and will not use, in whole or in part, any work created by any other party, except when expressly disclosed by Contractor to City and Contractor obtains a license to such items for the benefit of City. All licenses must be perpetual, world-wide, non-exclusive, and royalty free sufficient in scope to permit City’s full use and enjoyment of its ownership rights in the items created by the Services. 10.Confidentiality. Contractor shall not disclose any confidential or proprietary information received from City to anyone except Contractor’s employees who require access to the information to perform the Services. This obligation shall survive termination and remain in full force and effect until the information, and any copies thereof, are destroyed or returned to City. DocuSign Envelope ID: 5AD17302-24DF-4BD3-AD65-D335A51FAAE3DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E Agreement for Services Page 4 Rev. 09.2021 11.Defense, Indemnity, and Hold Harmless. To the fullest extent permitted by law, Consultant shall hold harmless, indemnify, and defend with counsel selected by the City or otherwise acceptable to the City, the City and its elected and appointed officials, officers, directors, employees, agents and designated volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Consultant’s performance of the services contemplated by this Agreement, or in connection with Consultant’s failure to comply with any of its obligations contained in this Agreement, except for such Liability caused by the sole active negligence or willful misconduct of City. Consultant’s obligations to hold harmless, indemnify, and defend shall not be excused because of Consultant’s inability to evaluate Liability or because Consultant evaluates Liability and determines that Consultant is not liable to the claimant. These obligations are independent of, and shall not in any way be limited by, the minimum insurance obligations contained in this Agreement. These obligations shall survive the completion or termination of this Agreement. Consultant must respond within 30 days to the tender of any claim for defense and indemnity by the City. a)Modification for Construction Contracts. To the extent this Agreement is a construction contract” covered by California Civil Code section 2782, then Consultant’s duty to indemnify shall not apply in a manner prohibited by California Civil Code section 2782. b)Modification for Design Professional Services. To the extent this Agreement is for “design professional services” defined in California Civil Code section 2782.8, then Consultant’s duties to defend and indemnify shall only apply to the extent provided for in California Civil Code section 2782.8(a), unless section 2782.8(a) is not applicable for one of the reasons set forth in 2782.8(e). 12.Insurance. Contractor shall procure and maintain insurance during the term of this Agreement in the amounts and under the terms set forth in Exhibit “B” against claims that may arise from or in connection with this Agreement and performance of the Services. Upon reasonable written notice, Contractor shall comply with any changes in the amounts and terms of insurance as may be required from time-to-time by City’s Risk Manager. 13.Acceptance of Final Payment. Contractor’s acceptance of final payment will release City from any and all claims and liabilities for compensation under this Agreement. 14.Acceptance of Work. City’s acceptance of, or payment to Contractor for, the Services does not release Contractor from its responsibility for the accuracy, completeness, or competency of the Services, nor do the actions constitute an assumption of Contractor’s responsibility or liability by City for any defect or error in the Services. 15.Conflict of Interest. Contractor represents that no City employee or official has a financial interest in Contractor. Contractor shall not offer, encourage, or accept any financial interest in any part of Contractor's business by or from a City employee or official DocuSign Envelope ID: 5AD17302-24DF-4BD3-AD65-D335A51FAAE3DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E Agreement for Services Page 5 Rev. 09.2021 during the term of this Agreement or as a result of being awarded this Agreement. If any of the Services are paid by reimbursement from an agreement between City and a private party, Contractor represents that it has not performed any work for that private party during the 12-month period prior to the execution of this Agreement, and that it shall not negotiate, offer or accept any contract for services from that party during the term of this Agreement. 16.Economic Disclosure. Contractor shall comply with City’s local conflict of interest code and the Political Reform Act, and prepare and file an economic disclosure statement if the Services involve making, or participation in making, decisions which may have a material effect on the Contractors’ financial interest. While it is Contractor’s sole responsibility to evaluate its conflicts of interest, the Contractor nevertheless agrees to prepare and file an economic disclosure statement if requested by City. 17.Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the right to provide, and to retain other Contractors to provide, services that are the same or similar to the Services described in this Agreement. 18.No Assignment. Contractor shall not assign or subcontract any of the Services without City’s prior written consent. For the purposes of this section, a change of fifty- percent or more in the ownership or control of Contractor constitutes an assignment. 19. Remedies. All remedies permitted or available under this Agreement, or at law or in equity, are cumulative and alternative, and the invocation of a right or remedy will not be construed to waive or elect a remedy with respect to any other available right or remedy. As a condition precedent to commencing legal action involving a claim or dispute against City arising from this Agreement, the Contractor must present a written claim to City in accordance with Chapter 3.42 of the Livermore Municipal Code. 20.Construction of Language. The terms and conditions in this Agreement have been arrived at through negotiation and each party had a full and fair opportunity to review and revise this Agreement with legal counsel. Any ambiguity in this Agreement will not be resolved against either party as the drafting party. In the event of an inconsistency or conflict between the language in the body of the Agreement and an attachment hereto, the language in the body of the Agreement controls. 21.Entire Agreement; Modification. This Agreement supersedes all other agreements, whether oral or written, between the parties with respect to the Services. Any modification to this Agreement must be in writing and signed by both parties. In the event the original of this Agreement is lost or destroyed, an archival copy maintained by City can be used in place of the original for all purposes with the same effect as if it was the original. 22.Notice. Notices under this Agreement must be delivered to the addresses below by deposit in the United States mail or by overnight delivery service, with postage prepaid and delivery confirmation: DocuSign Envelope ID: 5AD17302-24DF-4BD3-AD65-D335A51FAAE3DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E Agreement for Services Page 6 Rev. 09.2021 TO CITY: Attention: Water Resources Operations Manager City of Livermore 101 W. Jack London Blvd. Livermore, California 94551 TO CONTRACTOR: Attention: Boyd Stanley Polydyne Inc. One Chemical Plant Road Riceboro, GA 31323 23.Waiver. Failure to insist upon the strict performance of any term or conditions in this Agreement, no matter how long the failure continues, is not a waiver of the term or condition and does not bar the right to subsequently demand strict performance. To be effective, a waiver must be in writing and signed by the non-breaching party. 24.Severability. If a court of competent jurisdiction determines a provision in this Agreement is invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force and effect without being impaired in any way. 25. Survival. The terms, conditions, and obligations in Sections 8, 9, 10, and 11 shall survive the completion or termination of this Agreement. 26.Electronic Signatures. By signing this document, you are agreeing that you have reviewed this disclosure information and consent to transact business using electronic communications, to receive notices and disclosures electronically, and to utilize electronic signatures in lieu of using paper documents. You are not required to receive notices and disclosures or sign documents electronically. If you prefer not to do so, you may request to receive paper copies and withdraw your consent at any time. 27.Counterparts. This Agreement may be executed and delivered in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email, or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals and shall be valid and effective for all purposes. Signatures and Attachment List on the Next Page DocuSign Envelope ID: 5AD17302-24DF-4BD3-AD65-D335A51FAAE3DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E Agreement for Services Page 7 Rev. 09.2021 In concurrence and witness whereof, and in recognition of the mutual consideration provided therefore, the parties have executed this Agreement, effective on the date first written above. Dated: Dated: CONTRACTOR: By: Boyd Stanley Title: Vice President CITY OF LIVERMORE: Marianna Marysheva City Manager APPROVED AS TO FORM: Assistant/City Attorney APPROVED AS TO INSURANCE: Risk Manager/Analyst Attachments: Exhibit A – Scope of Work Exhibit B – Insurance Requirements DocuSign Envelope ID: 5AD17302-24DF-4BD3-AD65-D335A51FAAE3 8/24/2023 | 12:36 PM PDT 9/27/2023 | 8:22 PM PDT DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E EXHIBIT A SCOPE OF WORK SCOPE CONTRACTOR shall provide all necessary labor. Equipment, vehicles, supplies, and materials to provide the following service: 1.Supply and deliver CLARIFLOC WE-1196 or CLARIFLOC WE-2614 dewatering polymer to the Livermore Water Reclamation Plant (WRP) located at 101 Jack London Boulevard in Livermore, California. TERMS AND CONDITIONS 1.CONTRACTOR shall deliver polymer to the WRP within 14 days of order. 2.CONTRACTOR shall provide email confirmation to CITY whenever an order has been received. 3.CONTRACTOR or representative must notify CITY staff upon reaching the WRP so that the CITY staff may verify the product being delivered. 4.CONTRACTOR or representative shall connect the delivery truck to the WRP tank and safely discharge polymer into the WRP tank. 5.CONTRACTOR or representative shall clean any spillage of polymer generated during the filling process. 6.CONTRACTOR or representative shall provide a weight tag to CITY for each delivery. COMPENSATION 1.City shall compensate CONTRACTOR at the rate of $1.72 per wet pound. 2.Each year on July 1, beginning in 2024, unit prices will be adjusted by the percentage listed in the Consumer Price Index for All Urban Consumers for the San Francisco- Oakland-Hayward region (CPI-U) using the 12-month change in April. This adjustment will be documented each year through a signed letter from the City to the Contractor. 3.In no event shall a price increase result in more than a 10% increase from the prior annual not-to-exceed price and/or the prior annual unit price. 4.In the event that CONTRACTOR offers polymer to another governmental entity within a 100 mile radius of CITY as a lower price than set forth in this Agreement, CONTRACTOR shall notify the CITY within 30 days of the lower price and provide polymer to the CITY at the same lower price. DocuSign Envelope ID: 5AD17302-24DF-4BD3-AD65-D335A51FAAE3DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E EXHIBIT B INSURANCE REQUIREMENTS Minimum Scope and Limits of Insurance Consultant/Contractor shall maintain limits no less than: 1.Commercial General Liability, including operations, products, and completed operations, as applicable: 5,000,000 per occurrence/$10,000,000 aggregate for bodily injury, personal injury, and property damage. If Commercial General Liability or other form of insurance with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2.Automobile Liability: 2,000,000 per accident for bodily injury and property damage. 3.Workers’ Compensation and Employer's Liability: Statutory limits as required by the State of California including $2,000,000 Employers’ Liability per accident, per employee for bodily injury or disease. A waiver of subrogation is required for Workers’ Compensation insurance. If Consultant/Contractor is a sole proprietor, then they must sign “Contractor Release of Liability”. 4. Professional Liability/Errors and Omissions: 1,000,000 per occurrence. 5.Pollution Liability: 2,000,000 per occurrence. Deductibles and Self-Insured Retention All self-insured retentions (SIR) must be disclosed to Risk Management for approval and shall not reduce the limits of liability. Policies containing any self-insured retention SIR) provision shall provide, or be endorsed to provide, that the SIR may be satisfied by either the named insured or the City of Livermore. The City of Livermore reserves the right to obtain a full certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of no less than A: VII and accepted to do business in the State of California, unless otherwise acceptable to the City of Livermore. Other Insurance Provisions The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1.The City of Livermore, its officers, officials, employees, and designated volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of the Consultant/Contractor; or automobiles owned, leased, hired or borrowed by the Consultant/Contractor. The coverage shall contain no special Revised 9/21/2015 B8 – 5M POL Page 1 DocuSign Envelope ID: 5AD17302-24DF-4BD3-AD65-D335A51FAAE3DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E limitations on the scope of protection afforded to the City of Livermore, its officers, officials, employees, or volunteers. 2.The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. The additional insured coverage under the Consultant’s/Contractor’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance and shall be at least as broad as ISO Form CG 20 10 04 13. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Livermore before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. 3.Any failure to comply with reporting or other provisions of the policy, including breaches of warranties, shall not affect coverage provided to the City of Livermore, its officers, officials, employees, or volunteers. 4.The Consultant’s/Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5.Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party before expiration of the policy unless notice is delivered in accordance with policy provisions. 6.It shall be a requirement under this agreement that any available insurance proceeds broader than, or in excess of, the specified minimum insurance coverage requirements and/or limits shall be available to the additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named Insured; whichever is greater. 7.Certificate Holder section of the insurance certificate should read: City of Livermore, 1052 S. Livermore Avenue, Livermore, CA 94550 Verification of Coverage Consultant/Contractor shall furnish certificates of insurance and endorsement(s) effecting coverage to the City of Livermore for approval. The endorsements shall be on forms acceptable to the City of Livermore. All certificates and endorsements are to be received and approved by the City of Livermore before work commences. The City of Livermore reserves the right to require complete and certified copies of all insurance policies required by this Agreement. Revised 9/21/2015 B8 – 5M POL Page 2 DocuSign Envelope ID: 5AD17302-24DF-4BD3-AD65-D335A51FAAE3DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E EXHIBIT C CITY’S INSURANCE AND INDEMNITY DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E Exhibit C Insurance and Indemnity INDEMNIFICATION To the furthest extent allowed by law, VENDOR 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, VENDOR or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses and cost to enforce this agreement), arising or alleged to have arisen directly or indirectly out of performance of this Contract. VENDOR'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 the willful misconduct, of CITY or any of its officers, officials, employees, agents or volunteers. If VENDOR should subcontract all or any portion of the work to be performed under this Contract, VENDOR 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. INSURANCE REQUIREMENTS (a) Throughout the life of this Agreement, VENDOR 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 CITY'S Risk Manager or his/her designee at any time and in his/her sole discretion. The required policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, VENDOR 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 VENDOR shall be withheld until notice is received by CITY 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 CITY. Any failure to maintain the required insurance shall be sufficient cause for CITY to terminate this DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E Agreement. No action taken by CITY pursuant to this section shall in any way relieve VENDOR of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by CITY that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtained by VENDOR shall not be deemed to release or diminish the liability of VENDOR, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify CITY 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 VENDOR. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of VENDOR, vendors, suppliers, invitees, contractors, sub-contractors, subcontractors, or anyone employed directly or indirectly by any of them. 1. PRODUCTS LIABILITY INSURANCE: VENDOR shall maintain, and provide the City of Fresno with verification of, manufacturer's products liability insurance policy in excess of $1,000,000 by providing a certificate of insurance on said Bid Item(s) equipment. Certificates shall be issued by an insurance company meeting the requirements to conduct business in the state of California. City of Fresno is required to be an additional insured with primary and non- contributory coverage in favor of the City on this General Liability Policy. If the scope of work includes delivery, the requirements below apply in addition to the above requirements. 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). DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E 3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. MINIMUM LIMITS OF INSURANCE VENDOR shall procure and maintain for the duration of the contract, and for 5 years thereafter, insurance with limits of liability not less than those set forth below. However, insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, 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) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 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. UMBRELLA OR EXCESS INSURANCE In the event VENDOR 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- DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E contributory basis for the benefit of the CITY, its officers, officials, employees, agents and volunteers. DEDUCTIBLES AND SELF-INSURED RETENTIONS VENDOR shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and VENDOR shall also be responsible for payment of any self-insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS (i) 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 CITY, except ten (10) days for nonpayment of premium. VENDOR is also responsible for providing written notice to the CITY 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, VENDOR shall furnish CITY 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 CITY, VENDOR 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. (ii) The Commercial General and Automobile Liability insurance policies shall be written on an occurrence form. (iii) The Commercial General and Automobile Liability insurance policies shall be endorsed to name City, its officers, officials, agents, employees and volunteers as an additional insured all ongoing and completed operations. Additional Insured endorsements under the General Liability policy must be as broad as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37. (iv) The Commercial General and Automobile Liability insurance shall contain, or be endorsed to contain, that VENDOR’S insurance shall be primary to and require no contribution from the City. Primary and Non Contributory language under the General Liability policy must be as broad as that contained in ISO Form CG 20 01 04 13. These coverages shall contain no special limitations on the scope of protection afforded to City, its officers, officials, employees, agents and volunteers. (v) 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. DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E (vi) All insurance policies required herein shall contain, or be endorsed to contain, a waiver of subrogation as to CITY, its officers, officials, agents, employees and volunteers. PROVIDING OF DOCUMENTS VENDOR shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required herein. All certificates and applicable endorsements are to be received and approved by the CITY’S Risk Manager or his/her designee prior to CITY’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. Upon request of CITY, VENDOR shall immediately furnish CITY with a complete copy of any 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. All subcontractors working under the direction of VENDOR shall also be required to provide all documents noted herein. SUBCONTRACTORS If VENDOR subcontracts any or all of the services to be performed under this Agreement, VENDOR shall require, at the discretion of the CITY Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the City to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by CITY Risk Manager or designee. If no Side Agreement is required, VENDOR will be solely responsible for ensuring that it’s subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry. DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E Agreement for Services Page 1 Rev. 09.2021 AGREEMENT FOR SERVICES THIS AGREEMENT is made and entered into this day of , 2023, by and between the City of Livermore (“City”), a municipal corporation, and SNF Polydyne, Inc. (“Contractor”), a Delaware corporation. RECITALS City requires services to supply and deliver dewatering polymer to the Livermore Water Reclamation Plant. Contractor warrants it possesses the distinct skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement. Contractor acknowledges City has relied upon these warranties to retain Contractor. AGREEMENT NOW, THEREFORE, City and Contractor hereby agree that the aforementioned recitals are true and correct and further agree as follows: 1.Retention as Contractor. City hereby retains Contractor, and Contractor hereby accepts such engagement, to perform the services described in Section 3 below subject to the terms and conditions in this Agreement. 2.Relationship of Parties – Independent Contractors. The relationship of the parties shall be that of independent contractors. Contractor and its employees are not City officers or employees. Contractor is responsible for the supervision and management of its employees, including any workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the delivery of the services contemplated by this Agreement. 3.Description of Services. Contractor shall provide services to supply and deliver dewatering polymer to the Livermore Water Reclamation Plant as more particularly set forth in Exhibit "A" (collectively “the Services”). 4.Contractor’s Responsibilities. Contractor shall: a)Diligently perform the Services in a manner commensurate with industry, professional, and community standards; b)Provide the resources necessary to complete the Services in a timely manner; c)Obtain a business license from the City of Livermore, and keep it in effect for the term of this Agreement; d)Obtain and keep in effect all necessary licenses, permits, qualifications, insurance, and approvals legally and professionally required for Contractor to practice its profession and to provide the Services; DocuSign Envelope ID: 5AD17302-24DF-4BD3-AD65-D335A51FAAE3 23-0409 27th September DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E Agreement for Services Page 2 Rev. 09.2021 e)Comply with all laws in effect that are related to Contractor and the Services; f)Coordinate the Services with Jimme Truesdell, Water Resources Operations Manager (“Project Manager”), or such other person designated as the Project Manager by City; g)Be available to the Project Manager, and other parties referred to Contractor by the Project Manager, to answer questions or inquiries related to the Services; h)Only invoice City for the Services rendered. Contractor’s invoice shall be in writing and describe the Services performed for the payment requested. Contractor shall not submit an invoice to City more frequently than once a calendar month; i)Keep and maintain invoices and records related to the Services in an organized manner. At a minimum, the records must be kept for at least 3 years from the date of final payment to Contractor and must include time sheets, work progress reports, and other documentation to adequately explain all the Services invoiced for payment. Contractor shall make the invoices and records immediately available to City upon delivery of a written request to examine, audit, or copy them at City’s place of business during normal business hours. Contractor shall give City 30 calendar-days’ written notice prior to destroying the invoices and records and allow City an opportunity to take possession. If City wants them, Contractor and City shall coordinate their delivery to City in the most efficient manner possible; j)Prepare and submit a written report to the Project Manager, within 3 business-days of the Project Manager’s written request, that identifies the Services completed and in progress, the charges incurred to date, and the anticipated cost to complete the remaining Services; k)Contractor shall correct, at its own expense, all errors in the Services. Should Contractor fail to make such correction in a timely manner, City may make the correction and charge the cost thereof to Contractor; l)If applicable, Contractor shall ensure that all work for compensation is taken in compliance with the requirements of the California Labor Code including but not limited to hours of labor, nondiscrimination, payroll records, apprentices, worker’s compensation and prevailing wages. If applicable, Contractor shall comply with all prevailing wage laws, such as sections 1773, 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the California Labor Code and any other applicable wage and hour law. If any violation of prevailing wage law associated with this Agreement is deemed to have occurred by any court or administrative authority, Contractor shall forfeit to the City, as a penalty, the sum of fifty dollars ($50.00) for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the applicable prevailing rates for any work done to accomplish the purposes of this Agreement; and, m)Contractor’s services provided pursuant to this Agreement shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as applicable regulations and guidelines issued pursuant to the ADA. DocuSign Envelope ID: 5AD17302-24DF-4BD3-AD65-D335A51FAAE3DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E Agreement for Services Page 3 Rev. 09.2021 5.Compensation and Payment. a)The total compensation payable by City to Contractor for the Services SHALL NOT EXCEED the sum of $ 1,111,000 ("not-to-exceed amount"). City shall compensate Contractor for the Services rendered at the hourly rates or task amounts set forth in Exhibit “A” up to the not-to-exceed amount. Except as provided in the body of this Agreement, the hourly rates or task amounts are intended to be Contractor ’s only compensation for the Services and is inclusive of all costs of labor, licensing, permitting, travel expenses, overhead and administrative costs, and any-and-all other costs, expenses, and charges incurred by Contractor, its agents, and employees to provide the Services. b)City shall pay Contractor no later than 30 days after City receives a written invoice from Contractor and verifies the Services were performed for the payment requested. 6.Term. The term of this Agreement commences on October 1, 2023, and terminates upon the completion of the Services or September 30, 2026, whichever occurs first. 7.Termination by City. City may terminate any portion or all of the Services by giving Contractor at least 30 calendar-days written notice. Upon receipt of a termination notice, Contractor shall immediately stop all work in progress on the Services except where necessary to preserve the benefit of the work, and assemble the work on the Services for delivery to City on the termination date. All compensation for Services performed prior to the termination date shall be payable to Contractor in accordance with Section 5. 8.Ownership of Documents. All drawings, designs, data, photographs, reports and other items prepared or obtained by Contractor in the performance of the Services are City’s property and Contractor shall deliver them to City upon demand. 9.Copyright and Right of Use. All items created by Contractor for City under this Agreement are works made for hire, and Contractor shall give City the copyright and all intellectual property rights to all items developed, prepared, and delivered as part of the Services. Contractor agrees that all aspects of the Services and items created thereby will be original works of creation and will not use, in whole or in part, any work created by any other party, except when expressly disclosed by Contractor to City and Contractor obtains a license to such items for the benefit of City. All licenses must be perpetual, world-wide, non-exclusive, and royalty free sufficient in scope to permit City’s full use and enjoyment of its ownership rights in the items created by the Services. 10.Confidentiality. Contractor shall not disclose any confidential or proprietary information received from City to anyone except Contractor’s employees who require access to the information to perform the Services. This obligation shall survive termination and remain in full force and effect until the information, and any copies thereof, are destroyed or returned to City. DocuSign Envelope ID: 5AD17302-24DF-4BD3-AD65-D335A51FAAE3DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E Agreement for Services Page 4 Rev. 09.2021 11.Defense, Indemnity, and Hold Harmless. To the fullest extent permitted by law, Consultant shall hold harmless, indemnify, and defend with counsel selected by the City or otherwise acceptable to the City, the City and its elected and appointed officials, officers, directors, employees, agents and designated volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Consultant’s performance of the services contemplated by this Agreement, or in connection with Consultant’s failure to comply with any of its obligations contained in this Agreement, except for such Liability caused by the sole active negligence or willful misconduct of City. Consultant’s obligations to hold harmless, indemnify, and defend shall not be excused because of Consultant’s inability to evaluate Liability or because Consultant evaluates Liability and determines that Consultant is not liable to the claimant. These obligations are independent of, and shall not in any way be limited by, the minimum insurance obligations contained in this Agreement. These obligations shall survive the completion or termination of this Agreement. Consultant must respond within 30 days to the tender of any claim for defense and indemnity by the City. a)Modification for Construction Contracts. To the extent this Agreement is a construction contract” covered by California Civil Code section 2782, then Consultant’s duty to indemnify shall not apply in a manner prohibited by California Civil Code section 2782. b)Modification for Design Professional Services. To the extent this Agreement is for “design professional services” defined in California Civil Code section 2782.8, then Consultant’s duties to defend and indemnify shall only apply to the extent provided for in California Civil Code section 2782.8(a), unless section 2782.8(a) is not applicable for one of the reasons set forth in 2782.8(e). 12.Insurance. Contractor shall procure and maintain insurance during the term of this Agreement in the amounts and under the terms set forth in Exhibit “B” against claims that may arise from or in connection with this Agreement and performance of the Services. Upon reasonable written notice, Contractor shall comply with any changes in the amounts and terms of insurance as may be required from time-to-time by City’s Risk Manager. 13.Acceptance of Final Payment. Contractor’s acceptance of final payment will release City from any and all claims and liabilities for compensation under this Agreement. 14.Acceptance of Work. City’s acceptance of, or payment to Contractor for, the Services does not release Contractor from its responsibility for the accuracy, completeness, or competency of the Services, nor do the actions constitute an assumption of Contractor’s responsibility or liability by City for any defect or error in the Services. 15.Conflict of Interest. Contractor represents that no City employee or official has a financial interest in Contractor. Contractor shall not offer, encourage, or accept any financial interest in any part of Contractor's business by or from a City employee or official DocuSign Envelope ID: 5AD17302-24DF-4BD3-AD65-D335A51FAAE3DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E Agreement for Services Page 5 Rev. 09.2021 during the term of this Agreement or as a result of being awarded this Agreement. If any of the Services are paid by reimbursement from an agreement between City and a private party, Contractor represents that it has not performed any work for that private party during the 12-month period prior to the execution of this Agreement, and that it shall not negotiate, offer or accept any contract for services from that party during the term of this Agreement. 16.Economic Disclosure. Contractor shall comply with City’s local conflict of interest code and the Political Reform Act, and prepare and file an economic disclosure statement if the Services involve making, or participation in making, decisions which may have a material effect on the Contractors’ financial interest. While it is Contractor’s sole responsibility to evaluate its conflicts of interest, the Contractor nevertheless agrees to prepare and file an economic disclosure statement if requested by City. 17.Non-Exclusive Agreement. This is a non-exclusive agreement. City reserves the right to provide, and to retain other Contractors to provide, services that are the same or similar to the Services described in this Agreement. 18.No Assignment. Contractor shall not assign or subcontract any of the Services without City’s prior written consent. For the purposes of this section, a change of fifty- percent or more in the ownership or control of Contractor constitutes an assignment. 19. Remedies. All remedies permitted or available under this Agreement, or at law or in equity, are cumulative and alternative, and the invocation of a right or remedy will not be construed to waive or elect a remedy with respect to any other available right or remedy. As a condition precedent to commencing legal action involving a claim or dispute against City arising from this Agreement, the Contractor must present a written claim to City in accordance with Chapter 3.42 of the Livermore Municipal Code. 20.Construction of Language. The terms and conditions in this Agreement have been arrived at through negotiation and each party had a full and fair opportunity to review and revise this Agreement with legal counsel. Any ambiguity in this Agreement will not be resolved against either party as the drafting party. In the event of an inconsistency or conflict between the language in the body of the Agreement and an attachment hereto, the language in the body of the Agreement controls. 21.Entire Agreement; Modification. This Agreement supersedes all other agreements, whether oral or written, between the parties with respect to the Services. Any modification to this Agreement must be in writing and signed by both parties. In the event the original of this Agreement is lost or destroyed, an archival copy maintained by City can be used in place of the original for all purposes with the same effect as if it was the original. 22.Notice. Notices under this Agreement must be delivered to the addresses below by deposit in the United States mail or by overnight delivery service, with postage prepaid and delivery confirmation: DocuSign Envelope ID: 5AD17302-24DF-4BD3-AD65-D335A51FAAE3DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E Agreement for Services Page 6 Rev. 09.2021 TO CITY: Attention: Water Resources Operations Manager City of Livermore 101 W. Jack London Blvd. Livermore, California 94551 TO CONTRACTOR: Attention: Boyd Stanley Polydyne Inc. One Chemical Plant Road Riceboro, GA 31323 23.Waiver. Failure to insist upon the strict performance of any term or conditions in this Agreement, no matter how long the failure continues, is not a waiver of the term or condition and does not bar the right to subsequently demand strict performance. To be effective, a waiver must be in writing and signed by the non-breaching party. 24.Severability. If a court of competent jurisdiction determines a provision in this Agreement is invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force and effect without being impaired in any way. 25. Survival. The terms, conditions, and obligations in Sections 8, 9, 10, and 11 shall survive the completion or termination of this Agreement. 26.Electronic Signatures. By signing this document, you are agreeing that you have reviewed this disclosure information and consent to transact business using electronic communications, to receive notices and disclosures electronically, and to utilize electronic signatures in lieu of using paper documents. You are not required to receive notices and disclosures or sign documents electronically. If you prefer not to do so, you may request to receive paper copies and withdraw your consent at any time. 27.Counterparts. This Agreement may be executed and delivered in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email, or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals and shall be valid and effective for all purposes. Signatures and Attachment List on the Next Page DocuSign Envelope ID: 5AD17302-24DF-4BD3-AD65-D335A51FAAE3DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E Agreement for Services Page 7 Rev. 09.2021 In concurrence and witness whereof, and in recognition of the mutual consideration provided therefore, the parties have executed this Agreement, effective on the date first written above. Dated: Dated: CONTRACTOR: By: Boyd Stanley Title: Vice President CITY OF LIVERMORE: Marianna Marysheva City Manager APPROVED AS TO FORM: Assistant/City Attorney APPROVED AS TO INSURANCE: Risk Manager/Analyst Attachments: Exhibit A – Scope of Work Exhibit B – Insurance Requirements DocuSign Envelope ID: 5AD17302-24DF-4BD3-AD65-D335A51FAAE3 8/24/2023 | 12:36 PM PDT 9/27/2023 | 8:22 PM PDT DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E EXHIBIT A SCOPE OF WORK SCOPE CONTRACTOR shall provide all necessary labor. Equipment, vehicles, supplies, and materials to provide the following service: 1.Supply and deliver CLARIFLOC WE-1196 or CLARIFLOC WE-2614 dewatering polymer to the Livermore Water Reclamation Plant (WRP) located at 101 Jack London Boulevard in Livermore, California. TERMS AND CONDITIONS 1.CONTRACTOR shall deliver polymer to the WRP within 14 days of order. 2.CONTRACTOR shall provide email confirmation to CITY whenever an order has been received. 3.CONTRACTOR or representative must notify CITY staff upon reaching the WRP so that the CITY staff may verify the product being delivered. 4.CONTRACTOR or representative shall connect the delivery truck to the WRP tank and safely discharge polymer into the WRP tank. 5.CONTRACTOR or representative shall clean any spillage of polymer generated during the filling process. 6.CONTRACTOR or representative shall provide a weight tag to CITY for each delivery. COMPENSATION 1.City shall compensate CONTRACTOR at the rate of $1.72 per wet pound. 2.Each year on July 1, beginning in 2024, unit prices will be adjusted by the percentage listed in the Consumer Price Index for All Urban Consumers for the San Francisco- Oakland-Hayward region (CPI-U) using the 12-month change in April. This adjustment will be documented each year through a signed letter from the City to the Contractor. 3.In no event shall a price increase result in more than a 10% increase from the prior annual not-to-exceed price and/or the prior annual unit price. 4.In the event that CONTRACTOR offers polymer to another governmental entity within a 100 mile radius of CITY as a lower price than set forth in this Agreement, CONTRACTOR shall notify the CITY within 30 days of the lower price and provide polymer to the CITY at the same lower price. DocuSign Envelope ID: 5AD17302-24DF-4BD3-AD65-D335A51FAAE3DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E EXHIBIT B INSURANCE REQUIREMENTS Minimum Scope and Limits of Insurance Consultant/Contractor shall maintain limits no less than: 1.Commercial General Liability, including operations, products, and completed operations, as applicable: 5,000,000 per occurrence/$10,000,000 aggregate for bodily injury, personal injury, and property damage. If Commercial General Liability or other form of insurance with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2.Automobile Liability: 2,000,000 per accident for bodily injury and property damage. 3.Workers’ Compensation and Employer's Liability: Statutory limits as required by the State of California including $2,000,000 Employers’ Liability per accident, per employee for bodily injury or disease. A waiver of subrogation is required for Workers’ Compensation insurance. If Consultant/Contractor is a sole proprietor, then they must sign “Contractor Release of Liability”. 4. Professional Liability/Errors and Omissions: 1,000,000 per occurrence. 5.Pollution Liability: 2,000,000 per occurrence. Deductibles and Self-Insured Retention All self-insured retentions (SIR) must be disclosed to Risk Management for approval and shall not reduce the limits of liability. Policies containing any self-insured retention SIR) provision shall provide, or be endorsed to provide, that the SIR may be satisfied by either the named insured or the City of Livermore. The City of Livermore reserves the right to obtain a full certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of no less than A: VII and accepted to do business in the State of California, unless otherwise acceptable to the City of Livermore. Other Insurance Provisions The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1.The City of Livermore, its officers, officials, employees, and designated volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of the Consultant/Contractor; or automobiles owned, leased, hired or borrowed by the Consultant/Contractor. The coverage shall contain no special Revised 9/21/2015 B8 – 5M POL Page 1 DocuSign Envelope ID: 5AD17302-24DF-4BD3-AD65-D335A51FAAE3DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E limitations on the scope of protection afforded to the City of Livermore, its officers, officials, employees, or volunteers. 2.The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. The additional insured coverage under the Consultant’s/Contractor’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance and shall be at least as broad as ISO Form CG 20 10 04 13. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Livermore before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. 3.Any failure to comply with reporting or other provisions of the policy, including breaches of warranties, shall not affect coverage provided to the City of Livermore, its officers, officials, employees, or volunteers. 4.The Consultant’s/Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5.Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party before expiration of the policy unless notice is delivered in accordance with policy provisions. 6.It shall be a requirement under this agreement that any available insurance proceeds broader than, or in excess of, the specified minimum insurance coverage requirements and/or limits shall be available to the additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named Insured; whichever is greater. 7.Certificate Holder section of the insurance certificate should read: City of Livermore, 1052 S. Livermore Avenue, Livermore, CA 94550 Verification of Coverage Consultant/Contractor shall furnish certificates of insurance and endorsement(s) effecting coverage to the City of Livermore for approval. The endorsements shall be on forms acceptable to the City of Livermore. All certificates and endorsements are to be received and approved by the City of Livermore before work commences. The City of Livermore reserves the right to require complete and certified copies of all insurance policies required by this Agreement. Revised 9/21/2015 B8 – 5M POL Page 2 DocuSign Envelope ID: 5AD17302-24DF-4BD3-AD65-D335A51FAAE3DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E 2 CITY OF LIVERMORE BID NO. 4254 FOR: LIQUID CATIONIC POLYMER City of Livermore 1052 S. Livermore Ave. Livermore, CA 94550 REQUEST FOR BID #4254 FOR: LIQUID CATIONIC POLYMER PUBLISHED: JUNE 19, 2023 CLOSES: July 10, 2023 SUBMIT TO: CITY OF LIVERMORE OLIVIA MAHEDY, PURCHASING SPECIALIST 1052 S. LIVERMORE AVE. LIVERMORE, CA 94550 ON OR BEFORE: JULY 10TH, 2023 AT 2PM DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E 3 CITY OF LIVERMORE BID NO. 4254 FOR: LIQUID CATIONIC POLYMER GENERAL TERMS & CONDITIONS 1. Notice is hereby given that the City of Livermore, Alameda County, California, will receive sealed bids for LIQUID CATIONIC POLYMER. 2. Each bid shall be in accordance with specifications and sample agreement on file in the office of the Purchasing Specialist, City of Livermore, 1052 S. Livermore Avenue, Livermore, California 94550, copies of said conditions and specifications may be obtained at: www. Publicpurchase.com website or https://wwwpublicpurchase.com/gems/livermore,ca/buyer/public/hom at no charge. Vendors must register to be a vendor under the City of Livermore and to receive all addendums. 3. Each bid shall be sealed and filed with the Purchasing Specialist at 1052 S. Livermore Avenue, Livermore, CA 94550 prior to 2:00 PM, July 10, 2023. It is the bidder's responsibility to ensure that bids are received prior to the 2:00 p.m. closing time. LATE BIDS WILL NOT BE ACCEPTED! 4. Each bid must be accompanied by a complete copy of these specifications and the proposed agreement. All blanks in specifications must be filled in or bid will be considered unresponsive. Please submit a total TWO (2) sets – one (1) signed original and one (1) copy, mark on upper right-hand corner of coversheet. 5. All prices must be typed or written in ink. Bids written in pencil will not be accepted. Mistakes may be crossed out and corrections inserted adjacent, but the correction must be initialed in ink by the person signing the proposal. 6. Any claim of error by a bidder must be made before the time of the bid opening, otherwise it shall be deemed waived. 7. Any deviation from the attached specifications or substitution of services or materials must be clearly indicated. Complete detailed specifications must accompany any substitutions so specified. DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E 4 CITY OF LIVERMORE BID NO. 4254 FOR: LIQUID CATIONIC POLYMER 8. The City reserves the right to reject any and all bids on any basis deemed to be in the best interest of the City. Any changes, omissions, or variations in specifications or conditions of bidding may be considered cause of rejection. 9. No bidder may withdraw their bid for a period of sixty (60) days after the date set for the opening thereof. 10. The bidder, by submitting their bid, agrees to save, defend, keep, bear harmless, and fully indemnify the said City and any of its officers, officials, agents, employees, or volunteers from all damages, claims for damages, costs, or expenses, whether in law or in equity, that may at any time arise or be set up for an infringement of the patent rights, copyrights, or trade -marks of any person or persons in consequence of the use by said City, or by any of its officers, officials, agents, employees, or volunteers or articles to be supplied under this bid. 11. This Bid will be awarded to the contractor whose bid represents the best value to the City of Livermore. Pursuant to Municipal Code Section 2.68.040 B. The determination of which proposal represents the Best Value shall be based upon but not limited to, the following considerations: • Cost • The ability, capacity, and skill of the contractor to perform the contract or provide the services or equipment required. • The ability of the contractor to provide the services or equipment promptly or within the time specified without delay or interference. • The character, integrity, reputation, judgment, experience, and efficiency of the contractor. • The quality of the contractor’s performance on previous contracts with the City. • The ability of the contractor to provide future maintenance, repair, parts and services for the use of the supplies purchased. 12. All items in bid must comply with the SAE standards and meet all OSHA, State of California and Federal Industrial Safety Orders, and regulations in effect on the date of this invitation for bid. 13. The City of Livermore will furnish exemption certificates for all federal taxes, if required. California State, Alameda County, and City of Livermore taxes are applicable and shall be shown separately. DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E 5 CITY OF LIVERMORE BID NO. 4254 FOR: LIQUID CATIONIC POLYMER 14. Any questions regarding bidding procedures may be directed to the Acting Purchasing Specialist, Olivia Mahedy at (925) 960-43430. Any questions regarding the scope of the bid must be directed to the City through the online question and answer section of www.publicpurchase.com. 15. Bidder’s attention is directed to the following Insurance Requirements. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent awarded bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the Bid and Contract. DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E 6 CITY OF LIVERMORE BID NO. 4254 FOR: LIQUID CATIONIC POLYMER SPECIFICATIONS Bids are requested for furnishing the annual requirements of the City of Livermore, Water Resources Division (WRD). Beginning upon the date of the award of contract and ending thirty-six months after the contract award date, for Cationic Polymers. Multiple polymers may be proposed for inclusion in the contract. Each year, contractor’s representative shall repeat field testing results to ensure that the correct polymer and dosage rates are being used to minimize overall expenses. DELIVERY ADDRESS City of Livermore Water Resources Division 101 Jack London Blvd. Livermore, CA 94550 DELIVERY COST Price quoted shall include all delivery and unloading charges. PRODUCT TESTING The objective is to find the best polymer for WRD processes, sludge makeup and overall budget. The least expensive polymer may not be the least expensive per pound; other factors such as required concentration for optimal effectiveness will be among the considerations. Field and lab testing to determine the optimal polymer will c ommence beginning June 21, 2023. The last day to conduct Field and lab testing is June 28, 2023. No requests will be considered after this date. Contacts for scheduling Field and lab testing: Kevin Kepler or Jimmie Truesdell (925) 960 -8100 Consideration of submitted proposal will only be given to Bidders who complete BOTH field and lab testing. Samples should be provided at no cost to the City. REFERENCES Please provide contact information for three references from current customers. DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E 7 CITY OF LIVERMORE BID NO. 4254 FOR: LIQUID CATIONIC POLYMER SPECIFICATIONS/TECHNICAL INFORMATION : PURPOSES OF POLYMER: For waste activated sludge thickening and the de -watering of anaerobically digested domestic sludge using belt filter presses. AVERAGE MONTHLY AMOUNT OF SOLIDS TO BE PROCESSED: 1.6 to 1.9 million gallons. MATERIAL CODE: Liquid, Cationic Polymer, or equivalent. ESTIMATE ANNUAL USAGE: 198,000 LBS (Wet Wt.) Bidders shall provide the following information on the BIDDERS PROPOSAL form: Brand name quoted: __________________ Price per pound (Wet Wt): _________$/LB FOB Destination Price to include De-scaling Agent, if required Dosage: ___________ DELIVERY The City requires delivery within fourteen (14) calendar days after receipt of order. In no case will bids be considered that take exception to the delivery requirements. ILLUSTRATIVE AND TECHNICAL DATA Bidder is to submit with proposal, complete Illustrative and Technical Data on materials or equipment proposed to be furnished. Failure to furnish such data may void bid. ESTIMATED QUANTITIES The quantities stated herein are estimates only of the City’s requirements. Contractor agrees to furnish more or less than the estimates in accordance with actual needs as they occur throughout the contract period at the unit price quoted. DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E 8 CITY OF LIVERMORE BID NO. 4254 FOR: LIQUID CATIONIC POLYMER HAZARDOUS SUBSTANCE This specification includes products that may contain hazardous substances shown on the list prepared by the Director of Industrial Relations of the State of California pursuant to California Labor Code Sections 6380 -6386.Safety Data Sheet(s) (SDS) prepared in compliance with Title 8, California Code of Regulations, Section 5194, shall accompany this bid. If any of the ingredients of the product bid is a Carcinogen as shown on the most current list prepared by the International Agency for Research on Cance r (IARC), bidder shall separately identify such ingredients as a Carcinogen. Bidder is advised that the product will not be accepted unless (1) the product may be used safely and (2) No acceptable Non-Carcinogenic Substitute is available. The selected Polymer(s) shall not create any problem with reuse options for the City’s biosolids wet cake nor pose any health threats to operations personnel. Use of Polymer shall not cause excessive concentrate foaming or result in scale formation in polymer distribution lines. Addition by the vendor of the appropriate scale inhibitor may be required at no cost to the City. A copy of the SDS shall accompany each shipment of the product to a city facility. The following information must be provided on the invoice for each delivered shipment of Polymer. 1. Order date, time, and person placing order. 2. Delivery date and time. 3. Liquid pounds of Polymer delivered. 4. Total solids concentration of Polymer delivered. 5. Wet tons of Polymer delivered. 6. Price of Polymer, based on dry pounds. 7. Total charge for Polymer delivery. Each Polymer delivery shall be accompanied by one representative sample of the delivered batch (500ml) which is to be given to the Duty Operator accepting the shipment. The sample shall include the name of the vendor, polymer brand, date, and batch number. DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E 9 CITY OF LIVERMORE BID NO. 4254 FOR: LIQUID CATIONIC POLYMER BIDDER'S PROPOSAL The undersigned bidder declares that he/she has carefully examined the General Conditions and Specifications and agrees to furnish the services so covered to the City of Livermore. The undersigned further declares that this proposal is made according to the provisions and under the terms of the "Notice to Bidders" which document is made a part of this proposal. PURCHASING SPECIALIST City of Livermore 1052 South Livermore Avenue Livermore, California 94550 LIQUID CATIONIC POLYMER Brand name quoted: ________________________________________ Price per pound (Wet wt.): _________________$/LB FOB Destination Price to include De-scaling Agent, if required Dosage: ______________________ DATE: ________________________ BY: ______________________________________________________ (PLEASE SIGN) (PRINT NAME & TITLE) COMPANY: ____________________________________________________________ ADDRESS: ____________________________________________________________ ____________________________________________________________ PHONE: ___________________________E-MAIL: ___________________ ALL BLANKS IN SPECIFICATIONS MUST BE FILLED IN OR BID WILL BE CONS IDERED UNRESPONSIVE. EACH BID MUST BE ACCOMPANIED BY A COMPLETE COPY OF THESE SPECIFICATIONS, INCLUDING ANY ADDENDA ISSUED (IF ANY). DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E 10 CITY OF LIVERMORE BID NO. 4254 FOR: LIQUID CATIONIC POLYMER ACKNOWLEDGEMENT FORM Bidder’s acknowledgement and submittal of acceptance of the City of Livermore’s terms and conditions of Bid #4254: Date __________________ Company Name: _______________________________________________ Address: _______________________________________________ _______________________________________________ Phone Number: _______________________ Fax: ___________________ Cell: _______________________ E-mail Address: _______________________________________________ Authorized Signature of Bidder: _________________________ Print Name of Bidder: _________________________ *** Bid responses must be received either by mail or hand delivered to; City of Livermore, Attn: , 1052 S. Livermore Ave., Livermore, CA 94550 By 2PM, Monday, July 10, 2023. *** DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E Chat Help Logout Information Deleted: Deleted Information Added: Added Home Search Browse My Stuff Tools Bid RFB #4254 - LIQUID CATIONIC POLYMER Addendum #1 - Addendum Bid Type RFB Bid Number 4254 Title LIQUID CATIONIC POLYMER Start Date Jun 19, 2023 7:00:43 AM PDT End Date Jul 1017, 2023 2:00:00 PM PDT Agency City of Livermore (CA) Bid Contact Olivia Mahedy (925) 960-4328 osmahedy@livermoreca.gov 1052 S. Livermore Ave. Livermore, CA 94550 Description Notice is hereby given that the City of Livermore invites sealed bids for LIQUID CATIONIC POLYMER. Each bid shall be in accordance with the conditions and specifications on file in the office of the Purchasing Specialist, 1052 South Livermore Avenue, Livermore, California 94550, copies of said conditions and specifications may be obtained at: www.publicpurchase.com website or https://www.publicpurchase.com/gems/livermore,ca/buyer/public/home at no charge. Each bid shall be in accordance with the conditions and specifications on file in the Purchasing Office, 1052 South Livermore Avenue, Livermore, California 94550, where copies of said conditions and specifications may be inspected or obtained at no charge. All bids must be on the form provided, enclosed in a sealed envelope and clearly identified with bid title, name of bidder and date of bid opening to preclude premature opening of bid. PRODUCT TESTING Field and lab testing to determine the optimal polymer will commence beginning June 21, 2023. The last day to conduct Field and lab testing is June 28, 2023. No requests will be considered after this date. Delivery Information *** Responses must be received either by mail or hand delivered to; City of Livermore, Attn: Olivia Mahedy, Acting Purchasing Specialist, 1052 S. Livermore Ave., Livermore, CA 94550 by 2PM, on Monday July 10, 2023.*** NO LATE BIDS ACCEPTED. Documents Name Posting Date Acceptance Bid 4254 -Poly Bid Spec 20 Jun 16, 2023 4:04:09 PM PDT No Attachment A - Sample GS Jun 16, 2023 3:46:33 PM PDT No DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E DocuSign Envelope ID: 1FF4849F-D0C4-43EB-83AE-22DF37EEE58E City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1716 Agenda Date:12/7/2023 Agenda #: 1.-V. REPORT TO THE CITY COUNCIL FROM:BROCK D. BUCHE, PE, PLS, Director Department of Public Utilities BY:PETER MARACCINI, PE, PhD, Public Utilities Manager Department of Public Utilities - Utilities Planning & Engineering SUBJECT Approve the Fifth Amendment to the consultant services agreement with Carollo Engineers, Inc., to extend the term of the agreement from December 31, 2023, to December 31, 2025 to respond to pending comments from the Central Valley Regional Water Quality Control Board (Regional Board) (Citywide). RECOMMENDATIONS Staff recommends that City Council approve the Fifth Amendment to the consultant services agreement (Agreement) with Carollo Engineers, Inc., (Consultant), to extend the term of the Agreement from December 31, 2023 to December 31, 2025, allowing the Consultant to respond to the Central Valley Regional Water Quality Control Board (Regional Board) pending comments on compliance documents previously submitted to the Regional Board for review; and authorize the Director of Public Utilities, or designee, to sign the amendment on behalf of the City of Fresno (City). EXECUTIVE SUMMARY The Wastewater Management Division operates the Fresno-Clovis Regional Wastewater Reclamation Facility (RWRF) in accordance with Waste Discharge Requirements Order R5-2018- 0080 (WDR), which is administered by the Regional Board. To remain in compliance with the requirements, the City entered into an Agreement with the Consultant to prepare various workplans and reports following the schedule established by the WDR. The Consultant has completed all compliance activities and submitted the required documents to the Regional Board for review and comment. To date, the City has not received a letter of determination from the Regional Board illustrating the City’s compliance with the WDR. As the scope of work requires that the Consultant respond to all comments and revisions required in response to the review, the City and the Consultant desire to extend the term of the Agreement from December 31, 2023, to December 31, 2025. The Fifth Amendment to Agreement will not increase the total contract amount. BACKGROUND City of Fresno Printed on 12/22/2023Page 1 of 3 powered by Legistar™ 12/07/2023 GB/NE 7-0 APPROVED ON CONSENT File #:ID 23-1716 Agenda Date:12/7/2023 Agenda #: 1.-V. The Wastewater Management Division operates the RWRF in accordance with the WDR which is administered by the Regional Board.The WDR is the regulatory document that establishes limits on final effluent discharges from the RWRF and on the receiving groundwater.Provision J of the WDR provides a schedule for a series of workplans and reports to be completed by the City in order to remain in compliance with the requirements. On May 21,2019,the City entered into a $250,000 Agreement with the Consultant to prepare workplans for evaluation of the existing groundwater monitoring well network and an arsenic and manganese assessment at the RWRF (Workplans)as required by the WDR.As part of this effort,the Regional Board further required that the City conduct arsenic and manganese (As/MN)water quality sampling of domestic and agricultural wells in the vicinity of the RWRF.As such,on October 25, 2019,City Council approved the First Amendment to Agreement to increase the total fee by $49,287 and to expand the scope of services. On April 9,2020,City Council approved the Second Amendment to Agreement to increase the total fee by $690,044 and extend the Agreement term to October 29,2021.The Second Amendment expanded the scope of services to include support during implementation of the As/Mn Assessment in accordance with the approved Workplans as well as completion of the As/Mn Report as required by the WDR. In accordance with the approved Workplans,the City began construction of additional wells within the existing groundwater monitoring well network to improve monitoring capabilities in the vicinity of the RWRF.On October 14,2021,City Council approved the Third Amendment to Agreement,expanding the scope of services to include Consultant support during construction of the monitoring wells and review of groundwater data collected from the new wells and other wells.The Third Amendment utilized the remaining funds in the Agreement and extended the term to December 31, 2023. The Fourth Amendment to Agreement was approved by City Council on January 6,2023,increasing the total contract amount by $111,810 for a total fee not to exceed $1,101,141.The Fourth Amendment captured additional efforts required by the Consultant to modify the As/Mn Report as required by the WDR and further expanded the scope of services to allow for the evaluation of water quality data relevant to the As/Mn Assessment.The Fourth Amendment additionally allowed for the preparation of the first Annual Monitoring Report to inform the Regional Board of the RWRF’s performance and conformance data. The Consultant has completed all compliance activities and submitted the required documents to the Regional Board for review and comment.To date,the City has not received a letter of determination from the Regional Board illustrating the City’s compliance with the WDR.As the scope of services requires that the Consultant respond to all comments and revisions required in response to the review,the City and the Consultant desire to extend the term of the Agreement from December 31, 2023 to December 31, 2025. The City Attorney’s Office has reviewed the Fifth Amendment to Agreement and approved as to form. Upon approval by the City Council,the Fifth Amendment to Agreement will be executed by the Director of Public Utilities or designee. City of Fresno Printed on 12/22/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1716 Agenda Date:12/7/2023 Agenda #: 1.-V. ENVIRONMENTAL FINDINGS By the definition of the California Environmental Quality Act (CEQA)Guidelines Section 15378,the amending of this consultant services agreement is not a “Project” for the purposes of CEQA. LOCAL PREFERENCE Local preference does not apply to this action because this is an amendment to an existing consultant services agreement. FISCAL IMPACT There is no impact to the General Fund.Funding for the Agreement is included in the Wastewater Management Division’s Operations and Maintenance budget within the Wastewater Enterprise Fund 40501.No additional appropriations are necessary.The RWRF is located in Council District 3, however, the benefit of the services described is citywide. Attachments: Attachment 1 - Fifth Amendment to Agreement Attachment 2 - Fourth Amendment to Agreement Attachment 3 - Third Amendment to Agreement Attachment 4 - Second Amendment to Agreement Attachment 5 - First Amendment to Agreement Attachment 6 - Consultant Services Agreement City of Fresno Printed on 12/22/2023Page 3 of 3 powered by Legistar™ 1 FIFTH AMENDMENT TO AGREEMENT THIS FIFTH AMENDMENT TO AGREEMENT (Fifth Amendment) made and entered into as of this _____ day of ____________ 2023, amends the Agreement entered into between the CITY OF FRESNO, a California municipal corporation (City), and CAROLLO ENGINEERS, INC., a Delaware corporation (Consultant). RECITALS WHEREAS, the City’s Wastewater Management Division operates the Fresno- Clovis Regional Wastewater Reclamation Facility (RWRF) in accordance with Waste Discharge Requirements (WDR) Order R5-2018-0080 adopted by the Central Valley Regional Water Quality Control Board (Board) on December 13, 2018; and WHEREAS, the City and Consultant entered into an agreement on May 21, 2019, (Agreement) to provide professional consulting services for the preparation of workplans for the evaluation of the existing groundwater monitoring network and an arsenic and manganese assessment at the RWRF (Workplans) as required by the WDR for a total fee of $250,000; and WHEREAS, the First Amendment to Agreement, made and entered into on October 25, 2019, expanded the scope of services to include an evaluation of domestic wells located in the vicinity of the RWRF in preparation of the Workplans and as required by the Board, and provided an increase in the amount of $49,287 for a total fee of $299,287; and WHEREAS, the Second Amendment to Agreement, made and entered into on April 16, 2020, expanded the scope of services to include completion of the Arsenic and Manganese Groundwater Compliance Assessment Report (As/Mn Report) as required by the WDR and in accordance with the approved Workplans, provided an additional increase in the amount of $690,044 for a total fee of $989,331, and provided an extension to the Agreement; and WHEREAS, the Third Amendment to Agreement, made and entered into on October 18, 2021, expanded the scope of services to include support for the construction of groundwater monitoring wells and review of groundwater data utilizing existing funds, and provided an extension to the Agreement; and WHEREAS, the Fourth Amendment to Agreement, made and entered into on January 6, 2023, increased the compensation by $111,810 allowing for continued support during the implementation of the Arsenic and Manganese Groundwater Compliance Assessment and the Workplans, as well as preparation of the resulting technical report required by the WDR; and WHEREAS, the Consultant has completed all required compliance activities and submitted the documents to the Board for review and comment, but has not received a letter of determination from the Board illustrating the City’s compliance with the WDR; and WHEREAS, the scope of work requires that the Consultant respond to all comments and revisions required by the Board as a result of the review, and as such, the City and the Consultant desire to extend the term of the Agreement; and WHEREAS, with entry into this Fifth Amendment, the Consultant agrees it has no DocuSign Envelope ID: 15F9EFF2-AE43-4ABE-9D0C-084BCA58DB81 2 claim, demand, or dispute against the City. AGREEMENT NOW, THEREFORE, the parties agree that the Agreement be amended as follows: 1. The recitals listed above are incorporated herein and made a part of this Fifth Amendment. 2. Section 2 of the Agreement is amended in its entirety to read as follows: “2. Term of Agreement and Time for Performance. This Agreement shall be effective from the date first set forth above and shall continue in full force and effect through the earlier of complete rendition of the services hereunder or December 31, 2025, subject to any earlier termination in accordance with this Agreement. The services of the Consultant as described in Exhibit A, Exhibit A1, Exhibit A2.1, and Exhibit A3 are to commence upon the City’s issuance of a written “Notice to Proceed.” Work shall be undertaken and completed in a sequence assuring expeditious completion. 3. Except as otherwise provided herein, the Agreement entered into by the City and the Consultant, dated May 21, 2019, and amended on October 25, 2019, April 16, 2020, October 18, 2021, and January 6, 2023, remains in full force and effect. [Signatures follow on the next page.] DocuSign Envelope ID: 15F9EFF2-AE43-4ABE-9D0C-084BCA58DB81 3 IN WITNESS WHEREOF, the parties have executed this Fifth Amendment at Fresno, California, the day and year first above written. CITY OF FRESNO, A California municipal corporation By: Brock D. Buche, PE, PLS Director of Public Utilities APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Brandon M. Collet Date Supervising Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk By: Date Deputy Addresses: CITY: City of Fresno Attention: Anita Luera Project Manager 1626 E Street Fresno, CA 93706 Phone: (559) 621-1625 E-mail: Anita.Luera@fresno.gov CAROLLO ENGINEERS, INC., A Delaware corporation By: Name: Title: (If corporation or LLC., Board Chair, Pres. or Vice Pres.) By: Name: Title: (If corporation or LLC., CFO., Treasurer, Secretary or Assistant Secretary) CONSULTANT: Carollo Engineers, Inc. Attention: Ryan Sellman, PE Vice President 1401 Fulton Street #802 Fresno, CA 93721 Phone: (559) 436-6616 E-mail: RSellman@carollo.com DocuSign Envelope ID: 15F9EFF2-AE43-4ABE-9D0C-084BCA58DB81 Ryan Sellman Vice President 11/8/2023 Anne E Prudhel 11/9/2023 Senior Vice President 11/9/2023 Clerk Attesting )2857+$0(1'0(1772$*5((0(17 7+,6)2857+$0(1'0(1772$*5((0(17 )RXUWK$PHQGPHQW PDGHDQG HQWHUHGLQWRDVRIWKLVBBBBBGD\RIBBBBBBBBBBBBDPHQGVWKH$JUHHPHQWHQWHUHG LQWR EHWZHHQ WKH &,7< 2) )5(612 D &DOLIRUQLD PXQLFLSDO FRUSRUDWLRQ &LW\ DQG &$52//2(1*,1((56,1&D'HODZDUHFRUSRUDWLRQ &RQVXOWDQW 5(&,7$/6 :+(5($6 WKH &LW\¶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hird Amendment) made and entered into as of this I frfh day of October 2021, amends the Agreement entered between the CITY OF FRESNO, a California municipal corporation (City), and CAROLLO ENGINEERS, INC., a Delaware corporation (Consultant). RECITALS WHEREAS, the City's Wastewater Management Division operates the Fresno- Clovis Regional Wastewater Reclamation Facility (RWRF) in accordance with Waste Discharge Requirements (WDR) Order RS-2018-0080 adopted by the Central Valley Regional Water Quality Control Board (Board) on December 13, 2018; and WHEREAS, City and Consultant entered into an agreement on May 21, 2019, (Agreement) to provide professional consulting services for the preparation of workplans for the evaluation of the existing groundwater monitoring well network and arsenic and manganese assessment at the RWRF (Workplans) as required by the WDR for a total fee of $250,000; and WHEREAS, the First Amendment, made and entered into on October 25, 2019, expanded the scope of services to include an evaluation of domestic wells located in the vicinity of the RWRF in preparation of the Workplans and as required by the Board, and provided an increase in the amount of $49,287 for a total fee of $299,287; and WHEREAS, the Second Amendment, made and entered into on April 16, 2020, expanded the scope of services to include completion of the Arsenic and Manganese Groundwater Compliance Assessment Report (Report) as required by the WDR and in accordance with the approved Workplans, provided an additional increase in the amount of $690,044 for a total fee of $989,331, and provided an extension to the Agreement; and WHEREAS, the City will be constructing groundwater monitoring wells in accordance with the approved Workplans and the Report, and desires that the Consultant provide ongoing support for construction of the wells and implementation of certain components of the WDR, the approved Workplans, and the Report; and WHEREAS, the City and the Consultant desire to expand the Scope of Services to include the ongoing support services, utilize remaining contract funds for said expanded services, and extend the term of the Agreement to December 31, 2023; and WHEREAS, with entry into this Third Amendment, the Consultant agrees it has no claim, demand, or dispute against the City. 1 AGREEMENT NOW, THEREFORE, the parties agree that the Agreement be amended as follows : 1 . The recitals listed above are incorporated herein and made a part of this Third Amendment. 2. Exhibit A2 of the Agreement is removed in its entirety and is replaced with scope of services indicated in Exhibit A2.1 attached hereto and incorporated herein by reference. 3. Section 2 of the Agreement is amended in its entirety to read as follows : "2. Term of Agreement and Time for Performance. This Agreement shall be effective from the date first set forth above and shall continue in full force and effect through the earlier of complete rendition of the services hereunder or December 31, 2023, subject to any earlier termination in accordance with this Agreement. The services of Consultant as described in Exhibit A and any subsequent Amendments thereto are to commence upon City's issuance of a written "Notice to Proceed." Work shall be undertaken and completed in a sequence assuring expeditious completion, but in any event, all such services shall be completed within 1685 consecutive calendar days from such authorization to proceed." 4. Except as otherwise provided herein, the Agreement entered into by City and Consultant, dated May 21, 2019, as amended on October 25, 2019 and April 16, 2020, remains in full force and effect. [Signatures follow on the next page.]. 2 IN WITNESS WHEREOF, the Parties have executed this Third Amendment at Fresno, California, the day and year first above written. CITY OF FRESNO, A municipal corporation By:~/~ Michael Cari?a}ai; Director Department of Public Utilities APPROVED AS TO FORM: DOUGLAS T. SLOAN City All~ nP By: rva Pauline Brickey Deputy City Attorney ATTEST: BRIANA PARRA, CMC Interim City lerk Attachment: Exhibit A2.1 3 CAROLLO ENGINEERS, INC., A Delaware corporation By: ~k02r Name: fu Wtttis Title: ¼io ✓ V1u-, ffajcb.J (If corporation or LLC ., Board Chair, Pres. or Vice Pres.) By: mid112t4 W. &v11D- Name: Mi chae l w, Barnes Title: f (If corporation or LL ., CFO., Treasurer, Secretary or Assistant Secretary EXHIBIT A2.1 THIRD AMENDMENT TO SCOPE OF SERVICES Consultant Service Agreement between the City of Fresno (City) and Carollo Engineers, Inc. (Consultant) WORKPLANS FOR THE GROUNDWATER MONITORING NETWORK AND ARSENIC & MANGANESE GROUNDWATER ASSESSMENT Under the original Agreement, Carollo Engineers, Inc. (Carollo), in association with Luhdorff & Scalmanini, Consulting Engineers (LSCE), are authorized to provide professional engineering services to prepare Workplans for the Groundwater Monitoring Network and Arsenic (AS) and Manganese (Mn) Groundwater Assessment. Carollo/LSCE will deliver the following services to Fresno/Clovis Regional Wastewater Reclamation Facility (RWRF) under the terms of Professional Engineering Services for the Fresno/Clovis Regional Wastewater Reclamation Facility Workplans for the Groundwater Monitoring Network and Arsenic and Manganese Groundwater Assessment. The initial scope of work (Tasks 1-5) includes services for Carollo/LSCE to complete two workplans that are required by the Waste Discharge Requirements (WDR) for the RWRF. The first workplan (As/Mn Workplan) establishes the activities and tasks to be conducted to evaluate the impact of As and Mn beneath and downgradient of the RWRF. The second workplan establishes the activities and tasks to be conducted to evaluate the current groundwater monitoring network and its adequacy to characterize the influence on groundwater quality (including arsenic and manganese concentrations) in the vicinity of the RWRF. Amendment No. 1 expands the scope of work to include a sampling program for one round of sampling of domestic and agricultural wells in the vicinity of the RWRF. The water quality results will be evaluated and used to inform the As/Mn Workplan, and also to support the City's upcoming Initial Assessment for Nitrates, anticipated to begin around the year 2020-2021. The sampling program is covered in Task 6 (Domestic/Agricultural Well Sampling Project). Amendment No. 2 expands the scope of work to include completion of the Arsenic and Manganese Groundwater Compliance Assessment (As/Mn Assessment), using data collected and evaluated through the work accomplished in Tasks 1-6. The WDR requires the City to complete and submit the As/Mn Assessment Report no later than June 7, 2021. The scope of work for the As/Mn Assessment and associated schedule have been developed to meet this deadline. Amendment No. 3 expands the scope of work to include ongoing support for construction of the groundwater monitoring wells the City will be constructing in according with the Workplans and as approved by the Regional Board. Amendment 3 will also allow for ongoing review of groundwater data collected from the new monitoring wells and other wells as it becomes available. The As/Mn Assessment is covered under Tasks 7-13 in this Scope of Work. The As/Mn Assessment, the As/Mn Workplan, and the Domestic/Agricultural Well Sampling Project are all intertwined, and the work developed in prior Tasks 1-6 inform and provide the foundation for the As/Mn Assessment. Coordinating the work in Tasks 1-6 with the As/Mn Assessment tasks will be critical to meeting the submission deadline for the As/Mn Assessment. Page 1 of 12 PURPOSE Consultant to complete an As/Mn Assessment in accordance with the approved As/Mn Workplan submitted in December 2019. The Scope of Work assumes the As/Mn Workplan will be approved by the Regional Board by December 31, 2019. The Scope includes all elements associated with Tasks ii. and iii. of Provision J.1.a. of the WDR. Task Description Due Date ii . Arsenic and Manganese Groundwater Compliance Assessment Report No later than 1/une 7, 2021 Submit the final Arsenic and Manganese Groundwater Compliance Assessment Report in accordance with the approved Workplan submitted pursuant to Task i of Provision J.l.a. If it is determined through the assessment that elevated arsenic and manganese concentrations have or threaten to impact downgradient domestic wells, the Report shall propose corrective actions (e.g., supplying drinking water to the user(s) of the impacted wells). iii . 