HomeMy WebLinkAboutUniFirst Corporation Indemnification Agreement - 10-20-23INDEMNIFICATION AGREEMENT
THIS AGREEMENT is entered into and effective on _________________________,
by and between the CITY OF FRESNO, a municipal corporation (City), and UniFirst
Corporation, a Massachusetts corporation, (Applicant).
RECITALS
WHEREAS, Applicant has applied to City for a Land Use Approval for the Subject
Property, described on the attached Legal Description (Exhibit A) and with the
addresses of 2085 E Muscat Avenue Fresno, CA 93725, in accordance with
Development Permit Application No. P23-00166; and,
WHEREAS, litigation challenging the granting or issuance of land use approvals by
governmental bodies is proliferating, and such litigation exposes City to potential
liability for damages, costs, and attorney's fees; and,
WHEREAS, in such litigation, the person or entity receiving land use approvals is
designated as a real party in interest and is the party that primarily and directly benefits
from the granting or issuance of the land use approvals; and,
WHEREAS, the City's Director of Planning and Development, Fresno City Planning
Commission and Fresno City Council are objective decision-making bodies, and
therefore have no special interest in the approval or denial of land use applications or
the outcome of litigation arising from such grant or denial, except as to those which
promote public policy; and,
WHEREAS, City incurs great expense in the active defense of such litigation and, if
unsuccessful, may also be required to pay the prevailing party's attorney's fees and costs;
and,
WHEREAS, fairness and sound fiscal policy require that the person or entity receiving the
benefits of a land use approval should also bear the burden of the liability for potential
injuries and the expense of such litigation and claims: and,
WHEREAS, Applicant and City mutually desire to enter into this Indemnification
Agreement, by which Applicant shall indemnify, (at City's request) defend, save and hold
City harmless, in order that City shall bear no fiscal or financial burden whatsoever
resulting from any litigation challenging the City's grant or issuance of land use approvals
to Applicant, subject to the provisions of Section 2, below.
1.DEFINITIONS.
(a)“Applicant” means UniFirst Corporation, a Massachusetts corporation
and its heirs, assigns, or successors in interest.
(b)“Land Use Approval”, for purposes of this Agreement, shall mean any
benefits arising from any of the following: the grant of Development Permit
Application No. P23-00166 any approval of conditional use or
development permits, any approval of building and demolition permits by
the Historic Preservation Commission, and any document prepared
pursuant to the California Environmental Quality Act (CEQA) or other
10/20/23
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law that is approved in conjunction with any of these entitlements and
permits. Land Use Approval does not include a ministerial permit.
(c) “City” shall mean the City of Fresno, a municipal corporation.
(d) “Project” shall mean the use of the land authorized by the Land Use
Approval.
2. HOLD HARMLESS AND INDEMNIFICATION RELATED TO LAND USE
APPROVAL.
To the furthest extent allowed by law, Applicant 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 statutory,
in contract, tort or strict liability, including but not limited to personal injury, death at any
time and property damage) incurred by City in connection with any and all claims,
demands and actions in law or equity (including attorney's fees and litigation expenses)
arising from, resulting from, or in connection with any City action in granting, issuing or
approving the Land Use Approval, including, but not limited to claims alleging violations
of the California Environmental Quality Act or the Housing Crisis Act of 2019. Applicant's
obligations under the preceding sentence shall apply regardless of whether City or any of
its officers, officials, employees, agents, or volunteers are actively or passively negligent,
but shall not apply to any indemnification, loss, liability, fines, penalties forfeitures, costs
or damages caused solely by the gross negligence or willful misconduct of the City or any
of its officers, officials, employees, agents, or volunteers.
3. INSURANCE REQUIREMENTS
(a) Throughout the life of this Agreement, Applicant 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 designee at any time and in its 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, Applicant
fail to maintain any required insurance in full force and effect, all terms
under this Agreement shall be discontinued immediately, and all payments
due or that become due to Applicant 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 Applicant of its
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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 Applicant shall not be deemed to
release or diminish the liability of Applicant, 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 Applicant.
Approval or purchase of any insurance contracts or policies shall in no
way relieve from liability nor limit the liability of Applicant, 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:
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). If
personal automobile coverage is used, the City, its officers, officials,
employees, agents, and volunteers are to be listed as additional
insureds.
3. Workers’ Compensation insurance as required by the State of
California and Employer’s Liability Insurance.
MINIMUM LIMITS OF INSURANCE
Applicant shall procure and maintain for the duration of the agreement, 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:
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1. COMMERCIAL GENERAL LIABILITY
(i) $2,000,000 per occurrence for bodily injury and property damage;
(ii) $2,000,000 per occurrence for personal and advertising injury;
(iii) $4,000,000 aggregate for products and completed operations; and,
(iv) $4,000,000 general aggregate applying separately to the work
performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY
$1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation Insurance as required by the State of
California with statutory limits and EMPLOYER’S LIABILITY with limits
of liability not less than:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
UMBRELLA OR EXCESS INSURANCE
In the event Applicant 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
Applicant shall be responsible for payment of any deductibles contained in any insurance
policy(ies) required herein and Applicant shall also be responsible for payment of any
self-insured retentions. Any self-insured retentions must be declared on the Certificate
of Insurance, and approved by, the City’s Risk Manager or designee. At the option of the
City’s Risk Manager or designee, either:
(i) The insurer shall reduce or eliminate such self-insured retentions as
respects City, its officers, officials, employees, agents, and volunteers; or
(ii) Applicant 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
(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 30 calendar days’ written notice has been given to City,
except ten days for nonpayment of premium. Applicant 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, Applicant shall furnish
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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, Applicant shall provide a new certificate, and applicable
endorsements, evidencing renewal of such policy not less than 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. Applicant shall establish additional
insured status for the City and for all ongoing and completed operations
under the Commercial General Liability policy by use of ISO Forms or an
executed manuscript insurance company endorsement providing additional
insured status. The Commercial General endorsements must be as broad
as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20
37.