'Annually, submit a technical report that includes: February 1, l} An update on the preparation/implementation of the Arsenic and l2021 Manganese Groundwater Compliance Assessment Report, 2) An analysis of the groundwater quality for arsenic and manganese, and an evaluation whether the arsenic and manganese concentrations at the approved compliance wells are below the applicable arsenic and manganese groundwater limits. CONSULTANT'S SERVICES The approach to the Groundwater Compliance Assessment is summarized in the workflow diagram shown in Figure 1. The approach comprises three separate, but concurrent, workflows: (1) expansion of the monitoring well network as recommended in the Monitoring Well Network Evaluation and Well Installation Workplan (Tier 1), (2) development and application of numerical flow, transport and reactive transport models for assessing future groundwater quality conditions and determining appropriate locations for the points of compliance, and (3) sampling of domestic and agricultural wells and identification of impacted downgradient users. Tier 1 expansion of the monitoring well network will be implemented concurrently with the proposed compliance assessment; however, monitoring results from newly installed wells may not be available for inclusion in the assessment. The domestic and agricultural well sampling workflow includes the following major tasks: • Evaluate Results of Phase 1 Domestic and Agricultural Well Sampling. • Coordinate with the City on the implementation of Phase 2 Domestic and Agricultural Well Sampling. • Evaluate Results of Phase 2 Domestic and Agricultural Well Sampling. • Determine Impacted Domestic Wells. • Determine/Propose Corrective Actions. The numerical modeling and compliance assessment workflow includes the following major tasks : Page 2 of 12 • Develop Numerical Flow and Transport Models. • Use Models to Assess Future Conditions. • Re-evaluate Monitoring Well Network. • Identify Points of Compliance. • Provide Recommendations for Tier 2 Monitoring Well Network. At the conclusion of all three workflows, the Compliance Assessment will be documented in an Arsenic and Manganese Groundwater Compliance Assessment Report. Each of the tasks listed above for the Domestic and Agricultural Well Sampling Workflow and Modeling and Compliance Assessment Workflow is described in greater detail below. The City will be solely responsible for implementing the expansion of the monitoring well network as recommended in the Monitoring Well Network Evaluation and Well Installation Workplan; no tasks related to this workflow are included in the following scope. Task 7. Evaluate Results of Domestic and Agricultural Well Sampling. 7 .1. Phase 1 Sampling For Phase 1 of the Domestic and Agricultural well survey, the City collected samples from a smaller number of domestic and agricultural wells that were either located closer to the RWRF and /or were included in the previous 2003 well survey and that the well owner had granted permission to sample in the response to the questionnaire or in a door-to-door interview. The City began collecting samples from these wells in October 2019, but sample results were not available in time to be fully incorporated into the evaluations presented in the As/Mn Workplan. Therefore, the first task in Phase 2 will be to further evaluate these sampling results and add the data into the evaluations for further use in Phase 2. For this evaluation, the data will be quality-checked by reviewing the sample collection records, field parameter data, and laboratory reports; any potential issues identified through this review process will be resolved before the data are approved for use. Once approved, the data will be added to the Fresno RWRF Groundwater Data Information System. Once uploaded in to the database, this data will be included in the development of the numerical flow and transport models. Arsenic speciation and isotope data will be included in this evaluation. 7 .2. Phase 2 Sampling Collection of samples from the Phase 2 group of domestic and agricultural wells will begin as soon as possible after the start of the project. During the Administrative process leading up to the start of the Phase 2 Assessment, the City will continue outreach efforts started in Phase 1 to obtain permission to sample from additional well owners identified in Phase 1. Results from Phase 2 sampling of domestic and agricultural wells will be evaluated and incorporated into the evaluations presented in the As/Mn Compliance Assessment. To minimize potential re-work, this evaluation process will not begin until results are received from all of the Phase 2 wells. Just as for the Phase 1 sampling results, the data collected in Phase 2 will be quality-checked by reviewing the sample collection records, field parameter data, and laboratory reports; any potential Page 3 of 12 issues identified through this review process will be resolved before the data are approved for use. Once approved, the data will be added to the Fresno RWRF Groundwater Data Information System. 7 .3. Determine Impacted Domestic Wells The results of both phases of the domestic well sampling program will be used to identify domestic wells that may be impacted by RWRF operations. A thorough, in-depth evaluation will be completed for each of the wells preliminarily identified by initial screening as being potentially impacted by RWRF operations to determine if RWRF operations have resulted in the observed elevated concentrations of arsenic and/or manganese. Other factors to be included in this evaluation may include location of the well in relation to the RWRF (e.g., upgradient, downgradient, cross-gradient), distance from the RWRF disposal ponds, other land uses in the vicinity of the well, concentrations of other constituents in the samples, and other data and information deemed relevant. A key aspect of this analysis is to determine whether RWRF operations have, or could in the future, contribute to an exceedance of the MCL for arsenic or manganese at one of these locations. Task 7 Deliverables: • Updated databases of groundwater monitoring data and geospatial features. • Constituent maps showing domestic and agriculture well results. • Map of impacted domestic wells. Task 8. Determine/Propose Corrective Actions This task assumes there will be at least one domestic well tapping groundwater under the influence of the RWRF with arsenic or manganese concentrations exceeding the applicable MCL. If it is found in Task 7.3 that no domestic wells are impacted by RWRF operations, this task would be eliminated. Carollo/LSCE will develop a plan that identifies specific activities, and a schedule for implementing those activities, that will be undertaken to ensure immediate access to safe drinking water for those who are dependent on wells that provide groundwater with arsenic or manganese exceeding the applicable MCL. Development of the plan will include the following tasks: a.) Identification of Potentially Affected Groundwater Users and Outreach. Provide process to identify affected residents and the outreach utilized to ensure that impacted groundwater users are informed of and given the opportunity to participate in the development of proposed solutions b.) Actions and Schedule of Implementation. Propose specific actions and a schedule of implementation to address the immediate drinking water needs of those affected groundwater users that do not otherwise have interim replacement water that meets drinking water standards c.) Preparation of Plan Report. The Corrective Action Plan will be documented as a Technical Memorandum and will be included as a separate chapter within the overall Compliance Assessment Report Task 8 Deliverables: • Corrective Action Plan TM . Page 4 of 12 Task 9. Develop Numerical Flow and Transport Models Development and calibration of the numerical flow and transport models is the longest duration task of the Phase 2 assessment, and this task is critical for determining appropriate locations for the points of compliance. Therefore, this task (particularly flow model development} will begin immediately at the start of Phase 2 concurrent with evaluation of the Phase 1 domestic and agricultural well sampling results and implementation of Phase 2 sampling. The proposed level of effort for modeling has been developed in light of the recent information on water quality results for the domestic and ag well sampling and also the additional analytes for the monitoring wells at the RWRF. Some factors include: • Based on the first round of water quality sampling, the constituents of interest, for reactive transport in particular, are not widespread geographically. This will allow the modeling to focus more on a smaller area and reduces the number of reactive transport model input datasets needed, as well as reduces the post-processing and calibration of this aspect of the model. Recognizing that the water quality datasets are limited for most constituents outside of the facility, the assumed effort for analysis and interpolation through space and time for these constituents, e.g. carbonate system constituents, etc., has been reduced. Model development will be conducted in accordance with the process described in Section 8 of the As/Mn Workplan. Initial development of the flow and transport models will be based on available hydrogeologic and analytical data. Existing hydrogeologic information will be used to develop model hydraulic parameters. Additional data from the Phase 2 domestic and agricultural well sampling along with data from the RWRF monitoring network, including new analytes added in October 2019, will be incorporated into model development. New data will also be considered in the selection of important geochemical processes to be simulated in the chemical reaction network of the reactive transport model. 9.1 Flow Model Development and Calibration The numerical flow model will be established with appropriate initial and boundary conditions. The numerical flow model elements are provided below: a} Define the flow model extent to be larger than the As/Mn reactive transport model for future nitrate transport modeling b} Determine the grid spacing, model layering, simulation time, and temporal and spatial discretization c} Develop the three-dimensional distribution of the subsurface heterogeneity by assigning initial values of associated parameters (hydraulic conductivity, specific storage, and specific yield}. These parameters will be determined based on hydrogeologic conceptualization in the vicinity of the RWRF and will capture the heterogeneity encountered if] the subsurface as seen in well completion reports and lithology logs in the area d} Assign initial conditions of the hydraulic head at start of the model simulation time. Initial groundwater levels will be based on interpolated contour maps of groundwater elevation for each model layer Page 5 of 12 e) Assign boundary conditions along the model domain area f) Assign appropriate source and sink terms that can simulate hydrologic features (wells, pond, canals, and irrigated lands) that represent physical features within the study area where water enters and leaves the aquifer system g) Calibrate the flow model by adjusting hydraulic parameters, boundary conditions, and source/sink parameters to obtain a good match (within a reasonable range) between simulated and measured groundwater hydraulic heads h) Results of the calibrated flow model will be presented in different formats (tables, time-series plots, cross sections, and maps). The results include model fit descriptive statistics, water budgets, and groundwater levels in different vertical horizons and for different time scales. 9.2 Transport Model Development and Calibration The development and calibration of the numerical transport model will simulate the fate and transport of conservative constituents (TDS and chloride). This wil_l involve using the calibrated flow model flux output as described above and incorporating transport parameters and features. The numerical transport model elements are provided below: a) Define the transport model extent, which is same as the flow model domain b) Define the temporal discretization of the numerical transport model which will be finer than flow model temporal discretization c) Transport parameters (porosity, dispersivity, and effective diffusion coefficient) initial values will be assigned based on literature values considering soil class and constituent type. d) Assign initial conditions for TDS and chloride concentrations at the start of the model simulation time. e) Assign TDS and chloride concentrations to boundary conditions and sources with associated hydrologic features water fluxes f) Transport model calibration and sensitivity targets and calibration criteria will be developed, focusing on achieving a representative fit to measured TDS and chloride concentrations. Transport parameters such as porosity and dispersivity will be adjusted to improve the model fit. g) Post processing of the model runs and calculating model fit statistics will be used to evaluate and present model output and findings in the form of text, tables, time-series plots, and maps. 9.3 Reactive Transport Model Development and Calibration Similar to the approach for conservative constituents above, the development and calibration of the numerical reactive transport model will simulate the fate and transport of reactive constituents by adding the effect of chemical reactions in solute concentrations as sources or sinks in the governing equation. The numerical reactive transport model elements are provided below: a) A chemical reaction network (CRN) will be established and defined to understand the way that constituents react chemically in their environment. The most important chemical reaction simulated for this study is the redox reaction that controls the existence of arsenic and manganese in a solid or aqueous phase. The mineral forms of arsenic and manganese will be considered, and the reductive environment will be examined that leads to mobilization of arsenic and manganese in the model domain area. Acid/base reactions may be considered, given the existence of the carbonate system in the system (e.g., hydroxide, carbonate, and Page 6 of 12 bicarbonate). Reactive components and chemical reaction types will be defined in this stage. b) Define the reactive transport model extent, which is smaller than the flow model domain c) Define the temporal discretization of the numerical reactive transport model, which will be similar to or finer than temporal discretization for the transport model d) Assign initial conditions of reactive components' concentrations at the start of the model simulation time. e) Assign reactive components' concentrations to boundary conditions and sources with associated hydrologic features and water fluxes. f) Assign reactive transport parameters such as rate coefficients and other parameters of kinetic chemical reactions and the equilibrium constant of the chemical reaction values based on literature values g) Develop reactive transport model calibration and sensitivity targets and calibration criteria, with the focus on achieving a representative fit to measured water quality constituent concentrations and speciation data. Reactive transport parameters such as kinetic chemical reaction parameters will be adjusted to improve the model fit. Flow model parameters will be adjusted as necessary to achieve a better fit to measured constituents if necessary. h) Post processing of the model runs will be used to evaluate and present model output and findings in the form of text, tables, time-series plots, and maps. 9.4 Model Development Documentation The model development will be documented as a separate chapter within the overall Compliance Assessment Report. Task 9 Deliverables: Calibrated flow model. Calibrated transport model. Calibrated reactive transport model for arsenic and manganese. Model development chapter for the Draft Compliance Assessment Report. Task 10. Use Models to Assess Future Conditions The calibrated flow, transport, and reactive transport models for arsenic and manganese will be used to assess the effects of RWRF operations on arsenic and manganese distribution and transport in the study area. The models, along with groundwater quality results from RWRF monitoring and offsite domestic and agricultural well sampling, will inform proposed locations to meet point of compliance requirements and identify any domestic wells that might be potentially affected by arsenic and manganese contributions due to RWRF operations. The modeling tools will also be used to assess potential groundwater quality considerations (e.g., arsenic, manganese, and in the future other constituents) in relation to changed RWRF operations (increased volume of effluent discharged to percolation ponds, modifications to reclamation well pumping, etc.) The estimated level of effort for this task is also based on the same considerations noted for Task 9 with regard to the geographic extent of the transport model and the number of constituents to be included. 10.1 Evaluate and Process Rest1lts A sufficient number of scenarios will be developed to demonstrate arsenic and manganese behavior Page 7 of 12 under a plausible range potential RWRF operational practices. The focus of modeling will be to simulate conditions that are believed likely to occur rather than potential extremes in order to provide the most useful information for determining the points of compliance. 10.2 Evaluate and Process Results The results of each scenario will be processed to develop maps, charts, and tables of model output data that can be directly used to assess the locations for points of compliance. Specifically, the model output must provide an evaluation of horizontal and vertical extent of the elevated arsenic and manganese and potential impacts of elevated concentrations on downgradient beneficial uses. 10.3 Model Applications Documentation The model scenarios and processed results will be presented as a separate chapter within the overall Compliance Assessment Report. Task 10 Deliverables: Processed results of model scenarios. • Model application chapter for the Draft Compliance Assessment Report. Task 11. Tier 2 Monitoring Well Network Evaluation The City is implementing a two-tiered approach to the evaluation of the groundwater monitoring network for the RWRF. In Tier 1, documented in the Groundwater Monitoring Network and Well Installation Workplan, the City has completed an evaluation of the existing monitoring well network focused on meeting immediate monitoring needs identified by currently available data. Immediate needs addressed in Tier 1 include evaluating the need for replacement of wells that have gone dry, ensuring adequate monitoring upgradient and downgradient of all disposal ponds and surrounding restricted irrigation Use Areas, and filling of data gaps. The proposed new monitoring wells for Tier 1 are not specifically intended to demonstrate compliance with the groundwater limitations for arsenic and manganese. The Arsenic and Manganese Groundwater Compliance Assessment will propose the wells to be designated as points of compliance in the Tier 2 analysis of the monitoring well network along with the statistical methods to be employed in the determination of compliance. 11.1 Well Network Evaluation The Tier 2 evaluation of the monitoring well network will incorporate other, more complex considerations into the evaluation including fate and transport modeling of arsenic and manganese in groundwater and the results of both phases of domestic and agricultural well sampling. The primary goal of Tier 2 will be to identify monitoring locations to demonstrate compliance with the groundwater limitations for arsenic and manganese along with additional monitoring locations that may be needed to assess potential groundwater impacts attributable to RWRF operations and discharge. The Tier 2 monitoring network evaluation will incorporate the results of sampling of domestic and agricultural wells in the vicinity of the RWRF. The flow and reactive transport modeling will improve the Page 8 of 12 understanding of arsenic and manganese occurrence and movement in groundwater beneath and downgradient of the RWRF. This task will be completed concurrently with Task 10. 11.2. Identify Points of Compliance The estimated point of compliance will be determined through the use of reactive transport modeling of arsenic and manganese occurrence and movement along with the results of sampling of domestic and agricultural wells in the vicinity of the RWRF. In order to meet the requirement of Provision J.l.a. that the distances of the proposed compliance monitoring well locations from the RWRF are as small as practicable, it is anticipated that new monitoring wells will be needed to serve as the points of compliance for arsenic and manganese. These new wells may be located downgradient of the RWRF to the southwest in relation to the existing and proposed Tier 1 monitoring well network. The actual number and locations of compliance monitoring wells will be determined through this analysis. 11.3. Statistical methods for compliance. The WDR requires the use of statistical data analysis methods specified in the USEPA's 2009 Statistical Analysis of Groundwater Monitoring Data at RCRA Facilities, Unified Guidance (Unified Guidance) for evaluating compliance with the Groundwater Limitations of the WDR. The Unified Guidance provides a number of options for statistical tests that can be applied for determining compliance. Therefore, the Arsenic and Manganese Groundwater Compliance Assessment will include a statistical analysis approach that will propose the statistical strategy and design details to be used for determining compliance with the groundwater limits for arsenic and manganese. The Unified Guidance recommends the use of the lower confidence limit as the appropriate statistic of interest in compliance testing. The statistical analysis approach will propose the use of parametric or non-parametric tests along with the method for calculation of lower confidence limits. 11.4. Recommendations for Tier 2 Monitoring Well Network Based on the outcomes of the Tier 2 evaluation of the monitoring well network and identified points of compliance, recommendations for the final groundwater monitoring network for arsenic and manganese compliance assessment will be developed. A map of the proposed monitoring well network will be prepared that shows the locations and depth zones of existing and proposed monitoring wells to be included in the network and the locations of new wells to be installed to meet monitoring objectives . 11.5. Ongoing Support The Carollo team will provide support for construction of the monitoring wells and review of new groundwater data collected from new monitoring wells and other wells. Deliverables: Map of Proposed Tier 2 Monitoring Network with Points of Compliance Designated • Statistical analysis approach for Compliance Assessment (draft to be included in Compliance Assessment Report) • Schedule for Completion of Work (schedule for installing monitoring wells as recommended by the As/Mn Assessment) Page 9 of 12 Task 12. Prepare As/Mn Groundwater Compliance Assessment Report Carollo/LSCE will prepare and submit a final report documenting the activities, findings, and recommendations of the Groundwater Compliance Assessment. A draft and final report will be prepared. The report shall be prepared using current versions of Microsoft Office and GIS software . Copies of the final report shall incorporate City staff comments from the reviewed draft report. 12.1 Annual As/Mn Groundwater Compliance Assessment Progress Report The WDR requires the annual submission of a technical progress report for the As/Mn Compliance Assessment with the first report due on February 1, 2021. Carollo/LSCE will prepare the first progress report incorporating data collected through the third quarter of 2020 including available domestic and agricultural well data. The progress report will include an update on the preparation of the As/Mn Compliance Assessment as required by Task iii. of Provision J.1.a. of the WDR. Given the June 7, 2021 deadline for the full As/Mn Compliance Assessment Report, the first Progress Report is planned to be brief and focused on summarizing the offsite domestic and agricultural well sampling with recent data collected from RWRF monitoring wells and providing a status update for the Compliance Assessment. 12.2 Draft As/Mn Groundwater Compliance Assessment Report Draft version of the As/Mn Compliance Assessment Report for City review . 12.3 Final As/Mn Groundwater Compliance Assessment Report Final version of the As/Mn Compliance Assessment Report for submittal to the RWQCB. 12.4 Respond to RWQCB Comments It is expected that a nominal effort may be needed to address and respond to any comments from the Board. Deliverables: • As/Mn Groundwater Compliance Assessment Annual Progress Report {PDF and 5 hard copies) • Draft As/Mn Groundwater Compliance Assessment Report {PDF) • Final As/Mn Groundwater Compliance Assessment Report {PDF and 5 hard copies) Task 13. Project Management and Meetings Carollo's project manager shall direct and coordinate the efforts of the project team members in order to deliver all of the components of the project. Project management includes facilitation of a Kick-Off Meeting, periodic meetings, work order administration, monthly progress reports, coordination with RWRF staff, and quality management. The project manager will make staffing assignments, review work progress, coordinate quality management procedures, manage subconsultants, and communicate monthly progress reports to the City. The project manager shall manage the budget, schedule, and invoicing. The project manager will prepare and maintain decision and action item logs that will record the decisions made by the City Page 10 of 12 throughout the project as well as action items assigned to the Carollo/LSCE team and City team members. 13.1 Project Kickoff Meeting Carollo/LSCE will facilitate a project Kick-off Meetir,ig with RWRF staff to review the Workplan requirements and develop the City's goals and objectives for the As/Mn Compliance Assessment. This will be a working meeting with participation from key RWRF staff to discuss the RWRF goals and objectives, preferences, key concerns and project constraints. Additionally, Carollo/LSCE will review the overall scope, schedule, and budget, and establish lines of communication between the Carollo/LSCE team and RWRF staff. Carollo/LSCE will provide an initial data request list and list of past studies and work to review. The list will be updated during the course of the project. Key members of the Carollo/LSCE team will attend the Kick-Off Meeting. 13.2 Meetings with RWQCB Two meetings will be held with the RWQCB . The first meeting will be scheduled to review the results of Phase 2 domestic and agricultural well sampling, determine impacted domestic wells, and discuss potential corrective actions. This meeting will also include a presentation of the approach to flow and transport modeling to introduce modeling concepts and to familiarize the Board with the modeling tools and processes (modeling code, flow/transport model setup and calibration, approach to reactive transport) built into the models. A second meeting will be to present the results of the flow and transport modeling and proposed points of compliance. 13.3 Progress meetings Four progress meetings will be conducted. The progress meetings will be held at key project milestones to present interim results and obtain City feedback/approval on key decisions. It is assumed that meetings will alternate between Webex and in-person meetings (two Webex/two in-person). PROJECT ASSUMPTIONS 1 . The City shall furnish Carollo available studies, reports, and other data pertinent to Carollo's services; obtain or authorize Carollo to obtain or provide additional reports and data as required; furnish to Carollo services of others required for the performance of Caroll o's services hereunder, and Carollo shall be entitled to use and rely upon all such information and services provided by the City or others in performing Carollo's services under this Amendment. 2. Carollo has no control over the cost of labor, materials, equipment, or services furnished by others, over the incoming water quality and/or quantity, or over the way City's plant and/or associated processes are operated and/or maintained. Data projections and estimates are based on Carollo's opinion based on experience and judgment . Carollo cannot and does not guarantee that actual costs and/or quantities realized will not vary from the data projections and estimates prepared by Carollo and Carollo will not be liable to and/or indemnify the City and/or any third party related to any inconsistencies between Carollo's data projections and estimates and actual Page 11 of 12 costs and/or quantities realized by the City and/or any third party in the future, except to the extent such inaccuracies are caused by Carollo's negligent performance under this Amendment. TIME OF PERFORMANCE The work will be completed to meet the required As/Mn Compliance Assessment submittal date of June 7, 2021. Estimated Project Delivery Schedule The preliminary schedule for completing the tasks is provided in the table below assuming Notice to Proceed is received on March 1, 2020. The schedule is driven by the WDR completion deadline of June 7, 2021. The schedule is contingent on timely participation by the RWQCB to review the workplan submitted by the City to the RWQCB on December 10, 2019. The workplan provides initial findings from Phase 1 and establishes the technical approach for this project. The schedule also assumes timely participation and prompt feedback by the RWQCB during the two proposed meetings (Task 13.2). Task Task 7. Evaluate Results of Domestic and Agricultural Well Sam,:,ling~- Task 8. Determine/Propose Corrective Actions Task 9. Develop Numerical Flow and Transport Models Task 10. Use Models to Assess Future Conditions Task 11. Tier 2 Monitoring Well Network Evaluation Task 12. Preparation of Compliance Assessment Report --- Task 13. Project Management and Meetings --- i I Task Duration (months) ,- i ' Cumulative Duration (months) I I I i 12 -l 9 i 12 i --1 Tentative Completion Date 3 9 3 4 6 15 14 ~----1-5 ===1---6/7 /2021 , _______ __.. _____ " ______ _, Page 12 of 12 SECOND AMENDMENT TO AGREEMENT THIS SECOND AMENDMENT TO AGREEMENT (Amendment) made and entered into as of this lwtt1 day of April 2020, amends the Agreement theretofore entered between the CITY OF FRESNO, a California municipal corporation (City), and CAROLLO ENGINEERS, INC., a Delaware corporation (Consultant). RECITALS WHEREAS, the City's Wastewater Management Division operates the Fresno Clovis Regional Wastewater Reclamation Facility (RWRF) in accordance with Waste Discharge Requirements (WDR) Order RS-2018-0080 adopted by the Central Valley Regional Water Quality Control Board (Board) on December 13, 2018; and WHEREAS, the City and the Consultant entered into an agreement on May 21, 2019, (Agreement) to provide professional consulting services for the preparation of workplans for the evaluation of the existing groundwater monitoring well network and arsenic and manganese assessment at the RWRF (Project) as required by the WDR for a total fee of $250,000; and WHEREAS, the First Amendment expanded the scope of services to include evaluation of domestic wells located within the vicinity of the RWRF, including testing for nitrogen-based components as required by the Board and provided an increase to total compensation by an additional $49,287 to complete the expanded scope of services; and WHEREAS, the workplans completed by the Consultant were submitted to the Board for approval on December 9, 2019 in accordance with the WDR; and WHEREAS, the City and the Consultant desire to expand the scope of services to include completion of the Arsenic and Manganese Groundwater Compliance Assessment Report for submission to the Board no later than June 7, 2021, as per the WDR and in accordance with the approved workplans; and WHEREAS, the parties desire to modify the Agreement to revise the project schedule and extend the completion date; and WHEREAS, due to the need for additional services, the City and the Consultant desire to increase the compensation by $690,044 to complete the amended scope of services resulting in a total Consultant fee of $989,331; and WHEREAS, with entry into this Amendment, the Consultant agrees it has no claim, demand, or dispute against the City. 1 AGREEMENT NOW, THE REFORE, the parties agree that the aforesaid Agreement be amended as follows: 1. Exhibit A of the Agreement is amended to expand the scope of services indicated in Exhibit A2, attached hereto and incorporated herein by reference. 2. Section 2 of the Agreement is amended in its entirety to read as follows: "2. Term of Agreement and Time for Performance. This Agreement shall be effective from the date first set forth above and shall continue in full force and effect through the earlier of complete rendition of the services hereunder or October 29, 2021, subject to any earlier termination in accordance with this Agreement. The services of Consultant as described in Exhibit A are to commence upon City's issuance of a written "Notice to Proceed." Work shall be undertaken and completed in a sequence assuring expeditious completion, but in any event, all such services shall be completed within 900 consecutive calendar days from such authorization to proceed." 3. Section 3(a) of the Agreement is amended in its entirety to read as follows: "(a) Consultant's sole compensation for satisfactory performance of all services required or rendered pursuant to this Agreement shall be a total fee of Nine-Hundred Eighty-Nine Thousand Three-Hundred Thirty One dollars ($989,331). Such fee includes all expenses incurred by Consultant in performance of the services." 4. Except as otherwise provided herein, the Agreement entered into by City and Consultant, dated May 21, 2019, as amended on October 25, 2019, remain in full force and effect. [Signatures follow on the next page.] 2 IN WITNESS WHEREOF, the Parties have executed this Amendment at Fresno, California, the day and year first above written. CITY OF FRESNO, A municipal corporation By�� Michael Carajal,'recior Department of Public Utilities APPROVED AS TO FORM: DOUGLAS T. SLO City At ndon M. Collet Senior Deputy City Attorney ATTEST: YVONNE SPENCE, CRM MMC City Clerk / By �y �t/1()2(; Date DeputyB� � Attachment: Exhibit A2 CAROLLO ENGINEERS, INC., A Delaware corporation ::mj�ilhl��� Penny� � Title: Senior Vice President Associate Vice President (If corporation or LLC., Board Chair, Pres. �Vice Pres.) .. By:_/_ V\ ____________ _ Name: Michael W. Barnes Title: Corporate Secretary 3 (If corporation or LLC., CFO., Tre asurer, Secretary or Ass istant Secretary EXHIBIT A2 SECOND AMENDMENT TO SCOPE OF SERVICES Consultant Service Agreement between the City of Fresno (City) and Carollo Engineers, Inc., (Consultant) WORKPLANS FOR THE GROUNDWATER MONITORING NETWORK AND ARSENIC & MANGANESE GROUNDWATER ASSESSMENT Under the original Agreement, Carollo Engineers, Inc. (Carollo), in association with Luhdorff & Scalmanini, Consulting Engineers (LSCE), are authorized to provide professional engineering services to prepare Workplans for the Groundwater Monitoring Network and Arsenic (AS) and Manganese (Mn) Groundwater Assessment. Carollo/LSCE will deliver the following services to Fresno/Clovis Regional Wastewater Reclamation Facility (RWRF) under the terms of Professional Engineering Services for the Fresno/Clovis Regional Wastewater Reclamation Facility Workplans for the Groundwater Monitoring Network and Arsenic and Manganese Groundwater Assessment. The initial scope of work (Tasks 1-5) includes services for Carollo/LSCE to complete two workplans that are required by the Waste Discharge Requirements (WDR) for the RWRF. The first workplan (As/Mn Workplan) establishes the activities and tasks to be conducted to evaluate the impact of As and Mn beneath and downgradient of the RWRF. The second workplan establishes the activities and tasks to be conducted to evaluate the current groundwater monitoring network and its adequacy to characterize the influence on groundwater quality (including arsenic and manganese concentrations) in the vicinity of the RWRF. Amendment No. 1 expands the scope of work to include a sampling program for one round of sampling of domestic and agricultural wells in the vicinity of the RWRF. The water quality results will be evaluated and used to inform the As/Mn Workplan, and also to support the City's upcoming Initial Assessment for Nitrates, anticipated to begin around the year 2020-2021. The sampling program is covered in Task 6 (Domestic/Agricultural Well Sampling Project). Amendment No. 2 expands the scope of work to include completion of the Arsenic and Manganese Groundwater Compliance Assessment (As/Mn Assessment), using data collected and evaluated through the work accomplished in Tasks 1-6. The WDR requires the City to complete and submit the As/Mn Assessment Report no later than June 7, 2021. The scope of work for the As/Mn Assessment and associated schedule have been developed to meet this deadline. The As/Mn Assessment is covered under Tasks 7-13 in this Scope of Work. The As/Mn Assessment, the As/Mn Workplan, and the Domestic/Agricultural Well Sampling Project are all intertwined, and the work developed in prior Tasks 1-6 inform and provide the foundation for the As/Mn Assessment. Coordinating the work in Tasks 1-6 with the As/Mn Assessment tasks will be critical to meeting the submission deadline for the As/Mn Assessment. PURPOSE Consultant to complete an As/Mn Assessment in accordance with the approved As/Mn Workplan submitted in December 2019. Phase 2 Final As Mn Compliance Assessment Scope of Work 20200117.docx Page 1 of 12 The Scope of Work assumes the As/Mn Workplan will be approved by the Regional Board by December 31, 2019. The Scope includes all elements associated with Tasks ii. and iii. of Provision J.1.a. of the WDR. Task Description Due Date ii. Arsenic and Manganese Groundwater Compliance Assessment Report No later than June 7, 2021 Submit the final Arsenic and Manganese Groundwater Compliance Assessment Report in accordance with the approved Workplan submitted pursuant to Task i of Provision J.1.a. If it is determined through the assessment that elevated arsenic and manganese concentrations have or threaten to impact downgradient domestic wells, the Report shall propose corrective actions (e.g., supplying drinking water to the user(s) of the impacted wells). iii. Annually, submit a technical report that includes: February 1, 1} An update on the preparation/implementation of the Arsenic and 2021 Manganese Groundwater Compliance Assessment Report, 2) An analysis of the groundwater quality for arsenic and manganese, and an evaluation whether the arsenic and manganese concentrations at the approved compliance wells are below the applicable arsenic and manganese groundwater limits. CONSULTANT'S SERVICES The approach to the Groundwater Compliance Assessment is summarized in the workflow diagram shown in Figure 1. The approach comprises three separate, but concurrent, workflows: (1) expansion of the monitoring well network as recommended in the Monitoring Well Network Evaluation and Well Installation Workplan (Tier 1), (2) development and application of numerical flow, transport and reactive transport models for assessing future groundwater quality conditions and determining appropriate locations for the points of compliance, and (3) sampling of domestic and agricultural wells and identification of impacted downgradient users. Tier 1 expansion of the monitoring well network will be implemented concurrently with the proposed compliance assessment; however, monitoring results from newly installed wells may not be available for inclusion in the assessment. The domestic and agricultural well sampling workflow includes the following major tasks: • Evaluate Results of Phase 1 Domestic and Agricultural Well Sampling. • Coordinate with the City on the implementation of Phase 2 Domestic and Agricultural Well Sampling. • Evaluate Results of Phase 2 Domestic and Agricultural Well Sampling. • Determine Impacted Domestic Wells. • Determine/Propose Corrective Actions. The numerical modeling and compliance assessment workflow includes the following major tasks: • Develop Numerical Flow and Transport Models. • Use Models to Assess Future Conditions. • Re-evaluate Monitoring Well Network. • Identify Points of Compliance. Phase 2 Final AsMn Compliance Assessment Scope of Work 20200117.docx Page 2 of 12 • Provide Recommendations for Tier 2 Monitoring Well Network. At the conclusion of all three workflows, the Compliance Assessment will be documented in an Arsenic and Manganese Groundwater Compliance Assessment Report. Each of the tasks listed above for the Domestic and Agricultural Well Sampling Workflow and Modeling and Compliance Assessment Workflow is described in greater detail below. The City will be solely responsible for implementing the expansion of the monitoring well network as recommended in the Monitoring Well Network Evaluation and Well Installation Workplan; no tasks related to this workflow are included in the following scope. Task 7. Evaluate Results of Domestic and Agricultural Well Sampling. 7 .1. Phase 1 Sampling For Phase 1 of the Domestic and Agricultural well survey, the City collected samples from a smaller number of domestic and agricultural wells that were either located closer to the RWRF and /or were included in the previous 2003 well survey and that the well owner had granted permission to sample in the response to the questionnaire or in a door-to-door interview. The City began collecting samples from these wells in October 2019, but sample results were not available in time to be fully incorporated into the evaluations presented in the As/Mn Workplan. Therefore, the first task in Phase 2 will be to further evaluate these sampling results and add the data into the evaluations for further use in Phase 2. For this evaluation, the data will be quality-checked by reviewing the sample collection records, field parameter data, and laboratory reports; any potential issues identified through this review process will be resolved before the data are approved for use. Once approved, the data will be added to the Fresno RWRF Groundwater Data Information System. Once uploaded in to the database, this data will be included in the development of the numerical flow and transport models. Arsenic speciation and isotope data will be included in this evaluation. 7 .2. Phase 2 Sampling Collection of samples from the Phase 2 group of domestic and agricultural wells will begin as soon as possible after the start of the project. During the Administrative process leading up to the start of the Phase 2 Assessment, the City will continue outreach efforts started in Phase 1 to obtain permission to sample from additional well owners identified in Phase 1. Results from Phase 2 sampling of domestic and agricultural wells will be evaluated and incorporated into the evaluations presented in the As/Mn Compliance Assessment. To minimize potential re-work, this evaluation process will not begin until results are received from all of the Phase 2 wells. Just as for the Phase 1 sampling results, the data collected in Phase 2 will be quality-checked by reviewing the sample collection records, field parameter data, and laboratory reports; any potential issues identified through this review process will be resolved before the data are approved for use. Once approved, the data will be added to the Fresno RWRF Groundwater Data Information System. Phase 2 Final As Mn Compliance Assessment Scope of Work 20200117.docx Page 3 of 12 7.3. Determine Impacted Domestic Wells The results of both phases of the domestic well sampling program will be used to identify domestic wells that may be impacted by RWRF operations. A thorough, in-depth evaluation will be completed for each of the wells preliminarily identified by initial screening as being potentially impacted by RWRF operations to determine if RWRF operations have resulted in the observed elevated concentrations of arsenic and/or manganese. Other factors to be included in this evaluation may include location of the well in relation to the RWRF (e.g., upgradient, downgradient, cross-gradient), distance from the RWRF disposal ponds, other land uses in the vicinity of the well, concentrations of other constituents in the samples, and other data and information deemed relevant. A key aspect of this analysis is to determine whether RWRF operations have, or could in the future, contribute to an exceedance of the MCL for arsenic or manganese at one of these locations. Task 7 Deliverables: • Updated databases of groundwater monitoring data and geospatial features. • Constituent maps showing domestic and agriculture well results. • Map of impacted domestic wells. Task 8. Determine/Propose Corrective Actions This task assumes there will be at least one domestic well tapping groundwater under the influence of the RWRF with arsenic or manganese concentrations exceeding the applicable MCL. // it is found in Task 7.3 that no domestic wells are impacted by RWRF operations, this task would be eliminated. Carollo/LSCE will develop a plan that identifies specific activities, and a schedule for implementing those activities, that will be undertaken to ensure immediate access to safe drinking water for those who are dependent on wells that provide groundwater with arsenic or manganese exceeding the applicable MCL. Development of the plan will include the following tasks: a.) Identification of Potentially Affected Groundwater Users and Outreach. Provide process to identify affected residents and the outreach utilized to ensure that impacted groundwater users are informed of and given the opportunity to participate in the development of proposed solutions. b.) Actions and Schedule of Implementation. Propose specific actions and a schedule of implementation to address the immediate drinking water needs of those affected groundwater users that do not otherwise have interim replacement water that meets drinking water standards. c.) Preparation of Plan Report. The Corrective Action Plan will be documented as a Technical Memorandum and will be included as a separate chapter within the overall Compliance Assessment Report. Task 8 Deliverables: • Corrective Action Plan TM. Phase 2 Final As Mn Compliance Assessment Scope of Work 20200117.docx Page 4 of 12 Task 9. Develop Numerical Flow and Transport Models Development and calibration of the numerical flow and transport models is the longest duration task of the Phase 2 assessment, and this task is critical for determining appropriate locations for the points of compliance. Therefore, this task (particularly flow model development) will begin immediately at the start of Phase 2 concurrent with evaluation of the Phase 1 domestic and agricultural well sampling results and implementation of Phase 2 sampling. The proposed level of effort for modeling has been developed in light of the recent information on water quality results for the domestic and ag well sampling and also the additional analytes for the monitoring wells at the RWRF. Some factors include: • Based on the first round of water quality sampling, the constituents of interest, for reactive transport in particular, are not widespread geographically. This will allow the modeling to focus more on a smaller area and reduces the number of reactive transport model input datasets needed, as well as reduces the post-processing and calibration of this aspect of the model. • Recognizing that the water quality datasets are limited for most constituents outside of the facility, the assumed effort for analysis and interpolation through space and time for these constituents, e.g. carbonate system constituents, etc., has been reduced. Model development will be conducted in accordance with the process described in Section 8 of the As/Mn Workplan. Initial development of the flow and transport models will be based on available hydrogeologic and analytical data. Existing hydrogeologic information will be used to develop model hydraulic parameters. Additional data from the Phase 2 domestic and agricultural well sampling along with data from the RWR F monitoring network, including new analytes added in October 2019, will be incorporated into model development. New data will also be considered in the selection of important geochemical processes to be simulated in the chemical reaction network of the reactive transport model. 9.1 Flow Model Development and Calibration The numerical flow model will be established with appropriate initial and boundary conditions. The numerical flow model elements are provided below: a) Define the flow model extent to be larger than the As/Mn reactive transport model for future nitrate transport modeling b) Determine the grid spacing, model layering, simulation time, and temporal and spatial discretization c) Develop the three-dimensional distribution of the subsurface heterogeneity by assigning initial values of associated parameters (hydraulic conductivity, specific storage, and specific yield). These parameters will be determined based on hydrogeologic conceptualization in the vicinity of the RWRF and will capture the heterogeneity encountered in the subsurface as seen in well completion reports and lithology logs in the area. d) Assign initial conditions of the hydraulic head at start of the model simulation time. Initial groundwater levels will be based oi;i interpolated contour maps of groundwater elevation for each model layer. e) Assign boundary conditions along the model domain area f) Assign appropriate source and sink terms that can simulate hydrologic features (wells, pond, canals, and irrigated lands) that represent physical features within the study area where water Phase 2 Final AsMn Compliance Assessment Scope of Work 20200117.docx Page 5 Of 12 enters and leaves the aquifer system. g) Calibrate the flow model by adjusting hydraulic parameters, boundary conditions, and source/sink parameters to obtain a good match (within a reasonable range) between simulated and measured groundwater hydraulic heads. h) Results of the calibrated flow model will be presented in different formats (tables, time-series plots, cross sections, and maps). The results include model fit descriptive sta tistics, water budgets, and groundwater levels in different vertical horizons and for different time scales. 9.2 Transport Model Development and Calibration The development and calibration of the numerical transport model will simulate the fate and tra nsport of conservative constituents (TDS and chloride). This will involve using the ca librated flow model flux output as described above and incorporating transport parameters and features. The numerical transport model elements are provided below: a) Define the transport model extent, which is same as the flow model domain b) Define the temporal discretization of the numerical transport model which will be finer than flow model temporal discretization c) Transport parameters (porosity, dispersivity, and effective diffusion coefficient) initial values will be assigned based on literature values considering soil class and constituent type. d) Assign initial conditions for TDS and chloride concentrations at the start of the model simulation time. e) Assign TDS and chloride concentrations to boundary conditions and sources with associated hydrologic features water fluxes f) Transport model ca libra tion and sensitivity targets and calibra tion criteria will be developed, focusing on achieving a representative fit to measured TDS and chloride concentrations. Transport parameters such as porosity and dispersivity will be adjusted to improve the model fit. g) Post processing of the model runs and calculating model fit statistics will be used to evaluate and present model output and findings in the form of text, ta bles, time-series plots, and maps. 9.3 Reactive Transport Model Development and Calibration Similar to the approach for conservative constituents above, the development and calibra tion of the numerical reactive transport model will simulate the fate and tra nsport of reactive constituents by adding the effect of chemical rea ctions in solute concentrations as sources or sinks in the governing equation. The numerical reactive transport model elements are provided below: a) A chemical reaction network (CRN) will be established and defined to understand the way that constituents react chemically in their environment. The most important chemical rea ction simulated for this study is the redox reaction that controls the existence of arsenic and manganese in a solid or aqueous phase. The mineral forms of arsenic and manganese will be considered, and the reductive environment will be exa mined that leads to mobilization of arsenic and manganese in the model domain area. Acid/base reactions may be considered, given the existence of the carbonate system in the system (e.g., hydroxide, carbonate, and bicarbonate). Reactive components and chemical rea ction types will be defined in this stage. b) Define the reactive transport model extent, which is smaller than the flow model domain Phase 2 Final AsMn Compliance Assessment Scope of Work 20200117.docx Page 6 of 12 c) Define the temporal discretization of the numerical reactive transport model, which will be similar to or finer than temporal discretization for the transport model d) Assign initial conditions of reactive components' concentrations at the start of the model simulation time. e) Assign reactive components' concentrations to boundary conditions and sources with associated hydro logic features and water fluxes. f) Assign reactive transport parameters such as rate coefficients and other parameters of kinetic chemical reactions and the equilibrium constant of the chemical reaction values based on literature values g) Develop reactive transport model calib ration and sensitivity targets and calibration criteria , with the focus on achieving a representative fit to measured water quality constituent concentrations and speciation data. Reactive transport parameters such as kinetic chemical reaction parameters will be adjusted to improve the model fit. Flow model parameters will be adjusted as necessary to achieve a better fit to measu red constituents if necessary. h) Post processing of the model runs will be used to evaluate and present model output and findings in the form of text, tables, time-series plots, and maps. 9.4 Model Development Documentation The model development will be documented as a separate chapter within the overall Compliance Assessment Report. Ta sk 9 Deliverables: • Calibrated flow model. • Calibrated transport model. • Calibrated reactive transport model for arsenic and manganese. • Model development chapter for the Draft Compliance Assessment Report. Task 10. Use Models to Assess Future Conditions The calibrated flow, transport, and reactive transport models for arsenic and manganese will be used to assess the effects of RWRF operations on arsenic and manganese distribution and transport in the study area. The models, along with groundwater quality results from RWRF monitoring and offsite domestic and ag ricultural well sampling, will inform proposed locations to meet point of compliance requirements and identify any domestic wells that might be potentially affected by arsenic and manganese contributions due to RWRF operations. The modeling tools will also be used to assess potential groundwater quality conside rations (e.g., arsenic, manganese, and in the future other constituents) in relation to changed RWRF operations (increased volume of effluent discharged to percolation ponds, modifications to reclamation well pumping, etc.) The estimated level of effort for this task is also based on the same cons iderations noted for Task 9 with regard to the geographic extent of the transport model and the number of constituents to be included.10.1 Develop and Implement Scenarios A sufficient number of scenarios will be developed to demonstrate arsenic and manganese behavior under a plausible range potential RWRF ope rational practices. The focus of modeling will be to simulate conditions that are believed likely to occur rather than potential extremes in order to provide the most useful information for determining the points of compliance. Phase 2 Final AsMn Compliance Assessment Scope of Work 20200117.docx Page 7 of 12 10.2 Evaluate and Process Results The results of each scenario will be processed to develop maps, charts, and tables of model output data that can be directly used to assess the locations for points of compliance. Specifically, the model output must provide an evaluation of horizontal and vertical extent of the elevated arsenic and manganese and potential impacts of elevated concentrations on downgradient beneficial uses. 10.3 Model Applications Documentation The model scenarios and processed results will be presented as a separate chapter within the overall Compliance Assessment Report. Ta sk 10 Deliverables: • Processed results of model scenarios. • Model application chapter for the Draft Complia nce Assessment Report .. Task 11. Tier 2 Monitoring Well Network Evaluation The City is implementing a two-tiered approach to the evaluation of the groundwater monitoring network for the RWRF. In Tier 1, documented in the Groundwater Monitoring Network and Well Installation Workplan, the City has completed an evaluation of the existing monitoring well network focused on meeting immediate monitoring needs identified by currently available data. Immediate needs addressed in Tier 1 include evaluating the need for replacement of wells that have gone dry, ensuring adequate monitoring upgradient and downgradient of all disposal ponds and surrounding restricted irrigation Use Areas, and filling of data gaps. The proposed new monitoring wells for Tier 1 are not specifically intended to demonstrate compliance with the groundwater limitations for arsenic and manganese. The Arsenic and Manganese Groundwater Compliance Assessment will propose the wells to be designated as points of compliance in the Tier 2 analysis of the monitoring well network along with the statistical methods to be employed in the determination of compliance. 11.1. Well Network Evaluation The Tier 2 evaluation of the monitoring well network will incorporate other, more complex considerations into the evaluation including fate and transport modeling of arsenic and manganese in groundwater and the results of both phases of domestic and agricultural well sampling. The primary goal of Tier 2 will be to identify monitoring locations to demonstrate compliance with the groundwater limitations for arsenic and manganese along with additional monitoring locations that may be needed to assess potential groundwater impacts attributable to RWRF operations and discharge. The Tier 2 monitoring network evaluation will incorporate the results of sampling of domestic and agricultural wells in the vicinity of the RWRF. The flow and reactive transport modeling will improve the understanding of arsenic and manganese occurrence and movement in groundwater beneath and downgradient of the RWRF. This task will be completed concurrently with Task 10. Phase 2 Final AsMn Compliance Assessment Scope of Work 20200117.docx Page 8 of 12 11.2. Identify Points of Compliance The est imated point of compliance will be determ ined through the use of reactive transport modeling of arsenic and manganese occurrence and movement along with the results of sampling of domestic and agri cultural wells in the vicinity of the RWRF. In order to meet the requirement of Provision J.1.a. that the distances of the pro posed compliance monitoring well locations from the RWRF are as small as practi cable, it is anticipated that new monitoring wells will be needed to serve as the points of com pliance for arsenic and manganese. These new wells may be located downgradient of the RWRF to the southwest in relation to the existing and proposed Tier 1 monitoring well network. The actual number and locations of compliance monitoring wells will be determined through this analysis. 11.3. Statistical methods for compliance. The WDR requires the use of statistical data analysis methods specified in the USEPA's 2009 Statistical Analysis of Groundwater Monitoring Data at RCRA Facilities, Unified Guidance (Unified Guidance) for evaluating com pliance with the Groundwater Li mitations of the WDR. The Unified Guidance provides a number of options for statistical tests that can be applied for determ ining compliance. Therefore, the Arsenic and Manganese Groundwater Compliance Assessment will include a statistical analysis ap proach that will propose the statistical strategy and design details to be used for deter mining com p liance with the groundwater limits for arsenic and manganese. The Unif ied Guidance recommends the use of the lower confidence limit as the appropriate statistic of interest in com pliance testing. The statistical analysis approach will propose the use of parametric or non-parametric tests along with the method for calculation of lower confidence limits. 11.4. Recommendations for Tier 2 Monitoring Well Network Based on the outcomes of the Tier 2 evaluation of the monitoring well network and identified points of com pliance, reco mmendations for the final groundwater moni toring network for arsenic and manganese co mpliance assessment will be developed. A map of the pro posed monitoring well network will be prepared that shows the locations and depth zones of existing and proposed monitoring wells to be included in the network and the locations of new wells to be installed to meet monitoring objectives. Deliverables: • Map of Proposed Tier 2 Monitoring Network with Points of Co mpliance Designated • Statistical analysis approach for Compl iance Assessment (draft to be included in Compliance Assessment Report) • Schedule for Com pletion of Work (schedule for installing monitoring wells as recommended by the As/Mn Assessment) Task 12. Prepare As/Mn Groundwater Compliance Assessment Report Carollo/LSCE will prepare and submit a final report documenting the activities, findings, and recommendations of the Groundwater Compliance Assessment. A draft and final report will be prepared. The report shall be prepared using current versions of Microsoft Office and GIS software. Copies of the final report shall incorporate City staff co mments from the reviewed draft report. 12.1 Annual As/Mn Groundwater Compliance Assessment Progress Report The WDR requires the annual submission of a technical progress report for the As/Mn Compliance Assess ment with the first report due on February 1, 2021. Carollo/LSCE will prepare the first progress Phase 2 Final AsMn Compliance Assessment Scope of Work 20200117.docx Page 9 Of 12 report incorporating data collected through the third quarter of 2020 including available domestic and agricultural well data. The progress report will include an update on the preparation of the As/Mn Compliance Assessment as required by Task iii. of Provision J.1.a. of the WDR. Given the June 7, 2021 deadline for the full As/Mn Compliance Assessment Report, the first Progress Report is planned to be brief and focused on summarizing the offsite domestic and agricultural well sampling with recent data collected from RWRF monitoring wells and providing a status update for the Compliance Assessment. 12.2 Draft As/Mn Groundwater Compliance Assessment Report Draft version of the As/Mn Compliance Assessment Report for City review. 12.3 Final As/Mn Groundwater Compliance Assessment Report Final version of the As/Mn Compliance Assessment Report for submittal to the RWQCB. 12.4 Respond to RWQCB Comments It is expected that a nominal effort may be needed to address and respond to any comments from the Board. Deliverables: • As/Mn Groundwater Compliance Assessment Annual Progress Report (PDF and 5 hard copies) • Draft As/Mn Groundwater Compliance Assessment Report (PDF) • Final As/Mn Groundwater Compliance Assessment Report (PDF and 5 hard copies) Task 13. Project Management and Meetings. Carollo's project manager shall direct and coordinate the efforts of the project team members in order to deliver all of the components of the project. Project management includes facilitation of a Kick-Off Meeting, periodic meetings, work order administration, monthly progress reports, coordination with RWRF staff, and quality management. The project manager will make staffing assignments, review work progress, coordinate quality management procedures, manage subconsultants, and communicate monthly progress reports to the City. The project manager shall manage the budget, schedule, and invoicing. The project manager will prepare and maintain decision and action item logs that will record the decisions made by the City throughout the project as well as action items assigned to the Carollo/LSCE team and City team members. 13.1 Project Kickoff Meeting. Carollo/LSCE will facilitate a project Kick-off Meeting with RWRF staff to review the Workplan requirements and develop the City's goals and objectives for the As/Mn Compliance Assessment. This will be a working meeting with participation from key RWRF staff to discuss the RWRF goals and objectives, preferences, key concerns and project constraints. Additionally, Carollo/LSCE will review the overall scope, schedule, and budget, and establish lines of communication between the Carollo/LSCE team and RWRF staff. Carollo/LSCE will provide an initial data request list and list of past studies and work to review. The list will be updated during the course of the project. Key members of the Carollo/LSCE team will attend the Kick-Off Meeting. Phase 2 Final AsMn Compliance Assessment Scope of Work 20200117.docx Page 10 Of 12 13.2 Meetings with RWQCB. Two meetings will be held with the RWQCB. The first meeting will be scheduled to review the results of Phase 2 dom estic and agricultural well sampling, determine impacted dom estic wells, and discuss potential corrective actions. This meeting will also include a presentation of the approach to flow and transport modeling to introduce modeling concepts and to familiarize the Board with the modeling tools and processes (modeling code, flow/transport model setup and calibration, approach to reactive transport) built into the models. A second meeting will be to present the results of the flow and transport modeling and proposed points of com pliance. 13 .3 Progress meetings. Four progress meetings will be conducted. The progress meetings will be held at key project milestones to present interim results and obtain City feedback/approval on key decisions. It is assumed that meetings will alternate between Webex and in-person meetings (two Webex/two in person). PROJECT ASSUMPTIONS 1. The City shall furnish Carollo available studies, reports and other data pertinent to Carollo 's services; obtain or authorize Carollo to obtain or provide additional reports and data as required; furnish to Carollo services of others required for the perfor mance of Carollo's services hereunder, and Carollo shall be entitled to use and rely upon all such inform ation and services provided by the City or others in performing Caro llo's services under this Amendment. 2. Carollo has no control over the cost of labor, materials, equipment or services furnished by others, over the incoming water quality and/or quantity, or over the way City's plant and/or associated processes are operated and/or maintained. Data projections and estimates are based on Carollo's opinion based on experience and judgment. Carollo cannot and does not guarantee that actual costs and/or quantities realized will not vary from the data projections and estimates prepared by Carollo and Carollo will not be liable to and/or indemnify the City and/or any third party related to any inconsistencies between Carollo's data projections and estimates and actual costs and/or quantities realized by the City and/or any third party in the future, except to the extent such inaccuracies are caused by Carollo's negligent performance under this Amendment. Phase 2 Final AsMn Compliance Assessment Scope of Work 20200117.docx Page 11 of 12 TIME OF PERFORMANCE The work will be com pleted to meet the req uired As/Mn Com plia nce Assessment subm ittal date of June 7, 202 1. Estimated Project Delivery Schedule The preliminary sched ule for co mpleting the tasks is provided in the ta ble below assuming Notice to Proceed is received on March 1, 2020. The schedule is driven by the WDR completion dead line of June 7, 2021. The sc hedule is contingent on timely participation by the RWQCB to review the workplan subm itted by the City to the RWQCB on December 10, 2019. The workplan provides initial fin dings from Phase 1 and esta blishes the technica l approach for this project. The schedule also assu mes timely participation and prom pt fe edback by the RWQCB during the two proposed meeti ngs (Task 13.2). Task Cumulative Te ntative Duration Duration Com pletion Ta sk (months) (months) Date Task 7. Eva luate Results of Domestic and Agricultural Well Sampling Task 8. Determine/Propose Corrective Actions Task 9. Deve lop Numerica l Flow and Transport Models Task 10. Use Models to Assess Future Cond itions Ta sk 11. Tie r 2 Monitoring We ll Network Evaluation Task 12. Preparation of Com plia nce Assessment Re port Task 13. Project Management and Meeti ngs --I-- Phase 2 Final As Mn Compliance Assessment Scope of Work 20200117.docx Page 12 of 12 9 3 9 3 4 6 15 I 9 12 � --9 --- 12 --14 - � 6/7/2 021 - City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1717 Agenda Date:12/7/2023 Agenda #: 1.-W. REPORT TO THE CITY COUNCIL FROM:BROCK D. BUCHE, PE, PLS, Director Department of Public Utilities BY:HENRY MCLAUGHLIN, Business Manager Department of Public Utilities - Water Division SUBJECT ***RESOLUTION - Authorizing the Department of Public Utilities to apply for and participate in the California Extended Water and Wastewater Arrearage Payment Program (Subject to Mayor’s Veto) (Citywide). RECOMMENDATION Staff recommends that the City Council adopt a Resolution authorizing the Department of Public Utilities to apply for and participate in the California Extended Water and Wastewater Arrearage Payment Program (CEWWAPP). EXECUTIVE SUMMARY The new CEWWAPP has been authorized by Governor Newsom and the California State Legislature to provide payments to community water systems, wastewater treatment providers, and wastewater billing entities to forgive water and wastewater customer arrearages for the extended COVID-19 pandemic bill relief period of March 4, 2020, through December 31, 2022. Appropriations of $600 million are being funded from the Coronavirus Fiscal Recovery Fund, established by the American Rescue Plan Act of 2021 (ARPA). The original California Water and Wastewater Arrearage Payment Program covered the period from March 4, 2020, to June 15, 2021. This new program extends the pandemic bill relief period from June 16, 2021, to December 31, 2022. The State Water Resources Control Board (SWRCB) will administer the program. The application period was opened on November 1, 2023, and closes December 31, 2023. The City of Fresno (City) is eligible to receive this funding and staff is requesting approval to apply for a total of approximately $8.5 million pending final determination of eligible customer accounts. Of this amount, $5.3 million will be applied directly to past due balances on eligible residential and commercial water customer accounts (estimated at 10,198) and $3.0 million for wastewater customer accounts (estimated at 10,125), thereby reducing accounts receivable and the potential of bad debt incurred by the utility. In addition, as the City may expend up to 3 percent of this amount to cover costs incurred City of Fresno Printed on 12/22/2023Page 1 of 3 powered by Legistar™ 12/07/2023 MA/AP 6-0 GB ABSENT R. 2023-311 File #:ID 23-1717 Agenda Date:12/7/2023 Agenda #: 1.-W. by complying with this assistance, an additional $200,000 is included in the application. Program requirements include applying these bill credits within 60 days of receiving funds,returning unused funds within six months,notifying customers about the credits,suspending shut-offs, continuing to offer payment plans and informing customers that additional assistance may be available through the Low Income Household Water Assistance Program (LIHWAP)and other low- income assistance programs. BACKGROUND In response to the continuing economic impacts caused by the COVID-19 pandemic and associated public health measures,including leaving many Californians unable to pay their utility bills due to lack of reliable and consistent employment;the State Budget Act of 2021,included $985 million to the SWRCB to administer the CWWAPP to provide relief to community water and wastewater systems for unpaid bills related to the pandemic from March 4,2020 and ending June 15,2021.The funding source for CWWAPP was a portion of the State’s share of the Coronavirus State Fiscal Recovery Fund established under ARPA.The Water and Wastewater Arrearages Programs disbursed $385 million to eligible entities with water and wastewater debt accrued by residential and commercial customers.The City of Fresno applied for and applied credits totaling $5.5 million for water ($3.5 million) and wastewater ($2.0 million) customers. The SWRCB is now implementing the CEWWAPP,which expands the arrearage period to encompass water and wastewater debt accrued between March 4,2020,and December 31,2022. The State Water Board has received $600 million appropriated by the Budget Act of 2021 (Senate Bill 129)and the Budget Act of 2023 (Assembly Bill 102)from the Coronavirus State Fiscal Recovery Fund,established by the American Rescue Plan Act of 2021,for the Extended Arrearage Program. These dollars are the remaining funds after implementation of the original Water and Wastewater Arrearages Programs.As with the Water and Wastewater Arrearages Programs,the Extended Arrearage Program will not disburse funds directly to customers for overdue accounts.All funds disbursed will be paid directly to the eligible community water systems,wastewater treatment providers, and wastewater billing entities for bill credits to be applied to eligible customer accounts. Beginning November 1,2023,community water systems,wastewater treatment providers,and wastewater billing entities can apply for funding during the 60-day application period.The State Water Board will begin disbursing funds to eligible entities that submitted applications within the 60- day application period by February 2024.Upon receiving funds,entities then have 60 days to credit customer accounts and let customers know in writing that the debt has been cleared or reduced.At the time of application,community water systems must cease shut-offs due to non-payment of bills and restore any discontinued services eligible to receive bill credits from the CEWWAPP.Community water systems,specifically,must offer to enroll customers with remaining debt into a payment plan, unless the customer currently is enrolled in a payment plan that can be carried forward after the bill credit is provided.In addition,customers must be notified that additional assistance may be available through LIHWAP and other low-income assistance programs.Within six months of receiving the funds,entities must return any unused funds back to the State Water Board and provide certification that the Extended Arrearage Program Funds were applied as bill credits. The City is eligible to apply to receive a total of approximately $8.3 million in CEWWAPP funding on behalf of eligible residential and commercial water and wastewater customers’(commercial excludes City of Fresno Printed on 12/22/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1717 Agenda Date:12/7/2023 Agenda #: 1.-W. behalf of eligible residential and commercial water and wastewater customers’(commercial excludes industrial,agricultural irrigation,or landscape irrigation)bills that are 60 days or more past due during the period starting June 16,2021,and ending December 13,2022.This total is comprised of a projected $5.3 million for 10,198 customer accounts in Water and $3.0 million for 10,125 customer accounts in Wastewater.This includes both active and inactive accounts,as well as customer accounts that have payment plans or payment arrangements.The final amount will be determined after all eligible customer account balances have been identified.Within 60 days of receiving CWWAPP funding,the City will allocate payments as bill credits directly to customer accounts to help address past-due billed amounts for water services and will notify customers of the amounts credited to their accounts.In addition,the City is eligible to apply for up to 3 percent or around $200,000 for the costs incurred in applying for or complying with the use and reporting conditions of the assistance.The total application amount will be approximately $8.5 million.The final application amount will be determined after all eligible customer account balances have been identified. The Extended Arrearage Program does not restrict an entity from receiving other COVID-19-related funding from other sources.However,entities receiving money for water arrearages and/or wastewater arrearages cannot also receive money from any other source for these same arrearages. The Resolution for authorization to apply and participate in the CEWWAPP has been approved as to form by the City Attorney’s Office.Adoption of this Resolution and identifying an individual authorized to execute agreements is necessary to proceed.As part of its application,the City must provide a completed Authorized Representative Delegation Form and Conditions of Payment form. ENVIRONMENTAL FINDINGS Pursuant to the definition in California Environmental Quality Act Guidelines (CEQA)Section 15378, participation in CEWWAPP is not a “project” for the purposes of CEQA. LOCAL PREFERENCE Local preference was not implemented because this action does not include a bid,an award of a construction contract, or approval of a services contract. FISCAL IMPACT Acceptance of the CEWWAPP funding will not impact the General Fund.The funds received will be used to reduce or eliminate past due balances on residential and certain commercial water and wastewater customer accounts.This will reduce accounts receivable and the potential for bad debt incurred by the Water and Wastewater enterprise systems.All funds,totaling $8.5 million,will be deposited in the Water Enterprise Fund (4000-4001)and Sewer Enterprise Fund (4500-4501).The estimated amounts are $8.3 million for customers’arrearages and $200,000 for program costs (3%of the arrearage amount). Attachment: Extended CWWAPP Resolution City of Fresno Printed on 12/22/2023Page 3 of 3 powered by Legistar™ 1 of 5 Date Adopted: Date Approved: Effective Date: City Attorney Approval: ______ Resolution No. RESOLUTION NO. ____________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO, CALIFORNIA, AUTHORIZING THE DEPARTMENT OF PUBLIC UTILITIES TO APPLY FOR AND PARTICIPATE IN THE CALIFORNIA EXTENDED WATER AND WASTEWATER ARREARAGE PAYMENT PROGRAM WHEREAS, Section 19.55 (17) of the State Budget Act of 2021, as established by Assembly Bill No. 128 (Chapter 21, Statutes of 2021) and as amended by Senate Bill No. 129 (Chapter 69, Statutes of 2021), provided nearly $1 billion to the State Water Resources Control Board (SWRCB) to administer the California Water and Wastewater Arrearage Payment Program (CWWAPP) to provide relief to community water and wastewater systems for unpaid bills related to the pandemic; and WHEREAS, Council previously adopted Resolutions 2021-303 and 2022-061 authorizing the Department of Public Utilities to apply for and participate in CWWAPP; and WHEREAS, on July 10, 2023, Governor Newsom signed a budget trailer bill expanding the arrearages program; and WHEREAS, this new Extended Water and Wastewater Arrearage Payment Program (Extended Arrearage Program) extends the COVID Relief Period to December 31, 2022, with the state legislature allocating the remaining $600 million in American Rescue Plan Act of 2021 for this Program; and WHEREAS, on October 3, 2023, the SWRCB adopted Extended Arrearage Program guidelines establishing the process and criteria for the allocation and 2 of 5 administration of funds appropriated for the program, including customer notification and shut-off protection requirements; and WHEREAS, the City operates a community water system and is a wastewater treatment provider with eligible customers that have past due bills during the modified COVID-19 pandemic bill relief period; and WHEREAS, the City is eligible to apply to receive Extended Arrearage Program funding on behalf of eligible customers; and WHEREAS, eligible customers are all residential and commercial customers (commercial excludes industrial, agricultural irrigation, and landscape irrigation), past due bills means any customer bills that are 60 days or more past due and includes active, inactive accounts, and closed accounts, as well as customer accounts that have payment plans or payment arrangements, and the modified COVID-19 pandemic bill relief period means the period beginning with the first billing period on or after June 16, 2021, that does not contain June 15, 2021, to December 31, 2022, inclusive, and include any customer billing period that includes these dates; and WHEREAS, within 60 days of receiving funds the City must allocate payments as bill credits to customers to help address past-due bills incurred during the modified COVID-19 pandemic bill relief period and notify customers of the amounts credited to their accounts; and WHEREAS, the City may expend up to 3 percent of the value reported in its application for customer arrears, or up to $1,000,000, whichever is less, for administrative costs incurred applying for or complying with the Extended Arrearage Program requirements; and 3 of 5 WHEREAS, pending final determination of eligible customer accounts, the City has identified approximately 10,198 eligible residential and commercial accounts with $5.3 million in water arrears and approximately 10,125 eligible residential and commercial accounts with $3 million in wastewater arrears; and WHEREAS, to receive Extended Arrearage Program funding on behalf of eligible customers the City must complete an application, including submitting all necessary data and information to support its request for Extended Arrearage Program funding. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno as follows: 1. The City approves and supports the Department of Public Utilities application for and participation in the California Extended Water and Wastewater Arrearage Payment Program (Extended Arrearage Program). 2. The Director of Public Utilities, or designee, is authorized to sign and file any and all documents necessary to apply for and receive moneys from the State Water Resources Control Board (SWRCB) for the Extended Arrearage Program. 3. The Director of Public Utilities, or designee, is authorized to provide any and all assurances, certifications, and commitments required to apply for and receive moneys from the SWRCB for the Extended Arrearage Program. 4. The Director of Public Utilities, or designee, is authorized and directed to represent the City in carrying out its responsibilities for participation in Extended Arrearage Program, including certifying disbursement requests on behalf of the City and compliance with applicable state laws. 4 of 5 5. The Director of Public Utilities, or designee, is authorized to accept and expend funds from the Extended Arrearage Program in accordance with the guidelines adopted by the SWRCB. 6. This resolution shall be effective upon final approval. * * * * * * * * * * * * * * 5 of 5 STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing resolution was adopted by the Council of the City of Fresno, at a regular meeting held on the day of 2023. AYES : NOES : ABSENT : ABSTAIN : Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Vote: , 2023 TODD STERMER, CMC City Clerk By: Deputy Date APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Jennifer M. Quintanilla Date Senior Deputy City Attorney City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1723 Agenda Date:12/7/2023 Agenda #: 1.-X. REPORT TO THE CITY COUNCIL FROM:BROCK D. BUCHE, PE, PLS, Director Department of Public Utilities BY:PETER MARACCINI, PE, PhD, Licensed Engineer Manager Department of Public Utilities - Utilities Planning & Engineering SUBJECT ***RESOLUTION - Authorize the Director of Public Utilities or designee(s) to prepare and submit applications, accept funds, and execute the financial assistance agreements and any amendments thereto with the California State Water Resources Control Board on behalf of the City of Fresno for the planning, design, and construction of water infrastructure to serve the communities of New Horizon Mobile Home Park and Del Oro-Metropolitan District: City Of Fresno Regional Consolidation Project Group 1. (Unincorporated Fresno County) (Subject to Mayor’s Veto) RECOMMENDATIONS Staff recommends City Council adopt the resolution and authorize the Director of Public Utilities, or designee, to sign and execute all associated documents on behalf of the City of Fresno. EXECUTIVE SUMMARY The communities of New Horizons Mobile Home Park (NHMHP) and Del Oro-Metropolitan District (Del Oro): City of Fresno Regional Consolidation Project Group 1, hereby referred to as the Project Beneficiaries, are small, Disadvantaged Communities (DAC) located outside of city limits but within the Sphere of Influence (SOI). The Project Beneficiaries are served by contaminated or vulnerable groundwater wells and desire to connect to the City’s drinking water distribution system. The Project Beneficiaries have been identified by the State Water Resources Control Board (SWRCB) as candidates for the Expedited Drinking Water Grant funding program (EDWG) that will fund 100 percent of the cost for system extensions and service connections. The Department of Public Utilities (DPU) intends to submit the applications to the SWRCB to fund the projects, which first requires the adoption of this resolution to authorize the Director of Public Utilities to prepare and submit the necessary applications, accept funds, and execute the financial assistance agreements and any amendments thereto on behalf of the City. DPU must and will obtain approval from Fresno Local Area Formation Commission (LAFCo) to extend services to the Project Beneficiaries prior to executing any funding agreement. City of Fresno Printed on 12/22/2023Page 1 of 3 powered by Legistar™ 12/07/2023 MA/AP 6-0 GB ABSENT R. 2023-312 File #:ID 23-1723 Agenda Date:12/7/2023 Agenda #: 1.-X. BACKGROUND The DPU has been working with the SWRCB on identifying DACs within or near the city limits that have residential groundwater wells and septic systems who would benefit from connecting to the City’s drinking water systems.Partnering with Self-Help Enterprises,the Leadership Counsel for Justice and Accountability,and the Project Beneficiaries themselves,DPU is developing various planning and construction applications documents for the EDWG program.Recently,the SWRCB communicated that the applications for the Project Beneficiaries to connect to the City’s drinking water system would be eligible for the EDWG,which first requires a resolution adopted by the City Council that designates an authorized representative or their designee(s)to prepare and submit applications,accept funds,and execute the financial assistance agreements and any amendments thereto.As the name suggests,the funding process for the EDWG is expedited and priority is being provided to the City to apply on behalf of the Project Beneficiaries assuming the City can submit the necessary paperwork expeditiously. A short description for each of the Project Beneficiaries is provided below: (1)New Horizon Mobile Home Park is located near the intersections of Olive and Marks Avenues and serves approximately 77 residential units with single groundwater well and residential septic system. NHMHP is experiencing elevated levels of Nitrate in their drinking water,possibly caused by a leaking septic system. There is also contamination from pesticides. (2)The Del Oro community is located near the intersection of Olive and Marty Avenues,west of the City,and currently serves approximately 29 residential units with a single groundwater well and residential septic system.Del Oro is experiencing elevated levels of Nitrate in their drinking water, possibly caused by a leaking septic system. The Project Beneficiaries are identified as DAC per SWRCB Division of Financial Assistance Criteria. As such,the water improvements are eligible for 100 percent grant funding through the EDWG program which as the name suggests,expedites the funding of drinking water projects for DACs. DPU intends to apply for the appropriate funding EDWG program to fund the installation of the water extensions to serve the Project Beneficiaries. The goal of this regional consolidation effort is to provide vulnerable water systems and residential communities with a safe and reliable drinking water source by consolidating with the City of Fresno. The Project Beneficiaries are located outside the City limits and are not currently eligible for annexation.Per California Government Code section 56133(c)LAFCo has the authority to authorize a city or special district to provide new or extended services outside of its jurisdictional boundaries to respond to an existing or impending threat to the health or safety of the public or residents of the affected territory.The City has initiated the process of obtaining approval from Fresno Local Area Formation Commission (LAFCo)to extend services to the Project Beneficiaries and will obtain approval prior to executing any agreements.Prior to the Project Beneficiaries connecting to the City’s water distribution services, they will enter into an Extra-territorial Service Agreement with the City. ENVIRONMENTAL FINDINGS By the definition of the California Environmental Quality Act (CEQA)Guidelines Section 15378,this City of Fresno Printed on 12/22/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1723 Agenda Date:12/7/2023 Agenda #: 1.-X. By the definition of the California Environmental Quality Act (CEQA)Guidelines Section 15378,this action is not a “Project” for the purposes of CEQA. LOCAL PREFERENCE Local preference was not implemented because this action does not include a bid or an award of a construction or services contract. FISCAL IMPACT This Project has no impact on the General Fund. No matching funds are required under this financial assistance agreement. Attachments: Attachment 1 - Resolution Attachment 2 - Vicinity Map City of Fresno Printed on 12/22/2023Page 3 of 3 powered by Legistar™ 1 of 4 Date Adopted: Date Approved: Effective Date: City Attorney Approval: ______ Resolution No. ____________ RESOLUTION NO. ____________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO, CALIFORNIA, AUTHORIZING THE DIRECTOR OF PUBLIC UTILITIES OR DESIGNEE(S) TO PREPARE AND SUBMIT APPLICATIONS, ACCEPT FUNDS, AND EXECUTE THE FINANCIAL ASSISTANCE AGREEMENTS AND ANY AMENDMENTS THERETO WITH THE CALIFORNIA STATE WATER RESOURCES CONTROL BOARD ON BEHALF OF THE CITY OF FRESNO FOR THE PLANNING, DESIGN, AND CONSTRUCTION OF WATER INFRASTRUCTURE TO SERVE THE COMMUNITIES OF NEW HORIZON AND DEL ORO: CITY OF FRESNO REGIONAL CONSOLIDATION PROJECT GROUP 1 WHEREAS, the communities of New Horizons Mobile Home Park (NHMHP) and Del Oro-Metropolitan District (Del Oro), known as the City of Fresno Regional Consolidation Project Group 1, hereby referred to as the Project Beneficiaries, are located outside of city limits but within the City’s Sphere of Influence (SOI); and WHEREAS, the Project Beneficiaries have been identified as Disadvantaged Communities (DAC) per State Water Resources Control Board (SWRCB) Division of Financial Assistance criteria; and WHEREAS, the Project Beneficiaries are served by residential groundwater wells and are not connected to the City’s drinking water distribution system; and WHEREAS, the Project Beneficiaries have been identified by the SWRCB as in urgent need of safe and reliable drinking water due to current groundwater wells that are either unsafe for consumption or vulnerable to failure; and WHEREAS, the Project Beneficiaries desire to connect to the City of Fresno (City) drinking water distribution system to alleviate risks to public health and gain access to a stable source of safe drinking water; and 2 of 4 WHEREAS, pursuant to California Government Code section 56133(c), the Fresno Local Area Formation Commission (LAFCo) may authorize a city or special district to provide new or extended services outside of its jurisdictional boundaries and outside of city limits or its SOI to respond to an existing or impending threat to the health or safety of the public or residents of the affected territory; and WHEREAS, prior to executing any agreements with the SWRCB for funding, DPU will obtain approval from LAFCo for the extension of water and sewer services to the Project Beneficiaries; and WHEREAS, prior to connecting to the City’s water distribution system, the Project Beneficiaries will enter into Extraterritorial Service Agreements with the City; and WHEREAS, the SWRCB has funding available through their Expedited Drinking Water Grant program (EDWG) that prioritizes safe, clean, reliable drinking water solutions for small, disadvantaged communities; and WHEREAS, the Department of Public Utilities intends to apply for funding through EDWG to fund installation of water extensions to serve the Project Beneficiaries; and WHEREAS, the SWRCB requires that the governing body of the applicant submit a resolution designating an authorized representative or their designee(s) to prepare and submit applications, accept funds, and execute the financial assistance agreements and any amendments thereto. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno as follows: 1. The Council of the City of Fresno, California authorizes this resolution. 3 of 4 2. The Director of Public Utilities (Authorized Representative) or designee(s) is authorized to prepare, sign, and file, for and on behalf of the City, a financial assistance application for a financial assistance agreement from the State Water Resources Control Board (SWRCB) and accept funds for the planning, design, and construction of the City of Fresno Regional Consolidation Project Group 1 to serve New Horizons Mobile Home Park and Del Oro-Metropolitan District. 3. The Authorized Representative or designee(s) is authorized and designated to provide the assurances, certifications, and commitments required for the financial assistance application, including executing a financial assistance agreement with the SWRCB and any amendment or changes thereto. 4. The Authorized Representative or designee(s) is designated to represent the City in carrying out the City's responsibilities under the financing agreements, including certifying disbursement requests on behalf of the City and compliance with applicable state and federal laws. 5. Subject to the foregoing provisions, the City certifies it has legal authority to participate in the aforementioned financial assistance programs with the state and federal government. 6. Nothing in this resolution binds or obligates the City's general fund, taxing authority, or borrowing power. 7. This resolution shall be effective upon final approval. 4 of 4 * * * * * * * * * * * * * * STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing resolution was adopted by the Council of the City of Fresno, at a regular meeting held on the day of 2023. AYES : NOES : ABSENT : ABSTAIN : Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Vote: , 2023 TODD STERMER, CMC City Clerk By: Deputy Date APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Jennifer M. Quintanilla Date Senior Deputy City Attorney City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1665 Agenda Date:12/7/2023 Agenda #:1.-Y. REPORT TO THE CITY COUNCIL FROM:SCOTT L. MOZIER, PE, Director Public Works Department BY:JILL M. GORMLEY, TE, Assistant Director Public Works Department, Traffic & Engineering Services Division JASON A. CAMIT, PLS, Chief Surveyor Public Works Department, Traffic & Engineering Services Division SUBJECT Actions pertaining to the dedication of those portions of City-owned property for the purpose of a public street easement, to accommodate the construction of Merced Street between Congo Alley and H Street (Council District 3): 1. Adopt a finding of Categorical Exemption per staff determination, pursuant to Section 15302 of the California Environmental Quality Act (CEQA) Guidelines, Environmental Impact Report Number 10126 2. RESOLUTION - Dedicating those portions of City-owned property for public street purposes to accommodate the construction of Merced Street between Congo Alley and H Street RECOMMENDATION Staff recommends the City Council adopt a finding of Categorical Exemption pursuant to Section 15302, Class 2 Replacement or Reconstruction and adopt a resolution dedicating those portions of City-owned property for public street purposes to accommodate the construction of Merced Street between Congo Alley and H Street. EXECUTIVE SUMMARY The City of Fresno has been awarded Measure “C” Transit-Oriented Development (TOD) funding by the Fresno Council of Governments and the Fresno County Transportation Authority to complete Merced Street between H Street and Congo Alley. The adopted Downtown Specific Plans identified the need for the Merced Street Reconnection project to reestablish a 600-foot segment of Merced Street, between Congo Alley and H Street as well as the 230-foot northerly extension of Broadway Street from its current terminus at Broadway Street connector roadway (280-feet north of Fresno Street) to intersect with the Merced Street extension. The project will consist of the construction to the ultimate right of way for Merced Street which is located on City-owned property. The construction will consist of new asphalt concrete pavement for two travel lanes, concrete curb, gutter, sidewalk, and tree wells. It is necessary for the Council to dedicate a public street easement on those portions of City-owned property (APNs 466-206-31T & 466-206-29T) for public street purposes along the City of Fresno Printed on 12/22/2023Page 1 of 3 powered by Legistar™ 12/07/2023 MA/LC 7-0 R. 2023-313 File #:ID 23-1665 Agenda Date:12/7/2023 Agenda #:1.-Y. of City-owned property (APNs 466-206-31T &466-206-29T)for public street purposes along the northwest side of Merced Street to accommodate the construction of Merced Street between Congo Alley and H Street.The proposed public street easement dedication is described in Exhibit A and is shown on Exhibit B of the attached resolution. BACKGROUND The Merced Street Reconnection project between Congo Alley and H Street was awarded Measure “C”TOD funding,one of the funding categories which were included in the 2006 Measure “C” Extension Expenditure Plan.The Merced Street Reconnection Project will consist of extending Merced Street from Congo Alley to H Street and extending Broadway Street from its terminus at the Broadway Street connector roadway to the new Merced Street extension.These new connections previously existed as evidenced by the existing street right-of-way for both Merced Street and Broadway Street.This project will remove the existing walkway and landscape to reestablish a 600- foot segment of Merced Street,between Congo Alley and H Street.The Merced Street project is being closely coordinated with the Hotel Fresno redevelopment. The street design work is progressing well towards final construction documents,through an agreement with Provost and Pritchard Consulting Group for design and construction support services, as approved by the Council on May 26, 2022. The proposed public street easement dedication as described in Exhibit A and shown on Exhibit B of the attached resolution would change the public use of that area to be consistent with the Downtown Specific Plan as previously adopted by the Council,allowing the construction of Merced Street,and allow the public utilities to be placed in the franchise area. The City Attorney’s Office has reviewed and approved the attached Resolution as to form. ENVIRONMENTAL FINDINGS Staff has performed a preliminary environmental assessment of this project and has determined that it falls within Class 2 (Replacement or Reconstruction)Categorical Exemptions set forth in Section 15302 of the California Environmental Quality Act (CEQA)Guidelines.Section 15302,Class 2 Categorical Exemption consists of replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced.The proposed project would be consistent with the provisions of a Class 2 Categorical Exemption because it would be limited to the reestablishment of an existing roadway and associated improvements.The proposed improvements would not increase the capacity of the roadway.In addition,the project would not result in potentially significant environmental impacts associated with its location,cumulative impacts, scenic resources,hazardous waste sites,historical resources,energy demand,or otherwise have the potential to result in a significant effect.There is no substantial evidence in the record that any of the exceptions to these Categorical Exemptions,set forth in CEQA Guidelines,Section 15300.2,apply to this project.Therefore,no adverse environmental impacts will occur as a result of the proposed project. LOCAL PREFERENCE Local preference does not apply because the dedication of public street does not involve bidding orCity of Fresno Printed on 12/22/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1665 Agenda Date:12/7/2023 Agenda #:1.-Y. Local preference does not apply because the dedication of public street does not involve bidding or contracting. FISCAL IMPACT This project is located in Council District 3 and will have no impact to the General Fund.The engineering design phase and street dedication work is being funded by the Measure C TOD grant for the Merced Street Reconnection Project,through funding included in the adopted FY2024 budget for the Public Works Department. Attachment(s): Merced St Dedication Vicinity Map EA NOE Memo Merced St Dedication Resolution City of Fresno Printed on 12/22/2023Page 3 of 3 powered by Legistar™ NORTH ANNADALECLOVISINTERNATIONALMAROABLACKSTONESHEPHERD PERRIN BEHYMERMAPLEFRESNOFIRSTMILLBROOKCEDARCHESTNUTWILLOWCOPPER OLIVE BELMONT GETTYSBURG BULLARD BARSTOW SHAW ALLUVIAL HERNDON SIERRA NEESFRUITTEAGUEVALENTINEWEST SHIELDS CLINTON McKINLEYCORNELIAMARKSBLYTHEBRAWLEYVAN NESSPALMGRANTLANDBRYANGARFIELDBULLARD OLIVE BELMONT ASHLAN DAKOTA GETTYSBURG CLINTON SHIELDS McKINLEY BARSTOW SHAW HERNDON SIERRA HAYESPOLKTEMPERANCEJENSEN CALIFORNIA BUTLER CHURCH KINGS CANYON TULARE CEDARWESTHUGHESMARKSFIGWALNUTFRUITEASTELMCHERRYORANGEMAPLEWILLOWMINNEWAWAPEACHCLOVISSUNNYSIDEFOWLERARMSTRONGNORTH ANNADALE JENSEN KEARNEY CHURCH CALIFORNIA NIELSEN WHITES BRIDGE TEMPERANCEARMSTRONGSUNNYSIDEFOWLERMUSCAT MALAGA AMERICANGRANTLANDHAYESBRYANBLYTHEBRAWLEYVALENTINECHATEAUFRESNO LOCANHAYESGRANTLANDCHATEAUFRESNODE WOLFLEONARDHIGHLANDCENTRAL PROJECT SITE Project ID: PW00902 Council District: 3 PROPOSED DEDICATION OF MERCED STREET BETWEEN CONGO ALLEY AND H STREETN 01.530.75 Miles DEPARTMENT OF PUBLIC WORKS VICINITY MAP Legend City Limits District 3 October 11, 2023 Gustavo Rangel, Engineer City of Fresno, Public Works Department Engineering Services Division 2600 Fresno Street, Room 4016 Fresno, CA 93721 Re: PW00902 Merced Street Reconnection - Supporting Memorandum for Categorical Exemption (Class 2 – Replacement or Reconstruction) / SWCA Project No. 73586-006 Dear Mr. Rangel: This memorandum provides supporting documentation for determining the Merced Street Reconnection Project (project) exempt from the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines 15302, Class 2, Replacement or Reconstruction. PROJECT OVERVIEW The City of Fresno (City) proposes to re-establish an existing 600-foot-long segment of Merced Street, between H Street and Congo Alley, and an existing 230-foot-long northerly extension of Broadway Street from the current terminus, approximately 280 feet north of Fresno Street to intersect with the proposed Merced Street extension in the city of Fresno, California. The proposed project would include the installation of associated improvements, including sidewalk, curbs, curb ramps, streetlights, and landscaping improvements. Two portions of City-owned property within the project area would be dedicated as public street easements by Resolution to accommodate the construction of the project. The proposed project would be located adjacent to Hotel Fresno (Local Register Historic Property Number 166); however, all work would be conducted within the existing City Right-of-Way (ROW) and no property acquisition or other disturbance would be required. APPLICABLE EXEMPTION A Class 2 Categorical Exemption consists of replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced. The proposed project would be consistent with the provisions of a Class 2 Categorical Exemption because it would be limited to the re- establishment of an existing roadway and associated improvements. The proposed project includes the redevelopment and reactivation of the former alignment of Merced Street, between H Street and Congo Alley, as well as a perpendicular segment of Broadway. All of these segments border the Fresno Hotel property, which is a known historic resource. Although the existing conditions of the streetscape would be significantly changed from the current configuration, this would ultimately have no effect on historical resources. Essentially, these segments were converted from an active part of Merced Street first into an offramp-like extension of Fresno Street in the 1960s, and later converted again into a pedestrian plaza around the Fresno IRS Compliance building in 2003. By reactivating the roadways for automobile circulation, the project would be reconnecting the circulation around the historic Fresno Hotel to the grid pattern that is characteristic of downtown, and ultimately restore the surrounding streetscape to a condition and pattern of use that is more consistent with the historic setting of the hotel property. As such, the reconfiguration of Merced Street and a portion of 2 Broadway between H Street and Congo Alley in downtown Fresno would improve the integrity of setting of the historic Frenso Hotel by restoring the circulation patterns and configurations of the streetscape to a condition that is more consistent with the historical resource’s period of significance of 1912 to 1962. Therefore, the Merced Street reactivation project would have no significant impact on historical resources. The proposed improvements would not increase the capacity of the roadway. In addition, the project would not result in potentially significant environmental impacts associated with its location, cumulative impacts, scenic resources, hazardous waste sites, historical resources, energy demand, or otherwise have the potential to result in a significant effect. Sincerely, Jacqueline Markley, AICP Senior Environmental Planner Attachment A Notice of Exemption 3 ATTACHMENT A Notice of Exemption 4 RESOLUTION NO. ----- A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO, CALIFORNIA, DEDICATING THOSE PORTIONS OF CITY-OWNED PROPERTY FOR PUBLIC STREET PURPOSES TO ACCOMMODATE THE CONSTRUCTION OF MERCED STREET BETWEEN CONGO ALLEY AND H STREET WHEREAS, the City of Fresno is the owner of the subject property; and WHEREAS, the purpose of this dedication is to accommodate the construction of Merced Street between Congo Alley and H Street; and WHEREAS, the proposed areas to be dedicated as described in Exhibit A and as shown on Exhibit B, said exhibits are incorporated herein by reference and on file in the Office of the City Clerk of the City at Fresno City Hall, 2600 Fresno Street, Fresno, California, 93721; and WHEREAS, the Capital Projects Department and Public Works Department have determined that the proposed easement dedications as described in Exhibit A and as shown on Exhibit B attached herein is adequate for the proposed public street improvements. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno as follows: 1.That those portions of a City-owned property described in Exhibit A and as shown on Exhibit B" are hereby dedicated for the purpose of a public street easement. 2.Nothing contained in this resolution shall be deemed or interpreted by any party to cause any interest created in the public pursuant to this resolution to ripen into any title, interest, or right of the public against or adverse to the rights of the City of Fresno 1 of 2 Date Adopted: Date Approved: Effective Date: \.,f A( City Attorney Approval: �Resolution No. ---- City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1682 Agenda Date:12/7/2023 Agenda #: 1.-Z. REPORT TO THE CITY COUNCIL FROM:SCOTT L. MOZIER, PE, Director Public Works Department BY:JILL M. GORMLEY, TE, Assistant Director Public Works Department, Traffic & Engineering Services Division ANN D. KLOOSE, Manager Public Works Department, Sustainability Division SUBJECT ***RESOLUTION - Authorizing the submission of a grant application to the United States Department of Energy for up to $494,390 in funding from the 2023 Energy Efficiency and Conservation Block Grant Program; and authorizing the execution of grant application and grant agreement documents by the Public Works Director or designee. (Subject to Mayor’s Veto) RECOMMENDATION Staff recommends that the City Council adopt a resolution authorizing the submission of a grant application to the United States Department of Energy (DOE) Office of State and Community Energy Programs (SCEP) 2023 Energy Efficiency and Conservation Block Grants (EECBG) Program totaling up to $494,390 in requests for funding and authorize the execution of all grant applications and grant agreement documents by the Public Works Director or designee. EXECUTIVE SUMMARY The Grant Program is administered by the DOE and SCEP. The purpose of this program is to assist states, local governments, and Tribes in implementing strategies to reduce the total energy use, to improve energy efficiency in appropriate sectors, to reduce fossil fuel emissions, and to build a clean and equitable energy economy. Eligible entities can use flexible EECBG Program funding for projects and programs that cut carbon emissions, improve energy efficiency, and reduce energy use. This initial offering is currently anticipated to be a single opportunity with an application deadline extended to April 30, 2024. The City will submit for up to $494,390 for a project for the acquisition and implementation of a municipal energy data management system. An energy data management system will allow the City to track, monitor and adjust our energy usage, which includes over 2,000 electricity accounts. City of Fresno Printed on 12/22/2023Page 1 of 2 powered by Legistar™ 12/07/2023 GB/NE 7-0 R. 2023-314 APPROVED ON CONSENT File #:ID 23-1682 Agenda Date:12/7/2023 Agenda #: 1.-Z. BACKGROUND The Department of Energy (DOE)and Office of State and Community Energy Programs (SCEP) published program guidance and allocations for the Energy Efficiency and Conservation Block Grant (EECBG)Program.The Infrastructure Investment &Jobs Act referred to as the “Bipartisan Infrastructure Law”or “BIL”authorized and appropriated $550 million to be appropriated to the Secretary of Energy for the EECBG Program.The DOE Formula Grant Funding allocation for local governments nationwide totals $299 million. The City of Fresno has been allocated $494,390. The Sustainability Division of the Department of Public Works has successfully implemented a wide array of citywide energy efficiency and renewable energy programs which will significantly reduce annual emissions and save the City taxpayers an estimated $166 million over the next 20 years.The challenge for many public agencies,including the City of Fresno,has been to track,monitor and adjust the energy usage at City facilities.This function is important because being able to monitor and manage energy data can provide additional energy efficiency,improve operational efficiency, increase utility bill savings,and provide the information needed to become compliant with regulatory reporting requirements.The acquisition and implementation of an energy management program and software has been identified as an eligible use for the EEBCG allocation. The Public Works Department submitted a pre-award application in April of this year as required by the SCEP.The grant applications are due on April 30,2024.The City Attorney’s office has reviewed and approved the staff report and resolution as to form. ENVIRONMENTAL FINDINGS Pursuant to California Environmental Quality Act (CEQA)Guidelines Section 15378,this item is not a project for the purposes of CEQA. LOCAL PREFERENCE Local preference is not included because this resolution does not include a bid or award of a construction or services contract. FISCAL IMPACT If awarded, the grant does not require a match of cash or in-kind contribution. Attachment(s): Resolution City of Fresno Printed on 12/22/2023Page 2 of 2 powered by Legistar™ 1 of 3 Date Adopted: Date Approved: Effective Date: City Attorney Approval: ______ Resolution No. ____________ RESOLUTION NO. ____________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO, CALIFORNIA, AUTHORIZING THE SUBMISSION OF A GRANT APPLICATION TO THE U.S. DEPARTMENT OF ENERGY FOR UP TO $494,390 IN FUNDING FROM THE 2023 ENERGY EFFICIENCY AND CONSERVATION BLOCK GRANT PROGRAM; AND AUTHORIZING THE EXECUTION OF GRANT APPLICATION AND GRANT AGREEMENT DOCUMENTS BY THE PUBLIC WORKS DIRECTOR OR DESIGNEE WHEREAS the City of Fresno is an eligible applicant of the Energy Efficiency and Conservation Block Grant (EECBG) funds; and WHEREAS, eligible entities can use flexible EECBG funding for projects and programs that cut carbon emissions, improve energy efficiency, and reduce energy use; and WHEREAS, the United States Department of Energy has issued an EECBG Notice of Funding Opportunity (NOFO) for an estimated available funding of $430,000,000; and WHEREAS, the Department of Public Works intends to submit an application for funding for a project for the acquisition and implementation of a municipal energy data management system; and WHEREAS, an energy data management system would allow the City to track, monitor and adjust the City’s energy usage, which includes over 2,000 electricity accounts; and WHEREAS, under the current NOFO, the City of Fresno is eligible to receive up to $494,390. Date Adopted: Date Approved: Effective Date: City Attorney Approval: ______ 2 of 3 Resolution No. ____________ NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno as follows: 1. The Council approves and supports the application(s) for grant funding from the United States Department of Energy, Energy Efficiency and Conservation Block Grant Program for the eligible projects and participation therein consistent with constitutional and local law requirements and this resolution. 2. The Council authorizes the Director of Public Works or designees to execute and submit all grant application related documents and execute grant related agreements, subject to prior approval as to form by the City Attorney’s Office. 3. This resolution shall be effective upon final approval. Date Adopted: Date Approved: Effective Date: City Attorney Approval: ______ 3 of 3 Resolution No. ____________ * * * * * * * * * * * * * * STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing resolution was adopted by the Council of the City of Fresno, at a regular meeting held on the day of 2023. AYES : NOES : ABSENT : ABSTAIN : Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Vote: , 2023 TODD STERMER, CMC City Clerk By: Deputy Date APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Jennifer M. Quintanilla Date Senior Deputy City Attorney City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1696 Agenda Date:12/7/2023 Agenda #: 1.-AA. REPORT TO THE CITY COUNCIL FROM:SCOTT MOZIER, PE, Director Public Works Department BY:JILL M. GORMLEY, TE, Assistant Director Public Works Department, Traffic & Engineering Services Division ANNE SEHM, Grants Administrator Public Works Department, Grants & Project Administration SUBJECT RESOLUTION - Authorizing the Submission of a Grant Application to the Fresno Council of Governments (Fresno COG) for the 2023 Regional Early Action Plan 2.0 Grant Program (REAP)for Capital Improvement Projects that Promote In-Fill Affordable Housing near High-Quality Transit in an amount not to exceed $13,000,000 for the further implementation and construction of the Blackstone Avenue Smart Mobility Project from State Route 180 to Pine Avenue; and Authorizing the Execution of Grant Application and Grant Agreement Documents by the Public Works Director or Designee (Council Districts 1, 3 and 7) RECOMMENDATION Staff recommends that the City Council adopt a resolution authorizing the submission of a grant application to the 2023 REAP 2.0 Grant Program for Capital Improvement Projects that Promote In- Fill Affordable Housing near High-Quality Transit in an amount not to exceed $13,000,000 to implement elements of the Blackstone Avenue Smart Mobility Project from State Route 180 to Pine Avenue; and authorize the execution of all grant application and grant agreement documents by the Public Works Director or designee. EXECUTIVE SUMMARY Staff is requesting authorization to submit a grant application to the 2023 REAP 2.0 Grant Program for Capital Improvement Projects that Promote In-Fill Affordable Housing near High-Quality Transit. The application will request funds for implementation and construction of a segment of the Southern Blackstone Avenue Smart Mobility Strategy, dated March 27, 2019, between State Route 180 and Pine Avenue. The proposed project concept is consistent with the Blackstone Smart Mobility Strategy previously adopted by the Council, including protected bicycle lanes, pedestrian-scale lighting, sidewalk and crosswalk improvements, and landscaping to transform the Blackstone and Abby corridors into mixed-use, transit-oriented and multi-modal corridors. City of Fresno Printed on 12/22/2023Page 1 of 3 powered by Legistar™ 12/07/2023 GB/NE 7-0 R. 2023-315 APPROVED ON CONSENT File #:ID 23-1696 Agenda Date:12/7/2023 Agenda #: 1.-AA. REAP 2.0 is a flexible program that was designed to accelerate progress towards California’s housing goals and climate commitments through strengthened partnership between the state,its regions,and local entities.REAP 2.0 funds will accelerate infill housing development,reduce Vehicle Miles Traveled (VMT),increase housing supply at all affordability levels,affirmatively further fair housing (AFFH),and facilitate the implementation of adopted regional and local plans to achieve these goals. BACKGROUND The REAP program was developed in 2019 through the Budget Action,Governor Gavin Newsom allocated $250 million for all regions,cities,and counties to do their part by prioritizing planning activities that accelerate housing production to meet identified needs of every community.Housing and Community Development (HCD)established REAP with $125 million allocated to regions.REAP 2019 provided a one-time grant funding to regional governments and regional entities for planning activities that was to accelerate housing production and facilitate compliance in implementing the sixth cycle of the Regional Housing Needs Allocation. REAP 2.0 builds on the success of REAP 2019,but expands the program focus by integrating housing and climate goals and allowing for broader planning and implementation investments (including infrastructural investments that support infill development which facilitates housing supply, choice,and affordability).REAP 2.0 is administered by the California Department of Housing and Community Development (HCD)in collaboration with the Governor’s Office of Planning and Research (OPR),the Strategic Growth Council (SGC),and the California Air Resources Board (CARB). REAP 2.0 allocated a total of $600 million available for the following eligible applicants:Metropolitan Planning Organizations (MPO)Allocations,Rural &Trial,High Impact Transformative,and Government Administration.85%of the program’s funding went directly to the state’s 18 MPOs. Fresno COG received a total of $13 million of the MPO allocation. There is a total of $13 million available for the Fresno COG Call for Projects,and Fresno COG’s REAP 2.0 scoring committee is tasked with assessing applications against a variety of primary and secondary factors.Fresno COG staff will average the scores assigned by each of the committee members to rank and prioritize projects.Grant scoring is weighted in favor of projects that can present a strong nexus to accelerate infill housing development,reduce Vehicle Miles Traveled (VMT),increase housing supply at all affordability levels,affirmatively further fair housing (AFFH), and facilitate the implementation of adopted regional and local plans. Applications are due on December 15,2023.Projects selected for funding by the scoring committee will receive final approval by the Fresno COG no later than June 2024.Projects selected for funding must be able to enter into an agreement with Fresno COG and expend the funds no later than June 30, 2026. The City Attorney’s office has reviewed and approved the resolution as to form. ENVIRONMENTAL FINDINGS City of Fresno Printed on 12/22/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1696 Agenda Date:12/7/2023 Agenda #: 1.-AA. This item is not a project for the purposes of the California Environmental Quality Act. LOCAL PREFERENCE Local preference is not included because this resolution does not include a bid or award of a construction or services contract. FISCAL IMPACT This resolution will have no impact on the General Fund. No matching funds are required. Attachment(s): Resolution City of Fresno Printed on 12/22/2023Page 3 of 3 powered by Legistar™ 1 of 3 Date Adopted: Date Approved: Effective Date: City Attorney Approval: Resolution No. RESOLUTION NO. _______ RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO, CALIFORNIA, AUTHORIZING THE PUBLIC WORKS DIRECTOR OR DESIGNEE TO SUBMIT A GRANT APPLICATION IN AN AMOUNT NOT TO EXCEED $13,000,000 FOR THE 2023 REGIONAL EARLY ACTION PLANNING (REAP 2.0) CALL FOR PROJECTS FROM THE FRESNO COUNCIL OF GOVERNMENTS TO FUND THE FURTHER IMPLEMENTATION AND CONSTRUCTION OF THE BLACKSTONE SMART MOBILITY PROJECT FROM STATE ROUTE 180 TO PINE AVENUE, AND AUTHORIZING THE EXECUTION OF GRANT AGREEMENT AND APPLICATION RELATED DOCUMENTS BY THE PUBLIC WORKS DIRECTOR OR DESIGNEE WHEREAS, the City of Fresno is an eligible applicant of the 2023 Regional Early Action Planning 2.0 Grant Program (REAP 2.0); and WHEREAS, eligible entities can use REAP 2.0 funds for the purpose of capital improvement projects that promote in-fill affordable housing near high-quality transit; and WHEREAS, the California Department of Housing and Community Development (HCD), in collaboration with the Office of Planning and Research (OPR), the Strategic Growth Council (SGC), and the State Air Resources Board (CARB) has issued a Notice of Funding Availability for an estimated available funding of approximately $510,000,000.00 for REAP 2.0; and WHEREAS, the Fresno Council of Governments is set to receive $13,000,000.00 for REAP 2.0 to administer the program; and WHEREAS, the Fresno Council of Governments has requested applications from eligible agencies; and KAS 2 of 3 WHEREAS, the Department of Public Works intends to submit an application for funding for a project for the implementation and construction of a segment of the Southern Blackstone Avenue Smart Mobility Strategy, dated March 27, 2019, between State Route 180 and Pine Avenue; and WHEREAS, the Southern Blackstone Avenue Smart Mobility Strategy is a critical document that guides investments in improving existing conditions towards Complete Streets; and NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno as follows: 1. The Council approves and supports the application(s) for the grant funding from the California Department of Housing and Community Development, 2023 Regional Early Action Plan 2.0 Grant Program (REAP 2.0) for the eligible projects and participation therein consistent with constitutional and local law requirements and this resolution. 2.The Council appoints and authorizes the Director of Public Works or designee, to execute and submit all grant application related documents and execute grant related agreements on behalf of the City of Fresno, subject to prior approval as to form by the City Attorney’s Office. 3.This resolution shall be effective upon final approval. 3 of 3 * * * * * * * * * * * * * * * * * * * * * * * STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing resolution was adopted by the Council of the City of Fresno, at a regular meeting held on the day of , 2023. AYES : NOES : ABSENT : ABSTAIN : TODD STERMER, CMC City Clerk By: Date Deputy APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Kelsey A. Seib Date Deputy City Attorney City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1699 Agenda Date:12/7/2023 Agenda #: 1.-BB. REPORT TO THE CITY COUNCIL FROM:SCOTT MOZIER, PE, Director Public Works Department BY:BRIAN E. RUSSELL, Assistant Director Public Works Department, Streets, Landscape, and Graffiti Divisions ERIKA PELAYO-LOPEZ, Community Coordinator Public Works Department, Landscape Maintenance Division SUBJECT Approve the First Amendment to the Consultant Services Agreement with Dudek extending the consultants performance period by three months to March 31, 2024, to continue professional services related to the development of the Urban Forest Management Plan (Citywide). RECOMMENDATION Staff recommends that Council approve the First Amendment to the Consultant Services Agreement with Dudek extending the consultants performance period by three months to March 31, 2024, to continue professional services related to the development of the Urban Forest Management Plan, and to authorize the Public Works Director or designee to sign the first amendment to the Agreement on behalf of the City of Fresno. EXECUTIVE SUMMARY On June 25, 2020, the City was awarded a California Department of Forestry and Fire Protection (CAL FIRE) grant that provided funding to hire a consultant that would assess the City’s current urban forest, tree inventory, green canopy, along with City policies. This plan will provide guidance, direction, and suggested changes to the City’s current processes with the goal of creating a forty- year Urban Forest Management Plan. This plan will be comprehensive including both recommendations for maintenance and expansion of the City of Fresno Urban Forest. Upon completion of the draft master plan, staff will present to Council for consideration and final adoption. BACKGROUND City of Fresno Printed on 12/22/2023Page 1 of 3 powered by Legistar™ 12/07/2023 GB/NE 7-0 APPROVED ON CONSENT File #:ID 23-1699 Agenda Date:12/7/2023 Agenda #: 1.-BB. A Request for Qualifications (RFQ) for the Urban Forest Management Plan was published on June 12, 2021, in the Fresno Business Journal and Planet Bids. A public bid opening was held on June 24, 2021, and two bids were received. Staff conducted interviews with both companies and Dudek was selected as the most qualified and experienced. The original project scope was expected to take approximately 16 months to complete and was originally scheduled to conclude with a recommended final plan for adoption in December 2023. Staff recommends that the City Council approve the first amendment to the consultant services agreement with Dudek extending the performance period by three months. This additional time is needed to properly review the draft plan, to integrate the public and stakeholder comments and input, and route the final draft to Council for consideration and approval. This project remains on budget, however additional time is needed to complete the draft plan. This first amendment to the consultant services agreement is adding an additional three months to the contract duration. The project scope included community outreach which included a community online survey, community meetings, and two Urban Forest Summits. Dudek conducted a series of interviews which included City staff that are involved in design and management activities that may also affect tree preservation and green infrastructure design or planning efforts within the City. The goal during these interviews was to identify and build upon the following: ·Existing tree management and protection policies and regulations in comparison to model tree ordinances. ·Internal protocol and processes for design, tree removal requests, pruning, use of inventory database and GIS tools. Along with reviews of other maintenance and tree planting activities being conducted by all City departments. ·Financial and human resources dedicated to urban forestry management, plan review, and permitting. ·Potential future tree management or planting activities. ·City ordinances, regulations, and permits in place that affect tree management, tree protection, tree removal, or tree planting. ·Goals, policies, and priorities of each department that relate to tree management, tree protection, or tree planting. ·Urban forest program funding. ENVIRONMENTAL FINDINGS Pursuant to California Environmental Quality Act (CEQA) Guidelines section 15378, this is not a project as defined by CEQA. LOCAL PREFERENCE Local preference was not implemented because this is an existing contract. FISCAL IMPACT This request will have no impact on the General Fund as the dollars are from a CalFire grant and are City of Fresno Printed on 12/22/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1699 Agenda Date:12/7/2023 Agenda #: 1.-BB. This request will have no impact on the General Fund as the dollars are from a CalFire grant and are included in the adopted budget. There is no cost increase associated with the time extension. Attachment(s): Original Agreement First Amendment to the Agreement City of Fresno Printed on 12/22/2023Page 3 of 3 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1764 Agenda Date:12/7/2023 Agenda #: 1.-CC. REPORT TO THE CITY COUNCIL FROM:NELSON ESPARZA, Councilmember District 7 SUBJECT Approve a Marketing Agreement with Utility Service Partners Private Label Inc., dba SLWA Insurance Services, in the amount of $123,000 per year for a total of $615,000 to be paid to the City of Fresno, to market service plans city residents for sewer and water line laterals Attachment: Agreement City of Fresno Printed on 12/22/2023Page 1 of 1 powered by Legistar™ 12/07/2023 GB/NE 7-0 WITH CLARIFICATION REGARDING LOGO 1 MARKETING AGREEMENT This MARKETING AGREEMENT (Agreement) is entered into by and between the City of Fresno, California (City), and Utility Service Partners Private Label Inc., a Delaware corporation, d/b/a SLWA Insurance Services (Company), herein collectively referred to singularly as “Party” and collectively as the “Parties”. This Agreement shall be effective on the last signature date set forth below (Effective Date). RECITALS WHEREAS, sewer and water line laterals between the mainlines and the connection on residential private property are owned by individual residential property owners residing in the City (Property Owner); and WHEREAS, City desires to announce to Property Owners the opportunity, but not the obligation, to purchase a service plan and other similar products set forth in Exhibit A or as otherwise agreed in writing from time-to-time by the Parties (each, a Product and collectively, the Products); and WHEREAS, Company, a subsidiary of HomeServe USA Corp., is the administrator of the National League of Cities Service Line Warranty Program and has agreed to make the Products available to Property Owners subject to the terms and conditions contained herein; and NOW, THEREFORE, in consideration of the foregoing recitals, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and with the intent to be legally bound hereby, the Parties agree as follows: 1. Purpose. City hereby grants to Company the right to market the Products to Property Owners subject to the terms and conditions herein. 2. City Obligations. A. Grant of License. City grants to Company a non-exclusive license (License) to use City’s designated names, symbols, trademarks, service marks, logotypes, trade names and insignias owned by City or its affiliates (Marks), which may include the use of City’s logo and name in, in signature lines, and in marketing materials to be sent to Property Owners, all at Company’s sole cost and subject to City’s prior review and approval, which will not be unreasonably conditioned, delayed, denied, or withheld. City represents, warrants and covenants that as of the Effective Date, and at all times during the Term, City has, and shall have, the full right, power and authority to grant the License, and such grant does not, and will not, infringe the intellectual property rights of any third party. In the event that City extends a similar license to a competitor of Company during the Term, City shall provide thirty (30) days’ written notice prior to such grant of license and Company may immediately terminate this Agreement. 2 B. Property Owner Data. If City elects to do so, on or immediately after the Effective Date, City will provide Company with “zip plus 4” data for its Property Owners in a mutually agreed-upon electronic format. Thereafter, throughout the Term, City shall promptly notify Company of any updates to such data. Company may obtain any name, service address, postal address, and any other appropriate or necessary data for Property Owners in the City (Property Owner Data) from a third party, for use by Company in furtherance of the advertisement, marketing, and sale of the Products and such Property Owner Data shall be the property and Confidential Information of Company. A Property Owner who has purchased a Product is a member (Member) and, following such purchase, all data in Company’s control or possession relating to Members is Company’s property. 3. Term. The term of this Agreement (Initial Term) shall be for Five Years from the Effective Date. The Agreement will automatically renew for additional one (1) year terms (each a Renewal Term, and collectively with the Initial Term, the Term) unless one of the Parties gives the other written notice at least ninety (90) days prior to end of the Initial Term or of a Renewal Term that the Party does not intend to renew this Agreement. In the event that Company is in material breach of this Agreement, City may terminate this Agreement thirty (30) days after giving written notice to Company of such breach, if said breach is not cured during said thirty (30) day period. Beginning eighteen (18) months after the Effective Date, City may also terminate this Agreement for any reason on ninety (90) days’ written notice to Company. Company will be permitted to complete any marketing initiative initiated prior to termination of this Agreement after which time, neither Party will have any further obligations to the other and this Agreement will terminate. 4. Consideration. As consideration for the License granted in Section 2.A. above, Company shall pay City a fee (Brand Fee) as set forth in Exhibit A. Payment of the Brand Fee for the first year of the Initial Term is subject to the approval and mailing of the first campaign for that year. Thereafter, payment of the Brand Fee is subject to City’s timely approval of all other marketing materials for the prior year of the Term and the approval and mailing of the first campaign of the then current year of the Term. Company will pay the applicable Brand Fee to City within thirty (30) days after such campaign mailings have been made and applicable City approvals secured. 5. Confidentiality. Each party will treat all non-public, confidential and trade secret information received from the other party as confidential, and such party shall not disclose or use such information in a manner contrary to the purposes of this Agreement. Notwithstanding the foregoing, City shall not be liable for any disclosure of confidential information that is required to be disclosed under any applicable public records act or under court order. City shall provide notice to Company prior to any such disclosure. 6. Ruling and/or Code Change. In the event that: (i) a change or proposed change in any laws, statutes, treaties, rules, codes, ordinances, regulations, permits, official guidelines, judgments, orders and interpretations (Applicable Laws), or municipal or similar codes; or (ii) an interpretation, policy, ruling, or order by any court, tribunal, arbitrator, regulatory agency, commission, including a public service commission or similar body of a municipality, or other instrumentality of the United States, or any state, 3 county, city, or other political subdivision; negatively or potentially negatively impacts the terms of this Agreement or the obligations of the Parties set forth in this Agreement, the Parties shall negotiate in good faith to modify the terms of this Agreement accordingly. Should the Parties be unable to reach a mutual agreement to revise this Agreement, then either Party may terminate this Agreement on thirty (30) days’ written notice to the other Party. 7. Indemnification. To the furthest extent allowed by law, Company shall indemnify, hold harmless and defend City and each of its officers, officials, employees, agents, and volunteers (“Indemnitees”) 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, Company or any other person or its Indemnitees, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses and cost to enforce this agreement), arising or alleged to have arisen directly or indirectly out of performance of this Agreement. Company's obligations under the preceding sentence shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the active negligence, or caused by the willful misconduct, of City or any of its Indemnitees. If Company should subcontract all or any portion of the work to be performed under this Agreement, Company shall be liable to City for the acts and omissions of such subcontractors in their performance of such work and shall indemnify the City and its Indemnitees hereunder as if such work was performed by employees of Company . This section shall survive termination or expiration of this Agreement. 8. Notice. Any notice required to be given hereunder shall be deemed to have been given when notice is (i) received by the Party to whom it is directed by personal service, (ii) sent by electronic mail (provided confirmation of receipt is provided by the receiving Party), or (iii) deposited as registered or certified mail, return receipt requested, with the United States Postal Service, addressed as follows: To: City: ATTN: Georgeanne White, City Manager City of Fresno 2600 Fresno St. Fresno, CA 93721 Email: Georgeanne.white@fresno.gov Phone: (559) 621-7770 To: Company: ATTN: Chief Growth Officer Utility Service Partners Private Label Inc., d/b/a SLWA Insurance Services 601 Merritt 7, 6th Floor Norwalk, CT 06851 Phone: (866) 974-4801 4 9. Modifications or Amendments/Entire Agreement. Except for the list of available Products under the Agreement, which may be amended from time to time by the Parties in writing and without signature, any and all of the representations and obligations of the Parties are contained herein, and no modification, waiver or amendment of this Agreement or of any of its conditions or provisions shall be binding upon a Party unless in writing signed by that Party. 10. Assignment. Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party unless such assignment or delegation is to an affiliate or to an acquirer of all or substantially all of the assets of the transferor. 11. Counterparts/Electronic Delivery; No Third Party Beneficiary. This Agreement may be executed in counterparts, all such counterparts will constitute the same contract and the signature of any Party to any counterpart will be deemed a signature to, and may be appended to, any other counterpart. Executed copies hereof may be delivered by email and upon receipt will be deemed originals and binding upon the Parties hereto, regardless of whether originals are delivered thereafter. Nothing expressed or implied in this Agreement is intended, or should be construed, to confer upon or give any person or entity not a party to this agreement any third- party beneficiary rights, interests, or remedies under or by reason of any term, provision, condition, undertaking, warranty, representation, or agreement contained in this Agreement. 12. Choice of Law. The Parties shall maintain compliance with all Applicable Laws with respect to its obligations under this Agreement. The governing law shall be the laws of the State of California, without regard to the choice of law principles of the forum state. 13. Incorporation of Recitals and Exhibits. The above Recitals and Exhibit A attached hereto are incorporated by this reference and expressly made part of this Agreement. 14. Nondiscrimination. To the extent required by Applicable Laws, Company shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and during the performance of this Agreement, Company agrees as follows: A. Company will comply with all Applicable Laws providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement. 5 B. Company will not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Company shall ensure that applicants are employed, and the employees are treated during employment, without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such requirement shall apply to Company’s employment practices including, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. To the extent required by Applicable Laws, Company agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. C. To the extent required by Applicable Laws, Company will, in all solicitations or advertisements for employees placed by or on behalf of Company in pursuit hereof, state that all qualified applicants will receive consideration for employment without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. D. To the extent required by Applicable Laws, Company will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising such labor union or workers' representatives of Company’s commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. E. If Company should subcontract all or any portion of the services to be performed under this Agreement, Company shall cause each subcontractor to also comply with the requirements of this Section 14. 15. Independent Contractor. A. In the furnishing of the services provided for herein, Company is acting solely as an independent contractor. Neither Company, nor any of its officers, agents, or employees shall be deemed an officer, agent, employee, joint venturer, partner, or associate of City for any purpose. City shall have no right to control, supervise, or direct the manner or method by which Company shall perform its work and functions. However, City shall retain the right to administer this Agreement so as to verify that Company is performing its obligations in accordance with the terms and conditions thereof. B. This Agreement does not evidence a partnership or joint venture between Company and City. Company shall have no authority to bind City absent City’s express written consent. Except to the extent otherwise provided in this Agreement, Company shall bear its own costs and expenses in pursuit thereof. 6 C. Because of its status as an independent contractor, Company and its officers, agents, and employees shall have absolutely no right to employment rights and benefits available to City employees. Company shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare and retirement benefits. In addition, together with its other obligations under this Agreement, Company shall be solely responsible, indemnify, defend and save City harmless from all matters relating to employment and tax withholding for and payment of Company’s employees, including, without limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of workers compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of right or interest in City employment benefits, entitlements, programs and/or funds offered employees of City whether arising by reason of any common law, de facto, leased, or co- employee rights or other theory. It is acknowledged that during the term of this Agreement, Company may be providing services to others unrelated to City or to this Agreement. 16. Waiver. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. No provisions of this Agreement may be waived unless in writing and signed by all parties to this Agreement. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein. 17. Attorney's Fees. If either party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorney's fees and legal expenses. [Signature Page Follows] 7 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year first written below. CITY OF FRESNO, a municipal corporation By: Name: Title: Date: APPROVED AS TO FORM ANDREW JANZ City Attorney By: ___________________________ Brandon M. Collet Supervising Deputy City Attorney Date: TODD STERMER, CMC City Clerk By: ___________________________ Name: Title: Date: UTILITY SERVICE PARTNERS PRIVATE LABEL INC., D/B/A SLWA INSURANCE SERVICES By: Michael Backus Chief Growth Officer (If corporation or LLC., Board Chair, Pres. or Vice Pres. Date: By: Name: Title: (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) Attachment: Exhibit A 8 EXHIBIT A NLC Service Line Warranty Program City of Fresno I. Initial Term. Five Years. II. Brand Fee. During the Initial Term, Company will pay City $ 615,000.00 spread across the first five years of the Initial Term, as follows: A. Year 1 - $ 123,000.00 B. Year 2 - $ 123,000.00 C. Year 3 - $ 123,000.00 D. Year 4 - $ 123,000.00 E. Year 5 - $ 123,000.00 The Brand Fee shall be $123,000.00 for each Renewal Term III. Products. A. External water service line plan (initially, $6.75 per month) B. External sewer/septic line plan (initially, $9.75 per month) C. Interior plumbing and drainage plan (initially, $9.99 per month) Pricing does not include taxes. Company may adjust the foregoing Product fees, provided, that any such monthly fee adjustment shall not exceed $0.50 in any 12- month period. If such adjustment shall exceed $0.50, both Parties must agree in writing. IV. Scope of Coverage. A. External water service line plan: i. Covers Property Owner responsibility: From the meter to the external wall of the home. ii. Covers well service lines if applicable. B. External sewer/septic line plan: i. Covers Property Owner responsibility: From the external wall of the home to the sewer main. ii. Covers septic lines if applicable. C. Interior plumbing and drainage plan: i. Covers water supply pipes and drainage pipes within the interior of the home. V. Marketing Campaigns. Company shall have the right to conduct up to three campaigns per year (each campaign consists of two mailings) and such other channels as may be mutually agreed. Initially, Company anticipates offering the interior plumbing and drainage plan Product via in-bound phone or web only. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1773 Agenda Date:12/7/2023 Agenda #: 1.-DD. REPORT TO THE CITY IN ITS CAPACITY AS HOUSING SUCCESSOR TO THE REDEVELOPMENT AGENCY OF THE CITY OF FRESNO AND FRESNO REVITALIZATION CORPORATION FROM:MARLENE MURPHEY, Executive Director MIGUEL A. ARIAS, Councilmember District 3 SUBJECT Approve Amendment to Owner Participation Agreement with Essayons, LP relating to the Hye Court Project located at 450 M Street to provide up to an additional $94,277 for unexpected costs associated with ensuring the historic integrity of the Project (City as Housing Successor and FRC Action). Attachment: City of Fresno Printed on 12/1/2023Page 1 of 1 powered by Legistar™ 12/07/2023 GB/NE 7-0 APPROVED ON CONSENT. AS CORRECTED. For the record, the additional unexpected cost should be updated from $94,277 to $103,369. The title for this item should read: “Approve Amendment to Owner Participation Agreement with Essayons, LP relating toSponsors: the Hye Court Project located at 450 M Street to provide up to an additional $103,369 for unexpected costs associated with ensuring the historic Integrity of the Project (City as Housing Successor and FRC Action)” JOINT MEETING OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY, THE CITY OF FRESNO IN ITS CAPACITY AS HOUSING SUCCESSOR, AND THE FRESNO REVITALIZATION CORPORATION DATE: December 7, 2023 FROM: MARLENE MURPHEY, Executive Director SUBJECT Approve Amendment to Owner Participation Agreement with Essayons, LP relating to the Hye Court Project located at 450 M Street to provide additional funds for unexpected costs associated with ensuring the historic integrity of the Project (City as Housing Successor and FRC Action). RECOMMENDATION Approve an Amendment to the Owner Participation Agreement with Essayons LP for the Hye Court Project to increase the Sources and Uses Budget up to $103,369.00. EXECUTIVE SUMMARY The rehabilitation of three historic resource residential structures at 450 M Street is approximately 80% complete. Additional funding assistance is necessary for the installation of all wood frame windows to ensure historic integrity of the Project in accordance with approved plans and permits. All necessary funding in the amount of $103,369.00 has been allocated from Council District 3’s Infrastructure Budget. An amendment to the Owner Participation Agreement to increase the Sources and Uses Budget and Promissory Note is attached. BACKGROUND The rehabilitation of three historic resource residential structures at 450 M Street has been underway since April of this year. The Project is approximately 80% complete and scheduled for occupancy in February of 2024. Essayons, LP has requested assistance for the cost of all wood frame windows consistent with approved plans, permits and the façade covenant. Work performed in compliance with the permits is deemed in compliance with the facade covenant. The requested amount of $103,369 includes 39 wood frame windows and the associated costs of installation (e.g., labor, painting, architect fees and insurance). The Developer is responsible for additional costs, including security. The funding assistance will help the Project ensure historic integrity, enhance rehabilitation, maintain financial feasibility, and proceed to completion. ENVIRONMENTAL FINDINGS City planning staff reviewed this project and finds that no new environmental document is required, as the project was previously assessed under Mitigated Negative Declaration C- 02-061, adopted November 19, 2002, and Subsequent Environmental Impact Report (SEIR) SCH#2001051046, dated February 7, 2008. The current action is to approve funding for an already approved and entitled project that was previously assessed, and the project is proceeding consistent with those entitlements. No substantial changes are proposed which will require major revisions of the previous environmental documents. LOCAL PREFERENCE N/A FISCAL IMPACT Funds are available in the FY 23/24 Council District 3 Infrastructure Budget. Attachments: First Amendment to OPA City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1697 Agenda Date:12/7/2023 Agenda #: REPORT TO THE CITY COUNCIL FROM:SCOTT L. MOZIER, PE, Director Public Works Department BY:JILL M. GORMLEY, TE, Assistant Director Public Works Department, Traffic & Engineering Services Division ADRIAN GONZALEZ, Supervising Engineering Technician Public Works Department, Land Planning & Subdivision Inspection Section SUBJECT HEARING to adopt resolutions and ordinance to annex territory and levy a special tax regarding City of Fresno Community Facilities District Number 11, Annexation Number 147 (Final Tract Map Number 6269) (Located on the southwest corner of Willow Avenue and Alicante Drive) (Council District 6): 1. ***RESOLUTION - to Annex Territory to Community Facilities District No. 11 and Authorizing the Levy of a Special Tax for Annexation No. 147 (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 2023-2024 and Future Tax Years Within and Relating to Community Facilities District No. 11, Annexation No. 147 (Subject to Mayor’s Veto) RECOMMENDATIONS Staff recommends that the Council: 1. Adopt Resolution to Annex Territory to Community Facilities District No. 11 and Authorizing the Levy of a Special Tax for Annexation No. 147 2. Adopt Resolution Calling Special Mailed-Ballot Election 3. Adopt Resolution Declaring Election Results, and 4. Adopt Ordinance Levying a Special Tax for the Property Tax Year 2023-2024 and Future Tax Years Within and Relating to Community Facilities District No. 11, Annexation No. 147. EXECUTIVE SUMMARY On October 19, 2023, the Council of the City of Fresno (Council) adopted Council Resolution No. 2023-286 with the intent to annex territory to Community Facilities District No. 11 (CFD No. 11) at the request of the landowner (Wathen Castanos Homes) of Final Tract Map No. 6269 (272 Lot Single- City of Fresno Printed on 12/22/2023Page 1 of 3 powered by Legistar™ 12/07/2023 GB/MK 7-0 R. 2023-316, R. 2023-317 R. 2023-318 B-35/ORD 2023-034 File #:ID 23-1697 Agenda Date:12/7/2023 Agenda #: request of the landowner (Wathen Castanos Homes)of Final Tract Map No.6269 (272 Lot Single- Family Home Subdivision).This is the noticed public hearing to consider annexing Final Tract Map No.6269 as Annexation No.147 to CFD No.11 to provide funding for the Services (as hereafter defined)pertaining to certain required above ground public improvements associated with this subdivision.The cost for Services is $338.93 per lot annually.If approved,the recommended resolutions and ordinance will levy a Special Tax on the properties in Final Tract Map No.6269 for identified Services. (See attached Location and Features map.) BACKGROUND Subdivision: 6269 Developer: Wathen Castanos Homes Number of Lots: 272 Maximum Special Tax Per Lot: $338.93 Features:Certain required above ground public improvements;including Landscaping and irrigation systems;concrete and hardscape improvements,paving,street lights,park hardscaping and amenities. 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.The Council also adopted Resolution No.2015-215 on December 3,2015,forming Community Facilities District No.15 -East Copper River Ranch Maintenance District (“CFD No.15”)to fund the maintenance of landscaping,trees and irrigation systems within trails,open spaces and parks,landscaped buffers, parkways and medians;local street paving,local street lights,street name signage,street furniture, curbs,gutters,sidewalks,curb ramps and other public facilities and services,within the Copper River Ranch Development Area,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.6269 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 dedicated Outlots;the concrete curbs and gutters,valley gutters,sidewalks,curb ramps,street name signage,street lighting,and local street paving within the subdivision.Amenities located outside the boundary of Final Tract Map No.6269 along Copper Avenue,Willow Avenue,Alicante Drive and Portofino Drive,and within the East Copper River Ranch Maintenance District,are served by CFD No.15.Pursuant to this petition,the Council adopted Council Resolution No.2023-286, declared its intention to annex the Final Tract Map No.6269 to CFD No.11,and set the public hearing for formal consideration. (See attached Location and Features map.) Resolution No.2023-286 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 $338.93 per residential lot to provide Services for Fiscal Year 2023-2024.The Maximum Special Tax will be adjusted upward annually by 2%or by the rise of the Construction Cost Index (CCI)if it exceeds 2% for the San Francisco Region. The levy of the special tax is subject to approval by the qualified electors through a special election.City of Fresno Printed on 12/22/2023Page 2 of 3 powered by Legistar™ File #:ID 23-1697 Agenda Date:12/7/2023 Agenda #: 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 Pursuant to the definition in California Environmental Quality Act Guidelines Section 15378,this action is not a project. LOCAL PREFERENCE Local preference was not implemented,as this item 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. Attachment(s): Location Map Feature Map Resolution Annex-Levy Resolution Calling Election Resolution Declaring Results Ordinance City of Fresno Printed on 12/22/2023Page 3 of 3 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 LAND PLANNING & SUBDIVISION INSPECTION SECTION FINAL TRACT MAP NO. 6269 DISTRICT 6 ANNEXATION NO. 147 COMMUNITY FACILITIES DISTRICT NO. 11 102101 103 104 105 106 107 108 109 110 111 113 112114115116117118119120121 123122 124 125 126 127 128 129 130 131 133 132134135136137138139140 142 151 160 170 141 143 144 145 146 147 148 149 150152153154155156157158 159 161 162 163 164 165 166 167 168 169171172173174175176177178 179 180 181 182 183 184 185 186 187 188 199 198 197 196 195 194 193 192 191 190 189 201 216 200 202 203 204 205 206 207 208 209 210 217218219 215 214 213 212 211 220 221 222 223 224 225 226 227234233 232 231 230 229 228 OUTLOT A 236235 237 238 239 240 241 242 243 244254253252251250249 248 247 246 245 255 256 257 258 259 260 261 262 263 264 272 271 270 269 268 267 266 265 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 OUTLOT F 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 OUTLOT E 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 100 99 98 97 96 95 94 93 92 91 90 89 88 87OUTLOT B OUTLO T C O U T L O T C EAST TIERRA DRIVE EAST VELETA DRIVE EAST AVA DRIVE EAST MONTSERRAT DRIVE EAST ESCARPA DRIVE EAST MERID A D R I V E EAST TR A M O N T O D R I V E EAST VER A N D A D R I V E EAST CORTEZ A D R I V E EAST COLINA D R I V E N O R T H L A V E N U ENORTH K AVENUENORTH K AVENUENORTH L AVENUEOUTLOT C OUTLOT D NORTH A L I C A N T E D R I V E NORTH WILLOW AVENUEFINAL TRACT MAP NO. 6269 BUFFERS/PARKWAYS/MEDIAN TREES & SHRUBS = 20,200 SF FEATURES TO BE ADDED BY ANNEXATION NO. 147 COMMUNITY FACILITIES DISTRICT NO. 11 LAND PLANNING & SUBDIVISION INSPECTION SECTION N STREET LIGHTS: LOCAL STREET PAVEMENT: CONCRETE IMPROVEMENTS: LANDSCAPE AND IRRIGATION: TOTAL = 43 EACH CURB & GUTTER = 18,067 LF VALLEY GUTTER = 4,128 SF SIDEWALK & CURB RAMPS = 51,670 SF OUTLOT HARDSCAPE AND AMENITIES: TURF & BEDS GROUND COVER = 15,781 SF SMALL TREES = 36 EACH LARGE TREES = 34 EACH *CONCRETE WALKS & PADS = 6,005 SF *PLAY STRUCTURE = 1 EACH *PICNIC TABLES = 9 EACH *BENCHES = 9 EACH *TRASH RECEPTACLES = 4 EACH *BLOCK WALL = 204 LF *SHADE COVERS = 3 EACH *BIKE RACKS = 2 EACH *BOLLARDS = 9 EACH *DECOMPOSED GRANITE = 160 CF *STAMPED CONCRETE = 2,205 SF *CURB = 931 LF INTERIOR RESIDENTIAL = 289,120 SF TRAIL = 2,205 SF 1 of 6 Date Adopted: Date Approved: Effective Date: City Attorney Approval: HT Resolution No. RESOLUTION NO. ____________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO, CALIFORNIA, TO ANNEX TERRITORY TO COMMUNITY FACILITIES DISTRICT NO. 11 AND AUTHORIZING THE LEVY OF A SPECIAL TAX FOR ANNEXATION NO. 147 WHEREAS, on October 19, 2023, the Council of the City of Fresno (Council) adopted Council Resolution No. 2023-286 to Annex Final Tract Map No. 6269 to the City of Fresno, Community Facilities District No. 11 (CFD No. 11) and to Authorize the Levy of Special Taxes, pursuant to the City of Fresno Special Tax Financing Law, Chapter 8, Division 1, Article 3, of the Fresno Municipal Code (City Law); and WHEREAS, Council Resolution No. 2023-286, incorporating a map of the area proposed for annexation to CFD No. 11, and stating the Services (as hereafter defined) to be provided, the estimated maximum cost of providing such Services, and the rate and method of apportionment of the special tax to be levied within Annexation No. 147 of CFD No. 11 to pay for the Services with respect to Annexation No. 147 of CFD No. 11, is on file with the City Clerk of the City of Fresno (City Clerk), and the provisions thereof are incorporated herein by this reference as if fully set forth herein; and WHEREAS, on this date, this Council held a noticed public hearing, as required by City Law and Council Resolution No. 2023-286 concerning the annexation of territory to CFD No. 11; and WHEREAS, at the hearing all interested persons desiring to be heard on the annexation of territory to CFD No. 11, the facilities and services to be provided therein, and the levy of said special tax were heard; and 2 of 6 WHEREAS, at the hearing evidence was presented to this Council on the proposed annexation before it, including a report by the Public Works Director (District Report) as to the Services to be provided through CFD No. 11 and the costs thereof, and a copy of the District Report is on file with the City Clerk; and WHEREAS, pursuant to Government Code Section 53339.6, the City Clerk or designee did not receive written protests with respect to the proposed annexation, the specified types of services to be furnished therein, or the rate and method of apportionment of the special taxes therein, from any of the following: (1) at least 50% of the registered voters or six registered voters, whichever is more, residing within the existing community facilities district; (2) at least 50% of the registered voters or six registered voters, whichever is more, residing within the territory proposed for annexation; (3) owners of at least one-half of the area of land in the territory included in the existing community facilities district and not exempt from the special tax; or (4) owners of at least one-half of the area of land in the territory proposed for annexation and not exempt from the special tax; and WHEREAS, the special tax proposed to be levied upon the territory, if annexed, to pay for the proposed Services (set forth in page A-1 of Exhibit A hereto), has not been eliminated through protest of at least fifty percent (50%) or more of the registered voters residing within the territory proposed for annexation, or through protests of landowners not exempt from the special tax and owning at least one-half (½) of the area of land within the proposed annexation. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno as follows: 1. Recitals. The foregoing recitals are true and correct. 3 of 6 2. No Majority Protest. The proposed special tax to be levied within the proposed annexation has not been precluded by majority protest pursuant to City Law. 3. Prior Proceedings. The Council duly considered all prior proceedin gs for the proposed annexation and the levy of the special tax therein, and finds and determines that the proceedings are valid and conform to the requirements of City Law. This Council finds and determines that the proposed annexation conforms to the goals and policies that this Council adopted respecting the formation of CFD No. 11. 4. Boundaries Described. The boundaries of the proposed annexation, set forth in the map of the area proposed for annexation to CFD No. 11, recorded in the Fresno County Recorder’s Office in Book 47 at page 1 of Maps of Assessment and Community Facilities Districts, are approved, incorporated herein by reference, and shall be the boundaries of the Annexation No. 147. 5. Services. The types of public services proposed to be financed by Annexation No. 147 of CFD No. 11 and pursuant to City Law are those listed as services on page A-1 of Exhibit A in the District Report on file with the City Clerk (Services). A copy of which is attached as Exhibit A and incorporated herein by this reference. 6. Special Taxes. Except to the extent that funds are otherwise available to CFD No. 11 to pay for the Services, a special tax sufficient to pay the costs thereof, secured by a continuing lien against all non-exempt real property in CFD No. 11, including the territory to be annexed, will be levied annually within CFD No. 11, and collected in the same manner as ordinary ad valorem property taxes or in any other manner as this Council or its designee shall determine, including direct billing of the affected property owners. The proposed rate and method of apportionment of the special tax among the real property parcels within the territory of the proposed annexation, in sufficient detail to 4 of 6 allow each landowner within the territory of the proposed annexation to estimate the probable maximum amount such owner must pay, are described in the District Report on file with the City Clerk and attached hereto as Exhibit B and incorporated herein by this reference. 7. Tax Collection Authority. The Public Works Director of the City of Fresno or designee, 2600 Fresno Street, Fresno, California 93721 telephone number (559) 621 - 1492 is the officer who will be responsible for preparing annually a current roll of special tax levy obligations by assessor’s parcel number and estimating future special tax levies pursuant to City Law. 8. Tax Lien. Upon recordation of a notice of special tax lien, pursuant to Section 3114.5 of the California Streets and Highways Code, a continuing lien to secure each levy of the special tax shall attach to all non -exempt real property in the proposed annexation area. This lien shall continue in force and effect until the special tax obligation ceases and the lien is canceled in accordance with law or until collection of the tax by the City of Fresno ceases. 9. Appropriations Limit. In accordance with City Law, the annual appropriations limit, as defined by subdivision (h) of Section 8 of Article XIII B of the California Constitution, of the proposed annexation, is hereby preliminarily established at $500,000 and said appropriations limit shall be submitted to the voters of the proposed annexation as hereafter provided. The proposition establishing said annual appropriations limit shall become effective if approved by the qualified electors voting thereon and shall be adjusted in accordance with the applicable provisions of City Law. 10. Election. Pursuant to the provisions of City Law, the levy of the special tax and the proposition to establish the appropriations limit specified above shall be submitted 5 of 6 to the qualified electors of the proposed annexation at an election the time, place and conditions of which election shall be as specified by a separate resolution of this Council. 11. Effective Date. This Resolution shall be effective upon final approval. Attachments: Exhibit A - Description of Services Exhibit B - Rate and Method of Apportionment of Special Tax 6 of 6 * * * * * * * * * * * * * * STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing resolution was adopted by the Council of the City of Fresno, at a regular meeting held on the day of 2023. AYES : NOES : ABSENT : ABSTAIN : Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Vote: , 2023 TODD STERMER, CMC City Clerk BY: Date Deputy APPROVED AS TO FORM: ANDREW JANZ City Attorney BY: Heather Thomas Date Deputy City Attorney EXHIBIT A A-1 City of Fresno Community Facilities District No. 11 Annexation No. 147 Description of Services to be Financed by Community Facilities District No. 11 for Annexation No. 147 (Final Tract Map No. 6269) The operations and reserves for the maintenance of certain required improvements (Services) that are to be financed by Community Facilities District No. 11 (CFD No. 11) for Final Tract Map No. 6269, Annexation No. 147 are generally as described below. The Services will include all costs (including reserves for replacement) attributable to maintaining, servicing, cleaning, repairing and/or replacing landscaped areas and trees in public street rights-of-way, public landscape easements, public open spaces and other similar landscaped areas officially dedicated for public use. General maintenance will include, without limitation, mowing, edging, fertilizing, aerating and watering grass areas, repairing and replacing irrigation systems as necessary; staking, pruning, replacing and spraying of trees and shrubs; removing litter, debris, and garbage. Services shall include all costs attributable to cleaning, maintaining, servicing, repairing and/or replacing all ground level infrastructure (including reserves for replacement) within dedicated public easements and outlots. Such facilities include, without limitation, concrete curbs, gutters, valley gutters, curb ramps and sidewalks, street name signage , street lighting, and local street paving associated with this subdivision. Such facilities may also include, without limitation, all hardscaping and park amenities and structures associated with the subdivision. Services shall include all costs attributable to street lighting services. Maintenance costs will include a proportionate share of all other expenses that the City of Fresno (City) may incur in administering CFD No. 11. All Services shall be provided by the City, with its own forces or by contract with third parties, or any combination thereof, to be determined entirely by the City. Nothing in this exhibit or any other exhibit or provision of this Resolution shall be construed as committing the City or CFD No. 11 to provide all of the authorized Services or to provide for the payment of or reimbursement for all of the authorized incidental expenses. The provision of Services and/or payment or reimbursement of incidental expenses shall be subject to the successful annexation of Annexation No. 147 to CFD No. 11 and the availability of sufficient proceeds of Special Taxes within CFD No. 11. EXHIBIT A A-2 City of Fresno Community Facilities District No. 11 Formation Description of Services currently financed by Community Facilities District No. 11 The services that are to be financed (Services) by Community Facilities District No. 11 (CFD No. 11) are any and all Services defined by City of Fresno Speci al Tax Financing Law (Chapter 8, Division 1, Article 3 of the Fresno Municipal Code) 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.) I. Services may include all costs attributable to maintaining, servicing, cleaning, repairing and/or replacing all facilities, including hardscaping, in landscaped areas (may include reserves for replacement) in public street rights-of-way, public landscape easements, public trail areas, parkways, and other similar landscaped areas officially dedicated for public use. II. General maintenance will include, without limitation, mowing, edging, fertilizing, seeding, aerating, and watering grass areas; repairing and replacing irrigation systems as necessary; staking, pruning, replacing and spraying of trees and shrubs; repairing and replacing paths, walkways and trails; removing litter, debris, and garbage. II. Services may include all costs attributable to cleaning, maintaining, servicing, repairing and/or replacing all local ground level street infrastructure (may include reserves for replacement) within local street rights-of-way. Such facilities may include, without limitation, street paving, curbs and gutters, sidewalks, street lighting, hydrants, inlets, street trees and street furniture. III. Services may include costs attributable to police, fire, traffic control, street lighting and recreational services. Maintenance costs will also include a proportionate share of all other expenses that the City of Fresno (City) may incur in administering the CFD No. 11. All Services shall be provided by the City, with its own forces or by contract with third parties, or any combination thereof, to be determined entirely by the City. Nothing in this exhibit or any other exhibit or provision of this resolution shall be construed as committing the City or CFD No. 11 to provide all of the authorized Services or to provide for the payment of or reimbursement for all of the authorized incidental expenses. The provision of Services and/or payment or reimbursement of incidental expenses shall be subject to the continued existence of CFD No. 11 and the availability of sufficient proceeds of special taxes within the CFD No. 11. EXHIBIT B B-1 City of Fresno Community Facilities District No. 11 Annexation No. 147 Rate and Method of Apportionment of Special Tax Cost Estimate The estimate breaks down the costs of providing 1 year’s service for FY 2023-2024 for Final Tract Map No. 6269. ITEM DESCRIPTION ESTIMATED COST 1 Landscape Operational Costs $25,401.00 2 Other Operational Costs $868.00 3 Reserve for Replacement $61,837.00 4 Incidental Expenses $4,080.00 Total $92,186.00 Subdivision Appropriation Limit FINAL TRACT MAP NO. MAX. SPECIAL TAX PER RESIDENTIAL UNIT TOTAL TAXABLE UNITS APPROPRIATION LIMIT SUBDIVIDER 6269 $338.93 272 $500,000.00 WC Copper River, Inc. EXHIBIT B B-2 City of Fresno Community Facilities District No. 11 Annexation No. 147 Rate and Method of Apportionment of Special Tax A Special Tax applicable to each assessor’s parcel in Community Facilities District No. 11 (CFD No. 11) shall be levied and collected according to the tax liability determined by the City Council of the City of Fresno, through the application of the appropriate amount or rate for taxable property, as described below. All of the property in CFD No. 11, unless exempted by law or by the provisions of Section E below, shall be taxed for the purposes, to the extent, and in the manner herein provided, including property su bsequently annexed to CFD No. 11 unless a separate Rate and Method of Apportionment of Special Tax is adopted for the annexation area. A. DEFINITIONS The terms hereinafter set forth have the following meanings: “Assessor’s Parcel” or “Parcel” means a lot or parcel shown on an assessor’s parcel map with an assigned assessor’s parcel number. “Assessor’s Parcel Map” means an official map of the County Assessor of the County of Fresno designating parcels by assessor’s parcel number. “City” means the City of Fresno. “City Law” means the City of Fresno Special Tax Financing Law, Chapter 8, Division 1, Article 3, of the Fresno Municipal Code. “Council” means the City Council of the City of Fresno, acting as the legislative body of CFD No. 11. “Developable Lot” means a lot that is anticipated development of residential or non - residential uses, and which is not an outlot, remainder parcel or other parcel which is not intended to be developed or which must be further subdivided before being developed. “Excluded Parcels” means those assessor’s parcels identified as ineligible for inclusion in CFD No. 11 as shown in “Attachment 1” of this Rate and Method of Apportionment of Special Tax. “Final Map” means a final map, or portion thereof, approved by the Council of the City of Fresno pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) that creates individual developable lots for which building permits may be issued. The term “Final Map” shall not include any assessor’s parcel map or subdivision map or EXHIBIT B B-3 portion thereof that does not create individual developable lots for which a building permit may be issued, including assessor’s parcels that are designated as remainder parcels. “Fiscal Year” means the period starting April 1 and ending on the following March 31. “Maximum Special Tax” means the maximum special tax, determined in accordance with Section C, which can be levied in any Fiscal Year. “Proportionately” means, in any fiscal year, that the ratio of the actual Special Tax to the Maximum Special Tax is equal for all assessor’s parcels in CFD No. 11. “Public Property” means any property within the boundaries of CFD No. 11 that is owned by the federal government, the State of California or other local governments or public agencies. “Reserve for Replacement” means a reasonable reserve pursuant to Fresno Municipal Code 8-1-303(e) (4), as a service cost or expense and not as payment for public facilities under Government Code Section 53321(d). “Residential Unit” means a residential dwelling unit and shall include single-family unattached homes, condominiums, town homes, duplex, triplex and fourplex units, and individual apartment units in a multi-family building. For purposes of the levy of special taxes pursuant to Section C below, “Residential Units” shall include dwelling units already built on taxable property in CFD No. 11, as well as dwelling units planned, but not yet built, when the special tax is levied each fiscal year. “Shared Services” means the costs of services are paid equally by the property owners of two or more subdivisions. “Special Tax” means any special tax to be levied each fiscal year on assessor’s parcels of taxable property to fund the Special Tax Requirement as defined below. “Special Tax Requirement” means the amount necessary in any fiscal year to (i) pay authorized maintenance and improvement expenses, (ii) pay admin istrative expenses of CFD No. 11, and (iii) cure any delinquencies in the payment of special taxes levied in prior fiscal years or (based on delinquencies in the payment of special taxes which have already taken place) are expected to occur in the fiscal year in which the tax will be collected. “Subdivision” means the division, by any subdivider, of any unit or units of improved or unimproved land, or any portion thereof, shown on the latest equalized county assessment roll as a unit or as contiguous units, for the purpose of sale, lease, or financing whether immediate or future. Property shall be considered as contiguous units, even if it is separated by roads, streets, utility easement or railroad rights -of-way. “Subdivision” includes a condominium project, as defined in Section 4125 of the Civil Code, a community apartment project, as defined in Section 4105 of the Civil Code. EXHIBIT B B-4 “Taxable Property” means all of the assessor’s parcels within the boundaries of CFD No. 11 which are not exempt from the special tax pursuant to law or Section E below. B. CALCULATION OF RESIDENTIAL UNITS On April 1 of each fiscal year, the City of Fresno (City) or its designee shall determine how many residential units are built, or allowed to be built, on assessor’s parcels within CFD No. 11. For parcels of undeveloped property zoned for development of single-family units attached, the number of residential units shall be determined by referencing the condominium plan, apartment plan site plan or other development plan, or by assigning the maximum allowable units permitted based on the underlying zoning for the parcel. Once a single-family attached building or buildings have been built on an assessor’s parcel, the City or its designee shall determine the actual number of residential units contained within the building or buildings, and the special tax levied against the parcel in the next fiscal year shall be calculated by dividing the Special Tax Requirement by the actual number of residential units not to exceed the Maximum Special Tax per residential unit identified for the final map in Section C, Table 1 below. C. MAXIMUM SPECIAL TAX The Maximum Special Tax (MST) applicable to each assessor’s parcel in CFD No. 11 shall be specific to each final map within CFD No. 11. When additional property is annexed to CFD No. 11, the rate and method adopted for the annexed property shall reflect the MST for the final map or final maps then annexed. The Maximum Special Tax for Fiscal Year 2023-2024 for a residential unit within Final Tract Map No. 6269 is identified in Table 1 below: Table 1 Maximum Special Tax (Fiscal Year 2023-2024)* Final Tract Map Number** Maximum Special Tax 6269 $338.93 per Residential Unit *Beginning in January of each year, the MST will be adjusted upward annually by 2% or by the rise of the Construction Cost Index (CCI), if it exceeds 2%, for the San Francisco Region for the prior 12-month period (December through December) as published in the Engineering News Record, or published in a comparable index if the Engineering News Record is discontinued or otherwise not available. Each annual adjustment of the MST shall become effective on the subsequent July 1. ** A Special Tax shall be levied on all parcels within an identified final map except excluded parcels as identified in Attachment 1. EXHIBIT B B-5 D. METHOD OF LEVY AND COLLECTION OF THE SPECIAL TAX Commencing with Fiscal Year 2023-2024, the Special Tax shall be levied on all taxable parcels as follows: Step 1: Determine the Special Tax Requirement (as defined in Section A above) for the fiscal year in which the Special Tax will be collected; Step 2: Calculate the total special tax revenues that could be collected from taxable property within CFD No. 11 based on applying the Maximum Special Tax rates determined pursuant to Section C above to the number of residential units on each parcel of taxable property in CFD No. 11; If the amount determined in Step 1 is greater than or equal to the amount calculated in Step 2, levy the Maximum Special Tax set forth in Table 1 above on all parcels of taxable property in CFD No. 11; If the amount determined in Step 1 is less than the amount calculated in Step 2, levy the Special Tax proportionately against all parcels of taxable property up to 100% of the Maximum Special Tax for each subdivision as identified in Table 1, until the amount of the Special Tax levy equals the Special Tax Requirement for that fiscal year. The Special Tax for CFD No. 11 shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that CFD No. 11 may (under the authority of Government Code 53340), in any particular case, bill the taxes directly to the property owner off of the County of Fresno tax roll, and the Special Taxes will be equally subject to penalties and foreclosure if delinquent. E. EXEMPTIONS Notwithstanding any other provision of this Rate and Method of Apportionment of Special Tax, no Special Tax shall be levied on parcels that have been conveyed to a public agency, except as otherwise provided in City Law, and properties receiving a welfare exemption under subdivision (g) of Section 214 of the Revenue and Taxation Code. In addition, no Special Tax shall be levied on excluded parcels or parcels that are determined not to be developable lots. EXHIBIT B B-6 ATTACHMENT 1 City of Fresno Community Facilities District No. 11 Annexation No. 147 Excluded Parcels THERE ARE NO EXCLUDED PARCELS IN FINAL TRACT MAP NO. 6269 1 of 4 Date Adopted: Date Approved: Effective Date: City Attorney Approval: HT Resolution No. RESOLUTION NO. ____________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO, CALIFORNIA, CALLING SPECIAL MAILED- BALLOT ELECTION COMMUNITY FACILITIES DISTRICT NO. 11 ANNEXATION NO. 147 WHEREAS, on October 19, 2023, the Council of the City of Fresno (Council) adopted Council Resolution No. 2023-286 to annex Final Tract Map No. 6269 to City of Fresno Community Facilities District No. 11 (CFD No. 11) and to authorize the levy of special taxes; and WHEREAS, Council Resolution No. 2023-286 identified the services to be provided by Annexation No. 147 of CFD No. 11 and provided an estimate of the cost of providing those services; and WHEREAS, Council Resolution No. 2023-286 contemplated the imposing of a special tax upon those properties within Annexation No. 147 of CFD No. 11 receiving said services; and WHEREAS, a report has been filed with the City Clerk of the City of Fresno (City Clerk) that describes the proposed rate and method of apportionment of the special tax among the parcels of real property proposed to be annexed to CFD No. 11 in sufficient detail to allow all interested parties to estimate the maximum amount e ach property owner must pay; and WHEREAS, the levy of said proposed special tax shall be subject to the approval of the qualified electors of the territory proposed to be annexed to CFD No. 11 at a special election; and 2 of 4 WHEREAS, the Public Works Director has filed a Certificate (Certificate) in these proceedings providing that fewer than twelve (12) registered voters reside within the boundaries of the territory proposed for annexation to CFD NO. 11. NOW, THEREFORE, BE IT RESOLVED by the Council as follows: 1. The levy of a special tax proposed in Council Resolution No. 2023-286 shall be submitted to the voters pursuant to the City of Fresno Special Tax Financing Law, Chapter 8, Division 1, Article 3, of the Fresno Municipal Code (City Law). 2. The setting of the appropriations limit shall be submitted to the voters pursuant to City Law. 3. The two ballot items described above shall be combined into a single ballot measure pursuant to City Law. The ballot language shall be as shown on the ballot form attached as Exhibit A, which is hereby approved. 4. This Council accepts the Certificate of the Public Works Director filed in these proceedings and, based on the Certificate, finds that fewer than twelve (12) registered voters reside within the boundaries of the territory proposed to be annexed to CFD No. 11. Accordingly, under City Law the voters in this election shall be the landowners owning land within the territory proposed to be annexed to CFD No. 11. 5. The Council further finds that the landowners of record owning property within the territory proposed to be annexed to CFD No. 11 are those set forth in the attachment to the Certificate and that the attachment correctly sets forth how much property is owned by each landowner and the number of votes to which each is entitled. 6. This Council approves the form, attached as Exhibit B, entitled Waiver and Consent From Sole Property Owner Shortening Time Periods and Waiving Various 3 of 4 Requirements for Conducting Mailed-Ballot Election in CFD No. 11, Annexation No. 147, City of Fresno, County of Fresno, State of California. This Council finds that the rights, procedures and time periods therein waived are solely for the protection of the voters, may be waived under City Law, and that the waiver constitutes a full and knowing waiver by any voter who has executed the form of these rights, procedures and time periods. 7. Accordingly, this Council calls the special election described herein and sets December 7, 2023 as Election Day. Pursuant to City Law, the election shall be conducted by mailed ballot. 8. The City Clerk or designee is directed to mail or to deliver the ballots, in the form of Exhibit A hereto, to the landowners shown on the attachment to the Certificate . The City Clerk or designee shall fill in the names of the landowners and the number of votes to be cast on each ballot, according to the Certificate, before delivery or mailing. 9. The City Clerk or designee shall accept personal or mail delivery of the ballots at any time up to the hearing on Thursday, December 7, 2023, at 10:00 a.m. Upon receipt of all eligible ballots, however, the City Clerk or designee shall immediately close the election and declare the results to the Council. Attachments: Exhibit A - Special Election Ballot Exhibit B - Waiver and Consent From Sole Property Owner 4 of 4 * * * * * * * * * * * * * * STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing resolution was adopted by the Council of the City of Fresno, at a regular meeting held on the day of 2023. AYES : NOES : ABSENT : ABSTAIN : Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Vote: , 2023 TODD STERMER, CMC City Clerk BY: Date Deputy APPROVED AS TO FORM: ANDREW JANZ City Attorney BY: Heather Thomas Date Deputy City Attorney EXHIBIT A A-1 SPECIAL ELECTION BALLOT (Mailed-Ballot Election) Community Facilities District No. 11 Annexation No. 147 This ballot is for the use of WC Copper River Inc, the landowner owning a portion of land within the boundaries of Final Tract Map No. 6269, Community Facilities District No. 11, Annexation No. 147, City of Fresno, County of Fresno, State of California. According to the provisions of the City of Fresno Special Tax Financing Law, Chapter 8, Division 1, Article 3, of the City of Fresno Municipal Code, and the resolutions of the City Council of the City of Fresno, the above -named landowner is entitled to cast twenty-five (25) votes on this ballot. In order to be counted, the ballot must be returned prior to the hearing on Thursday, December 7, 2023, at 10:00 a.m., to TODD STERMER, City Clerk, City of Fresno, 2600 Fresno Street, Room 2133, Fresno, CA 93721. Mailing by that date will not be sufficient. The ballot must be physically received by the City Clerk prior to the deadline in order to be counted. AN “X” OR OTHER MARK WILL CAST ALL VOTES ASSIGNED TO THIS BALLOT, OR THE VOTER MAY WRITE NUMBERS IN THE SPACES PROVIDED BALLOT MEASURE Shall the City of Fresno be authorized to levy a special tax, and finance the authorized services, and costs and expenses by and through its Community Facilities District No. 11, Annexation No. 147, all as specified in its Council Resolutions No. 2023-286 and No. ; and shall the appropriations limit for Community Facilities District No. 11 Annexation No. 147 be established in accordance therewith? Number of Votes YES Number of Votes NO EXHIBIT A A-2 CERTIFICATION The undersigned is the authorized representative of the above-named landowner and is the person legally authorized and entitled to cast this ballot on behalf of the above - named landowner. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on ______________________, 2023. Company Name: By: _______________________________ Print Name: _______________________________ Print Title: _______________________________ (Attach Notary Acknowledgment) EXHIBIT B B-1 WAIVER AND CONSENT FROM PROPERTY OWNER SHORTENING TIME PERIODS AND WAIVING VARIOUS REQUIREMENTS FOR CONDUCTING MAILED-BALLOT ELECTION Community Facilities District No. 11, Annexation No. 147 The undersigned is the person legally entitled and authorized to cast the ballots as the authorized representative of the owner of a portion of the property within the boundaries of Final Tract Map No. 6269 in this mailed-ballot election to be conducted within Community Facilities District No. 11 Annexation No. 147, to determine, among other things, whether the rate and method of apportionment of the annual special taxes shall be approved. The undersigned hereby waives any and all minimum time periods relative to the election pursuant to the City of Fresno Special Tax Financing Law, Chapter 8, Division 1, Article 3, of the Fresno Municipal Code (City Law). The undersigned hereby waives the preparation and distribution of an impartial analysis of the ballot measure, as well as arguments in favor and against, under the authority of City Law. The undersigned hereby waives the requirement to publish notice of the election under City Law. The undersigned hereby waives the requirements regarding the time to mail ballots to the qualified electors under Elections Code Section 4101, and agrees to accept either mailed service or personal service of the ballot. The undersigned hereby waives the requirements regarding identification envelopes for the return of mailed ballots contained in City Law. The undersigned hereby waives any and all defects in notice or procedure in the conduct of the election, whether known or unknown (other than the right to have ballots accurately counted), and states that the election is being expedited, pursuant to this waiver and consent, at the particular instance and request of the undersigned. I declare, under penalty of perjury, under the laws of the State of California, that I am the person legally entitled and authorized to cast the ballot as the authorized representative of the landowner set forth in the first paragraph hereof, and to waive and consent to the above, that the foregoing waivers and consents are voluntarily given and that this declaration is executed on __________________, 2023 Company Name ______________________________ By: _______________________________ Print Name _______________________________ Print Title _______________________________ (Attach Notary Acknowledgment) 1 of 4 Date Adopted: Date Approved: Effective Date: City Attorney Approval: HT Resolution No. RESOLUTION NO. ____________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO, CALIFORNIA, DECLARING ELECTION RESULTS COMMUNITY FACILITIES DISTRICT NO. 11 ANNEXATION NO. 147 WHEREAS, on December 7, 2023, the Council of the City of Fresno (Council) adopted Council Resolution No. 2023 -______ calling a special mailed-ballot election on levying special taxes on land within, and on approving an annual appropriati ons limit for Annexation No. 147 to Community Facilities District No. 11 (CFD No. 11); and WHEREAS, the Council has received, reviewed and hereby accepts the City of Fresno City Clerk’s (City Clerk) Canvass and Statement of Election Results, dated ________________, 2023, a copy of which is attached as Exhibit A; NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno as follows: 1. The Council finds and declares that: (a) the ballot measure on the levy of taxes and approval of an annual appropriations limit for Annexation No. 147, has been submitted to the qualified electors within the area of Annexation No. 147, pursuant to Council Resolution No. 2023 -______, and (b) the ballot measure has been passed and approved by more than two-thirds of the votes cast, in accordance with City of Fresno Special Tax Financing Law, Chapter 8, Division 1, Article 3, of the Fresno municipal Code (City Law). 2 of 4 2. The Council declares Annexation No. 147 to be fully formed and the property within Annexation No. 147, to be subject to the levy of the special taxes and the special tax lien described in Council Resolution No. 2023 -______, annexing Final Tract Map No. 6269 as Annexation No. 147, and authorizing the levy of a special tax therein, and Council Resolution No. 97-126, approving local goals and policies for Community Facilities Districts, as described in the Community Facilities District Report dated as of November 6, 2023, on file with the City Clerk. 3. The Council directs the City Clerk or designee to record a notice of special tax lien in the Office of the County Recorder, pursuant to City Law, no later than 15 days after this resolution is adopted. Attachment: Exhibit A - Canvass and Statement of Election Results 3 of 4 * * * * * * * * * * * * * * STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing resolution was adopted by the Council of the City of Fresno, at a regular meeting held on the day of 2023. AYES : NOES : ABSENT : ABSTAIN : Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Vote: , 2023 TODD STERMER, CMC City Clerk BY: Date Deputy APPROVED AS TO FORM: ANDREW JANZ City Attorney BY: Heather Thomas Date Deputy City Attorney EXHIBIT A 4 of 4 CANVASS AND STATEMENT OF ELECTION RESULTS Community Facilities District No. 11 Annexation No. 147 I, TODD STERMER, City Clerk of the City of Fresno, hereby certify: I have personally received and assembled all ballots eligible to be cast in the special mailed-ballot, landowner election called by the Council of the City of Fresno in its Council Resolution No. 2023 -______on propositions to levy a special tax within and approve an appropriations limit for Community Facilities District No. 11, Annexation No. 147, and held on December 7, 2023. In accordance with my instructions contained in that Resolution, I hereby declare the election closed. I personally, in the presence of members of City of Fresno staff representing the Public Works Department, as well as the City Clerk’s Office, have counted the ballots and canvassed the returns of such election, and hereby certify that the result of that count is as follows and that the following total votes cast for and against such propositions, the total votes and the percentage of “yes” votes cast are true and correct. Total Votes that could be cast 25 Total Votes Cast “Yes 25 Total Votes Cast “No” 0 Total Votes Cast 25 The Votes cast “Yes” equal 100% of the total votes cast. I make this certification on _____________________, 2023. ATTEST: Todd Stermer, CMC City Clerk By Deputy 1 of 4 Date Adopted: Date Approved: Effective Date: City Attorney Approval: HT Ordinance No. BILL NO. ________ ORDINANCE NO. ________ AN ORDINANCE OF THE CITY OF FRESNO, CALIFORNIA, LEVYING A SPECIAL TAX FOR THE PROPERTY TAX YEAR 2023-2024 AND FUTURE TAX YEARS WITHIN AND RELATING TO COMMUNITY FACILITIES DISTRICT NO. 11, ANNEXATION NO. 147 WHEREAS, on December 7, 2023, the Council of the City of Fresno (Council) adopted Council Resolution No. 2023 -______, a resolution of the Council annexing territory to Community Facilities District No. 11 as Annexation No. 147, authorizing the levy of a special tax therein to pay for certain facilities and services for Annexation No. 147, and preliminarily establishing an appropriations limit therefore (Annexation Resolution), pursuant to the City of Fresno Special Tax Financing Law, Chapter 8, Division 1, Article 3, of the Fresno Municipal Code (City Law); and WHEREAS, by Council Resolution No. 2023 -______, the Council called a special election on the proposition on levying a special tax and establishing an appropriations limit within Annexation No. 147; and WHEREAS, on December 7, 2023, an election was held within Annexation No. 147 and, as required by City Law, the ballot measure was passed and approved by more than two-thirds of the votes cast. THE COUNCIL OF THE CITY OF FRESNO DOES ORDAIN AS FOLLOWS: 1. Pursuant to City Law, and in accordance with the Rate and Method of Apportionment of Special Tax as shown in Exhibit B to the Annexation Resolution, which is attached hereto for reference purposes, a special tax is hereby authorized and levied 2 of 4 on all taxable parcels within Annexation No. 147 for the 2023-2024 fiscal year and for each future fiscal year at the same or at a rate lower than the maximum rate of tax provided in Exhibit B to the Annexation Resolution. The special taxes levied in any fiscal year on any parcel within Annexation No. 147 shall not exceed the maximum special tax specified in Exhibit B of the Annexation Resolution, which is attached hereto for reference purposes. 2. The Public Works Director or designee is authorized and directed, with the aid of the appropriate officers and agents of the City of Fresno (City), to determine each year, the Special Tax Requirement (as that term is defined in Exhibit B of the Annexation Resolution), to prepare the annual special tax roll in the amount of Special Tax Requirement in accordance with said Exhibit B and, without further action of this Council, to provide all necessary and appropriate information to the County of Fresno (County) Auditor in the form, and within the time, necessary to effect the correct and timely billing and collection of the special tax on the secured property tax roll of the County. The special tax shall be levied and collected in the same manner, shall be subject to the same penalties and the same lien priority, and the same p rocedure and sale for delinquency, as for ad valorem taxes. Notwithstanding the foregoing, as set forth in the Annexation Resolution and City Law, this Council reserves the right to use any method of collecting the special tax, which the Council, from time to time, may determine to be in the best interests of the City including, without limitation, direct billing by the City to the property owners and supplemental billing. The Public Works Director or designee is further authorized and directed to furnish the notices of special tax required by Section 53340.2 of the California Government Code. 3 of 4 3. The appropriate officers and agents of the City are further authorized and directed to adjust the special tax roll before the final posting of the special taxes to the County tax roll each fiscal year, as necessary to achieve a correct match of the special tax levy with the county assessor’s parcel numbers finally used by the County in sending out property tax bills. 4. If a court of competent jurisdiction finds any part of this Ordinance to be invalid or the special tax to be inapplicable to or unreasonable for any particular parcel, the balance of this Ordinance and the application of the special tax to the remaining parcels shall not be affected and shall remain in full force and effect. 5. This Ordinance shall take effect and be in force immediately upon the date of final passage, as a tax measure, pursuant to City Charter, Article VI, Section 610. Attachment: Exhibit B - Rate and Method of Apportionment of Special Tax 4 of 4 * * * * * * * * * * * * * * STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing resolution was adopted by the Council of the City of Fresno, at a regular meeting held on the day of 2023. AYES : NOES : ABSENT : ABSTAIN : Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Vote: , 2023 TODD STERMER, CMC City Clerk BY: Date Deputy APPROVED AS TO FORM: ANDREW JANZ City Attorney BY: Heather Thomas Date Deputy City Attorney EXHIBIT B B-1 City of Fresno Community Facilities District No. 11 Annexation No. 147 Rate and Method of Apportionment of Special Tax Cost Estimate The estimate breaks down the costs of providing 1 year’s service for FY 2023-2024 for Final Tract Map No. 6269. ITEM DESCRIPTION ESTIMATED COST 1 Landscape Operational Costs $25,401.00 2 Other Operational Costs $868.00 3 Reserve for Replacement $61,837.00 4 Incidental Expenses $4,080.00 Total $92,186.00 Subdivision Appropriation Limit FINAL TRACT MAP NO. MAX. SPECIAL TAX PER RESIDENTIAL UNIT TOTAL TAXABLE UNITS APPROPRIATION LIMIT SUBDIVIDER 6269 $338.93 272 $500,000.00 WC Copper River, Inc. EXHIBIT B B-2 City of Fresno Community Facilities District No. 11 Annexation No. 147 Rate and Method of Apportionment of Special Tax A Special Tax applicable to each assessor’s parcel in Community Facilities District No. 11 (CFD No. 11) shall be levied and collected according to the tax liability determined by the City Council of the City of Fresno, through the application of the appropriate amount or rate for taxable property, as described below. All of the property in CFD No. 11, unless exempted by law or by the provisions of Section E below, shall be taxed for the purposes, to the extent, and in the manner herein provided, including property su bsequently annexed to CFD No. 11 unless a separate Rate and Method of Apportionment of Special Tax is adopted for the annexation area. A. DEFINITIONS The terms hereinafter set forth have the following meanings: “Assessor’s Parcel” or “Parcel” means a lot or parcel shown on an assessor’s parcel map with an assigned assessor’s parcel number. “Assessor’s Parcel Map” means an official map of the County Assessor of the County of Fresno designating parcels by assessor’s parcel number. “City” means the City of Fresno. “City Law” means the City of Fresno Special Tax Financing Law, Chapter 8, Division 1, Article 3, of the Fresno Municipal Code. “Council” means the City Council of the City of Fresno, acting as the legislative body of CFD No. 11. “Developable Lot” means a lot that is anticipated development of residential or non - residential uses, and which is not an outlot, remainder parcel or other parcel which is not intended to be developed or which must be further subdivided before being developed. “Excluded Parcels” means those assessor’s parcels identified as ineligible for inclusion in CFD No. 11 as shown in “Attachment 1” of this Rate and Method of Apportionment of Special Tax. “Final Map” means a final map, or portion thereof, approved by the Council of the City of Fresno pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) that creates individual developable lots for which building permits may be issued. The term “Final Map” shall not include any assessor’s parcel map or subdivision map or EXHIBIT B B-3 portion thereof that does not create individual developable lots for which a building permit may be issued, including assessor’s parcels that are designated as remainder parcels. “Fiscal Year” means the period starting April 1 and ending on the following March 31. “Maximum Special Tax” means the maximum special tax, determined in accordance with Section C, which can be levied in any Fiscal Year. “Proportionately” means, in any fiscal year, that the ratio of the actual Special Tax to the Maximum Special Tax is equal for all assessor’s parcels in CFD No. 11. “Public Property” means any property within the boundaries of CFD No. 11 that is owned by the federal government, the State of California or other local governments or public agencies. “Reserve for Replacement” means a reasonable reserve pursuant to Fresno Municipal Code 8-1-303(e) (4), as a service cost or expense and not as payment for public facilities under Government Code Section 53321(d). “Residential Unit” means a residential dwelling unit and shall include single-family unattached homes, condominiums, town homes, duplex, triplex and fourplex units, and individual apartment units in a multi-family building. For purposes of the levy of special taxes pursuant to Section C below, “Residential Units” shall include dwelling units already built on taxable property in CFD No. 11, as well as dwelling units planned, but not yet built, when the special tax is levied each fiscal year. “Shared Services” means the costs of services are paid equally by the property owners of two or more subdivisions. “Special Tax” means any special tax to be levied each fiscal year on assessor’s parcels of taxable property to fund the Special Tax Requirement as defined below. “Special Tax Requirement” means the amount necessary in any fiscal year to (i) pay authorized maintenance and improvement expenses, (ii) pay admin istrative expenses of CFD No. 11, and (iii) cure any delinquencies in the payment of special taxes levied in prior fiscal years or (based on delinquencies in the payment of special taxes which have already taken place) are expected to occur in the fiscal year in which the tax will be collected. “Subdivision” means the division, by any subdivider, of any unit or units of improved or unimproved land, or any portion thereof, shown on the latest equalized county assessment roll as a unit or as contiguous units, for the purpose of sale, lease, or financing whether immediate or future. Property shall be considered as contiguous units, even if it is separated by roads, streets, utility easement or railroad rights -of-way. “Subdivision” includes a condominium project, as defined in Section 4125 of the Civil Code, a community apartment project, as defined in Section 4105 of the Civil Code. EXHIBIT B B-4 “Taxable Property” means all of the assessor’s parcels within the boundaries of CFD No. 11 which are not exempt from the special tax pursuant to law or Section E below. B. CALCULATION OF RESIDENTIAL UNITS On April 1 of each fiscal year, the City of Fresno (City) or its designee shall determine how many residential units are built, or allowed to be built, on assessor’s parcels within CFD No. 11. For parcels of undeveloped property zoned for development of single-family units attached, the number of residential units shall be determined by referencing the condominium plan, apartment plan site plan or other development plan, or by assigning the maximum allowable units permitted based on the underlying zoning for the parcel. Once a single-family attached building or buildings have been built on an assessor’s parcel, the City or its designee shall determine the actual number of residential units contained within the building or buildings, and the special tax levied against the parcel in the next fiscal year shall be calculated by dividing the Special Tax Requirement by the actual number of residential units not to exceed the Maximum Special Tax per residential unit identified for the final map in Section C, Table 1 below. C. MAXIMUM SPECIAL TAX The Maximum Special Tax (MST) applicable to each assessor’s parcel in CFD No. 11 shall be specific to each final map within CFD No. 11. When additional property is annexed to CFD No. 11, the rate and method adopted for the annexed property shall reflect the MST for the final map or final maps then annexed. The Maximum Special Tax for Fiscal Year 2023-2024 for a residential unit within Final Tract Map No. 6269 is identified in Table 1 below: Table 1 Maximum Special Tax (Fiscal Year 2023-2024)* Final Tract Map Number** Maximum Special Tax 6269 $338.93 per Residential Unit *Beginning in January of each year, the MST will be adjusted upward annually by 2% or by the rise of the Construction Cost Index (CCI), if it exceeds 2%, for the San Francisco Region for the prior 12-month period (December through December) as published in the Engineering News Record, or published in a comparable index if the Engineering News Record is discontinued or otherwise not available. Each annual adjustment of the MST shall become effective on the subsequent July 1. ** A Special Tax shall be levied on all parcels within an identified final map except excluded parcels as identified in Attachment 1. EXHIBIT B B-5 D. METHOD OF LEVY AND COLLECTION OF THE SPECIAL TAX Commencing with Fiscal Year 2023-2024, the Special Tax shall be levied on all taxable parcels as follows: Step 1: Determine the Special Tax Requirement (as defined in Section A above) for the fiscal year in which the Special Tax will be collected; Step 2: Calculate the total special tax revenues that could be collected from taxable property within CFD No. 11 based on applying the Maximum Special Tax rates determined pursuant to Section C above to the number of residential units on each parcel of taxable property in CFD No. 11; If the amount determined in Step 1 is greater than or equal to the amount calculated in Step 2, levy the Maximum Special Tax set forth in Table 1 above on all parcels of taxable property in CFD No. 11; If the amount determined in Step 1 is less than the amount calculated in Step 2, levy the Special Tax proportionately against all parcels of taxable property up to 100% of the Maximum Special Tax for each subdivision as identified in Table 1, until the amount of the Special Tax levy equals the Special Tax Requirement for that fiscal year. The Special Tax for CFD No. 11 shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that CFD No. 11 may (under the authority of Government Code 53340), in any particular case, bill the taxes directly to the property owner off of the County of Fresno tax roll, and the Special Taxes will be equally subject to penalties and foreclosure if delinquent. E. EXEMPTIONS Notwithstanding any other provision of this Rate and Method of Apportionment of Special Tax, no Special Tax shall be levied on parcels that have been conveyed to a public agency, except as otherwise provided in City Law, and properties receiving a welfare exemption under subdivision (g) of Section 214 of the Revenue and Taxation Code. In addition, no Special Tax shall be levied on excluded parcels or parcels that are determined not to be developable lots. EXHIBIT B B-6 ATTACHMENT 1 City of Fresno Community Facilities District No. 11 Annexation No. 147 Excluded Parcels THERE ARE NO EXCLUDED PARCELS IN FINAL TRACT MAP NO. 6269 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1654 Agenda Date:12/7/2023 Agenda #: REPORT TO THE CITY COUNCIL FROM:JENNIFER CLARK, Director Planning and Development Department PHIL SKEI, Assistant Director Planning and Development Department BY:BRANDON SISK, Senior Management Analyst Community Development Division SUBJECT HEARING to obtain public comments regarding community needs for consideration in the development of the 2024-2025 Annual Action Plan for federal funding through the U.S. Department of Housing and Urban Development’s Office of Community Planning and Development (HUD CPD). RECOMMENDATIONS In accordance with federal regulations, staff recommends the City Council conduct a community needs public hearing to request public input on the needs of the community with regard to housing and community development activities eligible for funding through the U.S. Department of Housing and Urban Development’s Office of Community Planning and Development (HUD CPD) entitlement grants. EXECUTIVE SUMMARY The community needs public hearing is an element of the City’s Annual Action Plan process required in order for the City to receive HUD CPD entitlement grant funding. HUD CPD’s four annual entitlement programs are the Community Development Block Grant (CDBG); HOME Investment Partnerships Program (HOME); Emergency Solutions Grant (ESG); and Housing Opportunities for Persons with AIDS/HIV (HOPWA). Staff anticipates that the City will receive approximately $12 million in Program Year 2024-2025. Funding from these programs must be used to primarily benefit low- and moderate-income persons through eligible activities, must be consistent with the City’s 2020 -2024 Consolidated Plan and federal regulations, and must be informed by public participation. The 2024-2025 Annual Action Plan will cover the period from July 1, 2024, through June 30, 2025, and will be the final year of the current Consolidated Plan. BACKGROUND 2020-2024 Consolidated Plan Priorities The Consolidated Plan was adopted by the City Council on May 21, 2020 and identified the following City of Fresno Printed on 12/1/2023Page 1 of 4 powered by Legistar™ 12/07/2023 HELD File #:ID 23-1654 Agenda Date:12/7/2023 Agenda #: The Consolidated Plan was adopted by the City Council on May 21,2020 and identified the following priorities for funding during the plan period.In accordance with federal regulations,the 2024-2025 Annual Action Plan must be consistent with these priorities: ·Provide assistance for the homeless and those at risk of becoming homeless through safe low -barrier shelter options, housing first collaborations, and associated supportive services. ·Improve access to affordable housing for low ‐ income and special needs households by partnering with interested developers to increase development of low-income and affordable housing in high opportunity areas,and by promoting the preservation and rehabilitation of existing affordable housing units. ·Promote quality of life and neighborhood revitalization through improvements to current public infrastructure and facilities,and by closing gaps in areas with aging,lower quality,or nonexistent public infrastructure and facilities. ·Provide services to low ‐ income and special needs households that develop human capital and improve quality of life. ·Provide services to residents and housing providers to advance fair housing. ·Plan and administer funding for community development,housing,and homelessness activities with improved transparency,increased community involvement,and full compliance with federal regulations. As of the writing of this report,HUD has not announced 2024-2025 annual entitlement funding allocations; however, the City anticipates receiving approximately the following allocations: ·$6,897,161 - Community Development Block Grant (CDBG) ·$3,578,083 - HOME Investment Partnerships (HOME) ·$990,192 - Housing Opportunities for Persons with AIDS/HIV (HOPWA) ·$601,082 - Emergency Solutions Grant (ESG) Following the community needs public hearing,the City will prepare a consolidated Notice of Funding Availability (NOFA)to request applications from units of local government and eligible community- based organizations for activities to achieve the goals of the Consolidated Plan consistent with the community needs identified during the consultation and public participation phase of the planning process.The City will provide technical assistance to organizations during the application process in order to help them understand and address the Federal regulations and requirements for funding. City staff will then analyze applications and score them according to the criteria published with the consolidated NOFA.The City will prepare a draft Annual Action Plan detailing the proposed activities for 2024-2025 HUD CPD funding.After a 30-day public review period,the draft Annual Action Plan will be brought to City Council to authorize submission to HUD in order to meet the City’s submission deadline of May 15, 2024. Consultation and Public Participation In addition to this required public hearing,the City conducted four virtual and four in-person workshops at different times of the day on November 7th,November 8th,November 13th,November 14th,November 16th,November 27th,November 28th,and November 29th,in order to collect input City of Fresno Printed on 12/1/2023Page 2 of 4 powered by Legistar™ File #:ID 23-1654 Agenda Date:12/7/2023 Agenda #: 14th,November 16th,November 27th,November 28th,and November 29th,in order to collect input from as many residents as possible.All workshops and hearings offered Spanish,Hmong,Punjabi, and American Sign Language interpretation by request.In order to reach as many low-and moderate -income residents as possible,the City used social media,email,radio,newspaper,and residential canvassing to promote the public participation and comment opportunities and is also actively encouraging interested parties and community leaders and organizations to share the participation opportunity.It is vital that the public have distinct public comment opportunities for the Annual Action Plan. The City also distributed a questionnaire to local units of government and community-based organizations who have participated in the prior public consultation efforts for HUD CPD plans to request more detailed information relating to how community needs may have changed over the past year. Schedule of Key Activities: ·October 7,2023 -November 16,2023 -Residential canvassing and social media outreach provided by Chinatown Fresno Foundation,West Fresno Family Resource Center,Live Again Fresno, and Teague Community Resource Center ·October 30,2023 -Public Notice published in the Fresno Bee and to the website of the City Clerk ·Week of October 30,2023 -Meeting invitation flyer and public notice distributed to Community Development Division mailing list (approximately 500 people -email HCDD@fresno.gov to join); posted to City of Fresno social media accounts ·November 7, 2023 at 11 AM -Community Needs Workshop #1 - Chinatown Fresno Foundation ·November 8, 2023 at 11 AM - Virtual Community Needs Workshop #1 ·November 13,2023 at 6 PM -Community Needs Workshop #2 -West Fresno Family Resource Center ·November 14, 2023 at 6 PM -Community Needs Workshop #3 - Live Again Fresno ·November 16,2023 at 6 PM -Community Needs Workshop #4 -Teague Community Resource Center ·November 27, 2023 at 6 PM - Virtual Community Needs Workshop #2 ·November 28, 2023 at 6 PM - Virtual Community Needs Workshop #3 ·November 29, 2023 at 11 AM - Virtual Community Needs Workshop #4 ·December 7,2023 at 10:05 A.M.or thereafter -City Council Community Needs Public Hearing for PY 2024 AAP ·December 18, 2023 - Consolidated Notice of Funding Availability (NOFA) Released ·January 26, 2024 at 5 PM - Applications for Funding Due ·March 4, 2024 - April 4, 2024 - Draft Annual Action Plan public comment period ·April 18, 2024 - City Council Annual Action Plan Public Hearing and Consideration ·May 15, 2024 - 2024-2025 Annual Action Plan due to HUD ·May 2024 - Affordable Housing and Substantial Rehabilitation NOFA released ·July 2024 - Affordable Housing and Substantial Rehabilitation applications due ENVIRONMENTAL FINDINGS This is not a project for purposes of CEQA pursuant to CEQA guidelines Section 15378.These plans,strategies and studies are an exempt activity under HUD NEPA Requirements (24 CFR 58.34 City of Fresno Printed on 12/1/2023Page 3 of 4 powered by Legistar™ File #:ID 23-1654 Agenda Date:12/7/2023 Agenda #: plans,strategies and studies are an exempt activity under HUD NEPA Requirements (24 CFR 58.34 (1)). LOCAL PREFERENCE Local preference is not applicable because of the use of federal funding. FISCAL IMPACT Completion of the 2024-2025 Annual Action Plan process will qualify the City to receive an estimated $12 million of new entitlement funding. Attachments: Annual Action Plan Overview City of Fresno Printed on 12/1/2023Page 4 of 4 powered by Legistar™ Program Year 2024-2025 (PY 2024) Annual Action Plan Timeline This timeline is subject to change PROJECT DESCRIPTION No later than October 2, 2023 – November 3, 2023 Literature Distribution Around Community Workshop locations October 30, 2023 Public Notice Publish Notice for all Community Workshops and Community Needs Hearing November 7, 2023 11 AM Community Workshop Chinatown Fresno Foundation November 8, 2023 11 AM Virtual Community Workshop #1 November 13, 2023 6 PM Community Workshop West Fresno Family Resource Center November 14, 2023 6 PM Community Workshop Live Again Fresno November 16, 2023 6 PM Community Workshop Teague Community Resource Center November 27, 2023 6 PM Virtual Community Workshop #2 November 28, 2023 6 PM Virtual Community Workshop #3 November 29, 2023 11 AM Virtual Community Workshop #4 December 1, 2023 Internal Review Internal review of public input received December 7, 2023 Public Needs Hearing (Council Chambers in City Hall) Public Hearing on community development needs December 7, 2023 FMCoC Executive Meeting Consultation for ESG allocations December 13, 2023 CDBG Subcommittee Meeting #1 Meet to discuss allocations to projects for NOFA release December 14, 2023 FMCoC General Membership Meeting Consultation for ESG allocations December 18, 2023 Release of Consolidated NOFA for PY 2024 Consolidated CDBG, ESG, HOME TBRA and HOPWA applications available December 18, 2023 – January 26, 2024 January 10, 2024 Consolidated NOFA webinars Virtual webinars for NOFA applicants January 26, 2024 at 5 PM All CDBG, HOME, ESG and HOPWA Applications Due February 6, 2024 – February 9, 2024 NOFA Scoring Staff scoring of NOFA applications February 13, 2024 - February 16, 2024 Internal Review of Recommendations CMO review February 21, 2024 CDBG Subcommittee Meeting #2 Review NOFA scores and recommendations March 4, 2024 — April 4, 2024 Public Review of Draft PY 2024 Annual Action Plan 30-day public review period April 10, 2024 CDBG Subcommittee Meeting #3 Final subcommittee before Council consideration April 18, 2024 10:00 AM timed item City Council Meeting Council to consider for adoption the PY 2024 Annual Action Plan May 15, 2024 Adopted PY 2024 Annual Action Plan Due to HUD Statutory Due Date City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1720 Agenda Date:12/7/2023 Agenda #: REPORT TO THE CITY COUNCIL FROM:TODD STERMER, City Clerk Office of the City Clerk SUBJECT Appearance by Patricia Ann Dickson to discuss illegal electrical activity and currency in practice on the westside of Fresno ( District 3 Resident) Attachment: Request to speak before the Fresno City Council City of Fresno Printed on 12/22/2023Page 1 of 1 powered by Legistar™ 12/07/2023 APPEARED City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1671 Agenda Date:12/7/2023 Agenda #: REPORT TO THE CITY COUNCIL FROM:JENNIFER CLARK, Director Planning and Development Department PHILIP SKEI, Assistant Director Planning and Development Department BY:JENNIFER DAVIS, Sr. Management Analyst Housing Finance Division SUBJECT Actions pertaining to the Fresno Quality HK affordable housing development located at 6051 North Thesta Street, Fresno, California (District 6): 1. ***RESOLUTION - Authorizing acceptance of funding from the California Department of Housing and Community Development Homekey Round 3 Program in the amount of $16,450,000 for the Fresno Quality HK project and authorizing the City Manager, or designee, to enter into and execute a standard agreement to secure the Homekey Round 3 program funds and participate in the Homekey Round 3 Program. (Subject to Mayor’s veto) 2. ***RESOLUTION - Adopt the 27th Amendment to the Annual Appropriation Resolution (AAR) No. 2023-185 to appropriate $16,450,000 for the Fresno Quality HK project from the Homekey Round 3 Program Grant. (Requires 5 Affirmative Votes) (Subject to Mayor’s veto) 3. ***RESOLUTION - Initiating a rezone to remove a condition of zoning requiring a recorded covenant for real property located at 6051 North Thesta Street, APN 409-20-043 pursuant to Fresno Municipal Code Section 15-5803-B. 4. Approve a HOME Investment Partnerships - American Rescue Plan Program (HOME-ARP) Agreement with Fresno Quality Homekey LP, in the amount of $1,749,835.24 to acquire the Fresno Quality Inn for affordable housing development. 5. Approve a Community Development Block Grant (CDBG) Agreement with Fresno Quality Homekey LP, in the amount of $4,250,164.76 to acquire the Fresno Quality Inn for affordable housing development. 6. Approve a Cost Sharing and Reimbursement Agreement between the City of Fresno and Fresno Quality Homekey LP and UP Holdings, LLC. 7. Approve a Rental Assistance Agreement between the City of Fresno and Fresno Quality Homekey LP, in the amount of $690,000 in rental subsidy funds for the Fresno Quality HK project. City of Fresno Printed on 12/22/2023Page 1 of 5 powered by Legistar™ 12/07/2023 GB/MA 5-2 MOTION TO DENY. NE,AP VOTED NO (NOT APPROVED) File #:ID 23-1671 Agenda Date:12/7/2023 Agenda #: RECOMMENDATIONS Staff recommends the City Council:1)Adopt the Resolution authorizing acceptance of Award funds from the Homekey Round 3 Program and authorizing the City Manager,or designee,to enter into and execute a standard agreement to secure funding and participation in the Program;2)Adopt the 27th Amendment to the AAR No.2023-185 to appropriate the Program Award funds to the Fresno Quality HK project;3)Adopt the Resolution initiating a rezone to remove a condition of zoning restricting the subject property to motel use only;4)Approve a HOME-ARP Agreement with the Developer in the amount of $1,749,835.24 for acquisition of the Fresno Quality Inn;5)Approve a CDBG Agreement with the Developer in the amount of $4,250,164.76 for acquisition of the Fresno Quality Inn;6)Approve a Cost Sharing and Reimbursement Agreement with the Developer for the project;and 7)Approve a Rental Assistance Agreement with the Developer in the amount of $690,000 in rental subsidy funds for the project. EXECUTIVE SUMMARY On April 20,2023,City Council adopted Resolution 2023-095 authorizing City staff to apply to the California Department of Housing and Community Development (HCD)Homekey Round 3 Program in the amount of $16,450,000 for the Fresno Quality HK project (Project);and adopted Resolution 2023-096 committing the City’s contribution of funds in the amount of $6,000,000 to the Project.The Fresno Quality HK project proposed the acquisition and redevelopment of the Fresno Quality Inn located at 6051 North Thesta Street (Property),into 59 permanent affordable housing units for families and individuals experiencing or at risk of homelessness.The City applied jointly with co- applicant Fresno Quality Homekey LP and UP Holdings,LLC (Developer)who will act as the Developer of the Project. Adopting the Resolution authorizing the City Manager,or designee,to accept the Program Award funds and execute a standard agreement with HCD will allow the City to secure Project Homekey funding and participate in the Program.Adopting the 27th Amendment to the Annual Appropriation Resolution No.2023-185 will appropriate the Program Award funds in the amount of $16,450,000 to the Project.Adopting the Resolution to initiate a rezone to remove a condition of zoning requiring a recorded covenant restricting the subject property to motel use only will allow the property to be developed as supportive housing under California Assembly Bill 2162.Approving the HOME-ARP and CDBG Agreements with the Developer in the amounts of $1,749,835.24 and $4,250,164.76, respectively,will fulfill the City’s commitment to fund eligible acquisition costs for the Project. Approving the Cost Sharing and Reimbursement Agreement with the Developer will establish certain costs associated with the operation and development of the Project between the City and the Developer.Approving the Rental Assistance Agreement with the Developer in the amount of $690,000 for the first year of operating expenses will ensure rental subsidy funds,based on HUD’s Fair Market Rents, are available for the project in the event other subsidy sources are not secured. BACKGROUND On March 29,2023,HCD announced the availability of approximately $736 million of Homekey Program grant funding through Round 3,for the purpose of sustaining and rapidly expanding housing for persons experiencing or at risk of homelessness.Homekey Round 3 builds on the success of Project Roomkey,as well as the first two rounds of Homekey,to continue a statewide effort to rapidly sustain and expand housing for persons experiencing homelessness or at risk of homelessness,andCity of Fresno Printed on 12/22/2023Page 2 of 5 powered by Legistar™ File #:ID 23-1671 Agenda Date:12/7/2023 Agenda #: sustain and expand housing for persons experiencing homelessness or at risk of homelessness,and who are, thereby, disproportionately impacted by the COVID-19 pandemic. On April 20,2023,City Council adopted Resolution 2023-095 authorizing the City’s joint grant application with the Developer in the amount of $16,450,000 to the Homekey Round 3 Program Project,which consists of the acquisition and redevelopment of the Quality Inn.On that same date, City Council adopted Resolution 2023-096 committing City funds in the amount of $6,000,000 for the Project,subject to full allocation of Homekey Round 3 Award funds and the City’s execution and recordation of one or more funding agreements.On May 11,2023,the City jointly applied for Homekey Round 3 Grant funds with the Developer for the Project.The City engaged in community outreach through two community meetings designed to inform constituents and gather input regarding the Project and Homekey grant application.On June 7,2023,the first meeting was held at the Country Inn with 28 attendees;and on June 27,2023,the second meeting was held at Hope Lutheran Church with 22 attendees.Those in attendance at both meetings included City officials, Planning and Development Department staff,the Developer’s team,local business owners, residents,and other community stakeholders.On November 1,2023,HCD issued an Award letter to the City and Developer announcing a Homekey Round 3 Award in the amount of $16,450,000 for the Project. Fresno Quality HK Project The Project consists of the acquisition and redevelopment of the Fresno Quality Inn located at 6051 North Thesta Street (Property)into 59 units of permanent affordable housing to serve qualified households experiencing or at risk of homelessness,including a portion of which is set aside for persons who are chronically homeless.The Property consists of a single parcel of land with a total site area of 43,560 SF and is located on the western side of North Thesta Street. The Property consists of a developed two-story motel building located centrally on the parcel.In addition,the site includes a covered entrance on the eastern side of the building,asphalt-paved parking areas,concrete-paved walkways and flatwork,and associated landscaping.The Property is in good condition and will undergo moderate renovation to convert the existing motel rooms into 58 studio units,to include 9 full ADA units,and 1 manager’s unit.The site renovation will include,but will not be limited to,updates to the walkways to ensure ADA accessibility,repairs to the existing trash enclosure,parking,laundry room,and signage;as well as new and/or repairs to asphalt,concrete, fire sprinklers,wrought iron fence,parking,solar panels,doors,windows,roof,stucco,and stair railings.Studio unit upgrades will include the refurbishment of interior finishes and fixtures,new and/or repairs to smoke detectors,CO2 alarms,flooring,HVAC units,bathroom fixtures,the addition of kitchenettes to each studio, and full ADA accessibility incorporated into the 9 assisted units. The Developer will provide supportive services that include high quality and individualized case management with a housing focused lens to all individuals and households residing at the Project. Case management services will be provided to all who agree to participate,and will include linkage to substance abuse services,school services,vocational services,mental health services,linkage to entitlement programs,health and disease education,24/7 peer support,housing retention skills,legal assistance, physical health services, and medical services. The Project’s acquisition,pre-development,and rehabilitation/construction costs are estimated at $22,450,000.The funding sources for these costs are:1)$1,749,835.24 HOME-ARP funds;2) $4,250,164.76 in CDBG funds; and 3) $16,450,000 in Homekey Round 3 Award funds. City of Fresno Printed on 12/22/2023Page 3 of 5 powered by Legistar™ File #:ID 23-1671 Agenda Date:12/7/2023 Agenda #: Initiating a Rezone to Remove a Condition of Zoning The building was constructed in 1993 after City Council approved a rezone of the parcel from C-P to C-6 permitting the development of a motel.As a condition of the rezone approval,City staff requested that a covenant be recorded restricting use of the parcel to a motel as a mechanism to limit the traffic associated with other potential permitted C-6 uses such as a business college,supermarket,or bowling alley.As part of the city-wide rezone approved in 2015,this parcel’s zoning was changed to O (“Office”),which allows this property to be converted from lodging-to-dwelling subject to a Conditional Use Permit (CUP).However,California Assembly Bill 2162,which went into effect January 1,2019,amended Government Code 65651 to allow supportive housing projects as a by right use in zones where multifamily and mixed uses are permitted,including nonresidential zones permitting multifamily uses.Supportive housing projects such as the Fresno Quality HK Project, meeting the criteria set forth in Government Code 65651,are therefore not subject to a CUP or the California Environmental Quality Act.City staff have determined the Fresno Quality HK Project meets the supportive housing requirements of Government Code 65651 and have confirmed their analysis with the City Attorney’s Office.Because it has been determined this Project is allowed by right pursuant to Government Code 65651,the City Attorney’s Office has recommended that rezoning the parcel to remove the 1993 condition of rezone is the appropriate action,which will be initiated by adopting the Resolution.Additionally,City staff have determined that the proposed Project would generate 391 daily trips, which is beneath the 500 daily trip threshold set by the 1993 condition. CDBG and HOME-ARP Funding On May 26,2022,City Council approved the 2022-2023 Annual Action Plan which included CDBG funding for land acquisition to support affordable housing development.At the same meeting,Council approved the HOME-ARP Allocation Plan allocating a portion of the HOME-ARP funds to the development of affordable rental housing,including acquisition,for qualified populations.On December 15,2022,Council approved Substantial Amendment 2022-01 allocating additional CDBG funds to land acquisition in support of affordable housing development. On May 19,2023,the Community Development Division released the 2023-2024 Affordable Housing Development NOFA for available state and federal funding,including CDBG and HOME-ARP, through Planet Bids No.12302837.In response to the NOFA,the Community Development Division received several applications,one of which was the Fresno Quality Homekey Project.After preliminary underwriting and technical assessment of the applications,the Fresno Quality Homekey project was determined to be one of the most “shovel ready”and is therefore being recommended for funding for acquisition in the amount of $6 million in federal funding,$4,250,164.76 in CDBG and $1,749,835.24 in HOME-ARP.Both the CDBG and HOME-ARP funds will be provided as residual receipts low interest loans, with the balance due and payable in full at the 55-year maturity date. As an entitlement community receiving CDBG funds,the City is tested by HUD for timeliness sixty days prior to the end of the program year.Timeliness is not met if the amount of entitlement grant funds undisbursed by the U.S.Treasury and available to the City exceeds a ratio of 1.5 of current year entitlement funds.The City currently has a ratio of 3.04 and must expend,document,and drawdown $10.6 million before the next timeliness test.The use of $4.2 million in CDBG for the acquisition of Fresno Quality Inn for the development of affordable housing puts the City in the best position to meet its next timeliness test.Failure to meet the next timeliness test may result in the City’s loss of CDBG entitlement funds. City of Fresno Printed on 12/22/2023Page 4 of 5 powered by Legistar™ File #:ID 23-1671 Agenda Date:12/7/2023 Agenda #: The City Attorney’s Office has reviewed and approved as to form the attached Resolutions,HOME- ARP Funding Agreement,CDBG Funding Agreement,Cost Sharing and Reimbursement Agreement, and Rental Assistance Agreement. ENVIRONMENTAL FINDINGS Staff has determined this project is exempt under Section 15268 (Ministerial Projects),of the California Environmental Quality Act (CEQA)guidelines.The project qualifies for ministerial approval as a qualifying supportive housing project pursuant to Assembly Bill (AB)2162 (Gov.Code Sec. 65650 et seq.).Ministerial projects approved by public agencies are not subject to CEQA (Pub.Res. Code Sec. 21080(b)(1)). Furthermore,an environmental review of the project activities was reviewed pursuant to the National Environmental Policy Act (NEPA)guidelines on August 18,2023,and resulted in a Finding of No Significant Impact.On September 25,2023,the City received authorization to use grant funds from HUD. LOCAL PREFERENCE Local preference was not considered because the action today does not include a bid or award of a construction or services contract. FISCAL IMPACT This project is located in Council District 6 and will not impact the General Fund.The sources of funding in this action will be appropriated from HOME Investment Partnerships -American Rescue Plan Program (HOME-ARP);Community Development Block Grant (CDBG);and California Department of Housing and Community Development’s Homekey Round 3 Program Award. Attachments: 1.Resolution - Accepting Homekey Round 3 Program Award Funds 2.Resolution - 27th Amendment to Annual Appropriation Resolution No. 2023-185 3.Resolution - Initiating a Rezone to Remove a Condition of Zoning 4.Funding Agreement (HOME-ARP) 5.Funding Agreement (CDBG) 6.Cost Sharing and Reimbursement Agreement 7.Rental Assistance Agreement 8.Site Photos and Site Map City of Fresno Printed on 12/22/2023Page 5 of 5 powered by Legistar™ Date Adopted: 1 of 2 Date Approved: Effective Date: Resolution No. RESOLUTION NO. ___________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO ADOPTING THE 27th AMENDMENT TO THE ANNUAL APPROPRIATION RESOLUTION NO. 2023-185 TO APPROPRIATE $16,450,000 FOR THE FRESNO QUALITY HK PROJECT FROM THE HOMEKEY ROUND 3 PROGRAM GRANT BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FRESNO: THAT PART III of the Annual Appropriation Resolution No. 2023-185 be and is hereby amended as follows: Increase/(Decrease) TO: PLANNING AND DEVELOPMENT DEPARTMENT Homekey Grant-Quality Inn $ 16,450,000 THAT account titles and numbers requiring adjustment by this Resolution are as follows: Homekey Grant-Quality Inn Revenues: Account String: 2070-2088-1906-450-433401-19-6-0000-0000- $ 16,450,000 Total Revenues $ 16,450,000 Appropriations: Account String: 2070-2088-1906-450-658004-19-6-0000-0000- $ 16,450,000 Total Appropriations $ 16,450,000 THAT the purpose is to appropriate $16,450,000 for the acquisition and redevelopment of the Quality Inn into 59 units of housing that target qualified households that are experiencing or are at risk of homelessness, including a portion of which is set aside for persons who are chronically homeless. 2 of 2 CLERK’S CERTIFICATION STATE OF CALIFORNIA} COUNTY OF FRESNO } ss. CITY OF FRESNO } I, TODD STERMER, 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 , 2023 AYES: NOES: ABSENT: ABSTAIN: Mayor Approval: , 2023 Mayor Approval/No Return: , 2023 Mayor Veto: , 2023 Council Override Veto: , 2023 TODD STERMER, CMC City Clerk BY: ____________________________ Deputy Recorded at the Request of and When Recorded Return to: City Hall City Clerk’s Office 2600 Fresno Street, Room 2133 Fresno, CA 93721-3603 (SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY) This HOME-ARP Agreement is recorded at the request and for the benefit of the City of Fresno and is exempt from the payment of a recording fee pursuant to Government Code Section 6103 CITY OF FRESNO By: Georgeanne A. White, City Manager Date: CITY OF FRESNO HOME INVESTMENT PARTNERSHIPS PROGRAM AMERICAN RESCUE PLAN AGREEMENT by and between CITY OF FRESNO, a municipal corporation and FRESNO QUALITY HOMEKEY, a limited partnership regarding Fresno Quality Inn 6051 N. Thesta Street, Fresno, CA 93710 APN: 409-200-43 TABLE OF CONTENTS Page RECITALS ............................................................................................................................ 1 ARTICLE 1. DEFINITIONS .................................................................................................. 2 ARTICLE 2. TERMS OF THE LOAN ................................................................................... 6 ARTICLE 3. REPRESENTATION AND WARRANTIES OF DEVELOPER. ......................... 7 ARTICLE 4. WARRANTIES AND COVENANTS BY DEVELOPER. ................................... 8 ARTICLE 5. PROPERTY MAINTENANCE ........................................................................ 13 ARTICLE 6. DISBURSEMENT OF HOME FUNDS ........................................................... 16 ARTICLE 7. REHABILITATION AND CONSTRUCTION OF THE PROJECT ................... 18 ARTICLE 8. OPERATIONS OF THE PROJECT ............................................................... 23 ARTICLE 9. INSURANCE AND INDEMNITY AND BONDS .............................................. 26 ARTICLE 10. DEFAULT AND REMEDIES. ....................................................................... 31 ARTICLE 11. GENERAL PROVISIONS. ........................................................................... 33 Page 1 of 37 HOME-ARP CLN9/18/23 HOME INVESTMENT PARTNERSHIPS PROGRAM - AMERICAN RESCUE PLAN AGREEMENT This HOME Investment Partnerships Program – American Rescue Plan Agreement (Agreement) is entered into on _____, 2024, by and between the City of Fresno, a municipal corporation, acting through its Planning and Development Department - Community Development Division (CITY), and Fresno Quality Homekey, LP (DEVELOPER). RECITALS A. WHEREAS, the CITY has received a HOME Investment Partnerships Program – American Rescue Plan (HOME-ARP) grant from the U.S. Department of Housing and Urban Development (HUD), under section 3205 of the American Rescue Plan Act of 2021 (“ARP”), as amended (Act). B. WHEREAS, to advance the supply of rental housing for Qualifying Populations, as defined by HUD in Notice CPD-21-10, attached as EXHIBT “H”, within the City of Fresno geographic area, the CITY desires, among other things, to encourage investment in the rental housing market. C. WHEREAS, the DEVELOPER desires to act as the owner/developer exercising effective project control, as to the acquisition and rehabilitation of the former Quality Inn Motel, a fifty-nine (59)-unit apartment complex of which fifty-eight (58) units will be reserved for Qualifying Populations whose income is at or below 30% of the area median income, as defined by the HOME-APR Program, one manager unit, and related on/off site improvements as more particularly described in EXHIBIT “B” – Project Description and Schedule, incorporated herein (Project). D. WHEREAS, the Project will be rehabilitated upon HOME-APR Program-eligible Property (Property) owned by the DEVELOPER. E. WHEREAS, to further its goal to increase the supply of housing for Qualifying Populations within the City of Fresno, the CITY desires to assist the DEVELOPER by providing a One Million Seven Hundred Forty-Nine Thousand Eight Hundred Thirty-Five Dollars and 24/100 ($1,749,835.24) residual receipts HOME-ARP Program Loan to the Project (Loan), at three percent (3%) interest for a period of fifty-five (55) years for eligible HOME-ARP Project Property rehabilitation costs, upon the terms and conditions in this Agreement, as further identified in EXHIBIT “C” – Budget, to be secured by the underlying Property and the Affordable Housing covenants attached as EXHIBIT “D” – Exemplar Declaration of Restriction, and Note, Exemplar Note attached as EXHIBIT “F” – Promissory Note loan, upon the terms and conditions in this Agreement. F. WHEREAS, the CITY has determined that it has ministerial authority to approve this Project, which is statutorily exempt from CEQA pursuant to Article 18, Statutory Exemptions, Section 15268 of the State CEQA Guidelines. Additionally, the DEVELOPER completed an environmental review of the Project pursuant to the National Environmental Policy Act (NEPA) guidelines and received an Authorization to Use Grant Funds on September 25, 2023. G. WHEREAS, the CITY has determined that this Agreement is in the best interest of, and will materially contribute to, the CITY’s homeless initiatives and Housing Element of the General Plan. Further, the CITY has found that the Project: (i) will have a positive Page 2 of 37 HOME-ARP CLN9/18/23 influence in the neighborhood and surrounding environs, (ii) is in the vital and best interest of the CITY, and the health, safety, and welfare of CITY residents, (iii) complies with applicable federal, State, and local laws and requirements, (iv) will increase, improve, and preserve the community’s supply of Housing reserved for homeless households and those at risk of becoming homeless, as defined hereunder, (v) planning and administrative expenses incurred in pursuit hereof are necessary for the production, improvement, or preservation of housing for Qualifying Populations, and (vi) will comply with any and all owner participation rules and criteria applicable thereto. H. WHEREAS, the CITY and DEVELOPER have determined that the Project’s HOME-ARP-Assisted Units constitute routine programmatic/grantee lender activities utilizing available and allocated program/grantee funding, outside of the California Constitution Article XXXIV and enabling legislation. I. WHEREAS, the CITY and DEVELOPER acknowledge and agree that the obligations and liabilities of the DEVELOPER hereunder shall be joint and several unless and except to any extent expressly provided otherwise. J. WHEREAS, on July 14, 2021, the DEVELOPER’s Principals reviewed and approved the development of the Project and HOME-ARP Application for funding. NOW, THEREFORE, IN CONSIDERATION of the above recitals, which recitals are contractual in nature, the mutual promises herein contained, and for other good and valuable consideration hereby acknowledge, the parties agree as follows: ARTICLE 1. DEFINITIONS The following terms have the meaning and content set forth in this Article wherever used in this Agreement, attached exhibits or attachments that are incorporated into this Agreement by reference. 1.1 Acquisition means vesting of the Property (defined below) in fee title to the DEVELOPER which the DEVELOPER will own prior to commencement of the rehabilitation of Affordable Housing Units. 1.2 ADA means the Americans with Disabilities Act of 1990, as most recently amended. 1.3 Affirmative Marketing means a good faith effort to attract eligible persons of all racial, ethnic and gender groups, in the housing market area, to rent the proposed Housing Units proposed for rehabilitation on the eligible Property, as hereinafter defined. 1.4 Affordability Period means the minimum period of fifty-five (55) years commencing from the date the CITY enters project completion information into HUD’s Integrated Disbursement and Information System (IDIS), which date will be provided to the DEVELOPER by the CITY and added as an administrative amendment hereto; CITY agrees to enter project completion information into IDIS within thirty days of CITY’s receipt thereof. 1.5 Affordable Housing Units means 58 units in the Project that are reserved for Qualifying Populations whose income is at or below 30% of the area medium income for Fresno County as established by HUD. 1.6 Budget means the Budget for the acquisition and rehabilitation of the Project, as may be amended upon the approval of the CITY Community Development Division Page 3 of 37 HOME-ARP CLN9/18/23 provided any increase in HOME-ARP Funds hereunder requires City Council Approval, attached hereto as EXHIBIT “C”. 1.7 Certificate of Completion means that certificate issued, in the form attached as EXHIBIT “E” (Exemplar Certificate of Completion), to the DEVELOPER by the CITY evidencing completion of the Project and a release of rehabilitation related covenants for the purposes of the Agreement. 1.8 CFR means the Code of Federal Regulations. 1.9 Commencement of Rehabilitation means the time the DEVELOPER or the DEVELOPER’s construction contractor begins substantial physical work on the Property, including, without limitation, delivery of materials and any work, beyond maintenance of the Property in its status quo condition, which shall take place in accordance with the Project Schedule, attached as EXHIBIT “B” – Project Description and Schedule. 1.10 Completion Date means the date the City issues a recorded Certificate of Completion for the Project. 1.11 Debt Service means payments made in a calendar year pursuant to the financing obtained for the acquisition, rehabilitation, operation and/or ownership of the Project, but excluding residual receipts payments made pursuant to the HOME-ARP Note. 1.12 Declaration of Restrictions means the Declaration of Restrictions in the form attached hereto as EXHIBIT “D”, which contains the affordability covenants and income restrictions of this Agreement which shall run with the land and which the DEVELOPER shall record or cause to be recorded against the Property no later than the date of Commencement of Rehabilitation. 1.13 Deed of Trust means that standard form Deed of Trust (including the security agreement) given by the DEVELOPER as Trustor, to the CITY as beneficiary, through escrow established by the DEVELOPER at its sole cost and expense with Old Republic Title Company, and recorded against the Property to ensure the HOME-ARP Note, together with the Deed of Trust in a substantially similar form and attached as EXHIBIT “G” and approved as to form by the City Attorney, as well as any amendments to, modification of and restatements of said Deed of Trust, which Deed of Trust may be subordinated to Project senior lenders to no lower than 2nd position per the Budget attached as EXHIBIT “C”. The terms of any such Deed of Trust are hereby incorporated into this Agreement by this reference. 1.14 Eligible Costs means the HOME-ARP eligible rehabilitation costs funded by the HOME-ARP Loan, consistent with the Project Budget attached as EXHIBIT “C”, allowable under 24 CFR Part 92, as specified in 24 CFR 92.206 (a)(2), and not disallowed by 24 CFR 92.214, provided, however, that costs incurred in connection with any activity that is determined to be ineligible under the Program by HUD or the CITY shall not constitute Eligible Costs. 1.15 Event of Default shall have the meaning assigned to such term under Section 10.1 hereunder. 1.16 Federal HOME Investment Partnerships Program – American Recuse Act Funds (also referred to in this Agreement as “HOME-ARP Funds or Funds” means the federal HOME-ARP Program monies consisting of the Loan, in an amount not to exceed the sum of One Million Seven Hundred Forty-Nine Thousand Eight Hundred Thirty-Five Dollars and Page 4 of 37 HOME-ARP CLN9/18/23 24/100 ($1,749,835.24) to be used for eligible Project rehabilitation costs. 1.17 Funding Sources means the CITY’s HOME-ARP Funds and State of California HomeKey funds and any other funds that may become available to the Project. 1.18 Hazardous Materials means any hazardous or toxic substances, materials, wastes, pollutants or contaminants which are defined, regulated or listed as "hazardous substances,” "hazardous wastes," "hazardous materials," "pollutants," "contaminants" or "toxic substances" under federal or State environmental and health safety laws and regulations, including without limitation, petroleum and petroleum byproducts, flammable explosives, urea formaldehyde insulation, radioactive materials, asbestos and lead. Hazardous Materials do not include substances that are used or consumed in the normal course of developing, operating, or occupying a housing project, to the extent and degree that such substances are stored, used, and disposed of in the manner and in amounts that are consistent with normal practice and legal standards. 1.19 Household means those persons, related or unrelated, who occupy the Unit within the Project. 1.20 HOME-ARP Units means the Fifty-Eight (58) housing units required to meet the affordability requirements of HUD Notice CPD-21-10, issued September 13, 2021. 1.21 HUD means the United States Department of Housing and Urban Development. 1.22 Loan means the Project Loan of HOME-ARP Funds, in the total amount not to exceed One Million Seven Hundred Forty-Nine Thousand Eight Hundred Thirty-Five Dollars and 24/100 ($1,749,835.24) made available by the CITY to the Project pursuant to this Agreement, as more specifically described in the Budget and in the Promissory Note attached as EXHIBIT “F“. The Loan shall be payable in accordance with the terms of the Note, shall be secured by a deed of trust on each parcel constituting the Property, and shall be subject to the Deed of Trust attached as EXHIBIT “G“. 1.23 Loan Documents means collectively this Agreement, Promissory Note - EXHIBIT “F”, Deed of Trust – EXHIBIT “G”, and Declaration of Restrictions – EXHIBIT “D”, attached hereto and all related documents/instruments as they may be amended, modified, or restated from time to time along with all exhibits and attachments thereto, relative to the Loan. 1.24 Note means that certain One Million Seven Hundred Forty-Nine Thousand Eight Hundred Thirty-Five Dollars and 24/100 ($1,749,835.24) HOME-ARP Loan Note in a principal amount not to exceed One Million Seven Hundred Forty-Nine Thousand Eight Hundred Thirty-Five Dollars and 24/100 ($1,749,835.24), given by the DEVELOPER as promisor, in favor of the CITY as promisee, evidencing the Loan and performance of the affordability and other covenants and restrictions set forth in this Agreement, secured by the Deed of Trust as no worse than 2nd position lien upon the Property, naming the CITY as beneficiary and provided to the CITY, no later than the date of the Project funding hereunder, an exemplar of which is attached hereto as EXHIBIT “F“, and incorporated herein, as well as any amendments to, modifications of and restatements of said Note consented to by the CITY. 1.25 Operating Expenses means actual, reasonable and customary costs, fees and expenses directly incurred, paid and attributable to the operation, maintenance and Page 5 of 37 HOME-ARP CLN9/18/23 management of the completed Project in a calendar year, including, without limitation; painting, cleaning, repairs, alterations, landscaping, utilities, refuse removal, certifications, permits and licenses, sewer charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services, cleaning and building supplies, purchasing, repair, servicing and installation of appliances, equipment, fixtures and furnishings which are not paid from the capital replacement reserve, fees and expenses of property management and common area expenses, fees and expenses of accountants, attorneys, and other professionals, the cost of tenant services, repayment of any completion of operating loans including any and all deferred contractor’s fees per the Budget, made to the DEVELOPER, its successors or assignees, and other actual operating costs and capital costs which are incurred and paid by the Property, but which are not paid from reserve accounts. 1.26 Program Income has the meaning provided in the HOME Program including 24 CFR 92.503. 1.27 Project Schedule means the schedule for commencement and completion of the Project included in EXHIBIT “B”. 1.28 Project Units means the rehabilitation of Fifty-Nine (59) rental units of which Fifty-Eight (58) units will be preserved as HOME-ARP assisted Units and one (1) on-site manager’s unit. 1.29 Property means the property located at 6051 N. Thesta Street, Fresno, CA 93710 (APN: 409-200-43) as more specifically described in the Property Description attached to EXHIBIT “A”. 1.30 Rent mean the total monthly payment a tenant pays for a HOME-APR unit including the following: use and occupancy of the Unit and land and associated facilities, including parking, provided by the DEVELOPER (other than parking services acquired by tenants on an optional basis), any separately charged fees or service charges assessed by the DEVELOPER which are required of all tenants (other than security deposits), the cost of an adequate level of service for utilities paid by the tenants (including garbage collection, sewer, water, common area electricity, but not telephone or internet service), any other interest, taxes, fees or charges for use of the land or associated facilities and assessed by a public or private entity other than the DEVELOPER, and paid by the tenant. Rent does not include payments for any optional services provided by the Project. 1.31 Residual Receipts means Residual Receipts as defined in the Promissory Note - EXHIBIT “F”. 1.32 Senior Financing means the financing for the Project set forth on the Budget and Finance Plan which shall be senior to the HOME-ARP Loan. 1.33 Senior Lender means lenders providing the Senior Financing for the Affordable Project. 1.34 HOME-ARP Unit or HOME-ARP Assisted Unit means the Fifty-Eight (58) HOME-ARP assisted Units to be rehabilitated upon the Property and preserved as HOME- ARP housing for Qualifying Populations for the duration of the fifty-five (55)-year Affordability Period. Page 6 of 37 HOME-ARP CLN9/18/23 1.35 Qualifying Population means homeless as defined in 24 CFR 91.5, at risk of homelessness as defined in 24 CFR 91.5, fleeing, or attempting to fee, domestic violence, sexual assault, stalking, or human trafficking as defined by HUD, veterans and families that include a veteran family member as meeting the criteria for one of the above definitions. 1.36 Extremely Low Income means, for the purpose of this Agreement, those whose annual income does not exceed thirty percent (30%) of the area median income for Fresno, California as determined by HUD. ARTICLE 2. TERMS OF THE LOAN 2.1 Loan of HOME-ARP Funds. The CITY agrees to provide a loan of HOME-ARP Funds to the DEVELOPER in an amount not to exceed One Million Seven Hundred Forty- Nine Thousand Eight Hundred Thirty-Five Dollars and 24/100 ($1,749,835.24), all under the terms and conditions provided in this Agreement. 2.2 Loan Documents. The DEVELOPER shall execute and deliver the Loan Documents including the Promissory Note to the CITY, and notarized Deed of Trust to Old Republic Title Company for recordation against the Property, as provided for in this Agreement. 2.3 Term of Agreement. This Agreement is effective as set forth on page upon the date of full execution and recordation and shall remain in force with respect to the Project for the duration of the Affordability Period unless earlier terminated as provided herein. After the fifty-five (55) year Affordability Period, this Agreement will expire. It is understood and agreed upon, however, that if for any reason this Agreement should be terminated in whole or in part as provided hereunder, without default, the CITY agrees to record a Notice of Cancellation regarding this Agreement upon the written request of the DEVELOPER. 2.4 Loan Repayment and Maturity. The Loan will accrue interest commencing on the date provided for in the Promissory Note and shall be due and payable in accordance with the Promissory Note and in full not later than the Maturity date provided in the Promissory Note. 2.5 Incorporation of Documents. The DEVELOPER’s HOME-ARP application dated July 14, 2023, the CITY Council approved Minutes of November 3, 2023, approving this Agreement, the Loan Documents, the American Rescue Plan Act and HUD regulations at 24 CFR Parts 85 (administrative requirements), 92 (HOME-ARP Program requirements), CPD 98-2 (cost allocations requirements) and all exhibits, attachments, documents and instruments referenced herein, as now in effect and as may be amended from time to time, constitute part of this Agreement and are incorporated herein by reference. All such documents have been provided to the parties herewith or have been otherwise provided to or procured by the parties and reviewed by each of them prior to execution hereof. 2.6 Covenants of DEVELOPER. The DEVELOPER for itself and its agents/assigns covenants and agrees to comply with all the terms and conditions of this Agreement and the requirements of 24 CFR Part 92, as amended, and the American Rescue Plan Act. 2.7 Subordination. This Agreement, Declaration of Restrictions, and Deed of Trust may be subordinated to certain approved financing (in each case, a “Senior Lender”), to no worse than 2nd position, but only on condition that all of the following are satisfied: (a) All of the proceeds of the proposed Senior Loan, less any transaction costs, must be used to provide rehabilitation financing for the Project consistent with an approved financing plan; (b) Page 7 of 37 HOME-ARP CLN9/18/23 the subordination agreement must provide the CITY with adequate rights to cure any defaults by the DEVELOPER including providing the CITY or its successor with copies of any notices of default; (c) upon a determination by the City Manager that the conditions in this Section have been satisfied, the City Manager or his/her designee will be authorized to execute the approved subordination agreement, inter-creditor agreements, standstill agreements, and/or other documents as may be reasonably requested by the Lender to evidence subordination to the Project financing, without the necessity of any further action or approval provided that such agreements contain written provisions that are no more onerous and which are consistent with the customary standard requirements imposed by the financing source(s), on subordinate cash flow obligations under their then existing senior financing policies, and further provided that the City Attorney approves such document(s) as to form. 2.8 Penalties for Noncompliance. DEVELOPER shall repay HOME-ARP funds invested in the project if it is terminated before completion or otherwise does not comply with initial or ongoing HOME-ARP requirements. ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF DEVELOPER 3.1 Existence and Qualification. The DEVELOPER, represents and warrants to the CITY as of the date hereof, that the DEVELOPER is a duly organized California limited partnership in good standing with the State of California; the DEVELOPER has the requisite power, right, and legal authority to execute, deliver, and perform its obligations under the Agreement and has taken all actions necessary to authorize the execution, delivery, performance, and observance of its obligations under this Agreement. This Agreement, when executed and delivered by the DEVELOPER enforceable against the DEVELOPER in accordance with its respective terms, except as such enforceability may be limited by: (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other similar laws of general applicability affecting the enforcement of creditors' rights generally, and (b) the application of general principles of equity without the joinder of any other party. 3.2 No Litigation Material to Financial Condition. The DEVELOPER represents and warrants to the CITY as of the date hereof that, except as disclosed to and approved by the CITY in writing, no litigation or administrative proceeding before any court or governmental body or agency is now pending, nor, to the best of the DEVELOPER’s knowledge, is any such litigation or proceeding now threatened, or anticipated against the DEVELOPER that, if adversely determined, would have a material adverse effect on the financial condition, business, or assets of the DEVELOPER or on the operation of the Project. 3.3 No Conflict of Interest. The DEVELOPER represents and warrants to the CITY as of the date hereof that it is an independent governmental agency and no officer, agent, or employee of the CITY directly or indirectly owns or controls any interest in the DEVELOPER, and no person, directly or indirectly owning or controlling any interest in the DEVELOPER, is an official, officer, agent, or employee of the CITY. 3.4 No Legal Bar. The DEVELOPER represents and warrants to the CITY, as of the date hereof that the execution, delivery, performance, or observance by the DEVELOPER of this Agreement will not, to the best of the DEVELOPER’s knowledge, materially violate or contravene any provisions of: (a) any existing law or regulation, or any order of decree of any court, governmental authority, bureau, or agency; (b) governing documents and instruments of the DEVELOPER; or (c) any mortgage, indenture, security agreement, contract, undertaking, or other agreement or instrument to which the Page 8 of 37 HOME-ARP CLN9/18/23 DEVELOPER is a party or that is binding on any of its properties or assets, the result of which would materially or substantially impair the DEVELOPER’s ability to perform and discharge its obligations or its ability to complete the Project under this Agreement. 3.5 No Violation of Law. The DEVELOPER represents and warrants to the CITY as of the date hereof that, to the best of the DEVELOPER’s knowledge, this Agreement and the operation of the Project as contemplated by the DEVELOPER, do not violate any existing federal, State, or local laws of regulations. 3.6 No Litigation Material to Project. The DEVELOPER represents and warrants to the CITY as of the date hereof, except as disclosed to, and approved by the CITY in writing, there is no action, proceeding, or investigation now pending, or any basis therefor known or believed to exist by the DEVELOPER that questions the validity of this Agreement, or of any action to be taken under this Agreement, that would, if adversely determined, materially or substantially impair the DEVELOPER’s ability to perform and observe its obligations under this Agreement, or that would either directly or indirectly have an adverse effect or impair the completion of the Project. 3.7 Assurance of Governmental Approvals and Licenses. The DEVELOPER represents and warrants to the CITY, as of the date hereof, that the DEVELOPER has obtained and, to the best of the DEVELOPER’s knowledge, is in compliance with all federal, State, and local governmental reviews, consents, authorizations, approvals, and licenses presently required by law to be obtained by the DEVELOPER for the Project as of the date hereof. ARTICLE 4. WARRANTIES AND COVENANTS OF THE DEVELOPER 4.1 Accessibility. The DEVELOPER covenants and agrees with the CITY that it shall comply with 24 CFR Part 8, which implements Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), including, without limitation, the rehabilitation of the Project so that it meets the applicable accessibility requirements, including, but not limited to, the following: A. At least five percent (5%) of the dwelling units, or at least three (3), whichever is greater, must be rehabilitated to be accessible for persons with mobility disabilities. An additional two percent (2%) of the dwelling units, or at least two (2) units, whichever is greater, must be accessible for persons with hearing or visual disabilities. These units must be rehabilitated in accordance with the Uniform Federal Accessibility Standards (U.F.A.S.) or a standard that is equivalent or stricter. B. The design and construction requirements of the Fair Housing Act (Title VIII of the Civil Rights Act of 1968, as amended), including the following seven (7) requirements of the Fair Housing Accessibility Guidelines: i. Provide at least one accessible building entrance on an accessible route. ii. Construct accessible and usable public and common use areas. iii. Construct all doors to be accessible and usable by persons in wheelchairs. Page 9 of 37 HOME-ARP CLN9/18/23 iv. Provide an accessible route into and through the covered dwelling unit. v. Provide light switches, electrical outlets, thermostats and other environmental controls in accessible locations. vi. Construct reinforced bathroom walls for later installation of grab bars around toilets, tubs, shower stalls and shower seats, where such facilities are provided. vii. Provide usable kitchens and bathrooms such that an individual who uses a wheelchair can maneuver about the space. C. Title III of the Americans with Disability Act of 1990 (ADA) as it relates to the required accessibility of public and common use area of the Project. 4.2 Affirmative Marketing and Tenant Selection. The DEVELOPER warrants, covenants and agrees with the CITY that it shall comply with all affirmative marketing requirements, including without limitation, those set out at 24 CFR 92.350 and 92.351, in order to provide information and otherwise attract eligible persons from all racial, ethnic and gender groups in the housing market in the rental of the Project Units. The DEVELOPER shall maintain records of actions taken to affirmatively market units constructed in the future, and to assess the results of these actions. In addition, the Project shall implement a Tenant Selection process outlining selection, screening criteria of eligible tenants, and maintaining a project-specific waitlist. The DEVELOPER shall adopt and follow tenant selection policies and criteria for HOME-ARP units that: A. Limits eligibility to households that meet one of the HOME-ARP qualifying populations definitions or low-income households; B. Do not exclude an applicant with a voucher under the section 8 Housing Choice Voucher Program, or an applicant participating in HOME, HOME-ARP, or other Federal, state, or local tenant-based rental assistance program because of the status of the prospective tenant as a holder of such a certificate, voucher, or comparable tenant-based assistance document; C. Limits eligibility or gives a preference to a particular qualifying population or segment of the qualifying population; D. If the use of a project-specific waitlist to select qualifying households and/or low- income households for occupancy of HOME-ARP units, provide for the selection of households from a written waiting list in the chronological order of their application, insofar as is practicable; E. Gives prompt written notification to any rejected applicant of the grounds for any rejection; and F. Complies with VAWA requirements as described in 24 CFR 92.359. 4.3 Availability of HOME-ARP Funds. The DEVELOPER understands and agrees that the availability of HOME-ARP Funds is subject to the control of HUD, or other federal agencies, and should said Funds be encumbered, withdrawn or otherwise made unavailable to the CITY, whether earned by or promised to the DEVELOPER, and/or should the CITY in any fiscal year hereunder fail to allocate Funds to the Project, the CITY shall not provide said Funds unless and until Funds are allocated to the CITY by HUD. No other funds owned or Page 10 of 37 HOME-ARP CLN9/18/23 controlled by the CITY shall be obligated under this Agreement. 4.4 Compliance with Agreement. The DEVELOPER warrants, covenants, and agrees that in accordance with the requirements of 24 CFR 92.252 and 24 CFR Part 85, upon any uncured default by the DEVELOPER within the meaning of Article 10.1 of this Agreement, the CITY may suspend or terminate this Agreement and all other agreements with the DEVELOPER without waiver or limitation of rights/remedies otherwise available to the CITY. 4.5 Conflict of Interest. The DEVELOPER warrants, covenants, and agrees that it shall comply with the Conflict-of-Interest requirements of 24 CFR 92.356 including, without limitation, that no officer, employee, agent, or consultant of the DEVELOPER may occupy a Project Unit. The DEVELOPER understands and acknowledges that no employee, agent, consultant, officer or elected official or appointed official of the CITY, who exercises any functions or responsibilities with respect to the Project, or who is in a position to participate in a decision making process or gain inside information with regard to these activities, may obtain a financial interest or benefit from the Project, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for him or herself or for anyone with which that person has family or business ties, during his or her tenure or for one (1) year thereafter. 4.6 Rehabilitation Standards. The DEVELOPER shall construct the proposed Project Units in compliance with all applicable local codes, ordinances, and zoning requirements in effect at the time of issuance of CITY building permits. 4.7 Covenants and Restrictions to Run with the Land. The CITY and the DEVELOPER expressly warrant, covenant and agree to ensure that the covenants and restrictions set forth in this Agreement are recorded and will run with the land, provided, however, that, on expiration of this Agreement such covenants and restrictions shall expire, provided that such agreements contain written provisions that are no more onerous and which are consistent with the customary standard requirements imposed by the financing source(s), on subordinate cash flow obligations under their then existing senior financing policies, and further provided that City Attorney approves such document(s) as to form. A. The CITY and the DEVELOPER hereby declare their understanding and intent that the covenants and restrictions set forth herein directly benefit the land by: (a) enhancing and increasing the enjoyment and leasing of the proposed Project by a certain Qualifying Populations, and (b) making possible the obtaining of advantageous financing for rehabilitation. B. The DEVELOPER covenants and agrees with the CITY that after issuance of a recorded Certification of Completion for the Project until the expiration of the Affordability Period it shall cause fifty-eight (58) HOME-ARP Units to be rented to Qualifying Population households. C. Without waiver or limitation, the CITY shall be entitled to injunctive or other equitable relief against any violation or attempted violation of any covenants and restrictions, and shall, in addition, be entitled to damages available under law or contract for any injuries or losses resulting from any violations thereof. D. All present and future owners of the Property and other persons claiming by, through or under them shall be subject to and shall comply with the covenants and Page 11 of 37 HOME-ARP CLN9/18/23 restrictions. The acceptance of a deed of conveyance to the Property shall constitute an agreement that the covenants and restrictions, as may be amended or supplemented from time to time, are accepted and ratified by such future owners, tenant or occupant, and all such covenants and restrictions shall be covenants running with the land and shall bind any person having at any time any interest or estate in the Property, all as though such covenants and restrictions were recited and stipulated at length in each and every deed, conveyance, mortgage or lease thereof. E. The failure or delay at any time of the CITY or any other person entitled to enforce any such covenants or restrictions shall in no event be deemed a waiver of the same, or of the right to enforce the same at any time or from time to time thereafter, or an estoppel against the enforcement thereof. 4.8 Displacement of Persons. The DEVELOPER covenants and agrees with the CITY that pursuant to 24 CFR 92.353, it will take all reasonable steps to minimize the displacement of any persons (families, individuals, businesses, nonprofit organizations, and farms). The parties acknowledge and agree that the Property located at the form Quality Inn Motel at 6051 N. Thesta Street, Fresno, CA 93710, is currently occupied with one tenant. 4.9 Initial and Annual Income Certification and Reporting. Qualifying households are eligible for admission to the HOME-ARP rental units solely by meeting the definition of one of the Qualifying Populations as defined by the HOME American Rescue Act Program. If there is no income requirement in the Qualifying Population’s definition, the DEVELOPER is not required to perform an initial determination of household’s income except as necessary to determine an affordable rental contribution by the qualifying household or establish eligibility through another funding source to the Project that imposes income restrictions. Each subsequent year during the affordability period, staring one year after initial occupancy, the DEVELOPER must use the definition of annual income as defined in 24 CFR 5.609 to examine the income of qualifying households to determine the household’s contribution to rent. For purposes of establishing the qualifying household’s rental contribution after initial occupancy, the DEVELOPER must examine a qualifying household’s income using 24 CFR 92.203(a)(1)(i) or (iii), starting one year after initial occupancy. Each year during the Affordability Period, the DEVELOPER must examine the household’s annual income in accordance with any one of the options in 24 CFR 92.230(a)(1). A DEVELOPER that re- examines the household’s income through a statement of certification in accordance with 24 CFR 92.203(a)(1)(iii), must examine the income of each household, in accordance with 24 CFR 92.203(a)(1)(ii), must examine the income of each household in accordance with 24 CFR 92.203(a)(1)(i) every sixth year of the affordability period. 4.10 Lead-Based Paint. The DEVELOPER covenants and agrees with the CITY that it shall comply with all applicable requirements of the Lead-Based Paint Poisoning Prevention Act of 42 U.S.C. 4821 et seq., 24 CFR Part 35, including the HUD 1012 Rule, and 24 CFR 982.401(j), and any amendment thereto, and Environmental Protection Agency (“EPA”) Section 402 (c)(3) of the Toxic Substances Control Act (“TSCA”) to address lead-based hazards created by renovation, repair, and painting activities that disturb lead-based paint in target housing and child-occupied facilities. Contractors performing renovations in lead- based paint units must be EPA-certified renovators. These requirements apply to all units and common areas of the Project. The DEVELOPER shall incorporate or cause incorporation of this provision in all contracts and subcontracts for work performed on the Project, which involve the application of paint. The DEVELOPER shall be responsible for all disclosure, Page 12 of 37 HOME-ARP CLN9/18/23 inspection, testing, evaluation, and control and abatement activities. 4.11 Minority Outreach Activities. The DEVELOPER covenants and agrees with the CITY that it shall comply with all federal laws and regulations described in Subpart H of 24 CFR Part 92, including, without limitation, any requirement that the DEVELOPER comply with the CITY’s minority outreach program. 4.12 Other Laws and Regulations. The DEVELOPER covenants and agrees with the CITY that, in addition to complying with the federal laws and regulations already cited in this Agreement, the DEVELOPER has reviewed, and shall comply with and require all its contractors and subcontractors on the Project to comply with, all other federal laws and regulations that apply to HOME-ARP, including, without limitation, requirements of 24 CFR 58.6 and the Flood Disaster Protection Act of 1973, as amended (42 U.S.C. 4001-4128) and the following: A. The DEVELOPER does not intend to use any financing that is secured by a mortgage insured by HUD in connection with the Project as part of its land acquisition and construction costs of the Project. B. The Project is not located in a tract identified by the Federal Emergency Management Agency as having special flood requirements. C. The Project requirements, Subpart F of 24 C.F.R. Part 92, as applicable and in accordance with the type of Project assisted, including, but not limited to, the HOME per-unit subsidy amount at 24 CFR 92.250, as amended. D. The property standards at 24 CFR 92.251. E. The Project “Labor” requirements, as applicable, of 24 C.F.R. 92.354 including Davis Bacon prevailing wage requirements (40 U.S.C. 276a - 276a-7), as supplemented by Department of Labor regulations (29 CFR Part 5). F. The provisions of Section 102 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333), as supplemented by Department of Labor Regulations (29 CFR Part 5), regarding the construction and management of the proposed Project. G. The DEVELOPER and its contractors, subcontractors and service providers for the Project, shall comply with all applicable local, State and federal requirements concerning equal employment opportunity, including compliance with Executive Order (E.O.) 11246, “Equal Employment Opportunity”, as amended by E.O. 11375, (amending E.O. 11246 Relating to Equal Employment Opportunity), and as supplemented by regulations at 41 CFR chapter 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor”. H. The provisions of the Copeland “Anti-Kickback” Act (18 U.S.C. 874), as supplemented by Department of Labor regulations (29 CFR part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). I. The provisions of the Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.), as amended. J. The provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Page 13 of 37 HOME-ARP CLN9/18/23 K. The provision of E.O.s 12549 and 12689, “Debarment and Suspension,” as set forth at 24 CFR part 24. L. The provisions of the Drug-Free Workplace Act of 1988 (42 U.S.C. 701), in accordance with the Act and with HUD's rules at 24 CFR part 24, subpart F. M. Title 8 of the Civil Rights Act of 1968 PL. 90-284. N. E.O. 11063 on Equal Opportunity and Housing. O. Section 3 of the Housing and Urban Development Act of 1968. P. The Housing and Community Development Act of 1974. Q. Clean Water Requirements 33 U.S.C. 1251. R. Civil Rights Requirements, 29 U.S.C. 623, 42 U.S.C. 2000, 42 U.S.C. 6102, 42 U.S.C 12112, 42 U.S.C. 12132, 49 U.S.C 5332, 29 C.F.R. Part 1630, 41 C.F.R. and Part 60 et seq. S. Violence Against Women Act (VAWA), 24 CFR 92.359 and 24 CFR 92.504(c)(3)(v)(F), including but not limited to notice requirements, obligations under emergency transfer plan, bifurcation of lease requirements, imposition of requirements for the duration of the HOME period of affordability, and inclusion of VAWA lease addendum requirements. T. Broadband infrastructure requirements for new housing and rehabilitation projects as set forth in 24 CRF 92.251. 4.13 Faith Based Activities. The DEVELOPER warrants, covenants, and agrees with the CITY that it shall not engage in any prohibited activities described in 24 CFR 92.257. 4.14 Reporting Requirements. The DEVELOPER warrants, covenants, and agrees with the CITY that it shall submit performance reports to the CITY as detailed in Section 7.18. Furthermore, the DEVELOPER agrees to provide, at the sole cost of the DEVELOPER, an annual audited Financial Statement and residual receipts calculation for the Project expenses and ongoing financial transactions which occur as a result of this Agreement as detailed in Section 5.7. The DEVELOPER agrees to account for the expenditure of HOME- ARP Funds using generally accepted accounting principles, which financial documentation shall be made available to the CITY and HUD upon their respective written request(s). 4.15 Housing Affordability. The DEVELOPER covenants and agrees with the CITY that fifty-eight (58) of the Project Units will be HOME-APR units for the duration of the minimum 15-year compliance period after which the fifty-eight (58) units must be affordable for households earning 80 percent of the area median income or less for the remaining Affordability Period. Fifty-eight (58) Project Units shall be rented to and occupied by Qualifying Populations as defined by the American Rescue Act Program, for the minimum compliance period and households with less than 80 percent area median income for the Affordability Period except upon foreclosure or other transfer in lieu of foreclosure following default under a Deed of Trust. However, if at any time following a transfer by foreclosure or transfer in lieu of foreclosure, but still during the Affordability Period, the owner of record prior to the foreclosure or transfer in lieu of foreclosure, or any newly formed entity that includes such owner of record those whom such owner of record has or had business ties, obtains an ownership interest in the Project or the Property, the Affordability Period shall be revived according to its original terms. In the event the DEVELOPER fails to comply with this Section Page 14 of 37 HOME-ARP CLN9/18/23 or the Affordability Period is not revived following transfer by foreclosure or transfer in lieu of foreclosure, the DEVELOPER shall return to the CITY all HOME-ARP Funds disbursed to the DEVELOPER by the CITY. 4.16 Terminated Projects. The DEVELOPER understands and agrees that, if the Project is terminated before completion, either voluntarily or otherwise, such constitutes an ineligible activity, and the CITY will not be required to provide any further HOME-ARP assistance to the Project. ARTICLE 5. PROPERTY MAINTENANCE 5.1 Adequate Repair and Maintenance. The DEVELOPER during its time on title shall cause the maintenance of the Project and Property to be in compliance with all applicable codes, laws, and ordinances. The CITY reserves the right to require the DEVELOPER to change the property management company for the Property if it is determined through annual property monitoring that the property management company is not performing satisfactorily. 5.2 Affordable Rental Housing. The DEVELOPER covenants and agrees that the Project shall constitute a total of fifty-nine (59) Project Units with fifty-eight (58) reserved as HOME-ARP Units during the entire Affordability Period. This covenant shall remain in effect and run with and restrict the land during the entirety of the Affordability Period. In the event the DEVELOPER fails to comply with the time period in which the HOME-ARP Units constitute affordable housing, the CITY shall without waiver or limitation, be entitled to injunctive relief, as the DEVELOPER acknowledges that damages are not adequate remedy at law for such breach. 5.3 Compliance with Environmental Laws. The DEVELOPER shall cause the Project HOME-ARP Units to be in compliance with, and not to cause or permit the Project to be in violation of, any Hazardous Materials law, rule, regulation, ordinance, or statute. Although the CITY will utilize its employees and agents for regular inspection and testing of the eligible Property, the DEVELOPER agrees that, if the CITY has reasonable grounds to suspect any such violation, the DEVELOPER shall be entitled to thirty (30) days' notice and opportunity to cure such violation. If the suspected violation is not cured, the CITY shall have the right to retain an independent consultant to inspect and test the eligible Property for such violation. If a violation is discovered, the DEVELOPER shall pay for the reasonable cost of the independent consultant. Additionally, the DEVELOPER agrees: A. That the CITY shall not be directly or indirectly responsible, obligated or liable with the inspection, testing, removal or abatement of asbestos or other hazardous or toxic chemicals, materials, substances, or wastes and that all cost, expense and liability for such work shall be and remain solely with the DEVELOPER; B. Not to transport to, or from, the Property, or use, generate, manufacture, produce, store, release, discharge, or dispose of on, under, or about the Property, or surrounding real estate, or transport to or from the Project site, or surrounding real estate, any hazardous or toxic chemicals, materials, substance, or wastes or allow any person or entity to do so except in such amounts and under such terms and conditions permitted by applicable laws, rules, regulations, ordinances, and statutes; C. To give prompt written notice to the CITY of the following: Page 15 of 37 HOME-ARP CLN9/18/23 (i) Any proceeding or inquiry by any governmental authority with respect to the presence of any hazardous or toxic chemicals, materials, substance, or waste in or on the eligible Property or the surrounding real estate or the migration thereof from or to other property; (ii) All claims made or threatened by any third party against the DEVELOPER, or such properties relating to any loss or injury resulting from any hazardous or toxic chemicals, materials, substance, or waste; and (iii) The DEVELOPER’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of such properties that would cause such properties or underlying or surrounding real estate or part thereof to be subject to any restrictions on the ownership, occupancy, transferability, or use of the property under any environmental law, rule, regulation, ordinance, or statute; and D. To indemnify, defend, and hold the CITY harmless from any and all claims, actions, causes of action, demand, judgments, damages, injuries, administrative orders, consent agreements, orders, liabilities, penalties, costs, expenses (including attorney’s fees and expenses), and disputes of any kind whatsoever arising out of or relating to the DEVELOPER or any other party’s use of release of any hazardous or toxic chemicals, materials, substance, or waste on the Property regardless of cause or origin, including any and all liability arising out of or relating to any investigation, site monitoring, containment, cleanup, removal, restoration, or related remedial work of any kind or nature. 5.4 Compliance with Laws. The DEVELOPER shall promptly and faithfully comply with, conform to, and obey all present and future federal, State, and local statutes, regulations, rules, ordinances, and other legal requirements applicable by reason of this Agreement or otherwise to the Project including without limitation prevailing wage requirements. The DEVELOPER acknowledges that the use of HOME-ARP Funds subjects the Project to extensive federal regulation and covenants and agrees that it shall comply with, conform to, and obey (and take steps as are required of the DEVELOPER to enable the CITY to comply with, conform to, and obey) all federal statues, regulations, rules, and policies applicable to the Project. 5.5 Rehabilitation Standards. In the absence of existing applicable State or local code requirements and ordinances, at a minimum, the DEVELOPER shall comply with all inspectable items and inspectable areas specified by HUD based on the HUD physical inspection procedures (24 CFR 92.2, Uniform Physical Condition Standards (UPCS)) prescribed by HUD pursuant to 24 CFR 5.705. UPCS means uniform national standards established by HUD pursuant to 24 CFR 5.703 for housing that is decent, safe, sanitary, and in good repair. Standards are established for inspectable items for each of the following areas: site, building exterior, building systems, dwelling units, and common areas, but do not require the use of any scoring, item weight, or level of criticality. 5.6 Existence, Qualification, and Authority. The DEVELOPER shall provide to the CITY any evidence required or requested by the CITY to demonstrate the continuing existence, qualification, and authority of the DEVELOPER to execute this Agreement and to perform the acts necessary to carry out the Project. 5.7 Financial Statements and Audits. Annually, within one hundred eighty (180) Page 16 of 37 HOME-ARP CLN9/18/23 days following: 1) the end of fiscal year(s) in which the HOME-ARP Funds are disbursed hereunder, and 2) the end of fiscal year(s) in which this Agreement shall terminate, and otherwise upon the CITY’s, written request during the term of this Agreement, the DEVELOPER, at its sole cost and expense shall submit to the CITY: A. Audited annual financial statements with notes that are current, signed, and prepared according to generally accepted accounting principles consistently applied (except as otherwise disclosed therein), including the residual receipts calculation. B. Audited Financial Statements with the management notes covering the income and expenses, and the financial transactions for the Project during the prior fiscal year. 5.8 Inspection and Audit of Books, Records and Documents. The DEVELOPER shall account for all HOME-ARP Funds disbursed for the Project pursuant to this Agreement. Any duly authorized representative of the CITY or HUD shall, at all reasonable times, have access to and the right to inspect, copy, make excerpts or transcripts, audit, and examine all books of accounts, records, files and other papers or property, and other documents of the DEVELOPER pertaining to the Project or all matters covered in this Agreement and for up to six (6) years after the expiration or termination of this Agreement. A. The DEVELOPER will maintain books and records for the Project using generally accepted accounting principles. The DEVELOPER agrees to maintain books and records that accurately and fully show the date, amount, purpose, and payee of all expenditures financed with HOME-ARP Funds and to keep all invoices, receipts and other documents related to expenditures financed with HOME-ARP Funds for not less than six (6) years after the expiration or termination of the Agreement. Books and records must be kept accurate and current. For purposes of this section, "books, records and documents" include, without limitation; plans, drawings, specifications, ledgers, journals, statements, contracts/agreements, funding information, funding applications, purchase orders, invoices, loan documents, computer printouts, correspondence, memoranda, and electronically stored versions of the foregoing. This section shall survive the termination of this Agreement. B. The CITY may audit any conditions relating to this Agreement at the CITY’s expense, unless such audit shows a significant discrepancy in information reported by the DEVELOPER in which case the DEVELOPER shall bear the cost of such audit. The DEVELOPER shall also comply with any applicable audit requirements of 24 CFR 92.506. This section shall survive the termination of this Agreement. C. The DEVELOPER will cooperate fully with the CITY and HUD in connection with any interim or final audit relating to the Project that may be performed relative to the performance of this Agreement. 5.9 Inspection of Property. Any duly authorized representative of the CITY or HUD shall, at all reasonable times and with seventy-two (72) hours’ written notice, have access and the right to inspect the Property until expiration of the applicable Affordability Period, subject to the rights of the tenants. 5.10 No Other Liens. The DEVELOPER shall not create or incur, or suffer to be Page 17 of 37 HOME-ARP CLN9/18/23 created or incurred, or to exist, any additional mortgage, pledge, lien, charge, or other security interest of any kind on the eligible Property, other than those related to the Project’s rehabilitation loans in relation to the Project, consistent with the attached Budget, without the prior written consent of the CITY. 5.11 Nondiscrimination. The DEVELOPER shall comply with and cause any and all contractors and subcontractors to comply with any and all federal, State, and local laws with regard to illegal discrimination, and the DEVELOPER shall not illegally discriminate against any persons on account of race, religion, sex, family status, age, handicap, or place of national origin in its performance of this Agreement and the completion of the Project. 5.12 Ownership. Except as required in pursuit hereof, the DEVELOPER shall not sell, lease, transfer, assign or otherwise dispose (Transfer) all or any material part of any interest it might hold in the Property or the Project without the prior written consent of the CITY, which consent shall not be unreasonably withheld or delayed. “Transfer” shall exclude the leasing of any single Unit in the Project. A. The DEVELOPER shall request the CITY’s written approval of the granting of the security interests in the Property described in Section 5.12 above. 5.13 Payment of Liabilities. The DEVELOPER shall pay and discharge in the ordinary course of its business all material obligations and liabilities, the nonpayment of which could have a material or adverse impact on its financial condition, business, or assets or on the operation of the Project, except such obligations and liabilities that have been disclosed to the CITY in writing and are being contested in good faith. 5.14 Report of Events of Default. The DEVELOPER shall promptly give written notice to the CITY upon becoming aware of any Event of Default under this Agreement. ARTICLE 6. DISBURSEMENT OF HOME-ARP FUNDS 6.1 Loan Commitments and Financing Plan. The DEVELOPER shall submit its most current Finance Plan for the Project to the CITY prior to Council approval and as other funding sources become part of the Project budget. The City shall approve the Finance Plan so long as the Plan is consistent with the Budget contained in EXHIBIT “C”. The CITY shall accept the Finance Plan and supporting documentation such as commitment letters, letters of credit, agreements, and resolutions for proposed funding to the Project. If the CITY disapproves the Finance Plan, it will specify the reason for the disapproval and ask the DEVELOPER to provide any additional information the CITY may need to approve the Finance Plan. 6.2 Finance Plan Content. The Finance Plan shall contain all Project pre- rehabilitation, post-rehabilitation, and permanent loans or letters of commitment from one or more qualified public/private lenders or funding sources in sufficient amounts, combined with any other DEVELOPER financing, for the DEVELOPER to complete rehabilitation of the Project. The total amount of the liens to be recorded against the Property as presented in the Finance Plan shall not exceed the DEVELOPER’s estimated rehabilitation Budget. 6.3 Use of HOME-APR Funds. The DEVELOPER warrants, covenants and agrees that it shall request HOME-APR Funds only for reimbursement of Eligible rehabilitation Costs incurred as identified in the itemized Budget, attached hereto as EXHIBIT “C”, including costs Page 18 of 37 HOME-ARP CLN9/18/23 allowable under 24 CFR 92.206, aggregating not more than One Million Seven Hundred Forty-Nine Thousand Eight Hundred Thirty-Five Dollars and 24/100 ($1,749,835.24). A. If any such Funds shall be determined to have been requested and/or used by the DEVELOPER for costs other than for Eligible Rehabilitation Costs, and subject to the notice and cure provisions of Section 10.2 hereunder, an equal amount from nonpublic funds shall become immediately due and payable by the DEVELOPER to the CITY; provided, however, that the DEVELOPER shall, subject to its full cooperation with the CITY, be entitled to participate in any opportunity to remedy, contest, or appeal such determination. B. In the event HOME-ARP Funds are requested to reimburse Eligible Costs which subsequently lose eligibility as Eligible Costs, the DEVELOPER shall immediately return such HOME-ARP Funds to the CITY. C. The CITY will disburse HOME-APR Funds to the DEVELOPER through proper invoicing for eligible rehabilitation costs of the HOME-ARP Units as provided in this Article 6. 6.4 Conditions Precedent to Disbursement. The CITY shall not be obligated to make or authorize any disbursements of HOME-ARP Funds unless the following conditions are satisfied: A. There exists no Event of Default as provided in Article 10, nor any act, failure, omission, or condition that with the passage of time or the giving of notice or both would constitute an Event of Default. B. The DEVELOPER has received and delivered to the CITY firm commitments of, or Agreements for, sufficient funds to finance the rehabilitation Project. C. The CITY has approved the requested reimbursement of eligible Project rehabilitation costs. D. The DEVELOPER has obtained insurance coverage and delivered to the City for approval as evidence of insurance as required in Article 9. E. The DEVELOPER is current with its compliance of reporting requirements set forth in this Agreement. F. The DEVELOPER has provided the CITY with a written request for HOME-ARP Funds for reimbursement of eligible Project rehabilitation costs and detailing such Eligible Costs applicable to the request on a City provided form. G. The CITY has received certification required by Section 6.6 of this Agreement. H. The CITY has received, and continues to have the right to disburse, HOME-ARP Funds. 6.5 Requests for Reimbursement of HOME-APR Funds. The DEVELOPER shall request that the CITY reimburse funds for eligible rehabilitation cost using the CITY’s Request for Disbursement of Funds form. The DEVELOPER shall only request a maximum of One Million Seven Hundred Forty-Nine Thousand Eight Hundred Thirty-Five Dollars and 24/100 ($1,749,835.24) in HOME-ARP assistance for the HOME-ARP assisted units. All Page 19 of 37 HOME-ARP CLN9/18/23 requests should provide in detail such Eligible Costs applicable to the request. All requests for HOME-ARP Funds shall be accompanied with the Certification required by Section 6.6 of this Agreement. 6.6 DEVELOPER Certification. The DEVELOPER shall submit to the CITY a written certification that, as of the date of the Request for Reimbursement (Certification): A. The representations and warranties contained in or incorporated by reference in this Agreement continue to be true, complete, and accurate in material respects; and B. The DEVELOPER has carried out its obligations and is in compliance with all the obligations or covenants specified in this Agreement, to the extent that such obligations or covenants are required to have been carried out or are applicable at the time of the Request for Reimbursement; and C. The DEVELOPER has not committed or suffered an act, event, occurrence, or circumstance that constitutes an Event of Default or that with the passage of time or giving of notice or both would constitute an Event of Default; and D. The disbursement of funds shall be used solely for reimbursement of Eligible Costs identified in this Agreement and must by supported by the itemized obligations that have been properly incurred, expended and are properly chargeable in connection with rehabilitation of the Project. 6.7 Disbursement of Funds. The disbursement of HOME-ARP Funds shall occur within the normal course of CITY business (approximately thirty (30) days) after the CITY receives the Certification and Request for Reimbursement with correct supporting documentation and to the extent of annually allocated and available HOME-ARP Funds. ARTICLE 7. REHABILITATION OF THE PROJECT Without waiver of limitation, the parties agree as follows: 7.1 Pre-Construction Meeting Regarding HOME-ARP Processes and Procedures. The CITY may schedule, and the DEVELOPER shall attend, a meeting prior to rehabilitation for the purpose of outlining the Project processes and procedures or the DEVELOPER may schedule, and the CITY shall attend, a meeting prior to the rehabilitation for the purpose of outlining the Project processes and procedures. 7.2 Commencement and Completion of Project. The DEVELOPER shall commence rehabilitation of the Project, and when completed, record a Notice of Completion of the Project completion in accordance with the Project Schedule as identified in EXHIBIT “B”, and immediately provide the CITY with a copy for recordation. 7.3 Contracts and Subcontracts. Consistent with Section 5.3, all hazardous waste abatement, construction work and professional services for the Project shall be performed by persons or entities licensed or otherwise legally authorized to perform the applicable work or service in the State of California and the City of Fresno. The DEVELOPER shall provide the CITY with copies of all agreements it has entered into with any and all general contractors or subcontractors for this Project. The DEVELOPER shall require that each such general contractor agreement contain a provision whereby the party(ies) to the agreement, other than the DEVELOPER, agree to: (i) notify the CITY immediately of any event of default by the DEVELOPER thereunder, (ii) notify the CITY immediately of the filing of a mechanic’s lien, Page 20 of 37 HOME-ARP CLN9/18/23 (iii) notify the CITY immediately of termination or cancellation of the rehabilitation agreement on the Project, and (iv) provide the CITY, upon the CITY’s request, an Estoppel Certificate certifying that the agreement is in full force and effect and the DEVELOPER is not in default thereunder. The DEVELOPER agrees to notify the CITY immediately of termination or cancellation of any such agreement(s), notice of filing of a mechanic’s lien, or breach or default by other party(ies) thereto. 7.4 Damage to Property. To the extent consistent with the requirements of any permitted encumbrance, or as otherwise approved by the CITY, and subject to Article 9 of this Agreement, if any building or improvement rehabilitated/constructed on the Property is damaged or destroyed by an insurable cause, the DEVELOPER shall, at its cost and expense, diligently undertake to repair or restore said buildings and improvements consistent with the original Plans and Specifications of the Project. Such work or repair shall occur within ninety (90) days after the insurance proceeds are made available to the DEVELOPER and shall be completed within two (2) years thereafter. All insurance proceeds collected for such damage or destruction shall be applied to the cost of such repairs or restoration and, if such insurance proceeds shall be insufficient for such purpose, the DEVELOPER shall use its best efforts to make up the deficiency. 7.5 Fees, Taxes and Other Levies. The DEVELOPER shall be responsible for payment of all fees, assessments, taxes, charges, and levies imposed by any public authority or utility company with respect to the Property or the Project and shall pay such charges prior to delinquency. However, the DEVELOPER shall not be required to pay and discharge any such charge so long as: (a) the legality thereof is being contested diligently and in good faith and by appropriate proceedings, and (b) if requested by the CITY, the DEVELOPER deposits with the CITY any funds or other forms of assurances that the CITY, in good faith, may determine from time to time are appropriate to protect the CITY from the consequences of the contest being unsuccessful. The DEVELOPER shall have the right to apply for and obtain an abatement and/or exemption of the Project from real property taxes in accordance with all applicable rules and regulations, including Section 214(g) of the California Revenue and Taxation Code. 7.6 Financing. The DEVELOPER shall promptly inform the CITY of any new financing or funding not included in the budget for the Project, and the DEVELOPER shall provide the CITY with copies of all agreements with all funding sources for the Project. The DEVELOPER shall require each agreement with all funding sources not included in the Budget to contain a provision whereby the party(ies) to the agreement other than the DEVELOPER, if permitted by the party(ies) applicable rules and regulations, agree to notify the CITY immediately of any event of default by the DEVELOPER thereunder. Should the DEVELOPER not comply with all the obligations of this section, the Loan shall become immediately due and payable as provided for in this Agreement. This Section shall survive expiration or termination of this Agreement. 7.7 Identification Signage. Before the start of rehabilitation, the DEVELOPER shall place a poster or sign, with a minimum four feet by four feet in size, identifying the City of Fresno Planning and Development Department, Community Development Division as a Project participant. The sign shall also include the CITY’s Housing logo, as well as the Equal Housing Opportunity logo, as mandated by HUD. The font size shall be a minimum of 4 inches. The poster/sign shall be appropriately placed and shall remain in place throughout the rehabilitation Project. Page 21 of 37 HOME-ARP CLN9/18/23 7.8 Inspections. The DEVELOPER shall permit, facilitate, and require its contractors and consultants to permit and facilitate observation and inspection at the Project site by the CITY and other public authorities during reasonable business hours, for the purpose of determining compliance with this Agreement, including without limitation those annual on-site Property inspections required of the CITY by 24 CFR 92.504(d). 7.9 Utilities. The DEVELOPER shall be responsible, at its sole cost and expense, to determine the location of any utilities on the Property and to negotiate with the utility companies for, and to relocate the utilities, if any, as necessary to complete the Project. 7.10 Insurance and Bonds. The DEVELOPER shall submit for CITY approval bonds, certificates and applicable endorsements for all insurance and bonds required by this Agreement in accordance with Article 9. 7.11 Mechanic’s Liens and Stop Notices. If any claim of lien is filed against the Property or a stop notice affecting any financing, HOME-ARP Funding or funding sources for the Project is served on the CITY or any other third party in connection with the Project, the DEVELOPER shall, within twenty (20) days of such filing or service, either pay and fully discharge the lien or stop notice, effect the release of such lien or stop notice by delivering to the CITY a surety bond in sufficient form and amount, or provide the CITY with other assurance satisfactory to the CITY that the claim of lien or stop notice will be paid or discharged. A. If the DEVELOPER fails to discharge, bond, or otherwise satisfy the CITY with respect to any lien, encumbrance, charge, or claim referred to in Section 7.11 above, then, in addition to any other right or remedy, the CITY may, but shall not be obligated to, discharge such lien, encumbrance, charge, or claim at the DEVELOPER’s expense. Alternatively, the CITY may require the DEVELOPER to immediately deposit with the CITY the amount necessary to satisfy such lien or claim and any costs, pending resolution thereof. The CITY may use such deposit to satisfy any claim or lien that is adversely determined against the DEVELOPER. The DEVELOPER hereby agrees to indemnify and hold the CITY harmless from liability for such liens, encumbrances, charges or claims together with all related costs and expenses. 7.12 Permits and Licenses. The DEVELOPER shall submit, for CITY approval, all the necessary permits and licenses required for the Commencement of Rehabilitation. As the CITY may reasonably request, the DEVELOPER, at its sole cost and expense, shall provide to the CITY copies of any and all permit approvals and authorizations including plot plan, plat, zoning variances, sewer, building, grading, demolition, and other permits required by governmental authorities other than the CITY in pursuit of the Project, and for its stated purposes in accordance with all applicable building, environmental, ecological, landmark, subdivision, zoning codes, laws, and regulations. 7.13 Plans and Specifications. The DEVELOPER has submitted to the CITY preliminary plans and specifications for the Project under ______________ (Project Preliminary Plans). A. The HOME-ARP Agreement shall contain by reference the design and site plan of the Project; such design must be approved by the CITY Council with the HOME-ARP Agreement. Page 22 of 37 HOME-ARP CLN9/18/23 B. Before Commencement of Rehabilitation, the DEVELOPER shall submit to the CITY, for its review and approval, the final Plans and Specifications for the Project. The DEVELOPER will rehabilitate the Project in full conformance with the Plans and Specifications and modifications thereto approved by the CITY. The DEVELOPER shall obtain the CITY’s prior written approval for any modifications to the Plans and Specifications. 7.14 Project Responsibilities/Public Work-Prevailing Wage Requirements. The DEVELOPER shall be solely responsible for all aspects of the DEVELOPER’s conduct in connection with the Project, including but not limited to, compliance with all local, State, and federal laws including without limitation, as to prevailing wage and public bidding requirements. The Council of the City of Fresno has adopted Resolution No. 82-297 ascertaining the general prevailing rate of per diem wages and per diem wages for holidays and overtime in the Fresno area for each craft, classification or type of workman needed in the execution of contracts for the CITY. A copy of the resolution is on file at the Office of the City Clerk, City Hall, second floor. Actual wage schedules are available upon request at the City’s Construction Management Office, 1721 Van Ness Avenue. Without limiting the foregoing, the DEVELOPER shall be solely responsible for the quality and suitability of the work completed and the supervision of all contracted work, qualifications, and financial conditions of and performance of all contracts, subcontractors, consultants, and suppliers. Any review or inspection undertaken by the CITY with reference to the Project and/or payroll monitoring/auditing is solely for the purpose of determining whether the DEVELOPER is properly discharging its obligation to the CITY and shall not be relied upon by the DEVELOPER or by any third parties as a warranty or representation by the CITY as to governmental compliance and/or the quality of work completed for the Project. 7.15 Property Condition. The DEVELOPER shall maintain the Project and all improvements on site in a reasonably good condition and repair (and, as to landscaping, in a healthy condition), all according to the basic design and related plans, as amended from time to time. The DEVELOPER and those taking direction under the DEVELOPER shall: (i) maintain all on-site improvements according to all other applicable law, rules, governmental agencies and bodies having or claiming jurisdiction and all their respective departments, bureaus, and officials; (ii) keep the improvements free from graffiti; (iii) keep the Project Property free from any accumulation of debris or waste material; (iv) promptly make repairs and replacements to on-site improvements; (iv) promptly replace any dead, or diseased plants and/or landscaping (if any) with comparable materials, and (v) enforce tenant lease terms. 7.16 Quality of Work. The DEVELOPER shall ensure that rehabilitation of the Project employs building materials of a quality suitable for the requirements of the Project. The DEVELOPER shall cause completion of the rehabilitation of the Project on the Property in full conformance with applicable local, State, and federal laws, statutes, regulations, and building and safety codes. 7.17 Relocation. If and to the extent that the rehabilitation of the proposed Project results in the permanent or temporary displacement of residential tenants, the DEVELOPER shall comply with all applicable local, State, and federal statutes and regulations with respect to relocation planning, advisory assistance, and payment of monetary benefits. The DEVELOPER shall be solely responsible for payment of any relocation benefits to any displaced persons and any other obligations associated with complying with said relocation Page 23 of 37 HOME-ARP CLN9/18/23 laws. 7.18 Reporting Requirements. The DEVELOPER shall submit to the CITY the following Project reports: A. From the date of execution of this Agreement, until issuance of the final Certificate of Completion, the DEVELOPER shall submit a Quarterly Report, in a form approved by the CITY, which will include, at a minimum, the following information: progress of the Project and affirmative marketing efforts. The Quarterly Reports are due fifteen (15) days after each March 31st, June 30th, September 30th, and December 31st, during said period. B. Annually, beginning on the first day of the month following the CITY’s issuance of the Certificate of Completion, and continuing until the termination of the Agreement, the DEVELOPER shall submit an Annual Rent Roll Report to the CITY, in a form approved by the CITY. The Annual Report shall include, at a minimum, the following information: occupancy of each Project Unit including the annual income and the household size, the date occupancy commenced, certification from an officer of the DEVELOPER that the Project is in compliance with the Affordability requirements, and such other information the CITY may be required by law to obtain. The DEVELOPER shall provide any additional information reasonably requested by the CITY upon request and at the annual monitoring of the Property. C. Annually, beginning on the first day of the month following the CITY’s issuance of the final Certificate of Completion, evidencing the rehabilitation of the Project, and continuing until the expiration of the Agreement, the DEVELOPER shall submit proof of property and liability insurance, as required in Article 9, listing the CITY as loss payee. 7.19 Scheduling and Extension of Time; Unavoidable Delay in Performance. It shall be the responsibility of the DEVELOPER to coordinate and schedule the work to be performed so that the Commencement of the Rehabilitation and issuance of the Notice of Completion will take place in accordance with the provisions of the Agreement and Project Schedule. The time for performance contained in the Project Schedule shall be automatically extended upon the following: A. The time for performance of provisions of the Agreement by either party shall be extended for a period equal to the period of any delay directly affecting the Project or this Agreement which is caused by: war, insurrection, strike or other labor disputes, lock-outs, riots, floods, earthquakes, fires, casualties, acts of God, acts of a public enemy, epidemics, quarantine restrictions, freight embargoes, lack of transportation, suits filed by third parties concerning or arising out of this Agreement, or unseasonable weather conditions (“force majeure”). An extension of time for any of the above specified causes will be granted only if written notice by the party claiming such extension is sent to the other party within ten (10) calendar days from the date the affected party learns of the commencement of the cause and the resulting delay, and such extension of time is accepted by the other party in writing. In any event, the Project must be completed no later than one hundred eighty (180) calendar days after the scheduled completion date specified in this Agreement, notwithstanding any delay caused by that included in this Section. B. Any and all extensions hereunder shall be by mutual written agreement Page 24 of 37 HOME-ARP CLN9/18/23 of the CITY Community Development Division Manager and the DEVELOPER, which shall not cumulatively exceed one hundred eighty (180) days without City Council approval. 7.20 Certificate of Completion. Upon completion of the rehabilitation of the Project, the DEVELOPER shall submit to the CITY: 1) certification in writing that the Project has been substantially rehabilitated in accordance with the plans and specifications, approved by the CITY; 2) a recorded Notice of Completion; 3) a cost-certifying final budget identifying the actual costs in line-item format consistent with the Project Budget; and 4) a request for a recorded Certification of Completion. Upon a determination by the CITY that the DEVELOPER is in compliance with all of the DEVELOPER’s rehabilitation obligations, as specified in this Agreement, the CITY shall furnish, within thirty (30) calendar days of a written request by the DEVELOPER, a recordable Certificate of Completion for the Project in the form attached hereto as EXHIBIT “E”. The CITY will not unreasonably withhold or delay furnishing the Certificate of Completion. If the CITY fails to provide the Certificate of Completion within the specified time, it shall provide the DEVELOPER a written statement indicating in what respects the DEVELOPER has failed to complete the Project in conformance with this Agreement or has otherwise failed to comply with the terms of this Agreement, and what measures the DEVELOPER will need to take or what standards it will need to meet in order to obtain the Certificate of Completion. Upon the DEVELOPER taking the specified measures and meeting the specified standards, the DEVELOPER will certify to the CITY in writing of such compliance and the CITY shall deliver the recordable Certificate of Completion to the DEVELOPER in accordance with the provisions of this Section. ARTICLE 8. OPERATIONS OF THE PROJECT 8.1 Operation of the Project. The DEVELOPER or its contracted property management company shall lease, operate, and manage the Project in full conformity with the terms of this Agreement. 8.2 HOME-ARP Occupancy Requirements. Fifty-Eight (58) of the HOME-ARP Units shall be rented and occupied by Qualifying Populations as identified in the HUD Notice CPD-21-10, issued September 13, 2021. HOME-ARP units must be occupied by eligible Qualifying Populations within six months following project completion. 8.3 Leasing the HOME-APR Units. Before leasing any HOME-ARP Assisted Units, the DEVELOPER or authorized property management shall submit its proposed form of lease agreement for the CITY’s review and approval. The DEVELOPER or its authorized property management covenants and agrees to utilize only leases that have been approved in advance by the CITY. The CITY shall respond to the DEVELOPER’s submission of a sample lease agreement within thirty (30) days. Should the CITY not respond within thirty (30) days of the lease agreement submittal, the DEVELOPER shall be authorized to use the submitted sample lease agreement. Additionally, the DEVELOPER shall require that any authorized property management shall not terminate the tenancy or to refuse to renew or lease with a tenant of the Units assisted with HOME-ARP Funds except for serious or repeated violations of the terms and conditions of the lease agreement, for violation of applicable federal, State, or local law, or for other good cause. Any such termination or refusal to renew must be preceded by not less than thirty (30) days’ written notice served by the DEVELOPER or its authorized management entity upon the tenant specifying the grounds for such action. The DEVELOPER agrees it shall require its authorized property management to annually report to the CITY the number of leases that were not renewed or Page 25 of 37 HOME-ARP CLN9/18/23 terminated and the reason for such non-renewal or termination. 8.4 Lease of HOME-ARP Units Provisions. In addition to the requirements of 24 CFR 92.253 and the VAWA lease addendum required in accordance with 24 CRF 92.359(e), the leases are subject to the following: A. The DEVELOPER shall include in its Leases for the HOME-ARP Units, provisions which authorize the DEVELOPER or its contracted property management company to immediately terminate the tenancy of any Household of which one or more of its members misrepresented any fact material to the Household’s qualification as a Qualifying Population. Each such lease agreement shall also provide that the Household is subject to annual certification, and that, if the Household’s annual income increases above the applicable limits, such Household’s rent may be subject to increase to the lesser of: 1) the amount payable by tenant under State or local law; or 2) thirty percent (30%) of the Household’s actual adjusted monthly income, except that, consonant with the Act. B. The tenant lease agreements for HOME-ARP units may not contain the following provisions: • Agreement to be sued – Agreement by the tenant to be sued, to admit guilt, or to a judgment in favor of the owner in a lawsuit brought in connection with the lease; • Treatment of property – Agreement by the tenant that the owner may take, hold, or sell personal property of a household member without notice to the tenant and a court decision on the rights of the parties. This prohibition, however, does not apply to an agreement by the tenant concerning disposition of personal property remaining in the unit after the tenant has moved out of the unit. The owner may dispose of this property in accordance with State law; • Excusing owner of responsibility – Agreement by the tenant not to hold the owner or the owner’s agent legally responsible for any action or failure to act, whether intentional or negligent; • Waiver of notice – Agreement of the tenant that the owner may institute a lawsuit without notice to the tenant; • Waiver of legal proceedings – Agreement by the tenant that the owner may evict the tenant or household members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties; • Waiver of a jury trial – Agreement by the tenant to waive any right to a trial by jury; • Waiver of right to appeal court decision – Agreement by the tenant to waive the tenant’s right to appeal, or to otherwise challenge in court, a court decision in connection with the lease; and • Tenant chargeable with cost of legal actions regardless of outcome – Agreement by the tenant to pay attorney’s fees or other legal costs even if Page 26 of 37 HOME-ARP CLN9/18/23 the tenant wins in a court proceeding by the owner against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. C. The tenant lease agreements may not be terminated or refused to renew except for serious or repeated violation of the terms and conditions of the lease; for violation of applicable Federal, State, or local laws; or for other good cause. An increase in the tenant’s income does not constitute good cause. Termination of the lease requires a 30-day written notice of refusal to renew or termination of tenancy, specifying the grounds for the action. 8.5 Property Management Plan. Before leasing and at least sixty (60) calendar days prior to the rehabilitation Completion Date, the DEVELOPER shall submit to the CITY, for review and approval, a plan for marketing and managing the Project Units (Property Management Plan). The Property Management Plan shall address in detail how the DEVELOPER or its contracted property management company plans to market the availability of the Project Units to prospective tenants and how the DEVELOPER or contracted property management company plans to certify the eligibility of potential tenants. The Property Management Plan shall also address how the DEVELOPER and/or the contracted property management company plans to manage and maintain the HOME-ARP Units in accordance with HUD regulations at Section 92.251 Property Standards and shall include appropriate financial information and documentation. The Property Management Plan shall contain detailed descriptions of policies and procedures with respect to tenant selections and evictions. Topics to be covered in these procedures shall include at a minimum the following: • Qualifying Population determination • Interviewing procedures for prospective tenants; • Criminal background checks; • Deposit amounts, purpose, use and refund policy; • Income verification; • Occupancy restrictions; • Income restrictions; • Equal Housing Opportunity Statement; • Restrictions on use of the premises; and • Tenant/Landlord dispute resolution procedures. The Property Management Plan shall contain copies of all standardized forms associated with the above-listed topics. The Property Management Plan shall include a form lease agreement that the DEVELOPER proposes to enter into with the Qualifying Population Household. The DEVELOPER and/or contracted property management shall abide by the terms of this Property Management Plan, approved by the CITY, in marketing, managing, and maintaining the HOME-ARP Units. At least ninety (90) calendar days prior to the Project Completion Date, the DEVELOPER shall submit any proposed property management contracts to the CITY for prior review. The CITY shall have the right to review any proposed amendments, other than renewals to the property management contract, and any new management contracts during the term of this Agreement. Such management contract(s) shall contain a provision expressing this right. Page 27 of 37 HOME-ARP CLN9/18/23 8.6 Property Management. The DEVELOPER shall comply with the following: A. Management Responsibilities. The DEVELOPER directly and/or through its designated property management company, is specifically responsible for all management functions with respect to the Project and Property including, without limitation, the selection of tenants, certification and re-certification of Household size and income, evictions, collection of Rents and deposits, construction management, affirmative marketing, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items and security. The CITY shall have no responsibility for such property management of the Project. 8.7 Maintenance and Security. The DEVELOPER shall (i) at its own expense maintain the Project in good condition, in good repair and in decent, safe, sanitary, habitable, and tenantable living conditions for the benefit of the HOME-ARP Unit occupants. The DEVELOPER shall not commit or permit any waste on, or to, the Project and shall prevent and/or rectify any physical deterioration of the Project. The DEVELOPER shall maintain the Project Units in conformance with all applicable federal, State, and local laws, ordinances, codes and regulations, the Property Management Plan, and this Agreement. 8.8 Nondiscrimination. Fifty-Eight (58) of the HOME-ARP Units shall be available for occupancy on a continuous basis to Qualifying Population Households who are income eligible. The DEVELOPER shall not illegally discriminate or segregate in the rehabilitated complex, the use, enjoyment, occupancy or conveyance of any part of the Project or Property on the basis of race, color, ancestry, national origin, religion, sex, marital status, family status, source of income/rental assistance subsidy, physical or mental disability, Acquired Immune Deficiency Syndrome (AIDS) or AIDS-related conditions (ARC), sexual orientation, or any other arbitrary basis. The DEVELOPER shall otherwise comply with all applicable local, State, and federal laws concerning nondiscrimination in housing. Neither the DEVELOPER nor any person claiming under or through the DEVELOPER, shall establish or permit any such practice or practices of illegal discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants or vendees of any HOME-ARP Unit or in connection with employment of persons for the construction of any Project Unit. All deeds or contracts made or entered into by the DEVELOPER as to the Project Units or portion thereof shall contain covenants concerning nondiscrimination consistent with this section. The DEVELOPER shall include a statement in all advertisements, notices, and signs for availability of Units for rent to the effect that the DEVELOPER is an Equal Housing Opportunity Provider. A. Nothing in this section is intended to require the DEVELOPER to change the character, design, use or operation of the Project; or to require the DEVELOPER to obtain licenses or permits other than those required for the Project. 8.9 Rent Schedule and Utility Allowances. The DEVELOPER covenants and agrees not to charge rent to tenants for HOME-ARP Units in an amount which exceeds those rents prescribed to the Project as they associate with the Qualifying Population income and rent limitations levels as established by HUD in Notice CPD-21-10, issued on September 13, 2021, consistent with the HOME-ARP requirements applicable to the HOME-ARP Units in the Fresno, California area, as established by HUD, and further covenants not to impose a monthly allowance for utility services to Qualifying Population tenants of such HOME-ARP Units in excess of an amount approved by HUD in accordance with CPD Notice-21-10, issued on September 13, 2021. The DEVELOPER agrees to furnish the CITY with a Page 28 of 37 HOME-ARP CLN9/18/23 certificate setting forth the maximum monthly rentals for the HOME-ARP Units and the monthly allowances for utilities and services to be charged during any annual period until the expiration of the Affordability Period. The DEVELOPER shall reexamine the income of each tenant Household living in the HOME-ARP Units as outlined in HUD Notice CPD-21-10, issued on September 13, 2021. 8.10 Rental Housing Fees. The DEVELOPER covenants and agrees not to charge fees that are not customarily charged in rental housing such as laundry room access fees, and other fees in accordance with 24 CFR 92.504(c)(3)(xi). ARTICLE 9. INSURANCE AND INDEMNITY AND BONDS Without waiver of limitation, the parties agree as follows regarding the DEVELOPER’S Insurance and Indemnity Obligations: 9.1 Insurance Requirements. (a) Throughout the life of this Agreement, DEVELOPER 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 CITY'S Risk Manager or his/her designee at any time and in his/her sole discretion. The required policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, DEVELOPER 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 until notice is received by CITY 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 CITY. Any failure to maintain the required insurance shall be sufficient cause for CITY to terminate this Agreement. No action taken by CITY pursuant to this section shall in any way relieve DEVELOPER of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by CITY that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtained by DEVELOPER shall not be deemed to release or diminish the liability of DEVELOPER, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify CITY 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 DEVELOPER. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of DEVELOPER, vendors, suppliers, invitees, contractors, sub-contractors, subcontractors, or anyone employed directly or indirectly by any of them. Coverage shall be at least as broad as: Page 29 of 37 HOME-ARP CLN9/18/23 (i) COMMERCIAL GENERAL LIABILITY insurance which shall be at least as broad as the most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01 and include insurance 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 of not less than the following: $2,000,000 per occurrence for bodily injury and property damage $2,000,000 per occurrence for personal and advertising injury $4,000,000 aggregate for products and completed operations $4,000,000 general aggregate applying separately to work performed under the Agreement (ii) COMMERCIAL AUTOMOBILE LIABILITY insurance which shall be at least as broad as the most current version of Insurance Service Office (ISO) Business Auto Coverage Form CA 00 01, and include coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1-Any Auto) with limits of liability of not less than $1,000,000 per accident for bodily injury and property damage. (iii) WORKERS’ COMPENSATION insurance as required under the California Labor Code. (iv) EMPLOYEE LIABILITY insurance with limits of liability of not less than $1,000,000 each accident, $1,000,000 disease policy limit and $1,000,000 diseased each employee. (v) BUILDERS RISK (Course of Construction) insurance, obtained by the DEVELOPER or subcontractor in an amount equal to the completion value of the Project with no coinsurance penalty provisions. (Only required if the project includes new construction of a building; or renovation of, or addition to, an existing building.) (vi) CONTRACTOR POLLUTION with coverage for bodily injury, property damage or pollution clean-up costs that could result from pollution condition, both sudden and gradual. Including a discharge of pollutants brought to the work site, a release of pre-existing pollutants at the site, or other pollution conditions with limits of liability of not less than the following: $1,000,000 per occurrence $2,000,000 general aggregate per annual policy period In the event the work involves any lead-based, mold or asbestos environmental hazard, either the Automobile Liability insurance policy or the Pollution Liability insurance policy shall be endorsed to include Transportation Pollution Liability insurance covering materials to be transported by the DEVELOPER pursuant to the SLFRF Agreement. In the event the work involves any lead-based environmental hazard (e.g., lead- based paint), the DEVELOPER’s Pollution Liability insurance policy shall be endorsed to include coverage for lead based environmental hazards. In the event the DEVELOPER involves any asbestos environmental hazard (e.g., asbestos remediation), the DEVELOPER’s Pollution Liability insurance policy shall be endorsed to include coverage for asbestos environmental hazards. In the event the SLFRF Agreement involves any mold environmental hazard (e.g., mold remediation), the Pollution Liability insurance policy shall be endorsed to include coverage for mold environmental hazards and “microbial matter including mold” within the definition of Page 30 of 37 HOME-ARP CLN9/18/23 “Pollution” under the policy. UMBRELLA OR EXCESS INSURANCE In the event DEVELOPER 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 CITY, its officers, officials, employees, agents and volunteers. DEDUCTIBLES AND SELF-INSURED RETENTIONS DEVELOPER shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and DEVELOPER shall also be responsible for payment of any self-insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS All policies of insurance required hereunder 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 day written notice has been given to the CITY. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, the DEVELOPER shall furnish the CITY 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 the CITY, the DEVELOPER 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. The General Liability, Pollution and Automobile Liability insurance policies shall be written on an occurrence form. The General Liability, Automobile Liability and Pollution Liability insurance policies shall name the CITY, its officers, officials, agents, employees, and volunteers as an additional insured for ongoing and completed operations. All such policies of insurance shall be endorsed so the DEVELOPER’s insurance shall be primary and no contribution shall be required of the CITY. The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, officials, employees, agents, and volunteers. If the DEVELOPER maintains higher limits of liability than the minimums shown above, the CITY requires and shall be entitled to coverage for the higher limits of liability maintained by the DEVELOPER. The Builders Risk (Course of Construction) insurance policy shall be endorsed to name the CITY as loss payee. All insurance policies required including the Workers’ Compensation insurance policy shall contain a waiver of subrogation as to the City, its officers, officials, agents, employees, and volunteers. The DEVELOPER shall furnish the CITY with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the CITY’s Risk Manager or his/her designee before work commences. Upon request of the CITY, the DEVELOPER shall immediately furnish the Page 31 of 37 HOME-ARP CLN9/18/23 CITY with a complete copy of any 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. In the event of a partial or total destruction by the perils insured against of any or all of the work and/or materials herein provided for at any time prior to the final completion of the Agreement and the final acceptance by the CITY of the work or materials to be performed or supplied thereunder, the DEVELOPER shall promptly reconstruct, repair, replace, or restore all work or materials so destroyed or injured at his/her sole cost and expense. Nothing herein provided for shall in any way excuse the DEVELOPER or his/her insurance company from the obligation of furnishing all the required materials and completing the work in full compliance with the terms of this Agreement. SUBCONTRACTORS If DEVELOPER subcontracts any or all of the services to be performed under this Agreement, DEVELOPER shall require, at the discretion of the CITY Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the CITY to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by CITY Risk Manager or designee. If no Side Agreement is required, DEVELOPER 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. 9.2 Indemnification. To the furthest extent allowed by law, including California Civil Code section 2782, DEVELOPER shall indemnify, defend and hold harmless CITY and each of its officers, officials, employees, agents, and volunteers from any and all claims, demands, actions in law or equity, loss, liability, fines, penalties, forfeitures, interest, costs including legal fees, and damages (whether in contract, tort, or strict liability, including but not limited to personal injury, death at any time, property damage, or loss of any type) arising or alleged to have arisen directly or indirectly out of (1) any voluntary or involuntary act or omission, (2) error, omission or negligence, or (3) the performance or non-performance of this Contract . DEVELOPER'S obligations as set forth in this section 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 the willful misconduct, of CITY or any of its officers, officials, employees, agents or volunteers. To the fullest extent allowed by law, and in addition to the express duty to indemnify, DEVELOPER, whenever there is any causal connection between the DEVELOPER’s performance or non-performance of the work or services required under this Contract and any claim or loss, injury or damage of any type, DEVELOPER expressly agrees to undertake a duty to defend CITY and any of its officers, officials, employees, agents, or volunteers, as a separate duty, independent of and broader that the duty to indemnify. The duty to defend as herein agreed to by DEVELOPER expressly includes all costs of litigation, attorney’s fees, settlement costs and expenses in connection with claims or litigation, whether or not the claims are valid, false or groundless, as long as the claims could be in any manner be causally connected to DEVELOPER as reasonably determined by CITY. Upon the tender by CITY to DEVELOPER, DEVELOPER shall be bound and obligated to assume the defense of CITY and any of its officers, officials, employees, agents, or Page 32 of 37 HOME-ARP CLN9/18/23 volunteers, including the a duty to settle and otherwise pursue settlement negotiations, and shall pay, liquidate, discharge and satisfy any and all settlements, judgments, awards, or expenses resulting from or arising out of the claims without reimbursement from CITY or any of its officers, officials, employees, agents, or volunteers. It is further understood and agreed by DEVELOPER that if CITY tenders a defense of a claim on behalf of CITY or any of its officers, officials, employees, agents, or volunteers and DEVELOPER fails, refuses or neglects to assume the defense thereof, CITY and its officers, officials, employees, agents, or volunteers may agree to compromise and settle or defend any such claim or action and DEVELOPER shall be bound and obligated to reimburse CITY and its officers, officials, employees, agents, or volunteers for the amounts expended by each in defending or settling such claim, or in the amount required to pay any judgment rendered therein. The defense and indemnity obligations set forth above shall be direct obligations and shall be separate from and shall not be limited in any manner by any insurance procured in accordance with the insurance requirements set forth in this Contract. In addition, such obligations remain in force regardless of whether CITY provided approval for, or did not review or object to, any insurance DEVELOPER may have procured in accordance with the insurance requirements set forth in this Contract. The defense and indemnity obligations shall arise at such time that any claim is made, or loss, injury or damage of any type has been incurred by CITY, and the entry of judgment, arbitration, or litigation of any claim shall not be a condition precedent to these obligations. The defense and indemnity obligations set forth in this section shall survive termination or expiration of this Contract. If DEVELOPER should subcontract all or any portion of the work to be performed under this Contract, DEVELOPER 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 as set forth above. 9.3 Property Insurance. The DEVELOPER shall maintain in full force and effect, throughout the remaining life of this Agreement, a policy or policies of property insurance acceptable to the CITY, covering the Project premises, with limits reflective of the value of the Project premises upon issuance of the Certificate of Completion or substantial completion of the project referenced in this agreement, including fire and Extended Comprehensive Exposure (ECE) coverage in an amount, form, substance, and quality as acceptable to the CITY’s Risk Manager. The CITY shall be added by endorsement as a loss payee thereon. 9.4 Bond Obligations. The DEVELOPER or its General Contractor shall obtain, pay for and deliver good and sufficient payment and performance bonds along with a Primary Obligee, Co-Obligee, or Multiple Obligee Rider in a form acceptable to the CITY from a corporate surety, admitted by the California Insurance Commissioner to do business in the State of California and Treasury-listed, in a form satisfactory to the CITY and naming the CITY as Obligee. A. The “Faithful Performance Bond” shall be at least equal to one hundred percent (100%) of the DEVELOPER’s estimated construction costs as reflected in the DEVELOPER’s pro forma budget, attached hereto as EXHIBIT “C”, to the guarantee faithful performance of the Project, within the time prescribed, in a manner satisfactory to the CITY, consistent with this Agreement, and that all material and workmanship Page 33 of 37 HOME-ARP CLN9/18/23 will be free from original or developed defects. B. The “Payment Bond” shall be at least equal to one hundred percent (100%) of construction costs approved by the CITY to satisfy claims of material supplies and of mechanics and laborers employed for this Project. The bond shall be maintained by the DEVELOPER in full force and effect until the Project is completed and until all claims for materials and labor are paid and as required by the applicable provisions of Chapter 7, Title 15, Part 4, Division 3 of the California Civil Code. C. The “Material and Labor Bond” shall be at least equal to one hundred percent (100%) of the DEVELOPER’s estimated construction costs as reflected in the DEVELOPER’s pro forma budget, attached hereto as EXHIBIT “C”, to satisfy claims of material supplies and of mechanics and laborers employed for this Project. The bond shall be maintained by the DEVELOPER in full force and effect until the Project is completed, and until all claims for materials and labor are paid, released, or time barred, and shall otherwise comply with any applicable provision of the California Code. ARTICLE 10. DEFAULT AND REMEDIES 10.1 Events of Default. The parties agree that each of the following shall constitute an "Event of Default" by the DEVELOPER for purposes of this Agreement after the cure period in Section 10.2 has expired without a cure: A. The DEVELOPER’s use of HOME-ARP Funds for costs other than Eligible Costs or for uses not permitted by the terms of this Agreement; except that there shall be no Event of Default if the DEVELOPER’s use of the HOME-ARP Funds were for costs that were Eligible Costs at the time they were incurred but subsequently lose eligibility; B. The DEVELOPER’s Failure to obtain and maintain the insurance coverage required under this Agreement; C. Except as otherwise provided in this Agreement, the failure of the DEVELOPER to punctually and properly perform any other covenant or agreement contained in this Agreement including without limitation the following: (1) the DEVELOPER’s material deviation in the Project work specified in the Project Description as identified in this Agreement, without the CITY’s prior written consent; (2) the DEVELOPER’s use of defective or unauthorized materials or defective workmanship in pursuit of the Project; (3) the DEVELOPER’s failure to commence or complete the Project, as specified in this Agreement, unless delay is permitted under Section 7.19 of this Agreement; (4) cessation of the Project for a period of more than fifteen (15) consecutive days (other than as provided at Section 7.19 of this Agreement) prior to submitting to the CITY certification that the Project is complete; (5) any material adverse change in the condition of the DEVELOPER or its development team, or the Project that gives the CITY reasonable cause to believe that the Project cannot be completed by the scheduled completion date according to the terms of this Agreement; (6) the DEVELOPER’s failure to remedy any deficiencies in record keeping or failure to provide records to the CITY upon the CITY’s request; or (7) the DEVELOPER’s failure to comply with any federal, State or local laws or applicable CITY restrictions governing the Project, including but not limited to Page 34 of 37 HOME-ARP CLN9/18/23 provisions of this Agreement pertaining to equal employment opportunity, nondiscrimination and lead-based paint; D. Any representation, warranty, or certificate given or furnished by or on behalf of the DEVELOPER shall prove to be materially false as of the date of which the representation, warranty, or certification was given, or that the DEVELOPER concealed or failed to disclose a material fact to the CITY, provided, however, that if any representation, warranty, or certification that proves to be materially false is due merely to the DEVELOPER’s inadvertence, the DEVELOPER shall have a thirty (30) day opportunity after written notice thereof to cause such representation, warranty, or certification to be true and complete in every respect; E. The DEVELOPER shall file, or have filed against it, a petition of bankruptcy, insolvency, or similar law, State or federal, or shall file any petition or answer seeking, consenting to, or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief, and such petition shall not have been vacated within ninety (90) days; or shall be adjudicated bankrupt or insolvent, under any present or future statute, law, regulation, under State or federal law, and such judgment or decree is not vacated or set aside within ninety (90) days; F. The DEVELOPER’s failure, inability or admission in writing of its inability to pay its debts as they become due or the DEVELOPER assignment for the benefit of creditors; G. A receiver, trustee, or liquidator shall be appointed for the DEVELOPER or any substantial part of the DEVELOPER’s assets or properties, and not be removed within ten (10) days; H. The DEVELOPER’s breach of any other material condition, covenant, warranty, promise or representation contained in this Agreement not otherwise identified within this Section. I. Any substantial or continuous breach by the DEVELOPER of any material obligation owned by the DEVELOPER imposed by any other agreement with respect to the financing, of the Project, whether or not the CITY is a party to such agreement after expiration of all notice and cure periods contained within such document. 10.2 Notice of Default and Opportunity to Cure. The CITY shall give written notice to the DEVELOPER of any Event of Default by specifying: (1) the nature of the event or deficiency giving rise to the default; (2) the action required to cure the deficiency, if any action to cure is possible, and (3) a date, which shall not be less than the lesser of any time period provided in this Agreement, any time period provided for in the notice no less than ten (10) days, or thirty (30) calendar days from the date of the notice, by which such deficiency must be cured, provided that if the specified deficiency or default cannot reasonably be cured within the specified time, with the CITY’s written consent, the DEVELOPER shall have an additional reasonable period to cure so long as it commences cure within the specified time and thereafter diligently pursues the cure in good faith. The CITY acknowledges and agrees that the DEVELOPER shall have the right to cure any defaults hereunder and that notice and cure rights hereunder shall extend to any and all partners of the DEVELOPER that are previously identified in writing delivered to the CITY in the manner provided in this Agreement. Page 35 of 37 HOME-ARP CLN9/18/23 10.3 Remedies Upon an Event of Default. Upon the happening of an Event of Default and a failure to cure said Event of Default within the time specified, the CITY’s obligation to disburse HOME-ARP Funds shall terminate. The CITY may also at its option and without notice institute any action, suit, or other proceeding in law, in equity or otherwise, which it shall deem necessary or proper for the protection of its interests and may without limitation proceed with any or all of the following remedies in any order or combination that the CITY may choose in its sole discretion: A. Terminate this Agreement immediately upon written notice; B. Bring an action in equitable relief: (1) seeking specific performance of the terms and conditions of this Agreement, and/or (2) enjoining, abating or preventing any violation of said terms and conditions, and/or (3) seeking declaratory relief; and C. Pursue any other remedy allowed by law or in equity or under this Agreement. ARTICLE 11. GENERAL PROVISIONS Without waiver of limitation, the DEVELOPER and the CITY agree that the following general provisions shall apply in the performance hereof: 11.1 Amendments. No modification or amendment of any provision of this Agreement shall be effective unless made in writing and signed by the DEVELOPER and the CITY hereto. The CITY recognizes that senior lenders and equity investors may request revisions to the Loan Documents to be consistent with their funding and investing requirements. Therefore, the CITY agrees to consider and negotiate as to any reasonable non-material changes to this Agreement to address such requests, subject to approval as to form by the City Attorney’s Office. 11.2 Attorney's Fees. If either party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing party will be entitled to recover from the other party its reasonable attorney's fees and legal expenses. 11.3 Binding on All Successors and Assigns. Unless otherwise expressly provided in this Agreement, all the terms and provisions of this Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective heirs, successors, assigns, and legal representatives. 11.4 Counterparts. This Agreement may be executed in counterparts, each of which when executed and delivered will be deemed an original, and all of which together will constitute one instrument. The execution of this Agreement by any party hereto will not become effective until counterparts hereof have been executed by all parties hereto. 11.5 Disclaimer of Relationship. Nothing contained in this Agreement, nor any act of the CITY or of the DEVELOPER, or of any other person, shall in and by itself be deemed or construed by any person to create any relationship of third-party beneficiary, or of principal and agent, of limited or general partnership, or of joint venture. 11.6 Discretionary Governmental Actions. Certain planning, land use, zoning and other permits and public actions required in connection with the Project including, without limitation, the approval of this Agreement, the environmental review and analysis under Page 36 of 37 HOME-ARP CLN9/18/23 NEPA or any other statute, and other transactions contemplated by this Agreement are discretionary government actions. Nothing in this Agreement obligates the CITY or any other governmental entity to grant final approval of any matter described herein. Such actions are legislative, quasi-judicial, or otherwise discretionary in nature. The CITY cannot take action with respect to such matters before completing the environmental assessment of the Project under NEPA and any other applicable statutes. The CITY cannot and does not commit in advance that it will give final approval to any matter. The CITY shall not be liable, in contract, law or equity, to the DEVELOPER or any of its executors, administrators, transferees, successors-in-interest or assigns for any failure of any governmental entity to grant approval on any matter subject to discretionary approval. 11.7 Effective Date. This Agreement shall be effective upon the date first above written, upon the CITY and the DEVELOPER’s complete execution following City Council approval and recordation of related documents. 11.8 Entire Agreement. This Agreement represents the entire and integrated agreement of the parties with respect to the subject matter hereof. This Agreement supersedes all prior negotiations, representations or agreements, either written or oral. 11.9 Exhibits. Each exhibit and attachment referenced in this Agreement is, by reference, incorporated into and made a part of this Agreement. 11.10 Expenses Incurred Upon Event of Default. The DEVELOPER shall reimburse the CITY for all reasonable expenses and costs of collection and enforcement, including reasonable attorney's fees, incurred by the CITY as a result of one or more Events of Default by the DEVELOPER under this Agreement. 11.11 Governing Law and Venue. Except to the extent preempted by applicable federal law, the laws of the State of California shall govern all aspects of this Agreement, including execution, interpretation, performance, and enforcement. Venue for filing any action to enforce or interpret this Agreement will be Fresno, California. 11.12 Headings. The headings of the articles, sections, and paragraphs used in this Agreement are for convenience only and shall not be read or construed to affect the meaning or construction of any provision. 11.13 Interpretation. This Agreement in its fully executed form is the result of the combined efforts of the DEVELOPER and the CITY. Any ambiguity will not be construed in favor or against either party, but rather by construing the terms in accordance with their generally accepted meaning. 11.14 Assignment or Succession. The DEVELOPER shall not sell, transfer, assign or otherwise dispose of all or a material part of any interest it might hold in the Property without the prior written consent of the CITY, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, upon prior written notice to the CITY, the DEVELOPER shall be permitted to assign its rights and obligation under this Agreement with respect to the Project without the CITY’s consent. 11.15 Third-Party Beneficiary. No contractor, subcontractor, mechanic, materialman, laborer, vendor, or other person hired or retained by the DEVELOPER shall be, nor shall any of them be deemed to be, third-party beneficiaries of this Agreement, but each such person shall be deemed to have agreed: (a) that they shall look to the DEVELOPER as their sole source of recovery if not paid, and (b) except as otherwise agreed to by the CITY and any Page 37 of 37 HOME-ARP CLN9/18/23 such person in writing, they may not enter any claim or bring any such action against the CITY under any circumstances. Except as provided by law, or as otherwise agreed to in writing between the CITY and such person, each such person shall be deemed to have waived in writing all right to seek redress from the CITY under any circumstances whatsoever. 11.16 No Waiver. Neither failure nor delay on the part of the CITY in exercising any right under this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise of any such right preclude any further exercise thereof or the exercise of any other right. No waiver of any provision of this Agreement or consent to any departure by the DEVELOPER therefrom shall be effective unless the same shall be in writing, signed on behalf of the CITY by a duly authorized officer thereof, and the same shall be effective only in the specific instance for which it is given. No notice to or demand on the DEVELOPER in any case shall entitle the DEVELOPER to any other or further notices or demands in similar or other circumstances or constitute a waiver of any of the CITY's right to take other or further action in any circumstances without notice or demand. 11.17 Nonreliance. The DEVELOPER hereby acknowledges having obtained such independent legal or other advice as it has deemed necessary and declares that in no manner has it relied on the CITY, its agents, employees, or attorneys in entering into this Agreement. 11.18 Notice. Any notice to be given to either party under the terms of this Agreement shall be given by certified United States mail, postage prepaid, return receipt requested, at the addresses specified below, or at such other addresses as may be specified in writing by the parties. If to the CITY: City of Fresno Planning and Development Department Community Development Division 2600 Fresno Street, Room 3065 Fresno, CA 93721-3605 If to DEVELOPER: Fresno Quality Homekey, LP Attn: Up Holdings California, LLC 7370 N. Lincoln Avenue, Suite A Lincolnwood, IL 60712 11.19 Precedence of Documents. In the event of any conflict between the body of this Agreement and any exhibit or attachment hereto, the terms and conditions of the body of this Agreement will control. 11.20 Recording of Documents. The DEVELOPER agrees to cooperate with the CITY and execute any documents required, promptly upon the CITY’s request, and to promptly effectuate the recordation of this Agreement, the Declaration of Restrictions, the Deed of Trust, and any other documents/instruments that the CITY requires to be recorded, in the Official Records of Fresno County, California, consistent with this Agreement. 11.21 Remedies Cumulative. All powers and remedies given by this Agreement shall be cumulative and in addition to those otherwise provided by law. Page 38 of 37 HOME-ARP CLN9/18/23 11.22 Severability. The invalidity, illegality, or un-enforceability of any one or more of the provisions of this Agreement shall not affect the validity, legality, or enforceability of the remaining provisions hereof or thereof. // EXHIBIT “A” LEGAL DESCRIPTION EXHIBIT “B” PROJECT DESCRIPTION AND SCHEDULE I. PROJECT DESCRIPTION The Fresno Quality Homekey Project consists of the rehabilitation of the former Quality Inn Motel located at 6051 N. Thesta Street, Fresno, CA 93710, and includes on/off-site improvements. The existing motel units will be converted into Fifty-eight studio apartment units available to Qualifying Populations as identified in HUD Notice CPD-21-10, issued on September 13, 2021, and one unit reserved for on-site manager unit as outlined in the table below for a total of 59 units. Nine units will be ADA accessible. HOME-ARP Funds will be made available by the CITY for reimbursement of HOME- ARP eligible rehabilitation costs not to exceed One Million Seven Hundred Forty-Nine Thousand Eight Hundred Thirty-Five Dollars and 24/100 ($1,749,835.24) for the 59 HOME-ARP units and on/off-site improvements. II. PROJECT SCHEDULE A. Property Acquisition: February 28, 2024 B. Commencement of Rehabilitation: March 1, 2024 C. Rent Up Completion: January 31, 2025 % of Median Unit 30% or less 58 (9 ADA) Manager Unit 1 Totals 59 EXHIBIT “C” PROJECT BUDGET EXHIBIT “D” EXEMPLAR DECLARATION OF RESTRICTIONS Recorded at the Request of and When Recorded Return to: City of Fresno Planning and Development Department Community Development Division 2600 Fresno Street, Room 3065 Fresno, CA 93721-3605 (SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY) The document is exempt from the payment of a recording fee in accordance with Government Code Sections 6103 and 27383. APNs: 409-200-43 DECLARATION OF RESTRICTIONS THIS DECLARATION OF RESTRICTIONS (Declaration) is executed as of this _____ day of ______, 2024, by the Fresno Quality Homekey, LP, a (DECLARANT), in favor of the CITY OF FRESNO, a California municipal corporation (CITY). WHEREAS, the DECLARANT is the owner of the real estate at 6051 N. Thesta Street, Fresno, CA 93710, in the City of Fresno, County of Fresno, California, (APN:409-200-43), which is more particularly described in EXHIBIT “A” – Property Description, attached hereto and made a part hereof, including the improvements thereon (Property); and WHEREAS, pursuant to a certain City of Fresno HOME Investment Partnerships – American Rescue Act Program Agreement dated _______, 2024, incorporated herein by reference (HOME-ARP Agreement) and instruments referenced therein, the DECLARANT agrees to utilize, and the CITY agrees to provide, certain HOME-ARP funds from the United States Department of Housing and Urban Development (HUD), to the DECLARANT and the DECLARANT agrees to rehabilitate and then convert the former Quality Inn Motel into fifty- nine (59) studio apartment units of which fifty-eight (58) unit will be HOME-ARP assisted and available for rental by Qualifying Populations as defined by HUD in Notice CPD-21-10, issued September 13, 2021. One unit will be reserved for the on-site manager for a total of fifty-nine (59) units. WHEREAS, the HOME-ARP regulations promulgated by HUD impose certain affordability restrictions upon property owned by the DECLARANT, which affordability restrictions shall be enforceable for a fifty-five (55)-year period; and WHEREAS, these restrictions are intended to bind the DECLARANT, and all purchasers of the Property and their successors. NOW THEREFORE, the DECLARANT declares that the Property is held and will be held, transferred, encumbered, used, sold, conveyed, and occupied subject to the covenants, restrictions, and limitations set forth in this Declaration, all of which are declared and agreed to be in furtherance of the Project. All of the restrictions, covenants and limitations will run with the land and will be binding on all parties having or acquiring any right, title or interest in the Property or any part thereof, will inure to the benefit of the CITY, and will be enforceable by it. Any purchaser under a contract of sale covering any right, title or interest in any part of the Property, by accepting a deed or a contract of sale or agreement of purchase, accepts the document subject to, and agrees to be bound by, any and all restrictions, covenant, and limitations set forth in this Declaration commencing on the date the DECLARANT is notified by the CITY that the HOME-ARP Unit Household information has been entered into HUD’s Integrated Disbursement and Information System (IDIS) as provided in the HOME-ARP Agreement, constituting the commencement of the fifty-five (55)-year Affordability Period. 1. Declarations. The DECLARANT hereby declares that the Property is and shall be subject to the covenants and restrictions hereinafter set forth, all of which are declared to be in furtherance of the Project and the HOME-ARP Agreement and are established and agreed upon for the purpose of enhancing and protecting the value of the Property and in consideration of the CITY entering into the HOME-ARP Agreement with the DECLARANT. 2. Restrictions. The following covenants and restrictions on the use and enjoyment of the Property shall be in addition to any other covenants and restrictions affecting the Property, and all such covenants and restrictions are for the benefit and protection of the CITY and shall run with the Property and be binding on any future owners of the Property and inure to the benefit of and be enforceable by CITY. These covenants and restrictions are as follows: a. The DECLARANT for itself and its successor(s) on title covenants and agrees that from the date the Project is entered into IDIS as complete, until the expiration of the Affordability Period, it shall cause fifty-eight (58) HOME-ARP housing units to be used as rental affordable housing available to Qualifying Populations as defined by HUD in Notice CPD-21-10, issued September 13, 2021. The term HOME-ARP Unit shall include, without limitation, compliance with the following requirements: i. Nondiscrimination. There shall be no discrimination against nor segregation of any persons or group of persons on account of race, color, creed, religion, sex, marital status, national origin, ancestry, or handicap in the sale, transfer, use, occupancy, tenure, or enjoyment of any of the Property, nor shall the DECLARANT establish or permit any practice of discrimination or segregation with reference to the selection, location, number, use or occupancy of owners or vendees of the Project and/or Property. ii. Principal Residence. The HOME-ARP units shall be leased only to Qualifying Populations as defined by HUD, who shall occupy the HOME-ARP housing units as the tenants’ principal place of residence. The forgoing requirement that the tenant of unit occupy the unit as their principal residence does not apply to (i) persons, other than natural persons, who acquire the Project Property or portion thereof by foreclosure or deed in lieu of foreclosure; or HUD qualified entities that acquire the Property or portion thereof with the consent of the CITY. iii. Household Income Requirements. The fifty-Eight (58) HOME- ARP Units rehabilitated on the Project Property may be conveyed only to a natural person(s) whose annual Household income at the time of rental is not greater than thirty percent (30%) of the most recent annual area median income calculated and published by HUD for the Fresno Metropolitan Statistical Area applicable to such household’s size. Item (a) above is hereinafter referred to as the Covenant and Restriction. 3. Enforcement of Restrictions. Without waiver or limitation, the CITY shall be entitled to injunctive or other equitable relief against any violation or attempted violation of any Covenant and Restriction. 4. Acceptance and Ratification. All present and future owners of the Property and other persons claiming by, through or under them shall be subject to and shall comply with the Covenant and Restriction. The acceptance of a deed of conveyance to the Property shall constitute an agreement that the Covenant and Restriction, as may be amended or supplemented from time to time, are accepted and ratified by future owners, tenant or occupant, and such Covenant and Restriction shall be a covenant running with the land and shall bind any person having at any time any interest or estate in the Property, all as though such Covenant and Restriction was recited and stipulated at length in each and every deed, conveyance, mortgage or lease thereof. Notwithstanding the foregoing, upon foreclosure by a lender or other transfer in lieu of foreclosure, or assignment of an FHA-insured mortgage to HUD, the Affordability Period shall be terminated unless the foreclosure or other transfer in lieu of foreclosure or assignment recognizes any contractual or legal rights of public agencies, nonprofit sponsors, or others to take actions that would avoid the termination of affordability. However, the requirements with respect to a HOME-ARP Units shall be revived according to their original terms, if during the original Affordability Period, the owner of record before the foreclosure or other transfer, or any entity that includes the former owner of those with whom the former owner has or had formally, family or business ties, obtains an ownership interest in the Project or the Property, the Affordability Period shall be revived according to its original terms. 5. Benefit. This Declaration shall run with and bind the Property for a term commencing on the date Project information is entered into HUD’s IDIS as complete, until the expiration of the fifty-five (55) year Affordability Period. The failure or delay at any time of CITY and/or any other person entitled to enforce this Declaration shall in no event be deemed a waiver of the same, or of the right to enforce the same at any time or from time to time thereafter, or an estoppel against the enforcement thereof. 6. Costs and Attorney’s Fees. In any proceeding arising because of failure of the DECLARANT or any future owner of the Property to comply with the Covenant and Restriction required by this Declaration, as may be amended from time to time, the CITY shall be entitled to recover its respective costs and reasonable attorney’s fees incurred in connection with such default or failure. 7. Waiver. Neither the DECLARANT nor any future owner of the Property may exempt itself from liability for failure to comply with the Covenant and Restriction required in this Declaration; provided however, that upon the transfer of the Property, the transferring owner may be released from liability hereunder, upon the CITY’s written consent of such transfer, which consent shall not be unreasonably withheld, conditioned, or delayed. 8. Severability. The invalidity of the Covenant and Restriction or any other covenant, restriction, condition, limitation, or other provision of this Declaration shall not impair or affect in any manner the validity, enforceability, or effect of the rest of this Declaration and each shall be enforceable to the greatest extent permitted by law. 9. Pronouns. Any reference to the masculine, feminine, or neuter gender herein shall, unless the context clearly requires the contrary, be deemed to refer to and include all genders. Words in the singular shall include and refer to the plural, and vice versa, as appropriate. 10. Interpretation. The captions and titles of the various articles, sections, subsections, paragraphs, and subparagraphs of this Declaration are inserted herein for ease and convenience of reference only and shall not be used as an aid in interpreting or construing this Declaration or any provision hereof. 11. Amendments or Modifications. No Amendments or modifications shall be permitted without the prior written consent of the CITY and the DECLARANT. 12. Recordation. The DECLARANT acknowledges that this Declaration will be file of record in the County of Fresno Recorder’s Office, State of California. 13. Capitalized Terms. All capitalized terms used in this Declaration, unless otherwise defined herein, shall have the meanings assigned to such terms in the HOME- ARP Agreement. 14. Headings. The headings of the articles, sections, and paragraphs used in this Declaration are for convenience only and shall not be read or construed to affect the meaning or construction of any provision. // IN WITNESS WHEREOF, DECLARANT has executed this Declaration of Restrictions on the date first written above. DECLARANT: FRESNO QUALITY HOMEKEY, a limited partnership By: Name: Title: (Attach notary certificate of acknowledgment) Date: By: Name: Title: (Attach notary certificate of acknowledgment) Date: Cullen J Davis Manager 11/14/2023 EXHIBIT “A” Legal Description To Declaration of Restrictions EXHIBIT “E” CERTIFICATE OF COMPLETION Recorded at the Request of and When Recorded Return to: City of Fresno Planning and Development Department Community Development Division 2600 Fresno Street, Room 3065 Fresno, CA 93721-3605 (SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY) This Certificate of Completion is recorded at the request and for the benefit of the City of Fresno and is exempt from the payment of a recording fee pursuant to Government Code Section 6103. APNs: 409-200-43 City of Fresno By: Planning and Development Department Date: Certificate of Completion APNs: 409-200-43 Recitals: A. By a HOME Investment Partnerships Program – American Rescue Plan Agreement dated ______, 2024, (HOME-ARP Agreement) between the City of Fresno, a municipal corporation (CITY), Fresno Quality Homekey, LP (DEVELOPER), the DEVELOPER agreed to rehabilitate and convert the former Quality Inn Motel into studio apartments and complete on/off-site improvements upon the Property described in EXHIBIT “A” attached to the HOME-ARP Agreement, and made part hereof by this reference (the Property), with assistance of HOME-ARP Funds while meeting the terms and conditions of the HOME-ARP Agreement and Loan Documents and other documents/instruments referenced therein. Fifty-eight (58) of the fifty-nine (59) units will be reserved for Qualifying Populations as identified by HUD in Notice CPD-21-10 issued September 13, 2021, and one (1) unit will be reserved for an on-site property manager. B. The HOME-ARP Agreement was recorded on , as Instrument No. in the Official Records of Fresno County, California. C. Under the terms of the HOME-ARP Agreement, after the DEVELOPER completes the Project, the DEVELOPER may ask the CITY to record a Certificate of Completion. D. The DEVELOPER has asked the CITY to furnish the DEVELOPER with a recordable Certificate of Completion. E. The CITY’s issuance of this Certificate of Completion is conclusive evidence that the DEVELOPER has completed the Project as set forth in the HOME-ARP Agreement. NOW THEREFORE: 1. The CITY certifies that the DEVELOPER commenced rehabilitation of the Project on _______, 2024 and completed rehabilitation of the Project on _________ 2024 and has done so in full compliance with the HOME-ARP Agreement. 2. This Certificate of Completion is not evidence of the DEVELOPER’s compliance with, or satisfaction of, any obligation to any mortgage or security interest holder, or any mortgage or security interest insurer, securing money lent to finance work on the Property or Project, or any part of the Property or Project. 3. This Certificate of Completion is not a notice of completion as referred to in California Civil Code Section 3093. 4. Nothing contained herein modifies any provision of the HOME-ARP Agreement. // IN WITNESS WHEREOF, CITY has executed this Certificate of Completion as of this ________day of , 2024. CITY OF FRESNO By: Date: Planning & Development Department (Attach notary certificate of acknowledgment) ATTEST: APPROVED AS TO FORM: TODD STERMER, CMC ANDREW JANZ CITY CLERK City Attorney By: By: Name: Name: Tracy N. Parvanian Title: Title: Supervising Deputy City Attorney Date: Date: FRESNO QUALITY HOMEKEY, LP, a limited partnership By: Name: Title: (Attach notary certificate of acknowledgment) Date: By: Name: Title: (Attach notary certificate of acknowledgment) Date: Cullen J Davis Manager 11/14/2023 EXHIBIT “F” - PROMISSORY NOTE DO NOT DESTROY THIS NOTE: When paid, this note, must be surrendered to Borrower for Cancellation. _______________________________________________________________________________ PROMISSORY NOTE Secured by Deed of Trust Loan Amount: $1,749,835.24 Date: ____________________ Fresno, California For value received, the undersigned, FRESNO QUALITY HOMEKEY, LP (BORROWER), promises to pay to the order of the City of Fresno, a California municipal corporation, (Lender), the sum of One Million Seven Hundred Forty-Nine Thousand Eight Hundred Thirty-Five Dollars and 24/100 ($1,749,835.24) to the extent that such funds are loaned to the BORROWER, with interest on the unpaid principal balance running from the date of disbursement with simple interest at the rate of three percent (3%) annually in accordance with the HOME-ARP Investment Partnerships Program Agreement dated __________, 2024, entered into between the Lender and the BORROWER, (Agreement), with the balance of principal and interest due and payable on or before the earlier of (i) the BORROWER’s uncured default under the Agreement with respect to the Project, or (ii) fifty-five (55) years from the date of this Note (Maturity Date), on which date the unpaid balance of principal with unpaid interest thereon shall be due and payable, along with attorney’s fees and costs of collection, and without relief from valuation and appraisement laws. This is a Residual Receipts Note. Principal and interest payments equal to twenty percent (20%) of annual one hundred percent (100%) of Residual Receipts, to the extent that Residual Receipts exist and are itemized in audited financial statements supplied to Lender with each payment hereunder, shall be due one hundred eighty (180) days following the end of the year in which the Project is completed, and said payment continues each successive year thereafter until the Maturity Date, upon which all principal and interest shall be due and payable (prorated amounts to be paid for the first and last year of the Note). Any failure to make a payment required hereunder within ten (10) days after such payments are due shall constitute a default under the Agreement with respect to the Project and this Note. It shall not be a default hereunder if no payment was made because the Project Residual Receipts did not exist for any particular year. Additionally, any failure to timely submit to Lender annual audited financial statements with the management notes and residual receipts calculation within thirty (30) days after such financial statements are due shall constitute a default under the Agreement with respect to the Project and Note. Residual Receipts means in each operating year one hundred percent (100%) of the sum of: (i) all cash received by the Project from rents, lease payments, and all sources generally considered in the apartment industry to be “other income” (which does not include payments for optional services provided by BORROWER), (ii) payments from HUD under a Housing Assistance Program Section 8 Contract, if any, excluding tenant security or other deposits required by law to be segregated and restricted, and interest on reserves not available for distribution, and the net proceeds of any insurance (including rental interruption insurance), other than fire and extended coverage and title insurance, to the extent not reinvested, less the sum of: (i) all payments on account of any loans (including unpaid principal and accrued reasonable interest) made for the benefit of the Project by the BORROWER, (ii) contributions to any prudent and reasonable cash reserves for working capital, operating expenses, capital expenditures, repairs, replacements and anticipated expenditures, in such amounts as may be reasonably required by the lenders to the Project for the operation of the Project not to exceed the amount required by the Project’s permanent lender, annually adjusted in proportion to the average increase of the following indices (a) the United States Bureau of Labor Statistics for Hourly Wage Rates of all workers in manufacturing, and (b) of all Commodity Wholesale Prices, said indices shall be re- defined to the mutual satisfaction of the parties in the event of change in form and basis of indices, all increases shall use the indices for calendar year 2010 as their base; and (iii) the payment of principal and interest, and any associated fees, expenses, and costs, with respect to the senior Financing. Operating Expenses means actual, reasonable and customary (for comparable quality, newly rehabilitated rental housing in Fresno County) costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance and management of the Project in a calendar year, including, without limitation: painting, cleaning, repairs, alterations, landscaping, utilities, refuse removal, certificates, permits and licenses, sewer charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services, cleaning and building supplies, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings which are not paid from the capital replacement reserve, fees and expenses of property management and common area expenses, fees and expenses of accountants, attorneys and other professionals, the cost of social services, repayment of any completion or operating loans including any and all deferred fees per the Budget, made to the BORROWER, its successors or assigns, Asset Management Fee, GP Asset Management Fee, and other actual operating costs and capital costs which are incurred and paid by the BORROWER, but which are not eligible for payment from reserve accounts. All capitalized terms used in this Note, unless otherwise defined, will have the respective meanings specified in the Agreement. In addition, as used in this Note, the following terms will have the following meanings: Business Day means any day other than Saturday, Sunday, or public holiday or the equivalent for banks generally under the laws of California. Whenever any payment to be made under this Note is stated to be due on a day other than a Business Day, that payment may be made on the next succeeding Business Day. Note Maturity Date means fifty-five (55) years from the Note date. This Note, and any extensions or renewals hereof, is secured by a Deed of Trust and Assignment of Rents, on real estate in Fresno County, California, that provides for acceleration upon stated events, dated as of the same date as this Note, and executed in favor of and delivered to the Lender (Deed of Trust), insured as a 2nd position lien on the Property. Time is of the essence. It will be a default under this Note if the BORROWER defaults under the Agreement, any other Loan Document with the Lender, or this Note, and such default continues beyond the notice and cure period as provided in such documents. In the event of a default by the BORROWER with respect to any sum payable under this Note and the failure to cure such default within ten (10) days, the BORROWER shall pay a late charge equal to the lesser of two percent (2%) of any outstanding payment or the maximum amount allowed by law. All payments collected shall be applied first to payment of any costs, fees, or other charges due under this Note or any other Loan Documents then to the interest and then to principal balance. On the occurrence of an uncured default or on the occurrence of any other event that under the terms of the Loan Documents give rise to the right to accelerate the balance of the indebtedness, then, at the option of Lender, this Note or any notes or other instruments that may be taken in renewal or extension of all or any part of the indebtedness will immediately become due without any further presentment, demand, protest, or notice of any kind. Lender acknowledges and agrees that it shall send notice of any default hereunder to the limited partners of the BORROWER and shall accept any cure offered by such limited partners on the same basis as it would accept a cure from Borrower. The indebtedness evidenced by this Note may, at the option of the BORROWER, be prepaid in whole or in part without penalty. Lender will apply all the prepayments first to the payment of any costs, fees, late charges, or other charges due under this Note or under any of the other Loan Documents and then to the interest and then to the principal balance. All Loan payments are payable in lawful money of the United States of America at any place that Lender or the legal holders of this Note may, from time to time, in writing designate. The BORROWER agrees to pay all costs including, without limitation, reasonable attorney fees, incurred by the holder of this Note in the successful enforcement of payment, whether or not suit is filed, and including, without limitation, all costs, reasonable attorney fees, and expenses incurred by the holder of this Note in connection with any bankruptcy, reorganization, arrangement, or other similar proceedings involving the BORROWER that in any way affects the exercise by the holder of this Note of its rights and remedies under this Note. All costs incurred by the holder of this Note in any action undertaken to obtain relief from the stay of bankruptcy statutes are specifically included in those costs and expenses to be paid by the BORROWER. Any notice, demand, or request relating to any matter set forth herein shall be in writing and shall be given as provided in the Agreement. No delay or omission of the Lender in exercising any right or power arising in connection with any default will be construed as a waiver or as acquiescence, nor will any single or partial exercise preclude any further exercise. The Lender may waive any of the conditions in this Note and no waiver will be deemed to be a waiver of the Lender’s rights under this Note, but rather will be deemed to have been made in pursuance of this Note and not in modification. No waiver of any default will be construed to be a waiver of or acquiescence in or consent to any preceding or subsequent default. The Deed of Trust provides as follows: Except as provided herein or in the Agreement, if the Trustor/Grantor shall sell, convey or alienate said property, or any part thereof, or any interest therein, or shall be divested of his title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Beneficiary being first had and obtained, Beneficiary shall have the right, at its option, except as prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any Note evidencing the same, immediately due and payable. The Lender may transfer this Note and deliver to the transferee all or any part of the Property then held by it as security under this Note, and the transferee will then become vested with all the powers and rights given to the Lender; and the Lender will then be forever relieved from any liability or responsibility in the matter, but the Lender will retain all rights and powers given by this Note with respect to Property not transferred. If any one or more of the provisions in this Note is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This Note will be binding on and inure to the benefit of the BORROWER, Lender, and their respective successors and assigns. The BORROWER and Lender agree that this Note will be deemed to have been made under and will be governed by the laws of California in all respects, including matters of construction, validity, and performance, and that none of its terms or provisions may be waived, altered, modified, or amended except as the Lender and BORROWER may consent to in a writing duly signed by the BORROWER or Lender or its authorized agents. This Note shall be nonrecourse to the BORROWER and all its constituent members and may be prepaid at any time without penalty. Neither the BORROWER nor any of its officers, directors, employees, or agents shall have any personal liability for repayment of the Loan. The sole recourse of the Lender under the Loan Documents for repayment of the Loan shall be the exercise of its rights against the Property pursuant to the Deed of Trust and the Lender shall have no right to seek or recover any deficiency amount from the BORROWER or any affiliate of the BORROWER. // IN WITNESS WHEREOF, the BORROWER has caused this Promissory Note to be executed as of the date and year first above written. FRESNO QUALITY HOMEKEY, a limited partnership By: Date: Name: Title: (Attach notary certificate of acknowledgment) By: Date: Name: Title: (Attach notary certificate of acknowledgment) 11/14/2023 Cullen J Davis Manager EXHIBIT “G” EXEMPLAR DEED OF TRUST Recorded at the Request of and When Recorded Return to: City of Fresno Planning and Development Department Community Development Division 2600 Fresno Street, Room 3065 Fresno, CA 93721-3605 (SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY) TITLE ORDER NO.___________________ ESCROW NO._________________________ A.P.N.: 409-200-43 DEED OF TRUST ASSIGNMENT OF RENTS THIS DEED OF TRUST (Deed of Trust) made this __ day of ______, 2024, by and between FRESNO QUALITY HOMEKEY, LP (Borrower), Old Republic Title Company, a California Corporation (Trustee), and the City of Fresno, a Municipal Corporation organized and existing under the laws of the State of California whose address is 2600 Fresno Street, Fresno, California 93721 (Beneficiary and Lender). The Borrower, in consideration of the indebtedness herein recited and the trust herein created, does irrevocably grant and convey to Trustee, in trust, with power of sale, all the Borrower’s right, title, and interest now owned or hereafter acquired in the real property (Land) known as 6051 N. Thesta Street, Fresno, CA 93710, APN: 409-200-43, located in Fresno County, California and more particularly described in the Attached EXHIBIT “A” incorporated by reference to the Land later acquired during the term of this Deed of Trust will be subject to this Deed of Trust), together with the rents, issues, and profits, subject however, to the right, power, and authority granted and conferred on the Borrower in this Deed of Trust to collect and apply the rents, issues, and profits; and The Borrower also irrevocably grants, transfers, and assigns to the Trustee, in trust, with power of sale, all of the Borrower’s right, title and interest now owned or later acquired for and located at the property: (1) All buildings (Buildings) and improvements now or later on the land and all easements, rights, appurtenances, water and water rights, minerals and mineral rights; all machinery, equipment, appliances, and fixtures for the generation or distribution of air, water, heat, electricity, light, fuel, or refrigeration or for ventilating or sanitary purposes or for the exclusion of vermin or insects or for the removal of dust, refuse, or garbage; all wall safes, built-in furniture, and installations, window shades and blinds, light fixtures, fire hoses and brackets, screens, linoleum, carpets, furniture, furnishings, fixtures, plumbing, laundry tubs and trays, refrigerators, heating units, stoves, water heaters, incinerators, and communication systems and installations for which any Building is specially designed; all of these item, whether now or later installed, being declared to be for all purposes of this Deed of Trust a part of the Land, the specific enumerations in this Deed of Trust not excluding the general; and (2) The rents, issues, profits, and proceeds relating to the foregoing; and (3) The Property to the extent not included on clauses (1) and (2) above. TO SECURE, in order of priority that the Beneficiary determines: (1) Payment of the indebtedness evidenced by a note of the Borrower of even date with this Deed of Trust in the principal amount of One Million Seven Hundred Forty-Nine Thousand Eight Hundred Thirty-Five Dollars and 24/100 ($1,749,834.24) (Note), payable to the Beneficiary or order, and all extensions, modifications, or renewals of that Note; (2) Payment of the interest on that indebtedness according to the terms of the Note; (3) Payment of all other sums (with interest as provided herein) becoming due and payable to the Beneficiary or the Trustee pursuant to the terms of this Deed of Trust; (4) Performance of every obligation contained in this Deed of Trust, the Note, the HOME- ARP Agreement dated the ___ of ____, 2024 (HOME-APR Agreement), and its related documents, the Declaration of Restrictions dated the ___ of ______, 2024, any instrument now or later evidencing or securing any indebtedness secured by this Deed of Trust, and any agreements, supplemental agreements, or other instruments of security executed by Borrower as of the same date of this Deed of Trust for the purpose of further securing any indebtedness amending this Deed of Trust or any instrument secured by this Deed of Trust (collectively, the “Loan Documents”); and (5) Payment of all other obligations owed by Borrower to Beneficiary that by their terms recite that they are secured by this Deed of Trust, including those incurred as primary obligor or as guarantor. The Borrower covenants that the Borrower is lawfully seized of the estate hereby conveyed and has the right to grant and convey the Property, and that the Property is encumbered only for encumbrances of record. The Borrower covenants that the Borrower will forever warrant and will defend the grant made in this Deed of Trust against all claims and demands, subject to encumbrances of record. The Borrower covenants that the Borrower will maintain and preserve the lien of this Deed of Trust until all the indebtedness under the Note is paid in full. The Borrower represents and warrants to the Beneficiary that as of the date of this Deed of Trust, the Borrower is a limited partnership, validly existing and is in good standing under the laws of the State of California and is qualified to do business in the State of California; that the Borrower has the requisite power and authority to own, develop, and operate the property; and that the Borrower is in compliance with all laws, regulations, ordinances, and orders of public authorities applicable to it. The Borrower represents and warrants to the Beneficiary that as of the date of this Deed of Trust the execution, delivery, and performance by the Borrower and the borrowings evidenced by the Note are within the power of the Borrower; have been duly authorized by all requisite corporate or partnership actions, as appropriate; has received all necessary governmental approvals; and will not violate any provision of law, any order of any court or agency of government, the charter documents of the Borrower, or any indenture, agreement, or any other instrument to which the Borrower is a party or by which the Borrower or any of it property is bound, nor will they conflict with, result in a breach of, or constitute (with due notice and lapse of time) a default under any indenture, agreement, or other instrument, or result in the creation or imposition of any lien, charge, or encumbrance of any nature on any of the property or assets of the Borrower, except as contemplated by the provisions of the Loan Documents; and each of the Loan Documents, when executed and delivered to the Beneficiary, will constitute a valid obligation, enforceable in accordance with its terms. The Borrower represents and warrants to the Beneficiary that as of the date of this Deed of Trust that the Property is not used principally for agricultural or grazing purposes; that the Borrower is engaged in the development and creation of low-income housing and that the principal purpose of the HOME- ARP Program Loan is the substantial rehabilitation of the former Quality Inn motel into affordable housing and improvements to the Property. UNIFORM COVENANTS. The Borrower and the Lender covenant and agree as follows: 1. Payment of Principal. The Borrower shall promptly pay when due the principal indebtedness evidenced by the Note. 2. Hazard Insurance. The Borrower, at its sole cost and expense, for the mutual benefit of the Borrower and the Beneficiary, shall keep the improvements now existing or hereafter erected on the Property insured against loss by fire, hazards included within the term "extended coverage", and such other hazards as the Lender may require and, in such amount, and for such period as the Lender may require as set forth in the HOME-APR Agreement referenced above. The insurance carrier providing the insurance shall be chosen by the Borrower subject to approval by the Lender; provided that such approval shall not be unreasonably withheld. All insurance policies and renewals thereof shall be in a form acceptable to the Lender and shall include a standard mortgage clause in favor of and in a form acceptable to the Lender. The Lender shall have the right to hold the policies and renewals thereof, subject to the terms of any mortgage, deed of trust or other security agreement with a lien which has priority over this Deed of Trust. In the event of loss, the Borrower shall give prompt notice to the insurance carrier and the Lender. The Lender may make proof of loss if not made promptly by the Borrower. If the Property is abandoned by the Borrower, or if the Borrower fails to respond to the Lender within thirty (30) days from the date notice is mailed by the Lender to the Borrower that the insurance carrier offers to settle a claim for insurance benefits, the Lender is authorized to collect and apply the insurance proceeds at the Lender's option either to restoration or repair of the Property or to the sums secured by this Deed of Trust. 3. Preservation and Maintenance of Property. Leaseholds; Condominiums; Planned Unit Developments. The Borrower shall keep the Property in good repair and shall not commit waste or permit impairment or deterioration of the Property and shall comply with the provisions of any lease if this Deed of Trust is on a leasehold. If this Deed of Trust is on a unit in a condominium or a planned unit development, the Borrower shall perform all of the Borrower's obligations under the declaration or covenants creating or governing the condominium or planned unit development, the by-laws and regulations of the condominium or planned unit development, and constituent documents. The Borrower shall not permit overcrowded conditions to exist as defined by the U.S. Department of Housing and Urban Development. 4. Protection of Lender's Security. If the Borrower fails to perform the covenants and agreements contained in this Deed of Trust, or if any action or proceeding is commenced which materially affects the Lender's interest in the Property, then the Lender, at the Lender's option, upon notice to the Borrower, may make such appearances, disburse such sums, including reasonable attorney's fees, and take such action as is necessary to protect the Lender's interest. If the Lender requires mortgage insurance as a condition of making the loan secured by this Deed of Trust, Borrower shall pay the premiums required to maintain such insurance in effect until such time as the requirement for such insurance terminates in accordance with the Borrower's and Lender's written agreement or applicable laws. Any amounts disbursed by the Lender pursuant to this Paragraph 4 shall become additional indebtedness of the Borrower secured by this Deed of Trust. Unless the Borrower and Lender agree to other terms of payment, such amounts shall be payable upon notice from the Lender to the Borrower requesting payment thereof. Nothing contained in this paragraph 4 shall require the Lender to incur any expense or take any action hereunder. 5. Inspection. The Lender may make or cause to be made reasonable entries upon, and inspections, of the Property, provided that the Lender shall provide the Borrower notice prior to any such inspection specifying reasonable cause therefore related to the Lender's interest in the Property. 6. Condemnation. The proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation or other taking of the Property, or part thereof, or for conveyance in lieu of condemnation, are hereby assigned and shall be paid to the Lender, subject to the terms of any mortgage, deed of trust or other security agreement with a lien which has priority over this Deed of Trust. 7. Borrower Not Released; Forbearance By Lender Not a Waiver. The extension of the time for payment or modification of amortization of the sums secured by this Deed of Trust granted by the Lender to any successor in interest of the Borrower shall not operate to release, in any manner, the liability of the original Borrower and the Borrower's successors in interest. The Lender shall not be required to commence proceedings against such successor or refuse to extend time for payment or otherwise modify amortization of the sums secured by this Deed of Trust be reason of any demand made by the original Borrower and the Borrower's successors in interest. Any forbearance by the Lender in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be waiver of or preclude the exercise of any such right of remedy. 8. Successors and Assignees Bound; Joint and Several Liability; Co-Signers. The covenants and agreements herein contained shall bind, and the rights hereunder shall inure to the respective successors and assignees of the Lender and the Borrower. All covenants and agreements of the Borrower shall be joint and several. Any borrower who co-signs this Deed of Trust, but does not execute the Note is: (a) co-signing this Deed of Trust only to grant and convey that the Borrower's interest in the Property of Trustee under the terms of this Deed of Trust, and (b) not personally liable on the Note or under this Deed of Trust or the Note, without that Borrower's consent and without releasing that Borrower or modifying this Deed of Trust as to that Borrower's interest in the Property. 9. Transferability. One of the inducements to the Beneficiary for making the Loan is the identity of the Borrower. The existence of any interest in the Property other than the interests of the Borrower and Beneficiary and any encumbrance permitted in this Deed of Trust, even though subordinate to the security interest of the Beneficiary, and the existence of any interest in the Borrower other than those of the present owners, would impair the Property and the security interest of the Beneficiary, and, therefore, except as provided herein or in the Loan Documents, the Borrower will not sell, convey, assign, transfer, alienate, or otherwise dispose of its interest in the Property, either voluntarily or by operation of law, or agree to do so, without the prior written consent of the Beneficiary. The consent to one transaction by the Beneficiary will not be deemed a waiver of the right to require consent to further or successive transactions. If the Borrower is a corporation, any sale, transfer, or disposition of fifty percent (50%) or more of the voting interest of the Borrower or of any entity that directly or indirectly owns or controls the Borrower, including, without limitation, the parent company of the Borrower, and the parent company of the parent company of the Borrower, will constitute a sale of the Property for purposes of this article. If the Borrower is a partnership any change or addition of a general partner of the Borrower, change of a partnership interest of the Borrower with the exception of a limited partner transfer, which shall not require the Beneficiary’s consent, or sale, transfer, or disposition of fifty percent (50%) or more of the voting interest or partnership interest of any general partner of the Borrower or of any corporation, partnership or entity that directly or indirectly owns or controls any general partner of the Borrower, including, without limitation, each parent company of a general partner of the Borrower and each parent company of any parent company of a general partner of the Borrower, will constitute a sale of the Property for purposes of this section. If the Borrower is a limited liability company, any change of the manager or any sale, transfer or disposition of fifty percent (50%) or more of the partnership interests of the Borrower, or disposition of fifty percent (50%) or more of the voting interest of the Borrower or of any corporation, partnership or entity that directly or indirectly owns or controls any member of the Borrower, including without limitations, each parent company of the Borrower and each parent company of any parent company of a member of the Borrower, will constitute a sale of the Property for purposes of this section. Any transaction in violation of this section will cause all Indebtedness, irrespective of the maturity dates, at the option of the Beneficiary and without demand or notice, immediately to become due, together with any prepayment premium in accordance with the terms of the Note except as prohibited by law. 10. Notice. Except for any notice required under applicable law to be given in another manner, (a) any notice to the Borrower provided for in this Deed of Trust shall be given by delivering it or by mailing such notice by certified mail addressed to the Borrower at the Property Address or at such other address as the Borrower may designate by notice to the Lender as provided herein, and (b) any notice to the Lender shall be given by certified mail to the Lender's address stated herein or to such other address as the Lender may designate by notice to the Borrower as provided herein. Any notice provided for in this Deed of Trust shall be deemed to have been given to the Borrower or Lender when given in the manner designated herein. 11. Governing Law; Severability. The State and local laws applicable to this Deed of Trust shall be the laws of the jurisdiction in which the Property is located. The foregoing sentence shall not limit the applicability of federal law to this Deed of Trust or if the Note conflicts with applicable law, such conflict shall not affect other provisions of this Deed of Trust or the Note which can be given effect without the conflicting provision, and to this end the provisions of this Deed of Trust and the Note are declared to be severable. As used herein, "costs", "expenses", and "attorney's fees" include all sums to the extent not prohibited by applicable law or limited herein. 12. Borrower's Copy. The Borrower shall be furnished a copy of the Note and a conformed copy of the recorded Deed of Trust at the time of execution or after recordation thereof. NON-CONFORMING COVENANTS. Borrower and Lender further covenant and agree as follows: 13. Acceleration; Remedies. Upon the Borrower's breach of any covenant or agreement of the Borrower in this Deed of Trust, including the covenants to pay when due any sums secured by this Deed of Trust, the Note or the HOME-ARP Program restrictions, the Lender, prior to acceleration shall give notice to the Borrower as provided in paragraph 10 hereof specifying: (1) the breach; (2) the action required to cure such breach; (3) a date, not less than ten (10) days from the date notice is mailed to the Borrower, by which such breach must be cured or thirty (30) days for a non-monetary default; and (4) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this Deed of Trust and sale of the Property. The notice shall further inform the Borrower of the right to reinstate after acceleration and the right to bring a court action to assert the nonexistence of a default or any other defense of the Borrower to acceleration and sale. If the breach is not cured on or before the date specified in the notice, the Lender, at the Lender's option may declare all of the sums secured by this Deed of Trust to be immediately due and payable without further demand and may invoke the power of sale and any other remedies permitted by applicable law. The Lender shall be entitled to collect all reasonable costs and expenses incurred in pursuing the remedies provided in this paragraph 13, including, but not limited to, reasonable attorney's fees. If the Lender invokes the power of sale, the Lender shall execute or cause the Trustee to execute a written notice of the occurrence of an event of default and of the Lender's election to cause the Property to be sold and shall cause such notice to be recorded in each county in which the Property or some part thereof is located. The Lender or the Trustee shall mail copies of such notice in the manner prescribed by applicable law. The Trustee shall give public notice of sale to the persons and in the manner prescribed by applicable law. After the lapse of such time as may be required by applicable law, the Trustee, without demand on the Borrower, shall sell the Property at public auction to the highest bidder at the time and place and under the terms designated in the notice of sale in one or more parcels and in such order as Trustee may determine. The Trustee may postpone sale of all or any parcel of the Property by public announcement at the time and place of any previously scheduled sale. The Lender or the Lender's designee may purchase the Property at any sale. The Trustee shall deliver to the purchaser the Trustee's deed conveying the Property so sold without any covenant or warranty, expressed or implied. The recitals in the Trustee's deed shall be prima facie evidence of the truth of the statements made therein. The Trustee shall apply the proceeds of the sale in the following order: (a) to all reasonable costs and expenses of the sale, including, but not limited to, reasonable Trustee's and attorney's fees and costs of title evidence; (b) to all sums secured by this Deed of Trust; and (c) the excess, if any, to the person, persons, entity legally entitled thereto. 14. Borrower's Right to Reinstate. Notwithstanding the Lender's acceleration of the sums secured by this Deed of Trust due to the Borrower's breach, the Borrower shall have the right to have any proceedings begun by the Lender to enforce this Deed of Trust discontinued at any time prior to five (5) days before sale of the Property pursuant to the power of sale contained in this Deed of Trust or at any time prior to entry of a judgment enforcing this Deed of Trust if: (a) the Borrower pays the Lender all sums which would be then due under this Deed of Trust and the Note had no acceleration occurred; (b) the Borrower cures all breaches of any other covenants or agreements of the Borrower contained in this Deed of Trust; (c) the Borrower pays all reasonable expenses incurred by the Lender and Trustee in enforcing the covenants and agreements of the Borrower in paragraph 13 hereof, including but not limited to, reasonable attorney's fees; and (d) the Borrower takes such action as the Lender may reasonably require to assure that the lien of this Deed of Trust, Lender's interest in the Property and the Borrower's obligation to pay the sums secured by this Deed of Trust shall continue unimpaired. Upon such payment and cure by the Borrower, this Deed of Trust and the obligations secured hereby shall remain in full force and effect as if no acceleration had occurred. 15. Nonrecourse. The sole recourse of the Lender under the Loan Documents for repayment of the Note shall be the exercise of its rights against the Property. 16. Withdrawal, Removal and/or Replacement. Unless otherwise provided herein, withdrawal of the General partner of the Borrower pursuant to the terms of a partnership agreement due to violation by a general partner of the terms of a partnership agreement, or a voluntary withdrawal from a partnership by a general partner, and any transfer of limited partnership interest or interests in the same, shall not constitute a default under any of the Loan Documents, and any such actions shall not accelerate the maturity of the Loan. 17. Lien of Deed of Trust. The Beneficiary agrees that the lien of this Deed of Trust shall be subordinated to any senior lender’s low-income housing commitment (as such term is defined in Section (42(h)(6)(B) of the internal Revenue Code) (the “Extended Use Agreement”) recorded against the Property, provided that such Extended Use Agreement, by its terms, must terminate upon foreclosure under this Deed of Trust or upon a transfer of the Property by instrument of lieu of foreclosure, in accordance with Section 42(h)(6)(E) of the Internal Revenue Code, subject to the limitations upon evictions, terminations of tenancies, and increases in gross rents of tenants of low-income units as provided in that Section. 18. Assignment of Rent; Appointment of Receiver; Lender in Possession. As additional security hereunder, the Borrower hereby assigns to the Lender the rents of the Property, provided that the Borrower shall, prior to acceleration under paragraph 13 or abandonment of the Property, have the right to collect and retain such rents as they become due and payable. Upon acceleration under paragraph 13 hereunder or abandonment of the Property, the Lender, in person, by agent or by judicially appointed receiver shall be entitled to enter upon, take possession of, and manage the Property and to collect the rents of the Property including those past due. All rents collected by the Lender, or the receiver, shall be applied first to premiums on receiver's bonds and reasonable attorney's fees, and then to the sums secured by this Deed of Trust. The Lender and the receiver shall be liable to account only for those rents actually received. 19. Release of Deed and Note. Upon payment of all sums secured by this Deed of Trust, the Lender shall request the Trustee to surrender this Deed of Trust, and the note evidencing indebtedness secured by this Deed of Trust to Trustee. 20. Substitute Trustee. At the Lender's option, the Lender may from time to time, appoint a successor trustee to any Trustee appointed hereunder by an instrument executed and acknowledged by the Lender and recorded in the Fresno County Recorder's Office. The instrument shall contain the name of the original Lender, Trustee and Borrower, the book and page where this Instrument is recorded and the name and address of the successor trustee. The successor trustee shall, without conveyance of the Property, succeed to all the title, powers and duties conferred upon the Trustee herein and by applicable law. This procedure for substitution of trustee shall govern to the exclusion of all other provisions for substitution. 21. Statement of Obligation. The Lender may collect a fee not to exceed fifty dollars and 00/100 ($50.00) for furnishing the statement of obligation as provided by Section 2943 of the Civil Code of California. 22. Event of Default. Prior to declaring or taking any remedy permitted under Loan Documents, (where applicable) the Borrower’s limited partners shall have an additional period of not less than thirty (30) days to cure such alleged default. Notwithstanding the foregoing, in the case of a default that cannot with reasonable diligence be remedied or cured within thirty (30) days, the Borrower’s authorized representatives shall have such additional time as reasonably necessary to remedy or cure such default, but in no event more than ninety (90) days from the expiration of the initial thirty (30) day period above, and if the Borrower’s limited partners reasonably believe that in order to cure such default. To the extent that there is a conflict between this paragraph 22 and any remedy permitted by the HOME-ARP Agreement, Loan Documents, or Loan, the terms of this paragraph 22 shall control. The following events are each an “Event of Default”: (a) Default in the payment of any sum of principal or interest when due under the Note or any other sum due under the Loan Documents. (b) Failure to maintain insurance as provided in Section 2 hereof. (c) The failure (without cure during the applicable period, if any, for cure) of the Borrower to observe, perform, or discharge any obligation, term, covenant, or condition of any of the Loan Documents, any agreement relating to the Property, or any agreement or instrument between any Loan Party and the Beneficiary. (d) The assignment by the Borrower, as lessor or sublessor, as the case may be, of the rents or the income of the Property or any part of it (other than to Beneficiary) without first obtaining the written consent of the Beneficiary. (e) The following events: (i) the filing of any claim or lien against the Property or any party of it, whether or not the lien is prior to this Deed of Trust, and the continued maintenance of the claim or lien for a period of thirty (30) days without discharge, satisfaction, or adequate bonding in accordance with the terms of this Deed of Trust; (ii) the existence of any interest in the Property other than those of the Borrower, Beneficiary, any tenants of the Borrower, and anyone listed in a title exception approved by the Beneficiary in writing; or (iii) the sale, hypothecation, conveyance, or other disposition of the Property except with the express written approval of the Beneficiary, any of which will be an Event of Default because the Borrower’s obligation to own and operate the Property is one of the inducements to the Beneficiary to make the Loan; (f) Default under any agreement to which the Borrower is a party, which agreement relates to the borrowing of money by the Borrower from Beneficiary. (g) Any presentation or warranty made by any Loan Party or any other Person under this Deed of Trust or in, under, or pursuant to the Loan Documents, is false or misleading in any material respect as of the date on which the representation or warranty was made. (h) Any of the Loan Documents, at any time after their respective execution and delivery and for any reason, cease to be in full force or are declared null and void, or the validity or enforceability is contested by the Borrower or any stockholder or partner of the Borrower, or the Borrower denies that it has any or further liability or obligation under any of the Loan Documents to which it is a party. If one or more Event of Default occurs and is continuing, then the Beneficiary may declare all the Indebtedness to be due and the Indebtedness will become due without any further presentment, demand, protest, or notice of any kind, and the Beneficiary may: (i) in person, by agent, or by a receiver, and without regard to the adequacy of security, the solvency of the Borrower, or the existence of waste, enter on and take possession of the Property or any party of it in its own name or in the name of Trustee, sue for or otherwise collect the rents, issues, and profits, and apply them, less costs and expenses of operation and collection, including reasonable attorneys’ fees, upon the Indebtedness, all in any order that the Beneficiary many determine. The entering on and taking possession of the Property, the collection of rents, issues, and profits, and the application of them will not cure or waive any default or notice of default or invalidate any act done pursuant to the notice; (ii) commence an action to foreclose this Deed of Trust in the manner provided by law for the foreclosure of mortgages of real property; (iii) deliver to the Trustee a written declaration of default and demand for sale, and a written notice of default and election to cause the Property to be sold, which notice the Trustee or the Beneficiary will cause to be filed for record; (iv) with respect to any Personalty, proceed as to both the real and personal property in accordance with the Beneficiary’s rights and remedies in respect of the Land, or proceed to sell the Personalty separately and without regard to the Land in accordance with the Beneficiary’s rights and remedies; or (v) exercise any of these remedies in combination or any other remedy at law or in equity. 23. Protection of Security. If an Event of Default occurs and is continuing, the Beneficiary or Trustee, without notice to or demand upon the Borrower, and without releasing the Borrower from any obligations or defaults may: (a) enter on the Property in any manner and to any extent that either deems necessary to protect the security of this Deed of Trust; (b) appear in and defend any action or proceeding purporting to affect, in any manner, the Obligations or the Indebtedness, the security of this Deed of Trust, or the rights or powers of Beneficiary or Trustee; (c) pay, purchase, or compromise any encumbrance, charge, or lien that in the judgment of Beneficiary or Trustee is prior or senior to this deed of Trust; and (d) pay expenses relating to the Property and its sale, employ counsel, and pay reasonable attorneys’ fees. The Borrower agrees to repay on demand all sums expended by the Trustee or the Beneficiary pursuant to this section with interest at the Note Rate of Interest, and those sums, with interest, will be secured by this Deed of Trust. 24. Effect of Assignment. The assignment of rents as provided herein will not impose on the Beneficiary any duty to produce rents, issues, or profits from the Property, or cause the Beneficiary to be: (a) a “mortgagee-in-possession” for any purpose; (b) responsible for performing any of the obligations of the lessor under any of the Leases; or (c) responsible for any waste committed by lessees or any other parties, any dangerous or defective condition of the Property, or any negligence in the management, upkeep, repair, or control of the Property. The Beneficiary will not be liable to the Borrower as a consequence of the exercise of the rights granted to the Beneficiary under this assignment or the failure of the Beneficiary to perform any obligation of the Borrower arising under Leases. // IN WITNESS WHEREOF, Borrower has executed this Deed of Trust on the day and year set forth above. By signing below, Borrower agrees to the terms and conditions as set forth above. BORROWER FRESNO QUALITY HOMEKEY, a Limited Partnership By: Name: Title: (Attach notary certificate of acknowledgment) Date: __________________________________ By: Name: Title: (Attach notary certificate of acknowledgment) Date: __________________________________ Manager Cullen J Davis 11/14/2023 EXHIBIT “A” Legal Description To Deed of Trust The following is a copy of provisions (1) to (14), inclusive, of the fictitious deed of trust, recorded in each county in California, as stated in the Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein. To Protect the Security of this Deed of Trust, Trustor (Borrower) Agrees: (1) To keep said property in good condition and repair, not to remove or demolish any building thereon, to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor, to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon, not to commit or permit waste thereof, not to commit, suffer or permit any act upon said property in violations of law to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide maintain and deliver to the Beneficiary fire insurance satisfactory to and with loss payable to the Beneficiary. The amount collected under any fire or other insurance policy may be applied by the Beneficiary upon indebtedness secured hereby and in such order as the Beneficiary may determine, or at option of the Beneficiary the entire amount so collected or any part thereof may be released to the Borrower. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the Beneficiary or the Trustee, and to pay all costs and expenses including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which the Beneficiary or the Trustee may appear, and in any suit brought by the Beneficiary to foreclose this Deed of Trust. (4) To pay at least ten (10) days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock, when due, all encumbrances, charges, and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto, all costs, fees, and expenses of this Trust. Should the Borrower fail to make any payment or to do any act as herein provided, then the Beneficiary or the Trustee, but without obligation to do so and without notice to or demand upon the Borrower and without releasing the Borrower from any obligation hereof, may make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof the Beneficiary or the Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the Beneficiary or the Trustee, pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto, and in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by the Beneficiary or the Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. (6) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to the Beneficiary who may apply or release such moneys received by it in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (7) That by accepting payment of any sum secured hereby after its due date, the Beneficiary does not waive its rights either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (8) That at any time or from time to time, without liability therefor and without notice, upon written request of the Beneficiary and presentation of this Deed and said Note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, the Trustee may reconvey any part of said property, consent to the making of any map or plot thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (9) That upon written request of the Beneficiary state that all sums secured hereby have been paid, and upon surrender of this Deed and said Note to the Trustee for cancellation and retention and upon payment of its fees, the Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "The person or persons legally entitled thereto." Five (5) years after issuance of such full reconveyance, the Trustee may destroy said note and this Deed (unless directed in such request to retain them). (10) That as additional security, the Borrower hereby gives to and confers upon the Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto the Borrower the right, prior to any default by the Borrower in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect the rents, issues and profits of said property, reserving unto the Borrower the right, prior to any default by the Borrower in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, the Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in its own name sue for or otherwise collect such rents, issues and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees. Upon any indebtedness secured hereby, and in such order as the Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (11) That upon default by the Borrower in payment of any indebtedness secured hereby or in performance of any agreement hereunder. The Beneficiary may declare all sums secured hereby immediately due and payable by delivery to the Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property which notice the Trustee shall cause to be filed for record. The Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, the Trustee, without demand on the Borrower, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. The Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including the Borrower, Trustee, or the Beneficiary as hereinafter defined, may purchase at such sale. After deducting all costs, fees and expenses of the Trustee and of this Trust, including cost of evidence of title in connection with sale, the Trustee shall apply the proceeds of sale to payment of all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof, all other sums then secured hereby, and the remainder, if any, to the person or persons legally entitled thereto. (12) The Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Borrower, Trustee, and the Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (13) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby whether or not named as the Beneficiary herein in this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (14) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. The Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which the Borrower, Beneficiary or Trustee shall be a party unless brought by Trustee. DO NOT RECORD REQUEST FOR FULL RECONVEYANCE To be used only when note has been paid: To _______________ Title Company, Trustee: Dated _________________________________ The undersigned is the legal owner and holder of all indebtedness secured by within Deed of Trust. All sums secured by said Deed of Trust have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel all evidences of indebtedness, secured by said Deed of Trust, delivered to you herewith together with said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, the estate now held by you under the same. MAIL RECONVEYANCE TO: By ___________________________________________ Do not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made. EXHIBIT “H” HUD NOTICE CPD-21-10, ISSUED SEPTEMBER 13, 2021 Recorded at the Request of and When Recorded Return to: City of Fresno City Clerk’s Office 2600 Fresno Street, Room 2133 Fresno, CA 93721-3603 (SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY) This CDBG Agreement is recorded at the request and for the benefit of the City of Fresno and is exempt from the payment of a recording fee pursuant to Government Code Section 6103 CITY OF FRESNO By: Georgeanne A. White, City Manager Date: CITY OF FRESNO COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM AGREEMENT by and between CITY OF FRESNO, a municipal corporation and FRESNO QUALITY HOMEKEY, a limited partnership regarding Fresno Quality Inn 6051 N. Thesta Street, Fresno, CA 93710 APN: 409-200-43 TABLE OF CONTENTS Page RECITALS ............................................................................................................................ 3 ARTICLE 1. DEFINITIONS .................................................................................................. 4 ARTICLE 2. TERMS OF THE CDBG LOAN ........................................................................ 7 ARTICLE 3. REPRESENTATION AND WARRANTIES OF DEVELOPER. ......................... 8 ARTICLE 4. UNIFORM ADMINISTRATIVE REQUIREMENTS ......................................... 10 ARTICLE 5. OTHER CDBG PROGRAM REQUIREMENTS .............................................. 11 ARTICLE 6. DISBURSEMENT OF CDBG FUNDS ............................................................ 14 ARTICLE 7. INSURANCE AND INDEMNITY AND BONDS .............................................. 16 ARTICLE 8. DEFAULT AND REMEDIES .......................................................................... 22 ARTICLE 9. GENERAL PROVISIONS .............................................................................. 24 COMMUNITY DEVELOPMENT BLOCK GRANT AGREEMENT BETWEEN CITY OF FRESNO AND FRESNO QUALITY HOMEKEY, LP A CALIFORNIA LIMITED PARTNERSHIP This Community Development Block Grant (CDBG) Agreement (Agreement) is entered this ____ day of November 2023, by and between the City of Fresno (CITY) and Fresno Quality Homekey, L.P., a California limited partnership (DEVELOPER). RECITALS WHEREAS, CITY has applied for and has been awarded funds from the United States Department of Housing and Urban Development (HUD) through the Community Development Block Grant Program (CDBG), listed under 14.218 in the Catalog of Federal Domestic Assistance; and WHEREAS, to advance the supply of affordable rental housing within the city of Fresno, CITY desires, among other things, to encourage investment in the affordable rental housing market; and WHEREAS, DEVELOPER desires to act as the owner/developer exercising effective project control, as to the acquisition and rehabilitation of rental residential property hereinafter referred to as the “Project”, and shall preserve the residential property for occupancy by low-income households at affordable rents, as defined by the CDBG Program and this Agreement; and WHEREAS, HUD regulations at 24 CFR Part 570.201(a) allow for the use of CDBG funds to acquire real property by a private nonprofit corporation; and WHEREAS, CITY has an allocation of CDBG funds to award in accordance with applicable notices, regulations and guidance from HUD in the pursuit of encouraging the development of affordable rental housing; and WHEREAS, to further its goal to increase the supply of Affordable Housing within the City of Fresno, the CITY desires to assist the DEVELOPER by providing a Four Million Two Hundred Fifty Thousand One Hundred Sixty-Four Dollars and 76/100 ($4,250,164.76) CDBG Loan (Loan) to the Developer, at 2% interest for a period of fifty- five years for Eligible acquisition Costs, as identified in EXHIBIT “C” – Budget, to be secured by the underlying Property and the Affordable Housing covenants attached as EXHIBIT “D” – Exemplar Declaration of Restriction, and Note, Exemplar Notes attached as EXHIBIT “E” – Promissory Note loan and Exhibit F – Deed of Trust, upon the terms and conditions in this Agreement. WHEREAS, the CITY has determined that it has ministerial authority to approve this Project, which is statutorily exempt from CEQA pursuant Article 18, Statutory Exemptions, Section 15268 of the State CEQA guidelines. Additionally, the DEVELOPER completed an environmental review of the Project pursuant to the National Environmental Policy Act (NEPA) guidelines and received Authorization to Use Grant Funds on September 25, 2023. WHEREAS, the CITY has determined that this Agreement is in the best interest of, and will materially contribute to, the Housing Element of the Fresno General Plan. Further, the CITY has found that the acquisition and subsequent construction/rehabilitation of affordable housing: (i) will have a positive influence in the neighborhood and surrounding environs, (ii) is in the vital and best interest of the CITY, and the health, safety, and welfare of CITY residents, (iii) complies with applicable federal, State, and local laws and requirements, (iv) will increase, improve, and preserve the community’s supply of Low-Income Housing available at an affordable cost to Low- Income household, as defined hereunder, (v) planning and administrative expenses incurred in pursuit hereof are necessary for the production, improvement, or preservation of Low-Income Housing, and (vi) will comply with any and all owner participation rules and criteria applicable thereto. WHEREAS, the CITY and DEVELOPER have determined that the acquisition constitutes routine programmatic/grantee lender activity utilizing available and allocated program/grantee funding, outside the reach of the California Constitution Article XXXIV and enabling legislation. WHEREAS, the parties acknowledge and agree that the obligations and liabilities of the DEVELOPER hereunder shall be joint and several unless and except to any extent expressly provided otherwise. WHEREAS, on July 14, 2021, the DEVELOPER’s Principals reviewed and approved the development of the Project. ARTICLE 1. DEFINITIONS The following terms have the meaning and content set forth in this Article wherever used in this Agreement, attached exhibits or attachments that are incorporated into this Agreement by reference. 1.1 Acquisition means vesting of the Property (defined below) in fee title to the DEVELOPER for the subsequent rehabilitation of 58 Affordable Housing Units. 1.2 ADA means the Americans with Disabilities Act of 1990, as most recently amended. 1.3 Affirmative Marketing means a good faith effort to attract eligible persons of all racial, ethnic and gender groups, in the housing market area, to rent the Units proposed for rehabilitation on the eligible Property, as hereinafter defined. 1.4 Affordability Period means the minimum period of fifty-five years commencing from the date the CITY enters project completion information into HUD’s Integrated Disbursement and Information System (IDIS), which date will be provided to the DEVELOPER by the CITY and added as an administrative amendment hereto; CITY agrees to enter project completion information into IDIS within thirty days of CITY’s receipt thereof. 1.5 Affordable Housing or Affordable Housing Unit means the 58 units required to be occupied by Low-Income Households at affordable rents. 1.6 Budget means the Budget for the Acquisition and rehabilitation of the Project, as may be administratively amended upon the approval of the CITY’s Housing and Community Development Division Manager provided any increase in CDBG Funds hereunder requires City Council Approval, attached hereto as EXHIBIT “C”. 1.7 CFR means the Code of Federal Regulations. 1.8 Commencement of Rehabilitation means the time the DEVELOPER or the DEVELOPER’s contractor begins substantial physical work on the Property, including, without limitation, delivery of materials and any work, beyond maintenance of the Property in its status quo condition, which shall take place in accordance with the Project Schedule. 1.9 Completion Date means the date the City issues a recorded Certificate of Completion for the Project. 1.10 Debt Service means payments made in a calendar year pursuant to the financing obtained for the acquisition and rehabilitation, operation and/or ownership of the Project, but excluding payments made pursuant to the Note. 1.11 Declaration of Restrictions means the Declaration of Restrictions in the form attached hereto as EXHIBIT “D”, which contains the affordability covenants and requirements of this Agreement which shall run with the land and which the DEVELOPER shall record or cause to be recorded against the Property upon Acquisition. 1.12 Deed of Trust means that standard form Deed of Trust (including the security agreement) given by the DEVELOPER as Trustor, to the CITY as beneficiary, through escrow established by the DEVELOPER at its sole cost and expense with Old Republic Title Company, and recorded against the Property to ensure the Note, together with the Deed of Trust attached as EXHIBIT “F” and acceptable to the City Attorney, as well as any amendments to, modifications of and restatements of said Deed of Trust, which Deed of Trust shall be subordinated to Project lenders no lower than 3rd position per the Budget attached as EXHIBIT “C”. There terms of any such Deed of Trust are hereby incorporated into this Agreement by this reference. 1.13 Eligible Costs means the CDBG eligible acquisition costs funded by the Loan, consistent with the Project Budget attached as EXHIBIT “C”, and allowable under 24 C.F.R. 570. 1.14 Event of Default shall have the meaning assigned to such term under Section 8.1 hereunder. 1.15 CDBG Funds or Funds means the federal Community Development Block Grant Program monies consisting of the Loan, in an amount not to exceed the sum of Four Million Two Hundred Fifty Thousand One Hundred Sixty-Four Dollars and 76/100 ($4,250,164.76) to be used for eligible property acquisition costs. 1.16 Funding Sources means the CITY’s CDBG Funds, HOME-ARP funds, Homekey Program funds, and any other funds that may become available to the Project. 1.17 Hazardous Materials means any hazardous or toxic substances, materials, wastes, pollutants or contaminants which are defined, regulated or listed as "hazardous substances," "hazardous wastes," "hazardous materials," "pollutants," "contaminants" or "toxic substances" under federal or state environmental and health safety laws and regulations, including without limitation, petroleum and petroleum byproducts, flammable explosives, urea formaldehyde insulation, radioactive materials, asbestos and lead. Hazardous Materials do not include substances that are used or consumed in the normal course of developing, operating or occupying a housing project, to the extent and degree that such substances are stored, used and disposed of in the manner and in amounts that are consistent with normal practice and legal standards. 1.18 Household means one or more persons occupying the Units within the Project. 1.19 HUD means the United States Department of Housing and Urban Development. 1.20 Loan means the Project Loan of CDBG Funds, in the total amount of Four Million Two Hundred Fifty Thousand One Hundred Sixty-Four Dollars and 76/100 ($4,250,164.76), as more specifically described in the Budget and in the Promissory Note attached as EXHIBIT “C“ and “E”, respectively. The Loan shall be payable in accordance with the terms of the Note, shall be secured by a deed of trust on each parcel constituting the Property, and shall be subject to the Deed of Trust attached as EXHIBIT “F“. 1.21 Loan Documents are collectively this Agreement, the Note, Declaration of Restrictions, and Deed of Trust, all related documents/instruments as they may be amended, modified or restated from time to time along with all exhibits and attachments thereto, relative to the Loan. 1.22 Low-Income Household means families whose annual income does not exceed 80% of the median income for the Fresno, California area as determined by HUD, except as HUD may establish income ceilings higher or lower than 80% of the median for the area on the basis of HUD finding that such variations are necessary. 1.23 Note means that certain assumable, CDBG Loan Note in a principal amount of Four Million Two Hundred Fifty Thousand One Hundred Sixty-Four dollars and 76/100 ($4,250,164.76), given by the DEVELOPER as promissor, in favor of the CITY as promisee, evidencing the Loan and performance of the affordability and other covenants and restrictions set forth in this Agreement, secured by the Deed of Trust as no worse than 3rd position lien upon the Property, naming the CITY as beneficiary and provided to the CITY, no later than the date of the Affordable Project funding hereunder, an exemplar of which is attached hereto as EXHIBIT “F“, and incorporated herein, as well as any amendments to, modifications of and restatements of said Note consented to by the CITY. 1.24 Project means the acquisition and subsequent rehabilitation of the former Quality Inn motel into 58 affordable rental units and on- and off-site improvements and one on-site manager’s unit for a total of 59 units. 1.25 Project Units or Affordable Housing Units means the acquisition and subsequent rehabilitation of 58 units to be affordable rental units. 1.26 Project Schedule means the schedule for commencement and completion of the Project included in EXHIBIT “B”. 1.27 Property means the vacant property located at 6051 N. Thesta Street, Fresno, CA 93710 (APN: 409-200-43), specifically described in the Property Description attached to EXHIBIT “A” – Legal Property Description. 1.28 Senior Financing means the financing for the Project set forth on the Budget and Finance Plan which shall be senior to the Loan. 1.29 Senior Lender means one or more lenders providing Senior Financing for the subsequent rehabilitation of the Project. 1.30 Units means the 59 units to be rehabilitated on the Property of which 58 will be preserved as Affordable Housing and one will be a manager’s unit. ARTICLE 2. TERMS OF THE CDBG LOAN 2.1 Loan of CDBG Funds. The CITY agrees to provide a loan of CDBG Funds to the DEVELOPER, in an amount not to exceed Four Million Two Hundred Fifty Thousand One Hundred Sixty-Four Dollars and 76/100 ($4,250,164.76), all under the terms and condition provided in this Agreement. The CDBG Funds shall be used for payment of Eligible Costs for Acquisition. 2.2 Loan Documents. The DEVELOPER shall execute and deliver the Loan Documents, including the Note to the CITY, and notarized Deed of Trust to Old Republic Title Company for recordation against the Property, as provided for in this Agreement. 2.3 Term of Agreement. This Agreement is effective upon the date of execution and shall remain in force with respect to the Project for the duration of the Affordability Period unless earlier terminated as provided herein. After the 55-year Affordability Period, this Agreement will expire. It is understood and agreed upon, however, that if for any reason this Agreement should be terminated in whole or in part as provided hereunder, without default, the CITY agrees to record a Notice of Cancellation regarding this Agreement upon the written request of the DEVELOPER. 2.4 Loan Repayment and Maturity. The Loan will be due and payable in accordance with the Note and not later than the Maturity date provided in the Note. 2.5 Incorporation of Documents. The City Council approved Minutes of November 2, 2023, approving this Agreement, the Loan Documents, the Act and HUD regulations at 24 CRF 570 and all exhibits, attachments, documents and instruments referenced herein, as now in effect and as may be amended from time to time, constitute part of this Agreement and are incorporated herein by reference. All such documents have been provided to the parties herewith or have been otherwise provided to/procured by the parties and reviewed by each of them prior to execution hereof. 2.6 Covenants of DEVELOPER. The DEVELOPER for itself and its agents/assigns covenants and agrees to comply with all the terms and conditions of this Agreement and the requirements of 24 CFR 570. 2.7 Subordination. This Agreement, the Declaration of Restrictions and the Deed of Trust may be subordinated to certain approved financing (in each case, a “Senior Lender”), to no worse than 3rd position, based on the condition that all of the following conditions are satisfied: (a) all of the proceeds of the proposed Senior Loan, less any transaction costs, must be used to provide construction financing for the Project consistent with an approved financing plan; (b) the subordination agreement must provide the CITY with adequate rights to cure any defaults by the DEVELOPER including providing the CITY or its successor with copies of any notices of default; (c) upon a determination by the City Manager that the conditions in this Section have been satisfied, the City Manager or his/her designee will be authorized to execute the approved subordination agreement, inter-creditor agreements, standstill agreements, and/or other documents as may be reasonably requested by the Lender to evidence subordination to the Project financing, without the necessity of any further action or approval provided that such agreements contain written provisions that are no more onerous and which are consistent with the customary standard requirements imposed by the financing source(s), on subordinate cash flow obligations under their then existing senior financing policies, and further provided that the City Attorney approves such document(s) as to form. ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF DEVELOPER 3.1 Existence and Qualification. The DEVELOPER, represents and warrants to the CITY as of the date hereof, that the DEVELOPER is a duly organized California limited partnership in good standing with the State of California; the DEVELOPER has the requisite power, right, and legal authority to execute, deliver, and perform its obligations under the Agreement has taken all actions necessary to authorize the execution, delivery, performance, and observance of its obligations under this Agreement. This Agreement, when executed and delivered by the DEVELOPER enforceable against the DEVELOPER in accordance with its respective terms, except as such enforceability may be limited by: (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other similar laws of general applicability affecting the enforcement of creditors' rights generally, and (b) the application of general principles of equity without the joinder of any other party. 3.2 No Litigation Material to Financial Condition. The DEVELOPER represents and warrants to the CITY as of the date hereof that, except as disclosed to and approved by the CITY in writing, no litigation or administrative proceeding before any court or governmental body or agency is now pending, nor, to the best of the DEVELOPER’s knowledge, is any such litigation or proceeding now threatened, or anticipated against the DEVELOPER that, if adversely determined, would have a material adverse effect on the financial condition, business, or assets of the DEVELOPER or on the operation of the Project. 3.3 No Conflict of Interest. The DEVELOPER represents and warrants to the CITY as of the date hereof that no officer, agent, or employee of the CITY directly or indirectly owns or controls any interest in the DEVELOPER, and no person, directly or indirectly owning or controlling any interest in the DEVELOPER, is an official, officer, agent, or employee of the CITY. 3.4 No Legal Bar. The DEVELOPER represents and warrants to the CITY, as of the date hereof that the execution, delivery, performance, or observance by the DEVELOPER of this Agreement will not, to the best of the DEVELOPER’s knowledge, materially violate or contravene any provisions of: (a) any existing law or regulation, or any order of decree of any court, governmental authority, bureau, or agency; (b) governing documents and instruments of the DEVELOPER; or (c) any mortgage, indenture, security agreement, contract, undertaking, or other agreement or instrument to which the DEVELOPER is a party or that is binding on any of its properties or assets, the result of which would materially or substantially impair the DEVELOPER’s ability to perform and discharge its obligations or its ability to complete the Project under this Agreement. 3.5 No Violation of Law. The DEVELOPER represents and warrants to the CITY as of the date hereof that, to the best of the DEVELOPER’s knowledge, this Agreement and the operation of the Project as contemplated by the DEVELOPER, do not violate any existing federal, state or local laws of regulations. 3.6 No Litigation Material to Project. The DEVELOPER represents and warrants to the CITY as of the date hereof, except as disclosed to, and approved by the CITY in writing, there is no action, proceeding, or investigation now pending, or any basis therefor known or believed to exist by the DEVELOPER that questions the validity of this Agreement, or of any action to be taken under this Agreement, that would, if adversely determined, materially or substantially impair the DEVELOPER’s ability to perform and observe its obligations under this Agreement, or that would either directly or indirectly have an adverse effect or impair the completion of the Project. 3.7 Assurance of Governmental Approvals and Licenses. The DEVELOPER represents and warrants to the CITY, as of the date hereof, that the DEVELOPER has obtained and, to the best of the DEVELOPER’s knowledge, is in compliance with all federal, state, and local governmental reviews, consents, authorizations, approvals, and licenses presently required by law to be obtained by the DEVELOPER for the Project as of the date hereof. ARTICLE 4. UNIFORM ADMINISTRATIVE REQUIREMENTS The DEVELOPER, for itself and its development team it represents shall adhere to the following Uniform Administrative Requirements found in the U.S. federal regulations at 2 CFR Part 200, as provided in this Agreement and including the following: 4.1 Establish and maintain effective internal control over CDBG funds made available through this Agreement to provide reasonable assurance that the funds are administered in compliance with applicable federal statutes, regulations, and the terms and conditions of this Agreement. This includes evaluation and internal monitoring of the Project and prompt, appropriate action when instances of noncompliance are identified. 4.2 Follow a written procurement policy that allows for full and open competition that meets the minimum standards of the U.S. federal regulations at 2 CFR 200.317 through 200.326. 4.3 Take reasonable measures to safeguard protected personally identified information and other information the CITY designates as sensitive consistent with applicable federal, State, and local laws regarding privacy and obligations of confidentiality. 4.4 Use its best effort to afford small businesses, minority business enterprises, and women’s business enterprises the maximum practicable opportunity to participate in the performance of this Agreement. As used in the Agreement, the terms, “small business” means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and “minority and women’s business enterprise’ means a business that is at least 51% owned and controlled by minority group members or women. 4.5 Prohibit the use of CDBG funds for personnel employed in the administration of the Project for: political activities; inherently religious activities; lobbying; political patronage; and nepotism activities. 4.6 Comply with the requirements of the Secretary of Labor in accordance the Davis-Bacon Act, as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other federal, state and local laws and regulations pertaining to the labor standards insofar as those acts apply to the performance of this Agreement. 4.7 Comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 C.F.R. Part 5 and maintain documentation that demonstrates compliance with hour and wage requirements of this part. 4.8 Warrant and Covenant that no CDBG funds provided, nor persons employed as a result of this Agreement shall be in any way or to any extent engaged in the conduct of political activities. 4.9 Maintain a financial management system that identifies all federal awards received and expended and the federal programs under which they were received, including: Catalog of Federal Domestic Assistance number, federal award identification number and year, name of the federal agency and name of the pass-through entity, if any. 4.10 Determine allowable costs in accordance with the terms and conditions of this Agreement and the federal cost principles published in the U.S. federal regulations at 2 CFR 200 subpart E, and maintain effective control over, and accountability for, all funds, property, and other assets to ensure all assets are safeguarded and they are used for the authorized use of this Agreement, and maintain accurate financial reporting on federal awards, authorizations, obligations, unobligated balances, assets, expenditures, income and interest and be supported by source documentation. 4.11 Maintain written standards of conduct covering conflict of interest and governing the performance of its employees engaged in the selection, award, and administration of contracts. The standards of conduct must provide for disciplinary actions to the applied for violations of such standards by officers, employees, or agents of the DEVELOPER. If the DEVELOPER has a parent, affiliate, of subsidiary organization, the standards of conduct must cover organizational conflict of interest to ensure the DEVELOPER is able to be impartial in conducting a procurement action involving a related organization. At a minimum, the standard of conduct shall include any person who is an employee, agent, consultant, officer, or elected official or appointed official the DEVELOPER. No covered persons who exercise of have exercised any functions or responsibilities with respect to CDBG activities assisted under this Agreement, or who are in a position to participate in a decision making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from a CDBG-assisted activity, or with respect to the proceeds of the CDBG-assisted activity, either for themselves or those whom they have business or immediate family ties, during their tenure or for one year thereafter. ARTICLE 5. OTHER CDBG PROGRAM REQUIREMENTS 5.1 Availability of CDBG Funds. The DEVELOPER understands and agrees that the availability of CDBG Funds is subject to the control of HUD, or other federal agencies, and should said Funds be encumbered, withdrawn or otherwise made unavailable to the CITY, whether earned by or promised to the DEVELOPER, and/or should the CITY in any fiscal year hereunder fail to allocate said Funds, the CITY shall not provide said CDBG Funds unless and until they are made available for payment to the CITY by HUD and the CITY receives and allocates said CDBG Funds. No other funds owned or controlled by the CITY shall be obligated under this Agreement. 5.2 Compliance with Agreement. The DEVELOPER warrants, covenants and agrees that upon any uncured default by the DEVELOPER within the meaning of Article 8.1 of this Agreement, the CITY may suspend or terminate this Agreement and all other agreements with the DEVELOPER without waiver or limitation of rights/remedies otherwise available to the CITY. 5.3 Construction Standards. The DEVELOPER shall construct the proposed Units under this Agreement in compliance with all applicable local codes, ordinances and zoning requirements in effect at the time of issuance of CITY building permits. 5.4 Covenants and Restrictions to Run with the Land. The CITY and the DEVELOPER expressly warrant, covenant and agree to ensure that the covenants and restrictions set forth in this Agreement are recorded and will run with the land, provided, however, that, on expiration of this Agreement such covenants and restrictions shall expire, provided that such agreements contain written provisions that are no more onerous and which are consistent with the customary standard requirements imposed by the financing source(s), on subordinate cash flow obligations under their then existing senior financing policies, and further provided that City Attorney approves such document(s) as to form. A. The CITY and the DEVELOPER hereby declare their understanding and intent that the covenants and restrictions set forth herein directly benefit the land (a) by enhancing and increasing the enjoyment and ownership of the proposed Project by a certain Very Low- and Low-Income Household, and (b) by making possible the obtaining of advantageous financing for acquisition and rehabilitation. B. The DEVELOPER covenants and agrees with the CITY that after issuance of a recorded certification of completion for the Project until the expiration of the Affordability Period it shall cause 58 Units to be rented as Affordable Housing for Low-Income Households. C. Without waiver or limitation, the CITY shall be entitled to injunctive or other equitable relief against any violation or attempted violation of any covenants and restrictions, and shall, in addition, be entitled to damages available under law or contract for any injuries or losses resulting from any violations thereof. D. All present and future owners of the Property and other persons claiming by, through or under them shall be subject to and shall comply with the covenants and restrictions. The acceptance of a deed of conveyance to the Property shall constitute an agreement that the covenants and restrictions, as may be amended or supplemented from time to time, are accepted and ratified by such future owners, tenant or occupant, and all such covenants and restrictions shall be covenants running with the land and shall bind any person having at any time any interest or estate in the Property, all as though such covenants and restrictions were recited and stipulated at length in each and every deed, conveyance, mortgage or lease thereof. E. The failure or delay at any time of the CITY or any other person entitled to enforce any such covenants or restrictions shall in no event be deemed a waiver of the same, or of the right to enforce the same at any time or from time to time thereafter, or an estoppel against the enforcement thereof. 5.5 Displacement of Persons. The DEVELOPER covenants and agrees with the CITY that pursuant to 24 C.F.R 570.606, it will take all reasonable steps to minimize the displacement of any persons (families, individuals, businesses, nonprofit organizations and farms). The parties acknowledge and agree that the Property located at the former Quality Inn Motel at 6051 N. Thesta Street, Fresno, CA 93710, is currently occupied with one tenant. If and to the extent that the rehabilitation of the proposed Project results in the permanent or temporary displacement of residential tenants, the DEVELOPER shall comply with all applicable local, State, and federal statutes and regulations with respect to relocation planning, advisory assistance, and payment of monetary benefits. The DEVELOPER shall be solely responsible for payment of any relocation benefits to any displaced persons and any other obligations associated with complying with said relocation laws. 5.6 Lead-Based Paint. The DEVELOPER covenants and agrees with the CITY that it shall comply with all applicable requirements of the Lead-Based Paint Poisoning Prevention Act of 42 U.S.C. 4821 et seq., 24 C.F.R. Part 35, including the HUD 1012 Rule, and 24 C.F.R. 982.401(j), and any amendment thereto, and Environmental Protection Agency (EPA) Section 402 (c)(3) of the Toxic Substances Control Act (TSCA) to address lead-based hazards created by renovation, repair, and painting activities that disturb lead-based paint in target housing and child-occupied facilities. Contractors performing renovations in lead-based paint units must be EPA-certified renovators. These requirements apply to all units and common areas of the Project. The DEVELOPER shall incorporate or cause incorporation of this provision in all contracts and subcontracts for work performed on the Project, which involve the application of paint. The DEVELOPER shall be responsible for all disclosure, inspection, testing, evaluation, and control and abatement activities. 5.7 Other Laws and Regulations. The DEVELOPER covenants and agrees with the CITY that, in addition to complying with the federal laws and regulations already cited in this Agreement, the DEVELOPER has reviewed, and shall comply with and require all its contractors and subcontractors on the Project to comply with, all other federal laws and regulations that apply to the CDBG Program, including, without limitation: A. Requirements of 24 C.F.R. 58.6 and the Flood Disaster Protection Act of 1973, as amended (42 U.S.C. 4001-4128). B. The DEVELOPER does not intend to use any financing that is secured by a mortgage insured by HUD in connection with the Project as part of its land acquisition costs of the Project. C. The Project is not located in a tract identified by the Federal Emergency Management Agency as having special flood requirements. D. Equal Opportunity requirements as described in Executive Order 11246, as amended by Executive Orders 11375, 11478, 12086, and 12107. E. The provisions of the Copeland “Anti-Kickback” Act (18 U.S.C. 874), as supplemented by Department of Labor regulations (29 C.F.R. part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). F. The provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). G. Section 109 of the Housing and Community Development Act of 1974 requires that no person in the United States shall on the grounds of race, color, national origin, religion, or sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance made available pursuant to the Act. Section 109 also directs that the prohibition against discrimination on the basis of age under the Age Discrimination Act and the prohibitions against discrimination on the basis of disability under Section 504 shall apply to program or activities receiving federal financial assistance under Title I programs. H. Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u) and implementing regulations at 24 CFR 135. I. The Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4821- 4846), the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851-4856), and implementing regulations at par 35, subparts, A, B, J, K and R of this part apply. J. Exclusion of Debarred and Suspended Contractor requirements as described in 2 CFR Part 180. K. Certain newly legalized aliens, as described in 24 CFR Part 49, are not eligible to apply for CDBG benefits, including financial assistance, public services, jobs and access to new or rehabilitated housing and other facilities made available with CDBG. Benefits do not include relocation services and payments to which persons displaced are entitled by law (24 CFR 570.613). L. A building or facility designed, constructed, or altered with CDBG funds governed by this Agreement that meets the definition of “residential structure” as defined in 24 CFR 40.2 or the definition of “building” as defined in 41 CFR 101-19.602(a) is subject to the requirements of the Architectural Barriers Act of 1968 (42 U.S.C. 4151-4157) and shall comply with the Uniform Federal Accessibility Standards (appendix A to 24 CFR Part 40 for residential structures, and appendix A to 41 CFR Part 101-19. subpart 101-19.6, for general type buildings). M. The Americans with Disabilities Act 942 U.S.C. 12131; 47 U.S.C 155, 201, 2085 and 225) (ADA) provides comprehensive civil rights to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. N. DEVELOPER is advised that providing false, fictitious or misleading information with respect to CDBG funds may result in criminal, civil or administrative prosecution under 18 U.S.C. § 1001, 18 U.S.C. § 1343, 31 U.S.C. § 3729, 31 U.S.C. § 3801 or another applicable statute. DEVELOPER shall promptly refer to City and HUD’s Office of the Inspector General any credible evidence that a principal, employee, agent, subcontractor, or other person has submitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving CDBG funds. DEVELOPER shall ensure that contractual language in third party contracts enforces these provisions. O. DEVELOPER will provide access to the City, HUD, the Comptroller General of the United States, or any of their duly authorized representatives to any books, documents, papers, and records of the contractor which are directly pertinent to that specific contract for the purpose of making audit, examination, excerpts, and transcriptions. DEVELOPER will retain all required records for three years after final payments are made and all other pending matters are closed. DEVELOPER will provide suitable access to the project site at all reasonable times during construction to the City, HUD, the Comptroller General of the United States, or any of their duly authorized representatives. Contractor shall also meet all reporting requirements to allow City to comply with the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109–282). P. The DEVELOPER shall take the following steps to ensure that, whenever possible, subcontracts are awarded to small business firms, minority firms, women's business enterprises, and labor surplus area firms described in Executive Orders 11625, 12432 and 12138, and 2 CFR part 200: i. Placing qualified small and minority businesses and women's business enterprises on solicitation lists; ii. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; iii. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises; iv. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises; and v. Using the services and assistance of the U.S. Small Business Administration, the Minority Business Development Agency of the U.S. Department of Commerce, and State and local governmental small business agencies. Q. DEVELOPER must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. R. DEVELOPER will comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation (42 U.S.C. 6201). S. The DEVELOPER certifies that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Further, the contractor agrees to disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. T. The DEVELOPER agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). U. The DEVELOPER understands and agrees that, if the Project is terminated before completion, either voluntarily or otherwise, such constitutes an ineligible activity, and the CITY will not be required to provide any further CDBG Program assistance funding to the Affordable Housing Units. V. Violence Against Women Act (VAWA), 24 CFR 92.359 and 24 CFR 92.504(c)(3)(v)(F), including but not limited to notice requirements, obligations under emergency transfer plan, bifurcation of lease requirements, imposition of requirements for the duration of the HOME period of affordability, and inclusion of VAWA lease addendum requirements. W. Broadband infrastructure requirements for new housing and rehabilitation projects as set forth in 24 CRF 92.251. 5.8 Records and Reports. Until the Certificate of Completion is issued by the CITY, the DEVELOPER shall submit to the CITY, in a form acceptable to the CITY, a quarterly report summarizing progress to the date on the Project. Upon issuance of the Certificate of Completion, the DEVELOPER shall submit to the CITY, in the form acceptable to the CITY, annual reports summarizing compliance with property standards, tenant income, and rent restrictions. The CITY shall monitor and evaluate the DEVELOPER’s performance under the Agreement to determine compliance with this Agreement and CDBG requirements. The DEVELOPER shall cooperate with the CITY and any federal auditor authorized by the CITY and shall make available all information, documents, and records reasonably requested and shall provide the CITY the reasonable right of access to both records and personnel during normal business hours for the purpose of assuring compliance with this Agreement and evaluating performance hereunder. The rights of access in this section are limited to the required retention period but last as long as the records are retained. ARTICLE 6. DISBURSEMENT OF CDBG FUNDS Without waiver of limitation, the parties agree as follows, regarding CDBG Funds: 6.1 Loan Commitments and Financing Plan. The DEVELOPER shall submit its most current Finance Plan for the Project to the CITY within the time frame provided in the Project Schedule. So long as the Finance Plan is consistent with the Budget, the CITY shall accept the Finance Plan. If the Finance Plan is not consistent with the Budget, then within thirty days after receiving the Finance Plan, the CITY, through its Planning and Development Department, Community Development Division, will review the Finance Plan and deliver notice to the DEVELOPER either approving or disapproving the Finance Plan in its reasonable discretion. If the CITY disapproves the Finance Plan, it will specify the reason for the disapproval and ask the DEVELOPER to provide any additional information the CITY may need to approve the Finance Plan. The failure of the CITY to send notice within such 30-day time period shall be deemed an approval of the Finance Plan. 6.2 Finance Plan Content. The Finance Plan shall contain all Project pre- rehabilitation and post-rehabilitation, and permanent loans or letters of intent from one or more qualified public/private lenders or funding sources in sufficient amounts, combined with any other DEVELOPER financing, for the DEVELOPER to complete rehabilitation of the Project. The total amount of liens to be recorded against the Property as presented in the Finance Plan shall not exceed the DEVELOPER’s estimated rehabilitation Budget. 6.3 Use of CDBG Funds. The DEVELOPER warrants, covenants and agrees that it shall request CDBG Funds only for reimbursement of Eligible Costs for Acquisition incurred as identified in the attached Budget, attached hereto as EXHIBIT “C”. The CITY’s obligations shall in no event exceed the CDBG Funds amount specified in this Agreement. A. If any CDBG Funds shall be determined to have been requested and/or used by the DEVELOPER for costs other than for Eligible Costs, and subject to the notice and cure provisions of Section 8.1 hereunder, an equal amount from nonpublic funds shall become immediately due and payable by the DEVELOPER to the CITY; provided, however, that the DEVELOPER shall, subject to its full cooperation with the CITY, be entitled to participate in any opportunity to remedy, contest, or appeal such determination. B. In the event CDBG Funds are requested to reimburse Acquisition costs which subsequently lose eligibility as Eligible Costs, the DEVELOPER shall immediately return such CDBG Funds to the CITY. C. The CITY will disburse CDBG Funds, only to the DEVELOPER through proper invoicing, for Eligible Costs for Acquisition as provided in this Article 5. 6.4 Conditions Precedent to Disbursement. The CITY shall not be obligated to make or authorize any disbursements of CDBG Funds unless the following conditions are satisfied: A. There exists no Event of Default as provided in Article 8, nor any act, failure, omission or condition that with the passage of time or the giving of notice or both would constitute an Event of Default. B. The DEVELOPER has received and delivered to the CITY firm commitments of, or Agreements for, sufficient funds to finance the Project. C. The CITY has approved the requested reimbursement of Acquisition costs. D. The DEVELOPER has obtained insurance coverage and delivered to the City evidence of insurance as required in Article 7. E. The DEVELOPER is current with its compliance of reporting requirements set forth in this Agreement. F. The DEVELOPER has provided the CITY with a written request for CDBG Funds (provided by the CITY), for reimbursement of Eligible Costs, and detailing such Eligible Costs applicable to the request. G. The CITY has received certification required by Section 6.6 of this Agreement. H. The CITY has received, and continues to have the right to disburse, CDBG Funds. 6.5 Requests for Reimbursement of CDBG Funds. The DEVELOPER shall request that the CITY reimburse funds for Eligible Costs for Acquisition using the CITY’s Request for Disbursement of Funds form. The DEVELOPER shall only request a maximum of Four Million Two Hundred Fifty Thousand One Hundred Sixty-Four Dollars and 76/100 ($4,250,164.76) in CDBG Program assistance. All requests should provide in detail such Eligible Costs applicable to the request. All requests for CDBG Funds disbursement shall be accompanied with the Certification required by Section 5.6 of this Agreement. 6.6 DEVELOPER Certification. The DEVELOPER shall submit to the CITY a written certification that, as of the date of the Request for Reimbursement (Certification): A. The representations and warranties contained in or incorporated by reference in this Agreement continue to be true, complete and accurate in material respects. B. The DEVELOPER has carried out all of its obligations and is in compliance with all the obligations or covenants specified in this Agreement, to the extent that such obligations or covenants are required to have been carried out or are applicable at the time of the request for the Reimbursement; C. The DEVELOPER has not committed or suffered an act, event, occurrence, or circumstance that constitutes an Event of Default or that with the passage of time or giving of notice or both would constitute an Event of Default; and D. The Disbursement requested will be used solely for reimbursement of Eligible Costs identified in this Agreement and must be supported by the itemized obligations that have been properly incurred, expended and are properly chargeable in connection with Acquisition of the property and subsequent rehabilitation of the Project. 6.7 Disbursement of Funds. The disbursement of CDBG Funds shall occur within the normal course of CITY business after the CITY receives the Certification and to the extent of annually allocated and available CDBG Funds. ARTICLE 7. INSURANCE AND INDEMNITY AND BONDS Without waiver of limitation, the parties agree as follows regarding DEVELOPER Insurance and Indemnity Obligations: 7.1 Insurance and Indemnity Requirements (a) Throughout the life of the CDBG Agreement, the DEVELOPER 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 City’s Risk Manager or his/her designee at any time and in his/her sole discretion. The required policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to City, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the CDBG Agreement or any extension, the DEVELOPER 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 the developer shall be withheld until notice is received by the CITY 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 the CITY. Any failure to maintain the required insurance shall be sufficient cause for the CITY to terminate the CDBG Agreement. No action taken by the CITY pursuant to this section shall in any way relieve the developer of its responsibilities under the CDBG Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by the CITY that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtained by the DEVELOPER shall not be deemed to release or diminish the liability of the developer, including, without limitation, liability under the indemnity provisions of the CDBG Agreement. The duty to indemnify the CITY 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 the DEVELOPER. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of the DEVELOPER, vendors, suppliers, invitees, contractors, sub-contractors, consultants, or anyone employed directly or indirectly by any of them. Coverage shall be at least as broad as: (i) COMMERCIAL GENERAL LIABILITY insurance which shall be at least as broad as the most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01 and include insurance 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 of not less than the following: $2,000,000 per occurrence for bodily injury and property damage $2,000,000 per occurrence for personal and advertising injury $4,000,000 aggregate for products and completed operations $4,000,000 general aggregate applying separately to work performed under the Agreement (ii) COMMERCIAL AUTOMOBILE LIABILITY insurance which shall be at least as broad as the most current version of Insurance Service Office (ISO) Business Auto Coverage Form CA 00 01, and include coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1-Any Auto) with limits of liability of not less than $1,000,000 per accident for bodily injury and property damage. (iii) WORKERS’ COMPENSATION insurance as required under the California Labor Code. (iv) EMPLOYEE LIABILITY insurance with limits of liability of not less than $1,000,000 each accident, $1,000,000 disease policy limit and $1,000,000 diseased each employee. (v) BUILDERS RISK (Course of Construction) insurance, obtained by the DEVELOPER or subcontractor in an amount equal to the completion value of the Project with no coinsurance penalty provisions. (Only required if the project includes new construction of a building; or renovation of, or addition to, an existing building.) (vi) CONTRACTOR POLLUTION with coverage for bodily injury, property damage or pollution clean-up costs that could result from pollution condition, both sudden and gradual. Including a discharge of pollutants brought to the work site, a release of pre-existing pollutants at the site, or other pollution conditions with limits of liability of not less than the following: $1,000,000 per occurrence $2,000,000 general aggregate per annual policy period In the event the work involves any lead-based, mold or asbestos environmental hazard, either the Automobile Liability insurance policy or the Pollution Liability insurance policy shall be endorsed to include Transportation Pollution Liability insurance covering materials to be transported by the DEVELOPER pursuant to the SLFRF Agreement. In the event the work involves any lead-based environmental hazard (e.g., lead- based paint), the DEVELOPER’s Pollution Liability insurance policy shall be endorsed to include coverage for lead based environmental hazards. In the event the DEVELOPER involves any asbestos environmental hazard (e.g., asbestos remediation), the DEVELOPER’s Pollution Liability insurance policy shall be endorsed to include coverage for asbestos environmental hazards. In the event the SLFRF Agreement involves any mold environmental hazard (e.g., mold remediation), the Pollution Liability insurance policy shall be endorsed to include coverage for mold environmental hazards and “microbial matter including mold” within the definition of “Pollution” under the policy. UMBRELLA OR EXCESS INSURANCE In the event DEVELOPER 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 CITY, its officers, officials, employees, agents and volunteers. DEDUCTIBLES AND SELF-INSURED RETENTIONS DEVELOPER shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and DEVELOPER shall also be responsible for payment of any self-insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS All policies of insurance required hereunder 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 day written notice has been given to the CITY. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, the DEVELOPER shall furnish the CITY 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 the CITY, the DEVELOPER 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. The General Liability, Pollution and Automobile Liability insurance policies shall be written on an occurrence form. The General Liability, Automobile Liability and Pollution Liability insurance policies shall name the CITY, its officers, officials, agents, employees, and volunteers as an additional insured for ongoing and completed operations. All such policies of insurance shall be endorsed so the DEVELOPER’s insurance shall be primary and no contribution shall be required of the CITY. The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, officials, employees, agents, and volunteers. If the DEVELOPER maintains higher limits of liability than the minimums shown above, the CITY requires and shall be entitled to coverage for the higher limits of liability maintained by the DEVELOPER. The Builders Risk (Course of Construction) insurance policy shall be endorsed to name the CITY as loss payee. All insurance policies required including the Workers’ Compensation insurance policy shall contain a waiver of subrogation as to the City, its officers, officials, agents, employees, and volunteers. The DEVELOPER shall furnish the CITY with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the CITY’s Risk Manager or his/her designee before work commences. Upon request of the CITY, the DEVELOPER shall immediately furnish the CITY with a complete copy of any 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. In the event of a partial or total destruction by the perils insured against of any or all of the work and/or materials herein provided for at any time prior to the final completion of the Agreement and the final acceptance by the CITY of the work or materials to be performed or supplied thereunder, the DEVELOPER shall promptly reconstruct, repair, replace, or restore all work or materials so destroyed or injured at his/her sole cost and expense. Nothing herein provided for shall in any way excuse the DEVELOPER or his/her insurance company from the obligation of furnishing all the required materials and completing the work in full compliance with the terms of this Agreement. SUBCONTRACTORS If DEVELOPER subcontracts any or all of the services to be performed under this Agreement, DEVELOPER shall require, at the discretion of the CITY Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the CITY to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by CITY Risk Manager or designee. If no Side Agreement is required, DEVELOPER 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. 7.2 Indemnity To the furthest extent allowed by law, including California Civil Code section 2782, DEVELOPER shall indemnify, defend and hold harmless CITY and each of its officers, officials, employees, agents, and volunteers from any and all claims, demands, actions in law or equity, loss, liability, fines, penalties, forfeitures, interest, costs including legal fees, and damages (whether in contract, tort, or strict liability, including but not limited to personal injury, death at any time, property damage, or loss of any type) arising or alleged to have arisen directly or indirectly out of (1) any voluntary or involuntary act or omission, (2) error, omission or negligence, or (3) the performance or non-performance of this Contract . DEVELOPER'S obligations as set forth in this section 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 the willful misconduct, of CITY or any of its officers, officials, employees, agents or volunteers. To the fullest extent allowed by law, and in addition to the express duty to indemnify, DEVELOPER, whenever there is any causal connection between the DEVELOPER’s performance or non-performance of the work or services required under this Contract and any claim or loss, injury or damage of any type, DEVELOPER expressly agrees to undertake a duty to defend CITY and any of its officers, officials, employees, agents, or volunteers, as a separate duty, independent of and broader that the duty to indemnify. The duty to defend as herein agreed to by DEVELOPER expressly includes all costs of litigation, attorney’s fees, settlement costs and expenses in connection with claims or litigation, whether or not the claims are valid, false or groundless, as long as the claims could be in any manner be causally connected to DEVELOPER as reasonably determined by CITY. Upon the tender by CITY to DEVELOPER, DEVELOPER shall be bound and obligated to assume the defense of CITY and any of its officers, officials, employees, agents, or volunteers, including the a duty to settle and otherwise pursue settlement negotiations, and shall pay, liquidate, discharge and satisfy any and all settlements, judgments, awards, or expenses resulting from or arising out of the claims without reimbursement from CITY or any of its officers, officials, employees, agents, or volunteers. It is further understood and agreed by DEVELOPER that if CITY tenders a defense of a claim on behalf of CITY or any of its officers, officials, employees, agents, or volunteers and DEVELOPER fails, refuses or neglects to assume the defense thereof, CITY and its officers, officials, employees, agents, or volunteers may agree to compromise and settle or defend any such claim or action and DEVELOPER shall be bound and obligated to reimburse CITY and its officers, officials, employees, agents, or volunteers for the amounts expended by each in defending or settling such claim, or in the amount required to pay any judgment rendered therein. The defense and indemnity obligations set forth above shall be direct obligations and shall be separate from and shall not be limited in any manner by any insurance procured in accordance with the insurance requirements set forth in this Contract. In addition, such obligations remain in force regardless of whether CITY provided approval for, or did not review or object to, any insurance DEVELOPER may have procured in accordance with the insurance requirements set forth in this Contract. The defense and indemnity obligations shall arise at such time that any claim is made, or loss, injury or damage of any type has been incurred by CITY, and the entry of judgment, arbitration, or litigation of any claim shall not be a condition precedent to these obligations. The defense and indemnity obligations set forth in this section shall survive termination or expiration of this Contract. If DEVELOPER should subcontract all or any portion of the work to be performed under this Contract, DEVELOPER 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 as set forth above. 7.3 Property Insurance The DEVELOPER shall maintain in full force and effect, throughout the remaining life of this Agreement, a policy(ies) of property insurance acceptable to the CITY, covering the Project premises, with limits reflective of the value of the Project premises upon issuance of the Certificate of Completion or substantial completion of the project referenced in this agreement, including fire and Extended Comprehensive Exposure (ECE) coverage in an amount, form, substance, and quality as acceptable to the CITY’s Risk Manager. The CITY shall be added by endorsement as a loss payee thereon. 7.4 Bond Obligations The DEVELOPER or its General Contractor shall obtain, pay for and deliver good and sufficient payment and performance bonds along with a Primary Obligee, Co-Obligee or Multiple Obligee Rider in a form acceptable to the CITY from a corporate surety, admitted by the California Insurance Commissioner to do business in the State of California and Treasury-listed, in a form satisfactory to the CITY and naming the CITY as Obligee. A. The “Faithful Performance Bond” shall be at least equal to one 100 % of the DEVELOPER’s estimated construction costs as reflected in the DEVELOPER’s pro forma budget, to the guarantee faithful performance of the Project, within the time prescribed, in a manner satisfactory to the CITY, consistent with this Agreement, and that all material and workmanship will be free from original or developed defects. B. The “Payment Bond” shall be at least equal to 100 % of construction costs approved by the CITY to satisfy claims of material supplies and of mechanics and laborers employed for this Project. The bond shall be maintained by the DEVELOPER in full force and effect until the Project is completed and until all claims for materials and labor are paid and as required by the applicable provisions of Chapter 7, Title 15, Part 4, Division 3 of the California Civil Code. C. The “Material and Labor Bond” shall be at least equal to 100% of the DEVELOPER’s estimated construction costs as reflected in the DEVELOPER’s pro forma budget, to satisfy claims of material supplies and of mechanics and laborers employed for this Project. The bond shall be maintained by the DEVELOPER in full force and effect until the Project is completed, and until all claims for materials and labor are paid, released, or time barred, and shall otherwise comply with any applicable provision of the California Code. D. In lieu of the bonds required above, the CITY, in its sole discretion, may accept from the DEVELOPER an Irrevocable Standby Letter of Credit issued with the CITY named as the sole beneficiary in the amounts(s) of the bonds required above. The Standby Letter of Credit is to be issued by a bank, and in the form acceptable to the CITY. This Irrevocable Standby Letter of Credit shall be maintained by the DEVELOPER in full force and effect until the CITY is provided with a recorded Notice of Completion for the construction of the Project and shall be subject to and governed by the laws of the State of California. ARTICLE 8. DEFAULT AND REMEDIES 8.1 Events of Default. The parties agree that each of the following shall constitute an Event of Default by the DEVELOPER for purposes of this Agreement after the cure period in Section 8.2 has expired without a cure: A. The DEVELOPER’s use of CDBG Funds for costs other than Eligible Costs or other uses not permitted by the terms of this Agreement; B. The DEVELOPER’s failure to obtain and maintain the insurance coverage required under this Agreement; C. Except as otherwise provided in this Agreement, the failure of the DEVELOPER to punctually and properly perform any other covenant or agreement contained in this Agreement including without limitation the following: (1) the DEVELOPER’s material deviation in the Project as identified in this Agreement, without the CITY’s prior written consent; (2) the DEVELOPER’s use of defective or unauthorized materials or defective workmanship in pursuit of the Project; (3) the DEVELOPER’s failure to commence or complete the Project, as specified in this Agreement; (4) cessation of the Project for a period of more than fifteen consecutive days; (5) any material adverse change in the condition of the DEVELOPER or its development team, or the Project that gives the CITY reasonable cause to believe that the Project cannot be completed by the scheduled completion date according to the terms of this Agreement; (6) the DEVELOPER’s failure to remedy any deficiencies in record keeping or failure to provide records to the CITY upon the CITY’s request; (7) the DEVELOPER’s failure to comply with any federal, state or local laws or applicable CITY restrictions governing the Project, including but not limited to provisions of this Agreement pertaining to equal employment opportunity, nondiscrimination and lead-based paint; D. Any representation, warranty, or certificate given or furnished by or on behalf of the DEVELOPER shall prove to be materially false as of the date of which the representation, warranty, or certification was given, or that the DEVELOPER concealed or failed to disclose a material fact to the CITY, provided, however, that if any representation, warranty, or certification that proves to be materially false is due merely to the DEVELOPER’s inadvertence, the DEVELOPER shall have a thirty day opportunity after written notice thereof to cause such representation, warranty, or certification to be true and complete in every respect; E. The DEVELOPER shall file, or have filed against it, a petition of bankruptcy, insolvency, or similar law, state or federal, or shall file any petition or answer seeking, consenting to, or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief, and such petition shall not have been vacated within ninety (90) days; or shall be adjudicated bankrupt or insolvent, under any present or future statute, law, regulation, under state or federal law, and such judgment or decree is not vacated or set aside within ninety (90) days; F. The DEVELOPER’s failure, inability or admission in writing of its inability to pay its debts as they become due or the DEVELOPER assignment for the benefit of creditors; G. A receiver, trustee, or liquidator shall be appointed for the DEVELOPER or any substantial part of the DEVELOPER’s assets or properties, and not be removed within ten (10) days; H. The DEVELOPER’s breach of any other material condition, covenant, warranty, promise or representation contained in this Agreement not otherwise identified within this Section. I. Any substantial or continuous breach by the DEVELOPER of any material obligation owned by the DEVELOPER imposed by any other agreement with respect to the financing, of the Project, whether or not the CITY is a party to such agreement after expiration of all notice and cure periods contained within such document. 8.2 Notice of Default and Opportunity to Cure. The CITY shall give written notice to the DEVELOPER of any Event of Default by specifying: (1) the nature of the event or deficiency giving rise to the default; (2) the action required to cure the deficiency, if any action to cure is possible, and (3) a date, which shall not be less than the lesser of any time period provided in this Agreement, any time period provided for in the notice, or thirty calendar days from the date of the notice, by which such deficiency must be cured, provided that if the specified deficiency or default cannot reasonably be cured within the specified time, with the CITY’s written consent, the DEVELOPER shall have an additional reasonable period to cure so long as it commences cure within the specified time and thereafter diligently pursues the cure in good faith. The CITY acknowledges and agrees that the DEVELOPER shall have the right to cure any defaults hereunder and that notice, and cure rights hereunder shall extend to any and all partners of the DEVELOPER that are previously identified in writing delivered to the CITY in the manner provided in this Agreement. 8.3 Remedies Upon an Event of Default. Upon the happening of an Event of Default and a failure to cure said Event of Default within the time specified, the CITY’s obligation to disburse CDBG Funds shall terminate. The CITY may also at its option and without notice institute any action, suit, or other proceeding in law, in equity or otherwise, which it shall deem necessary or proper for the protection of its interests and may without limitation proceed with any or all of the following remedies in any order or combination that the CITY may choose in its sole discretion: A. Terminate this Agreement immediately upon written notice; B. Bring an action in equitable relief: (1) seeking specific performance of the terms and conditions of this Agreement, and/or (2) enjoining, abating or preventing any violation of said terms and conditions, and/or (3) seeking declaratory relief; C. Pursue any other remedy allowed by law or in equity or under this Agreement; and ARTICLE 9. GENERAL PROVISIONS. Without waiver of limitation, the parties agree that the following general provisions shall apply in the performance hereof: 9.1 Amendments. No modification or amendment of any provision of this Agreement shall be effective unless made in writing and signed by the parties hereto. The CITY recognizes that other Project funders and equity investors may require revisions to the Loan Documents to be consistent with their funding and investing requirements. The CITY agrees to reasonably consider and negotiate as to any reasonable amendments to this Agreement to address such requirements, subject to any necessary City Council approval and approval as to form by the City Attorney. 9.2 Attorney's Fees. If either party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing party will be entitled to recover from the other party its reasonable attorney's fees and legal expenses. 9.3 Binding on All Successors and Assigns. Unless otherwise expressly provided in this Agreement, all the terms and provisions of this Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective heirs, successors, assigns, and legal representatives. 9.4 Counterparts. This Agreement may be executed in counterparts, each of which when executed and delivered will be deemed an original, and all of which together will constitute one instrument. The execution of this Agreement by any party hereto will not become effective until counterparts hereof have been executed by all parties hereto. 9.5 Disclaimer of Relationship. Nothing contained in this Agreement, nor any act of the CITY or of the DEVELOPER, or of any other person, shall in and by itself be deemed or construed by any person to create any relationship of third-party beneficiary, or of principal and agent, of limited or general partnership, or of joint venture. 9.6 Discretionary Governmental Actions. Certain planning, land use, zoning and other permits and public actions required in connection with the Project including, without limitation, the approval of this Agreement, the environmental review and analysis under NEPA or any other statute, and other transactions contemplated by this Agreement are discretionary government actions. Nothing in this Agreement obligates the CITY or any other governmental entity to grant final approval of any matter described herein. Such actions are legislative, quasi-judicial, or otherwise discretionary in nature. The CITY cannot take action with respect to such matters before completing the environmental assessment of the Project under NEPA and any other applicable statutes. The CITY cannot and does not commit in advance that it will give final approval to any matter. The CITY shall not be liable, in contract, law or equity, to the DEVELOPER or any of its executors, administrators, transferees, successors-in-interest or assigns for any failure of any governmental entity to grant approval on any matter subject to discretionary approval. 9.7 Effective Date. This Agreement shall be effective upon the date first above written, upon the CITY and the DEVELOPER’s complete execution following City Council approval. 9.8 Entire Agreement. This Agreement represents the entire and integrated agreement of the parties. This Agreement supersedes all prior negotiations, representations or agreements, either written or oral. 9.9 Exhibits. Each exhibit and attachment referenced in this Agreement is, by reference, incorporated into and made a part of this Agreement. 9.10 Expenses Incurred Upon Event of Default. The DEVELOPER shall reimburse the CITY for all reasonable expenses and costs of collection and enforcement, including reasonable attorney's fees, incurred by the CITY as a result of one or more Events of Default by the DEVELOPER under this Agreement. 9.11 Governing Law and Venue. Except to the extent preempted by applicable federal law, the laws of the State of California shall govern all aspects of this Agreement, including execution, interpretation, performance, and enforcement. Venue for filing any action to enforce or interpret this Agreement will be Fresno, California. 9.12 Headings. The headings of the articles, sections, and paragraphs used in this Agreement are for convenience only and shall not be read or construed to affect the meaning or construction of any provision. 9.13 Interpretation. This Agreement in its final form is the result of the combined efforts of the parties. Any ambiguity will not be construed in favor or against any party, but rather by construing the terms in accordance with their generally accepted meaning. 9.14 No Assignment or Succession. The DEVELOPER shall not sell, transfer, assign or otherwise dispose of all or a material part of any interest it might hold in the Property without the prior written consent of the CITY, which consent shall not be unreasonably withheld or delayed. 9.15 No Third-Party Beneficiary. No contractor, subcontractor, mechanic, materialman, laborer, vendor, or other person hired or retained by the DEVELOPER shall be, nor shall any of them be deemed to be, third-party beneficiaries of this Agreement, but each such person shall be deemed to have agreed: (a) that they shall look to the DEVELOPER as their sole source of recovery if not paid, and (b) except as otherwise agreed to by the CITY and any such person in writing, they may not enter any claim or bring any such action against the CITY under any circumstances. Except as provided by law, or as otherwise agreed to in writing between the CITY and such person, each such person shall be deemed to have waived in writing all right to seek redress from the CITY under any circumstances whatsoever. 9.16 No Waiver. Neither failure nor delay on the part of the CITY in exercising any right under this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise of any such right preclude any further exercise thereof or the exercise of any other right. No waiver of any provision of this Agreement or consent to any departure by the DEVELOPER therefrom shall be effective unless the same shall be in writing, signed on behalf of the CITY by a duly authorized officer thereof, and the same shall be effective only in the specific instance for which it is given. No notice to or demand on the DEVELOPER in any case shall entitle the DEVELOPER to any other or further notices or demands in similar or other circumstances or constitute a waiver of any of the CITY's right to take other or further action in any circumstances without notice or demand. 9.17 Nonreliance. The DEVELOPER hereby acknowledges having obtained such independent legal or other advice as it has deemed necessary and declares that in no manner has it relied on the CITY, its agents, employees or attorneys in entering into this Agreement. 9.18 Notice. Any notice to be given to either party under the terms of this Agreement shall be given by certified United States mail, postage prepaid, return receipt requested, at the addresses specified below, or at such other addresses as may be specified in writing by the parties. If to the CITY: City of Fresno Community Development Division 2600 Fresno Street, Room 3065 Fresno, CA 93721-3605 If to DEVELOPER: Fresno Quality Homekey, LP Attn: Up Holdings California, LLC 7370 N. Lincoln Avenue, Suite A Lincolnwood, IL 600712 9.19 Precedence of Documents. In the event of any conflict between the body of this Agreement and any exhibit or attachment hereto, the terms and conditions of the body of this Agreement will control. 9.20 Recording of Documents. The DEVELOPER agrees to cooperate with the CITY and execute any documents required, promptly upon the CITY’s request, and to promptly effectuate the recordation of this Agreement, the Declaration of Restrictions, the Deed of Trust, and any other documents/instruments that the CITY requires to be recorded, in the Official Records of Fresno County, California, consistent with this Agreement. 9.21 Remedies Cumulative. All powers and remedies given by this Agreement shall be cumulative and in addition to those otherwise provided by law. 9.22 Severability. The invalidity, illegality, or un-enforceability of any one or more of the provisions of this Agreement shall not affect the validity, legality, or enforceability of the remaining provisions hereof or thereof. [SIGNATURE PAGE TO FOLLOW] EXHIBIT “A” LEGAL DESCRIPTION EXHIBIT “B” PROJECT DESCRIPTION AND SCHEDULE I. PROJECT DESCRIPTION The Fresno Quality Homekey Project consists of the rehabilitation of the former Quality Inn Motel located at 6051 N. Thesta Street, Fresno, CA 93710 (APN: 409-200- 43), and includes on/off-site improvements. The existing motel units will be converted into 58 studio apartment units available to Qualifying Populations as identified in HUD Notice CPD-21-10, issued on September 13, 2021, and one unit reserved for on-site manager unit for a total of 59 units. Nine units will be ADA accessible. CDBG funds will be made available to the DEVELOPER by the CITY for payment of eligible costs of property acquisition in the amount not to exceed Four Million Two Hundred Fifty Thousand One Hundred Sixty-Four Dollars and 76/100 ($4,250,164.76). II. PROJECT SCHEDULE A. Project Property Acquisition: February 28, 2024 B. Commencement of Rehabilitation: March 1, 2024 C. Rent Up Completion: January 31, 2025 EXHIBIT “C” PROJECT BUDGET EXHIBIT “D” EXEMPLAR DECLARATION OF RESTRICTIONS Recorded at the Request of and When Recorded Return to: City of Fresno Community Development Division 2600 Fresno Street, Room 3065 Fresno, CA 93721-3605 (SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY) The document is exempt from the payment of a recording fee in accordance with Government Code Sections 6103 and 27383. APN: APN: 409-200-43 DECLARATION OF RESTRICTIONS THIS DECLARATION OF RESTRICTIONS (Declaration) is executed as of this _____ day of November 2023, by Fresno Quality Homekey, LP, a California limited partnership (DECLARANT), in favor of the CITY OF FRESNO, a California municipal corporation (CITY). WHEREAS, the DECLARANT is the owner of the real estate in the county of Fresno, California, located at 6051 N. Thesta Street, Fresno, CA 93710, (APN: 409-200-43), which is more particularly described in EXHIBIT “A” – Property Description, attached hereto and made a part hereof, including the improvements thereon (Property); and WHEREAS, pursuant to a certain City of Fresno Community Development Block Grant Agreement dated November __, 2023, incorporated herein by reference (CDBG Agreement) and instruments referenced therein, DECLARANT agrees to utilize, the CITY agrees to provide, certain CDBG funds from the United States Department of Housing and Urban Development (HUD), to DECLARANT and DECLARANT agrees to rehabilitate the former Quality Inn Motel into 59 rental housing units of which 58 Units will be required to be occupied by Low-Income Households at affordable rents, subject to the terms and conditions set forth in the CDBG Agreement for households earning 80%, or below, of the area median income for the Fresno Metropolitan Statistical Area (FMSA). WHEREAS, these restrictions are intended to bind the DECLARANT, and all purchasers of the Property and their successors. NOW THEREFORE, DECLARANT declares that the Property is held and will be held, transferred, encumbered, used, sold, conveyed and occupied subject to the covenants, restrictions, and limitations set forth in this Declaration, all of which are declared and agreed to be in furtherance of the Project. All of the restrictions, covenants and limitations will run with the land and will be binding on all parties having or acquiring any right, title or interest in the Property or any part thereof, will inure to the benefit of the CITY, and will be enforceable by it. Any purchaser under a contract of sale covering any right, title or interest in any part of the Property, by accepting a deed or a contract of sale or agreement of purchase, accepts the document subject to, and agrees to be bound by, any and all restrictions, covenant, and limitations set forth in this Declaration commencing on the date the DECLARANT is notified by the CITY that the Affordable Unit Household information has been entered into HUD’s Integrated Disbursement and Information System (IDIS) as provided in the CDBG Agreement, constituting the commencement of the fifty-five year Affordability Period. 1. Declarations. DECLARANT hereby declares that the Property is and shall be subject to the covenants and restrictions hereinafter set forth, all of which are declared to be in furtherance of the Project and the CDBG Agreement and are established and agreed upon for the purpose of enhancing and protecting the value of the Property and in consideration of the CITY entering into the CDBG Agreement with the DECLARANT. 2. Restrictions. The following covenants and restrictions on the use and enjoyment of the Property shall be in addition to any other covenants and restrictions affecting the Property, and all such covenants and restrictions are for the benefit and protection of the CITY and shall run with the Property and be binding on any future owners of the Property and inure to the benefit of and be enforceable by CITY. These covenants and restrictions are as follows: a. The DECLARANT for itself and its successor(s) on title covenants and agrees that from the date the Project is entered into IDIS as complete, until the expiration of the Affordability Period, it shall cause the Affordable Housing Units to be used as rental affordable housing to Low-Income Households with an income of 80%, or less, of area median income. The DECLARANT further agrees to file a recordable document setting forth the Project Completion Date when determined by the CITY. Unless otherwise provided in the Agreement, the term Affordable Housing shall include, without limitation, compliance with the following requirements: i. Nondiscrimination. There shall be no discrimination against nor segregation of any persons or group of persons on account of race, color, creed, religion, sex, marital status, national origin, ancestry, or handicap in the sale, transfer, use, occupancy, tenure, or enjoyment of any of the Property, nor shall DECLARANT establish or permit any practice of discrimination or segregation with reference to the selection, location, number, use or occupancy of owners or vendees of the Project and/or Property. ii. Principal Residence. The Affordable Units upon the Project Property shall be leased only to eligible natural persons, who shall occupy the Affordable Housing Units as the tenants’ principal place of residence. The forgoing requirement that the tenant of unit occupy the unit as their principal residence does not apply to (i) persons, other than natural persons, who acquire the Project Property or portion thereof by foreclosure or deed in lieu of foreclosure; or HUD qualified entities that acquire the Property or portion thereof with the consent of the CITY. iii. Household Income Requirements. Fifty-eight Housing Units constituting the Project Property shall be conveyed only to a natural person(s) whose annual Household income at the time of rental is not greater than 80% of the most recent annual median income calculated and published by HUD for the FMSA applicable to such household’s size. Item (a) above is hereinafter referred to as the Covenant and Restriction. 3. Enforcement of Restrictions. Without waiver or limitation, the CITY shall be entitled to injunctive or other equitable relief against any violation or attempted violation of any Covenant and Restriction. 4. Acceptance and Ratification. All present and future owners of the Property and other persons claiming by, through, or under them shall be subject to and shall comply with the Covenant and Restriction. The acceptance of a deed of conveyance to the Property shall constitute an agreement that the Covenant and Restriction, as may be amended or supplemented from time to time, are accepted and ratified by future owners, tenant or occupant, and such Covenant and Restriction shall be a covenant running with the land and shall bind any person having at any time any interest or estate in the Property, all as though such Covenant and Restriction was recited and stipulated at length in each and every deed, conveyance, mortgage or lease thereof. Notwithstanding the foregoing, upon foreclosure by a lender or other transfer in lieu of foreclosure, or assignment of an FHA-insured mortgage to HUD, the Affordability Period shall be terminated unless the foreclosure or other transfer in lieu of foreclosure or assignment recognizes any contractual or legal rights of public agencies, nonprofit sponsors, or others to take actions that would avoid the termination of low-income affordability. However, the requirements with respect to Affordable Unit shall be revived according to their original terms, if during the original Affordability Period, the owner of record before the foreclosure or other transfer, or any entity that includes the former owner of those with whom the former owner has or had formally, family or business ties, obtains an ownership interest in the Project or the Property, the Affordability Period shall be revived according to its original terms. 5. Benefit. This Declaration shall run with and bind the Property for a term commencing on the date Project information is entered into IDIS as complete, until the expiration of the 55-year Affordability Period. The failure or delay at any time of CITY and/or any other person entitled to enforce this Declaration shall in no event be deemed a waiver of the same, or of the right to enforce the same at any time or from time to time thereafter, or an estoppel against the enforcement thereof. 6. Costs and Attorney’s Fees. In any proceeding arising because of failure of DECLARANT or any future owner of the Property to comply with the Covenant and Restriction required by this Declaration, as may be amended from time to time, the CITY shall be entitled to recover its respective costs and reasonable attorney’s fees incurred in connection with such default or failure. 7. Waiver. Neither DECLARANT nor any future owner of the Property may exempt itself from liability for failure to comply with the Covenant and Restriction required in this Declaration; provided however, that upon the transfer of the Property, the transferring owner may be released from liability hereunder, upon the CITY’s written consent of such transfer, which consent shall not be unreasonably withheld, conditioned, or delayed. 8. Severability. The invalidity of the Covenant and Restriction or any other covenant, restriction, condition, limitation, or other provision of this Declaration shall not impair or affect in any manner the validity, enforceability, or effect of the rest of this Declaration and each shall be enforceable to the greatest extent permitted by law. 9. Pronouns. Any reference to the masculine, feminine, or neuter gender herein shall, unless the context clearly requires the contrary, be deemed to refer to and include all genders. Words in the singular shall include and refer to the plural, and vice versa, as appropriate. 10. Interpretation. The captions and titles of the various articles, sections, subsections, paragraphs, and subparagraphs of this Declaration are inserted herein for ease and convenience of reference only and shall not be used as an aid in interpreting or construing this Declaration or any provision hereof. 11. Amendment. No amendment or modification of this Declaration shall be permitted without the prior written consent of the CITY and DECLARANT. 12. Recordation. DECLARANT acknowledges that this Declaration will be filed of record in the Office of the Recorder of County of Fresno, State of California. 13. Capitalized Terms. All capitalized terms used in this Declaration, unless otherwise defined herein, shall have the meanings assigned to such terms in the CDBG Agreement. 14. Headings. The headings of the articles, sections, and paragraphs used in this Declaration are for convenience only and shall not be read or construed to affect the meaning or construction of any provision. 15. DECLARANT LIABILITY. The DECLARANT shall not have any personal liability for the obligations under this Declaration. The sole recourse of the CITY shall be exercised by its rights against the Property pursuant to the Deed of Trust and Lender shall have no right to seek or recover any deficiency amount from DECLARANT. /// IN WITNESS WHEREOF, DECLARANT has executed this Declaration of Restrictions on the date first written above. DECLARANT: FRESNO QUALITY HOMEKEY, a limited partnership By: Name: Title: (Attach notary certificate of acknowledgment) Date: By: Name: Title: (Attach notary certificate of acknowledgment) Date: Cullen J Davis Manager 11/14/2023 EXHIBIT “A” Legal Description To Declaration of Restrictions EXHIBIT “F” - PROMISSORY NOTE DO NOT DESTROY THIS NOTE: When paid, this note must be surrendered to the Borrower for Cancellation. ______________________________________________________________________ PROMISSORY NOTE Secured by Deed of Trust Loan Amount: $4,250,164.76 Date: ________________ Fresno, California For value received, the undersigned, Fresno Quality Homekey, LP, a California limited partnership (Borrower), promises to pay to the order of the City of Fresno, a California municipal corporation, (Lender), the sum of Four Million Two Hundred Fifty Thousand One Hundred Sixty-Four Dollars and 76/100 ($4,250,164.76), to the extent that such funds are loaned to the Borrower, with interest on the unpaid principal balance running from the date of disbursement with simple interest at the rate of 2% annually in accordance with the Community Development Block Grant Program Agreement dated _______, 2023, entered into between the Lender and BORROWER, (Agreement), with the balance of principal and interest due and payable on or before the earlier of (i) the Borrower’s uncured default under the Agreement with respect to the Project, and (ii) 55 years from the date of this Note, (Maturity Date), on which date the unpaid balance of principal with unpaid interest thereon shall be due and payable, along with attorney’s fees and costs of collection, and without relief from valuation and appraisement laws. This is a Residual Receipts Note. Principal and interest payments equal to 20% of 100% of annual Residual Receipts, to the extent that Residual Receipts exist and are itemized in audited financial statements supplied to Lender with each payment hereunder, shall be due one hundred eighty days following the end of the year in which the Project converts to its permanent phase under the Financing, and said payment continues each successive year thereafter until the Maturity Date, upon which all principal and interest shall be due and payable (prorated amounts to be paid for the first and last year of the Note). Any failure to make a payment required hereunder within ten days after such payments are due shall constitute a default under the Agreement with respect to the Project and this Note. It shall not be a default hereunder if no payment was made because Project Residual Receipts did not exist for any particular year. Additionally, any failure to timely submit to Lender audited financial statements within 30 days after such financial statements are due shall constitute a default under the Agreement with respect to the Project and Note. Residual Receipts means in each operating year after the conversion of the Project financing to its permanent phase, 100% of the sum of: (i) all cash received by the Project from (A) rents, lease payments, and all sources generally considered in the apartment industry to be “other income” (which does not include payments for optional services provided by the Borrower), (B) payments from HUD under a Housing Assistance Program Section 8 Contract to the Project, if any, and excluding (a) tenant security or other deposits required by law to be segregated, and (b) interest on reserves not available for distribution, and (ii) the net proceeds of any insurance (including rental interruption insurance), other than fire and extended coverage and title insurance, to the extent not reinvested, less the sum of: (i) all payments on account of any loans (including unpaid principal and accrued reasonable interest) made for the benefit of the Project by the Borrowers, (ii) contributions to any prudent and reasonable cash reserves for working capital, capital expenditures, repairs, replacements and anticipated expenditures, in such amounts as may be reasonably required by the lenders to the Project for the operation of the Project not to exceed the amount required by the Project’s permanent lender, annually adjusted in proportion to the average increase of the following indices (a) the United States Bureau of Labor Statistics for Hourly Wage Rates of all workers in manufacturing, and (b) of all Commodity Wholesale Prices, said indices shall be re-defined to the mutual satisfaction of the parties in the event of change in form and basis of indices, all increases shall use the indices for calendar year 2010 as their base; and (iii) the payment of principal and interest, and any associated fees, expenses, and costs, with respect to the Financing. Operating Expenses means actual, reasonable and customary (for comparable quality, newly constructed rental housing developments in Fresno County) costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance and management of the Affordable Project in a calendar year, including, without limitation: painting, cleaning, repairs, alterations, landscaping, utilities, refuse removal, certificates, permits and licenses, sewer charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services, cleaning and building supplies, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings which are not paid from the capital replacement reserve, fees and expenses of property management and common area expenses, fees and expenses of accountants, attorneys and other professionals, the cost of social services, repayment of any completion or operating loans including any and all deferred contractor’s fees per the Budget, made to the Borrower, its successors or assigns, and other actual operating costs and capital costs which are incurred and paid by the Borrower, but which are not paid from reserve accounts. All capitalized terms used in this Note, unless otherwise defined, will have the respective meanings specified in the Agreement. In addition, as used in this Note, the following terms will have the following meanings: Business Day means any day other than Saturday, Sunday, or public holiday or the equivalent for banks generally under the laws of California. Whenever any payment to be made under this Note is stated to be due on a day other than a Business Day, that payment may be made on the next succeeding Business Day. Note Maturity Date means 55 years from the Note date. This Note, and any extensions or renewals hereof, is secured by a Deed of Trust and Assignment of Rents, on real estate in Fresno County, California, that provides for acceleration upon stated events, dated as of the same date as this Note, and executed in favor of and delivered to the Lender (Deed of Trust), insured as no worse than a 3rd position lien on the Property. Time is of the essence. It will be a default under this Note if the Borrower defaults under the Agreement, any other Loan Document with the Lender, or this Note and such default continues beyond the notice and cure period as provided in such documents. In the event of a default by the Borrower with respect to any sum payable under this Note and the failure to cure such default within ten days, the Borrower shall pay a late charge equal to the lesser of two percent of any outstanding payment or the maximum amount allowed by law. All payments collected shall be applied first to payment of any costs, fees or other charges due under this Note or any other Loan Documents then to the interest and then to principal balance. On the occurrence of an uncured default or on the occurrence of any other event that under the terms of the Loan Documents give rise to the right to accelerate the balance of the indebtedness, then, at the option of Lender, this Note or any notes or other instruments that may be taken in renewal or extension of all or any part of the indebtedness will immediately become due without any further presentment, demand, protest, or notice of any kind. The Lender acknowledges and agrees that it shall send notice of any default hereunder to the limited partners of the Borrower and shall accept any cure offered by such limited partners on the same basis as it would accept a cure from the Borrower. The indebtedness evidenced by this Note may, at the option of the Borrower, be prepaid in whole or in part without penalty. The Lender will apply all the prepayments first to the payment of any costs, fees, late charges, or other charges due under this Note or under any of the other Loan Documents and then to the interest and then to the principal balance. All Loan payments are payable in lawful money of the United States of America at any place that the Lender or the legal holders of this Note may, from time to time, in writing designate. The Borrower agrees to pay all costs including, without limitation, reasonable attorney fees, incurred by the holder of this Note in the successful enforcement of payment, whether or not suit is filed, and including, without limitation, all costs, reasonable attorney fees, and expenses incurred by the holder of this Note in connection with any bankruptcy, reorganization, arrangement, or other similar proceedings involving the Borrower that in any way affects the exercise by the holder of this Note of its rights and remedies under this Note. All costs incurred by the holder of this Note in any action undertaken to obtain relief from the stay of bankruptcy statutes are specifically included in those costs and expenses to be paid by the Borrower. Any notice, demand, or request relating to any matter set forth herein shall be in writing and shall be given as provided in the Agreement. No delay or omission of the Lender in exercising any right or power arising in connection with any default will be construed as a waiver or as acquiescence, nor will any single or partial exercise preclude any further exercise. The Lender may waive any of the conditions in this Note and no waiver will be deemed to be a waiver of the Lender’s rights under this Note, but rather will be deemed to have been made in pursuance of this Note and not in modification. No waiver of any default will be construed to be a waiver of or acquiescence in or consent to any preceding or subsequent default. The Deed of Trust provides as follows: Except as provided herein or in the Agreement, if the Trustor/Grantor shall sell, convey or alienate said property, or any part thereof, or any interest therein, or shall be divested of his title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Beneficiary being first had and obtained, Beneficiary shall have the right, at its option, except as prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any Note evidencing the same, immediately due and payable. The Lender may transfer this Note and deliver to the transferee all or any part of the Property then held by it as security under this Note, and the transferee will then become vested with all the powers and rights given to Lender; and Lender will then be forever relieved from any liability or responsibility in the matter, but Lender will retain all rights and powers given by this Note with respect to Property not transferred. If any one or more of the provisions in this Note is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This Note will be binding on and inure to the benefit of the Borrower, the Lender, and their respective successors and assigns. The Borrower and the Lender agree that this Note will be deemed to have been made under and will be governed by the laws of California in all respects, including matters of construction, validity, and performance, and that none of its terms or provisions may be waived, altered, modified, or amended except as the Lender and the Borrower may consent to in a writing duly signed by the Borrower or the Lender or its authorized agents. This Note shall be nonrecourse to the Borrower and all its constituent members and may be prepaid at any time without penalty. Neither the Borrower nor any of its general and limited partners shall have any personal liability for repayment of the Loan. The sole recourse of the Lender under the Loan Documents for repayment of the Loan shall be the exercise of its rights against the Property pursuant to the Deed of Trust and the Lender shall have no right to seek or recover any deficiency amount from the Borrower or any partner of the Borrower. // IN WITNESS WHEREOF, Borrower has caused this Promissory Note to be executed as of the date and year first above written. FRESNO QUALITY HOMEKEY, a limited partnership By: Date: Name: Title: ______ (Attach notary certificate of acknowledgment) By: Date: Name: Title: ______ (Attach notary certificate of acknowledgment) Cullen J Davis Manager 11/14/2023 EXHIBIT “G” EXEMPLAR DEED OF TRUST Recorded at the Request of and When Recorded Return to: City of Fresno Community Development Division 2600 Fresno Street, Room 3065 Fresno, CA 93721-3605 (SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY) TITLE ORDER NO.___________________ ESCROW NO._______________________ A.P.N.: 409-200-43 DEED OF TRUST THIS DEED OF TRUST (Deed of Trust) made this __ day of ______, 2023, by and between FRESNO QUALITY HOMEKEY, LP (Borrower), Old Republic Title Company, a California Corporation (Trustee), and the City of Fresno, a Municipal Corporation organized and existing under the laws of the State of California whose address is 2600 Fresno Street, Fresno, California 93721 (Beneficiary and Lender). The Borrower, in consideration of the indebtedness herein recited and the trust herein created, does irrevocably grant and convey to the Trustee, in trust, with power of sale, all the Borrower’s right, title, and interest now owned or hereafter acquired in the real property (Land) known as 6051 N. Thesta Street, Fresno, CA 93710 (APN: 409-200-43), located in Fresno County, California and more particularly described in the Attached Exhibit A, incorporated by reference (Borrower agrees that any greater to the Land later acquired during the term of this Deed of Trust will be subject to this Deed of Trust), together with the rents, issues, and profits, subject however, to the right, power, and authority granted and conferred on the Borrower in this Deed of Trust to collect and apply the rents, issues, and profits; and The Borrower also irrevocably grants, transfers, and assigns to Trustee, in trust, with power of sale, all of the Borrower’s right, title and interest now owned or later acquired to the following property (including the rights or interests pertaining to the property) located at the Property: (1) All buildings (Buildings) and improvements now or later on the land and all easements, rights, appurtenances, water and water rights, minerals and mineral rights; all machinery, equipment, appliances, and fixtures for the generation or distribution of air, water, heat, electricity, light, fuel, or refrigeration or for ventilating or sanitary purposes or for the exclusion of vermin or insects or for the removal of dust, refuse, or garbage; all wall safes, built-in furniture, and installations, window shades and blinds, light fixtures, fire hoses and brackets, screens, linoleum, carpets, furniture, furnishings, fixtures, plumbing, laundry tubs and trays, refrigerators, heating units, stoves, water heaters, incinerators, and communication systems and installations for which any Building is specially designed; all of these item, whether now or later installed, being declared to be for all purposes of this Deed of Trust a part of the Land, the specific enumerations in this Deed of Trust not excluding the general; (2) The rents, issues, profits, and proceeds relating to the foregoing; and (3) The Property to the extent not included on clauses (1) and (2) above. TO SECURE, in order of priority that Beneficiary determines: (1) Payment of the indebtedness evidenced by a note of the Borrower of even date with this Deed of Trust in the principal amount of Four Million Two Hundred Fifty Thousand One Hundred Sixty-Four Dollars and 76/100 ($4,250,164.76) (Note), payable to Beneficiary or order, and all extensions, modifications, or renewals of that note; (2) Payment of the interest on that indebtedness according to the terms of the Note; (3) Payment of all other sums (with interest as provided herein) becoming due and payable to Beneficiary or Trustee pursuant to the terms of this Deed of Trust; (4) Performance of every obligation contained in this Deed of Trust, the Note, the Community Development Block Grant Program Agreement dated the ______ day of _______, 2023, and its related documents, the Declaration of Restrictions dated the ___ day of ______, 2023, any instrument now or later evidencing or securing any indebtedness secured by this Deed of Trust, and any agreements, supplemental agreements, or other instruments of security executed by the Borrower as of the same date of this Deed of Trust or at any time subsequent to the date of this Deed of Trust for the purpose of further securing any indebtedness amending this Deed of Trust or any instrument secured by this Deed of Trust (collectively the Loan Documents); and (5) Payment of all other obligations owed by the Borrower to the Beneficiary that by their terms recite that they are secured by this Deed of Trust, including those incurred as primary obligor or as guarantor. The Borrower covenants that the Borrower is lawfully seized of the estate hereby conveyed and has the right to grant and convey the Property, and that the Property is unencumbered except for encumbrances of record. The Borrower covenants that the Borrower will forever warrant and will defend the grant made in this Deed of Trust against all claims and demands, subject to encumbrances of record. The Borrower covenants that the Borrower will maintain and preserve the lien of this Deed of Trust until all the indebtedness under the Note is paid in full. The Borrower represents and warrants to the Beneficiary that as of the date of this Deed of Trust the Borrower is a validly existing, and in good standing under the laws of the State of California and is qualified to do business in California; that the Borrower has the requisite power and authority to own, develop, and operate the property; and that the Borrower is in compliance with all laws, regulations, ordinances, and orders of public authorities applicable to it. The Borrower represents and warrants to the Beneficiary that as of the date of this Deed of Trust the execution, delivery, and performance by the Borrower and the borrowings evidenced by the Note are within the power of the Borrower; have been duly authorized by all requisite corporate or partnership actions, as appropriate; has received all necessary governmental approvals; and will not violate any provision of law, any order of any court or agency of government, the charter documents of the Borrower, or any indenture, agreement, or any other instrument to which the Borrower is a party or by which the Borrower or any of it property is bound, nor will they conflict with, result in a breach of, or constitute (with due notice and lapse of time) a default under any indenture, agreement, or other instrument, or result in the creation or imposition of any lien, charge, or encumbrance of any nature on any of the property or assets of the Borrower, except as contemplated by the provisions of the Loan Documents; and each of the Loan Documents, when executed and delivered to the Beneficiary, will constitute a valid obligation, enforceable in accordance with its terms. The Borrower represents and warrants to the Beneficiary that as of the date of this Deed of Trust that the Property is not used principally for agricultural or grazing purposes; that the Borrower is engaged in the development and operation of Improvements to the Property; and that the principal purpose of the Loan is the rehabilitation and/or the operation of the Improvements to the Property. UNIFORM COVENANTS. The Borrower and the Lender covenant and agree as follows: 1. Payment of Principal. The Borrower shall promptly pay when due the principal indebtedness evidenced by the Note. 2. Hazard Insurance. The Borrower, at its sole cost and expense, for the mutual benefit of the Borrower and Beneficiary, shall keep the improvements now existing or hereafter erected on the Property insured against loss by fire, hazards included within the term "extended coverage", and such other hazards as Lender may require and, in such amounts, and for such periods as Lender may require as set forth in the CDBG Agreement referenced above. The insurance carrier providing the insurance shall be chosen by the Borrower subject to approval by the Lender; provided that such approval shall not be unreasonably withheld. All insurance policies and renewals thereof shall be in a form acceptable to the Lender and shall include a standard mortgage clause in favor of and in a form acceptable to the Lender. The Lender shall have the right to hold the policies and renewals thereof, subject to the terms of any mortgage, deed of trust or other security agreement with a lien which has priority over this Deed of Trust. In the event of loss, the Borrower shall give prompt notice to the insurance carrier and the Lender. The Lender may make proof of a loss if not made promptly by the Borrower. If the Property is abandoned by the Borrower, or if the Borrower fails to respond to the Lender within 30 days from the date notice is mailed by the Lender to the Borrower that the insurance carrier offers to settle a claim for insurance benefits, the Lender is authorized to collect and apply the insurance proceeds at Lender's option either to restoration or repair of the Property or to the sums secured by this Deed of Trust. 3. Preservation and Maintenance of Property. Leaseholds; Condominiums; Planned Unit Developments. The Borrower shall keep the Property in good repair and shall not commit waste or permit impairment or deterioration of the Property and shall comply with the provisions of any lease if this Deed of Trust is on a leasehold. If this Deed of Trust is on a unit in a condominium or a planned unit development, the Borrower shall perform all of the Borrower's obligations under the declaration or covenants creating or governing the condominium or planned unit development, the by-laws and regulations of the condominium or planned unit development, and constituent documents. The Borrower shall not permit overcrowded conditions to exist as defined by the U.S. Department of Housing and Urban Development. 4. Protection of Lender's Security. If Borrower fails to perform the covenants and agreements contained in this Deed of Trust, or if any action or proceeding is commenced which materially affects Lender's interest in the Property, then the Lender, at the Lender's option, upon notice to the Borrower, may make such appearances, disburse such sums, including reasonable attorney's fees, and take such action as is necessary to protect the Lender's interest. If the Lender requires mortgage insurance as a condition of making the loan secured by this Deed of Trust, the Borrower shall pay the premiums required to maintain such insurance in effect until such time as the requirement for such insurance terminates in accordance with the Borrower's and the Lender's written agreement or applicable laws. Any amounts disbursed by the Lender pursuant to this Paragraph 4 shall become additional indebtedness of the Borrower secured by this Deed of Trust. Unless the Borrower and the Lender agree to other terms of payment, such amounts shall be payable upon notice from the Lender to the Borrower requesting payment thereof. Nothing contained in this paragraph 4 shall require the Lender to incur any expense or take any action hereunder. 5. Inspection. The Lender may make or cause to be made reasonable entries upon and inspections of the Property, provided that the Lender shall provide the Borrower notice prior to any such inspection specifying reasonable cause therefore related to the Lender's interest in the Property. 6. Condemnation. The proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation or other taking of the Property, or part thereof, or for conveyance in lieu of condemnation, are hereby assigned and shall be paid to the Lender, subject to the terms of any mortgage, deed of trust or other security agreement with a lien which has priority over this Deed of Trust. 7. Borrower Not Released; Forbearance By Lender Not a Waiver. Extension of the time for payment or modification of amortization of the sums secured by this Deed of Trust granted by the Lender to any successor in interest of the Borrower shall not operate to release, in any manner, the liability of the original the Borrower and the Borrower's successors in interest. The Lender shall not be required to commence proceedings against such successor or refuse to extend time for payment or otherwise modify amortization of the sums secured by this Deed of Trust be reason of any demand made by the original the Borrower and the Borrower's successors in interest. Any forbearance by the Lender in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be waiver of or preclude the exercise of any such right of remedy. 8. Successors and Assignees Bound; Joint and Several Liability; Co-Signers. The covenants and agreements herein contained shall bind, and the rights hereunder shall inure to the respective successors and assignees of the Lender and the Borrower. All covenants and agreements of the Borrower shall be joint and several. Any borrower who co-signs this Deed of Trust, but does not execute the Note, (a) is co-signing this Deed of Trust only to grant and convey that the Borrower's interest in the Property of Trustee under the terms of this Deed of Trust, (b) is not personally liable on the Note or under this Deed of Trust or the Note, without that the Borrower's consent and without releasing that the Borrower or modifying this Deed of Trust as to that Borrower's interest in the Property. 9. Transferability. One of the inducements to the Beneficiary for making the Loan is the identity of the Borrower. The existence of any interest in the Property other than the interests of the Borrower and the Beneficiary and any encumbrance permitted in this Deed of Trust, even though subordinate to the security interest of the Beneficiary, and the existence of any interest in the Borrower other than those of the present owners, would impair the Property and the security interest of the Beneficiary, and, therefore, except as provided herein or in the Loan Documents, the Borrower will not sell, convey, assign, transfer, alienate, or otherwise dispose of its interest in the Property, either voluntarily or by operation of law, or agree to do so, without the prior written consent of the Beneficiary. Consent to one transaction by the Beneficiary will not be deemed a waiver of the right to require consent to further or successive transactions. If the Borrower is a corporation, any sale, transfer, or disposition of fifty percent or more of the voting interest of the Borrower or of any entity that directly or indirectly owns or controls the Borrower, including, without limitation, the parent company of the Borrower, and the parent company of the parent company of the Borrower, will constitute a sale of the Property for purposes of this article. If the Borrower is a partnership any change or addition of a general partner of the Borrower, change of a partnership interest of the Borrower, or sale, transfer, or disposition of fifty percent or more of the voting interest or partnership interest of any partner of the Borrower or of any corporation, partnership or entity that directly or indirectly owns or controls any partner of the Borrower, including, without limitation, each parent company of a partner of the Borrower and each parent company of any parent company of a partner of the Borrower, will constitute a sale of the Property for purposes of this section. If the Borrower is a limited liability company, any change of the manager or any sale, transfer or disposition of fifty percent or more of the partnership interests of the Borrower, or disposition of fifty percent or more of the voting interest of the Borrower or of any corporation, partnership or entity that directly or indirectly owns or controls any member of the Borrower, including without limitations, each parent company of the Borrower and each parent company of any parent company of a member of the Borrower, will constitute a sale of the Property for purposes of this section. Any transaction in violation of this section will cause all Indebtedness, irrespective of the maturity dates, at the option of the Beneficiary and without demand or notice, immediately to become due, together with any prepayment premium in accordance with the terms of the Note except as prohibited by law. 10. Notice. Except for any notice required under applicable law to be given in another manner, (a) any notice to the Borrower provided for in this Deed of Trust shall be given by delivering it or by mailing such notice by certified mail addressed to the Borrower at the Property Address or at such other address as the Borrower may designate by notice to the Lender as provided herein, and (b) any notice to lender shall be given by certified mail to the Lender's address stated herein or to such other address as the Lender may designate by notice to the Borrower as provided herein. Any notice provided for in this Deed of Trust shall be deemed to have been given to the Borrower or the Lender when given in the manner designated herein. 11. Governing Law; Severability. The State and local laws applicable to this Deed of Trust shall be the laws of the jurisdiction in which the Property is located. The foregoing sentence shall not limit the applicability of federal law to this Deed of Trust or if the Note conflicts with applicable law, such conflict shall not affect other provisions of this Deed of Trust or the Note which can be given effect without the conflicting provision, and to this end the provisions of this Deed of Trust and the Note are declared to be severable. As used herein, "costs", "expenses", and "attorney's fees" include all sums to the extent not prohibited by applicable law or limited herein. 12. Borrower's Copy. The Borrower shall be furnished a conformed copy of the Note and of this Deed of Trust at the time of execution or after recordation thereof. NON-CONFORMING COVENANTS. Borrower and Lender further covenant and agree as follows: 13. Acceleration; Remedies. Upon the Borrower's breach of any covenant or agreement of the Borrower in this Deed of Trust, including the covenants to pay when due any sums secured by this Deed of Trust, the Note or the Program restrictions, Lender prior to acceleration shall give notice to the Borrower as provided in paragraph 10 hereof specifying: (1) the breach; (2) the action required to cure such breach; (3) a date, not less than 10 days from the date notice is mailed to the Borrower, by which such breach must be cured; and (4) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this Deed of Trust and sale of the Property. The notice shall further inform the Borrower of the right to reinstate after acceleration and the right to bring a court action to assert the nonexistence of a default or any other defense of the Borrower to acceleration and sale. If the breach is not cured on or before the date specified in the notice, the Lender, at the Lender's option may declare all of the sums secured by this Deed of Trust to be immediately due and payable without further demand and may invoke the power of sale and any other remedies permitted by applicable law. The Lender shall be entitled to collect all reasonable costs and expenses incurred in pursuing the remedies provided in this paragraph 13, including, but not limited to, reasonable attorney's fees. If the Lender invokes the power of sale, the Lender shall execute or cause the Trustee to execute a written notice of the occurrence of an event of default and of the Lender's election to cause the Property to be sold and shall cause such notice to be recorded in each county in which the Property or some part thereof is located. The Lender or the Trustee shall mail copies of such notice in the manner prescribed by applicable law. The Trustee shall give public notice of sale to the persons and in the manner prescribed by applicable law. After the lapse of such time as may be required by applicable law, the Trustee, without demand on the Borrower, shall sell the Property at public auction to the highest bidder at the time and place and under the terms designated in the notice of sale in one or more parcels and in such order as the Trustee may determine. The Trustee may postpone sale of all or any parcel of the Property by public announcement at the time and place of any previously scheduled sale. The Lender, or the Lender's designee, may purchase the Property at any sale. The Trustee shall deliver to the purchaser the Trustee's deed conveying the Property so sold without any covenant or warranty, expressed or implied. The recitals in the Trustee's deed shall be prima facie evidence of the truth of the statements made therein. The Trustee shall apply the proceeds of the sale in the following order: (a) to all reasonable costs and expenses of the sale, including, but not limited to, reasonable Trustee's and attorney's fees and costs of title evidence; (b) to all sums secured by this Deed of Trust; and (c) the excess, if any, to the person or persons legally entitled thereto. 14. Borrower's Right to Reinstate. Notwithstanding Lender's acceleration of the sums secured by this Deed of Trust due to the Borrower's breach, the Borrower shall have the right to have any proceedings begun by the Lender to enforce this Deed of Trust discontinued at any time prior to five days before sale of the Property pursuant to the power of sale contained in this Deed of Trust or at any time prior to entry of a judgment enforcing this Deed of Trust if: (a) the Borrower pays the Lender all sums which would be then due under this Deed of Trust and the Note had no acceleration occurred; (b) the Borrower cures all breaches of any other covenants or agreements of the Borrower contained in this Deed of Trust; (c) the Borrower pays all reasonable expenses incurred by the Lender and Trustee in enforcing the covenants and agreements of the Borrower in paragraph 13 hereof, including but not limited to, reasonable attorney's fees; and (d) the Borrower takes such action as the Lender may reasonably require to assure that the lien of this Deed of Trust, the Lender's interest in the Property and Borrower's obligation to pay the sums secured by this Deed of Trust shall continue unimpaired. Upon such payment and cure by the Borrower, this Deed of Trust and the obligations secured hereby shall remain in full force and effect as if no acceleration had occurred. 15. Nonrecourse. The Borrower shall not have any personal liability for repayment of the loan. The sole recourse of the Lender under the Loan Documents for repayment of the Loan shall be the exercise of its rights against the Property. 16. Withdrawal, Removal and/or Replacement. The General partner of the Borrower pursuant to the terms of a partnership agreement due to violation by a general partner of the terms of a partnership agreement, or a voluntary withdrawal from a partnership by a general partner, and any transfer of limited partnership interest or interests in the same, shall not constitute a default under any of the Loan Documents, and any such actions shall not accelerate the maturity of the loan. 17. Lien of Deed of Trust. The Beneficiary agrees that the lien of this Deed of Trust shall be subordinated to any extended low-income housing commitment (as such term is defined in Section (42(h)(6)(B) of the internal Revenue Code) (the Extended Use Agreement) recorded against the Property, provided that such Extended Use Agreement, by its terms, must terminate upon foreclosure under this Deed of Trust or upon a transfer of the Property by instrument of lieu of foreclosure, in accordance with Section 42(h)(6)(E) of the Internal Revenue Code, subject to the limitations upon evictions, terminations of tenancies and increases in gross rents of tenants of low- income units as provided in that Section. 18. Assignment of Rent; Appointment of Receiver; Lender in Possession. As additional security hereunder, the Borrower hereby assigns to the Lender the rents of the Property, provided that the Borrower shall, prior to acceleration under paragraph 13 hereof or abandonment of the Property, have the right to collect and retain such rents as they become due and payable. Upon acceleration under paragraph 13 hereunder or abandonment of the Property, the Lender, in person, by agent or by judicially appointed receiver shall be entitled to enter upon, take possession of and manage the Property and to collect the rents of the Property including those past due. All rents collected by the Lender, or the receiver, shall be applied first to premiums on receiver's bonds and reasonable attorney's fees, and then to the sums secured by this Deed of Trust. The Lender and the receiver shall be liable to account only for those rents actually received. 19. Reconveyance. Upon payment of all sums secured by this Deed of Trust, the Lender shall request the Trustee to reconvey the Property and shall surrender this Deed of Trust, and all notes evidencing indebtedness secured by this Deed of Trust to the Trustee. The Trustee shall reconvey the Property without warranty and without charge to the person or persons legally entitled thereto. Such person or persons shall pay all costs of recordation, if any. 20. Substitute Trustee. The Lender at the Lender's option, may from time to time, appoint a successor trustee to any Trustee appointed hereunder by an instrument executed and acknowledged by Lender and recorded in the Fresno County Recorder's Office. The instrument shall contain the name of the original Lender, Trustee and Borrower, the book and page where this Instrument is recorded and the name and address of the successor trustee. The successor trustee shall, without conveyance of the Property, succeed to all the title, powers and duties conferred upon the Trustee herein and by applicable law. This procedure for substitution of trustee shall govern to the exclusion of all other provisions for substitution. 21. Statement of Obligation. The Lender may collect a fee not to exceed fifty dollars ($50.00) for furnishing the statement of obligation as provided by Section 2943 of the Civil Code of California. 22. Event of Default. Prior to declaring or taking any remedy permitted under Loan Documents, (where applicable) the Borrower’s limited partners shall have an additional period of not less than thirty days to cure such alleged default. Notwithstanding the foregoing, in the case of a default that cannot with reasonable diligence be remedied or cured within 30 days, the Borrower’s limited partners shall have such additional time as reasonably necessary to remedy or cure such default, but in no event more than ninety days from the expiration of the initial thirty day period above, and if the Borrower’s limited partners reasonably believe that in order to cure such default, the Borrower’s limited partners must remove the Borrower’s general partners in order to cure such default, the Borrower’s limited partners shall have an additional 30 days following the effective date of such removal to cure such default. To the extent that there is a conflict between this paragraph 22 and any remedy permitted by the CDBG Agreement, Loan Documents, or Loan, the terms of this paragraph 22 shall control. The following events are each an “Event of Default”: (a) Default in the payment of any sum of principal or interest when due under the Note or any other sum due under the Loan Documents. (b) Failure to maintain insurance as provided in Section 2 hereof. (c) The failure (without cure during the applicable period, if any, for cure) of any Borrower to observe, perform, or discharge any obligation, term, covenant, or condition of any of the Loan Documents, any agreement relating to the Property, or any agreement or instrument between any Loan Party and the Beneficiary. (d) The assignment by the Borrower, as lessor or sublessor, as the case may be, of the rents or the income of the Property or any part of it (other than to Beneficiary) without first obtaining the written consent of Beneficiary. (e) The following events: (i) the filing of any claim or lien against the Property or any party of it, whether or not the lien is prior to this Deed of Trust, and the continued maintenance of the claim or lien for a period of thirty days without discharge, satisfaction, or adequate bonding in accordance with the terms of this Deed of Trust; (ii) the existence of any interest in the Property other than those of the Borrower, the Beneficiary, any tenants of the Borrower, and anyone listed in a title exception approved by Beneficiary in writing; or (iii) the sale, hypothecation, conveyance, or other disposition of the Property except with the express written approval of the Beneficiary, any of which will be an Event of Default because the Borrower’s obligation to own and operate the Property is one of the inducements to the Beneficiary to make the Loan; (f) Default under any agreement to which the Borrower is a party, which agreement relates to the borrowing of money by the Borrower from the Beneficiary. (g) Any presentation or warranty made by any Loan Party or any other Person under this Deed of Trust or in, under, or pursuant to the Loan Documents, is false or misleading in any material respect as of the date on which the representation or warranty was made. (h) Any of the Loan Documents, at any time after their respective execution and delivery and for any reason, cease to be in full force or are declared null and void, or the validity or enforceability is contested by the Borrower or any stockholder or partner of the Borrower, or the Borrower denies that it has any or further liability or obligation under any of the Loan Documents to which it is a party. If one or more Event of Default occurs and is continuing, then the Beneficiary may declare all the Indebtedness to be due and the Indebtedness will become due without any further presentment, demand, protest, or notice of any kind, and Beneficiary may: (i) in person, by agent, or by a receiver, and without regard to the adequacy of security, the solvency of the Borrower, or the existence of waste, enter on and take possession of the Property or any party of it in its own name or in the name of Trustee, sue for or otherwise collect the rents, issues, and profits, and apply them, less costs and expenses of operation and collection, including reasonable attorneys’ fees, upon the Indebtedness, all in any order that the Beneficiary many determine. The entering on and taking possession of the Property, the collection of rents, issues, and profits, and the application of them will not cure or waive any default or notice of default or invalidate any act done pursuant to the notice; (ii) commence an action to foreclose this Deed of Trust in the manner provided by law for the foreclosure of mortgages of real property; (iii) deliver to the Trustee a written declaration of default and demand for sale, and a written notice of default and election to cause the Property to be sold, which notice the Trustee or the Beneficiary will cause to be filed for record; (iv) with respect to any Personalty, proceed as to both the real and personal property in accordance with the Beneficiary’s rights and remedies in respect of the Land, or proceed to sell the Personalty separately and without regard to the Land in accordance with Beneficiary’s rights and remedies; or (v) exercise any of these remedies in combination or any other remedy at law or in equity. 23. Protection of Security. If an Event of Default occurs and is continuing, the Beneficiary or the Trustee, without notice to or demand upon the Borrower, and without releasing the Borrower from any obligations or defaults may: (a) enter on the Property in any manner and to any extent that either deems necessary to protect the security of this Deed of Trust; (b) appear in and defend any action or proceeding purporting to affect, in any manner, the Obligations or the Indebtedness, the security of this Deed of Trust, or the rights or powers of Beneficiary or Trustee; (c) pay, purchase, or compromise any encumbrance, charge, or lien that in the judgment of Beneficiary or Trustee is prior or superior to this deed of Trust; and (d) pay expenses relating to the Property and its sale, employ counsel, and pay reasonable attorneys’ fees. The Borrower agrees to repay on demand all sums expended by the Trustee or the Beneficiary pursuant to this section with interest at the Note Rate of Interest, and those sums, with interest, will be secured by this Deed of Trust. 24. Effect of Assignment. The assignment rents as provided herein will not impose on the Beneficiary any duty to produce rents, issues, or profits from the Property, or cause Beneficiary to be: (a) a “mortgage-in-possession” for any purpose; (b) responsible for performing any of the obligations of the lessor under any of the Leases; or (c) responsible for any waste committed by lessees or any other parties, any dangerous or defective condition of the Property, or any negligence in the management, upkeep, repair, or control of the Property. The Beneficiary will not be liable to the Borrower or any other party as a consequence of the exercise of the rights granted to the Beneficiary under this assignment or the failure of the Beneficiary to perform any obligation of the Borrower arising under Leases. /// IN WITNESS WHEREOF, the Borrower has executed this Deed of Trust on the day and year set forth above. By signing below, the Borrower agrees to the terms and conditions as set forth above. BORROWER FRESNO QUALITY HOMEKEY, a Limited Partnership By: Name: Title: (Attach notary certificate of acknowledgment) Date: __________________________________ By: Name: Title: (Attach notary certificate of acknowledgment) Date: __________________________________ Cullen J Davis Manager EXHIBIT “A” Legal Description To Deed of Trust The following is a copy of provisions (1) to (14), inclusive, of the fictitious deed of trust, recorded in each county in California, as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein To Protect the Security of This Deed of Trust, Trustor (herein Borrower) Agrees: (1) To keep said property in good condition and repair, not to remove or demolish any building thereon, to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor, to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon, not to commit or permit waste thereof, not to commit, suffer or permit any act upon said property in violations of law to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. (2) To provide maintain and deliver to the Beneficiary fire insurance satisfactory to and with loss payable to the Beneficiary. The amount collected under any fire or other insurance policy may be applied by the Beneficiary upon indebtedness secured hereby and in such order as the Beneficiary may determine, or at option of the Beneficiary the entire amount so collected or any part thereof may be released to Borrower. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the Beneficiary or the Trustee, and to pay all costs and expenses including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which the Beneficiary or the Trustee may appear, and in any suit brought by the Beneficiary to foreclose this Deed of Trust. (4) To pay at least 10 days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock, when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto, all costs, fees and expenses of this Trust. Should the Borrower fail to make any payment or to do any act as herein provided, then the Beneficiary or the Trustee, but without obligation so to do and without notice to or demand upon the Borrower and without releasing the Borrower from any obligation hereof, may make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof the Beneficiary or the Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee, pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto, and in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by the Beneficiary or the Trustee, with interest from date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded. (6) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to the Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. (7) That by accepting payment of any sum secured hereby after its due date, the Beneficiary does not waive his rights either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (8) That at any time or from time to time, without liability therefor and without notice, upon written request of the Beneficiary and presentation of this Deed and said Note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, the Trustee may reconvey any part of said property, consent to the making of any map or plot thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (9) That upon written request of the Beneficiary state that all sums secured hereby have been paid, and upon surrender of this Deed and said Note to Trustee for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "The person or persons legally entitled thereto” five years after issuance of such full reconveyance, the Trustee may destroy said note and this Deed (unless directed in such request to retain them). (10) That as additional security, the Borrower hereby gives to and confers upon the Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto the Borrower the right, prior to any default by the Borrower in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect the rents, issues and profits of said property, reserving unto the Borrower the right, prior to any default by the Borrower in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, the Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees. Upon any indebtedness secured hereby, and in such order as the Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (11) That upon default by the Borrower in payment of any indebtedness secured hereby or in performance of any agreement hereunder. The Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property which notice Trustee shall cause to be filed for record. The Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, the Trustee, without demand on the Borrower, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. The Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including the Borrower, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. After deducting all costs, fees and expenses of the Trustee and of this Trust, including cost of evidence of title in connection with sale, the Trustee shall apply the proceeds of sale to payment of all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof, all other sums then secured hereby, and the remainder, if any, to the person or persons legally entitled thereto. (12) The Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original the Borrower, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. (13) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby whether or not named as Beneficiary herein in this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (14) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. The Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Borrower, Beneficiary or Trustee shall be a party unless brought by Trustee. DO NOT RECORD REQUEST FOR FULL RECONVEYANCE To be used only when note has been paid: To Old Republic Title Company, Trustee: Dated _________________________________ The undersigned is the legal owner and holder of all indebtedness secured by the Deed of Trust. All sums secured by said Deed of Trust have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel all evidences of indebtedness, secured by said Deed of Trust, delivered to you herewith together with said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, the estate now held by you under the same. MAIL RECONVEYANCE TO: By ___________________________________________ Do not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before reconveyance will be made. SITE MAP EXISTING AND PROPOSED SITE PHOTOS 1 Mary Quinn From:Clerk Sent:Tuesday, December 5, 2023 11:07 AM To:Clerk Agendas Cc:Clerk Subject:FW: Letter supporting District 6 affordable housing From: Gary MAC 2 Wiens < Sent: Tuesday, December 05, 2023 10:42 AM To: @fresno.gov Subject: Letter supporting District 6 affordable housing External Email: Use caution with links and attachments Garry Bredefeld As you all know we are in desperate need of more quality affordable housing in our community. We need this in every pocket of our city, including the 93710 zip code. On behalf of myself and Fresno Area Community Enterprises as an organization we are committed to supporting projects we believe in and that represent the best in housing. We are excited to hear about the city and the state contributing money to the Fresno Quality project on Bullard and Fresno streets which is a partnership between UPholdings, RH Community Builders, and Fresno County Behavioral Health. We would highly recommend that you all vote to accept the state dollars and keep the project moving forward. We look forward to more projects like this and to your continued proactive leadership around housing! Gary Wiens 1 Mary Quinn From:Mayor Sent:Tuesday, December 5, 2023 3:50 PM To:Clerk Agendas Subject:FW: Contact Mayor Form submitted on City of Fresno Follow Up Flag:Follow up Flag Status:Flagged Thank you, Sarah Boren Executive Assistant to Mayor Jerry Dyer From: Matthew Jendian Sent: Tuesday, December 5, 2023 2:13 PM To: Mayor < on City of Fresno External Email: Use caution with links and attachments First Name Matthew Last Name Jendian Email Phone Number Subject Support for the Approval of Funding for the Renovation of Former Quality Inn Hotel for Affordable Housing 2 Message December 5, 2023 Dear Mayor Dyer, I am writing to you to ask you to express your support for the Fresno City Council to approve the funding for renovation of the former Quality Inn Hotel into 59 safe, permanent, supportive housing units located on a 1‐acre parcel at 6051 N. Thesta Street in Fresno (near Freeway 41 entrance at Bullard and Fresno), affordable at 0‐30% of Area Median Income (AMI). The Fresno City Council already approved the state application by Upholdings for this Homekey Program funding, and, now, the City of Fresno and Upholdings have been awarded over $12 million by the state of California for this project if we can leverage the local commitment. In addition to onsite property management staff, RH Community Builders (RHCB) will dedicate 2.7 full‐time staff to provide onsite housing transition and sustainability services for tenants. Upholdings and RHCB have an excellent track record of building and supporting safe, clean, affordable housing development projects throughout the city of Fresno, and this project is worthy of our support. According to the City of Fresno’s 2022 Housing Element Annual Progress Report and Appendix 1E, there is an estimated need of 9,440 new housing units for Extremely and Very Low Income households (<50% of AMI) between 2023 and 2031. This report also notes that “extremely low‐income” residents (those earning 30 percent or less of median income) made up 15.5 percent of the total households in Fresno. Between 2015 and 2022, the Fresno Housing Element Progress Report notes that 716 units have been built for this income group. Consequently, this project is needed, necessary, and prudent, given the applicants’ track record of building and maintaining affordable housing in our city. Thank you for your time and attention to this matter. Sincerely, Matthew Jendian, Ph.D. IP Address / Windows Referrer 1 Mary Quinn From:Clerk Sent:Tuesday, December 5, 2023 11:19 AM To:Clerk Agendas Cc:Clerk Subject:FW: Affordable housing for zip code 93710 Follow Up Flag:Follow up Flag Status:Flagged From: Gary MAC 2 Wiens < Sent: Tuesday, December 05, 2023 10:49 AM To: Garry Bredefeld Cc: Clerk Subject: Affordable housing for zip code 93710 External Email: Use caution with links and attachments Garry Bredefeld As you all know we are in desperate need of more quality affordable housing in our community. We need this in every pocket of our city, including the 93710 zip code. On behalf of myself and Fresno Area Community Enterprises as an organization we are committed to supporting projects we believe in and that represent the best in housing. We are excited to hear about the city and the state contributing money to the Fresno Quality project on Bullard and Fresno streets which is a partnership between UPholdings, RH Community Builders, and Fresno County Behavioral Health. We would highly recommend that you all vote to accept the state dollars and keep the project moving forward. We look forward to more projects like this and to your continued proactive leadership around housing! Gary Wiens 1 Mary Quinn From:Clerk Sent:Tuesday, December 5, 2023 11:14 AM To:Clerk Agendas Subject:FW: Letter supporting District 6 affordable housing Follow Up Flag:Follow up Flag Status:Flagged From: Gary MAC 2 Wiens Sent: Tuesday, December 05, 2023 10:42 AM To: fresno.gov Subject: Letter supporting District 6 affordable housing External Email: Use caution with links and attachments Garry Bredefeld As you all know we are in desperate need of more quality affordable housing in our community. We need this in every pocket of our city, including the 93710 zip code. On behalf of myself and Fresno Area Community Enterprises as an organization we are committed to supporting projects we believe in and that represent the best in housing. We are excited to hear about the city and the state contributing money to the Fresno Quality project on Bullard and Fresno streets which is a partnership between UPholdings, RH Community Builders, and Fresno County Behavioral Health. We would highly recommend that you all vote to accept the state dollars and keep the project moving forward. We look forward to more projects like this and to your continued proactive leadership around housing! Gary Wiens City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1755 Agenda Date:12/7/2023 Agenda #: 5.-A. CLOSED SESSION ITEM December 7, 2023 SUBJECT CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION Government Code Section 54956.9, subdivision (d)(2) Case Name:Ignacio Ruiz v. City of Fresno City of Fresno Printed on 12/22/2023Page 1 of 1 powered by Legistar™ 12/07/2023 DISCUSSED NO REPORTS City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1772 Agenda Date:12/7/2023 Agenda #: 5.-B. CLOSED SESSION ITEM SUBJECT CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION Government Code Section 54956.9, subdivision (d)(4): 1 potential case City of Fresno Printed on 12/22/2023Page 1 of 1 powered by Legistar™ 12/07/2023 MA/MK 6-0 LC ABSENT DISCUSSED LA HACIENDA ITEM REPORT OF ACTION City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1741 Agenda Date:12/7/2023 Agenda #: 5.-C. CLOSED SESSION ITEM December 7, 2023 SUBJECT CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) Pauline Nickels v. City of Fresno, et al.; Fresno Superior Court Case No.: 20CECG01119 City of Fresno Printed on 12/22/2023Page 1 of 1 powered by Legistar™ 12/07/2023 DISCUSSED NO REPORTS City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1743 Agenda Date:12/7/2023 Agenda #: 5.-D. CLOSED SESSION ITEM December 7, 2023 SUBJECT CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) Case Name:Brian Martens v. City of Fresno, et al.; Tristar Risk Management Claim No.: 1010104351 -ADR-1 City of Fresno Printed on 12/22/2023Page 1 of 1 powered by Legistar™ 12/07/2023 DISCUSSED NO REPORTS City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1746 Agenda Date:12/7/2023 Agenda #: 5.-E. CLOSED SESSION ITEM December 7, 2023 SUBJECT CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) Case Name:Thomas Rowe v. City of Fresno, et al.; Tristar Risk Management Claim No.: 1010105295-ADR-1 City of Fresno Printed on 12/22/2023Page 1 of 1 powered by Legistar™ 12/07/2023 DISCUSSED NO REPORTS City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-1750 Agenda Date:12/7/2023 Agenda #:5.-F. CLOSED SESSION ITEM SUBJECT PUBLIC EMPLOYEE PERFORMANCE EVALUATION 1. Government Code Section 54957(b): consider the appointment, employment, evaluation of performance, discipline, or dismissal of a public employee. Title: City Clerk 2. Government Code Section 54957.6: conference with labor negotiator. City Negotiator: Council President Tyler Maxwell. Unrepresented Employee: City Clerk City of Fresno Printed on 12/22/2023Page 1 of 1 powered by Legistar™ 12/072023 DISCUSSED NO REPORTS