(iv) The Commercial General and Automobile Liability insurance shall contain,
or be endorsed to contain, that the Applicants’ insurance shall be primary
to and require no contribution from the City. The Commercial General policy
is required to include primary and non-contributory coverage in favor of the
City for both the ongoing and completed operations coverage. These
coverages shall contain no special limitations on the scope of protection
afforded to City, its officers, officials, employees, agents, and volunteers. If
Applicant maintains higher limits of liability than the minimums shown
above, City requires and shall be entitled to coverage for the higher limits
of liability maintained by Applicant.
(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) For any claims related to this Agreement, Applicant’s insurance coverage
shall be primary insurance with respect to the City, its officers, officials,
agents, employees, and volunteers. Any insurance or self-insurance
maintained by the City, its officers, officials, agents, employees, and
volunteers shall be excess of the Applicant’s insurance and shall not
contribute with it.
(vii) The Workers’ Compensation insurance policy shall contain, or be endorsed
to contain, a waiver of subrogation as to City, its officers, officials, agents,
employees, and volunteers.
(viii) The Commercial General and Automobile Liability insurance policies shall
contain, or be endorsed to contain, a waiver of subrogation as to City, its
officers, officials, agents, employees, and volunteers.
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PROVIDING OF DOCUMENTS - Applicant 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 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, Applicant 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 sub-applicants working under the direction of Applicant shall also be required
to provide all documents noted herein.
CLAIMS-MADE POLICIES - If any coverage required is written on a claims-made
coverage form:
(i) The retroactive date must be shown, and must be before the effective date
of the Agreement or the commencement of work by Applicant.
(ii) Insurance must be maintained and evidence of insurance must be provided
for at least five years after completion of the work or termination of the
Agreement, whichever first occurs.
(iii) 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 work commencement date, Applicant must purchase
“extended reporting” period coverage for a minimum of five years after
completion of the work or termination of the Agreement, whichever first
occurs.
(iv) A copy of the claims reporting requirements must be submitted to City for
review.
(v) These requirements shall survive expiration or termination of the
Agreement.
4. NOTIFICATIONS AND COOPERATION BY CITY.
City shall notify Applicant within a reasonable period of time of its receipt of any
demand, claim, action, proceeding, or litigation in which City is to be indemnified
and held harmless by Applicant. If City requests that Applicant defend City, it shall
notify Applicant in writing within a reasonable period of time of its receipt of any
such demand, claim, action, proceeding, or litigation and City shall cooperate fully
in such defense.
City shall have the right to select the attorney or attorneys who will defend the
City. In selecting defense counsel, City should consider the prevailing local rates
for attorneys with the requisite skills. City should further consider whether a joint
defense arrangement utilizing counsel for Applicant will suffice in lieu of
separate counsel. City reserves its rights at all times to retain separate defense
counsel subject to the provisions of this paragraph, and Applicant agrees to
accept such selection. City and Applicant shall at all times cooperate with
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respect to the retention of counsel. Applicant further agrees to be fully
responsible for any and all costs and attorney's fees generated by said
attorney(s) in the defense of City in any claim, demand, action, proceeding, or
litigation arising out of the Project.
5. CITY'S PARTICIPATING IN DEFENSE.
Nothing contained herein shall prohibit City, in its sole discretion, from participating
in the defense of any demand, claim, action, proceeding, or litigation over and
above representation by outside counsel, or from participating in the defense of
any demand, claim, action, proceeding, or litigation. If City elects to also defend, it
shall do so in good faith. In no event shall City's participation in the defense of any
demand claim, action, proceeding, or litigation affect the obligations imposed upon
Applicant in section 2 of this Agreement.
6. REIMBURSEMENT OF CITY'S COSTS RE: ADMINISTRATIVE RECORD.
Without limiting the City's right to recover its costs from Applicant under paragraph
2 herein above, Applicant agrees to reimburse the City for its actual cost incurred,
including, but not limited to, City staff and attorney time expended for certifying
and/or preparing the administrative record in connection with any proceedings
related to the subject matter of this Indemnification Agreement. Applicant and City
agree to work cooperatively with respect to preparation of the administrative
record, and Applicant shall ensure that City is fully reimbursed for the costs of
preparation before receiving such administrative record. To the extent
administrative record reimbursement and related costs are recovered in any
litigation by the City, Applicant shall be reimbursed to the extent any such recovery
is made as cost recovery items.
7. BINDING OBLIGATION.
Applicant hereby agrees that this Agreement shall be recorded in the office of the
Recorder of the County of Fresno and the obligations thereunder shall run with
and be appurtenant to and be a charge upon the land and be binding on Applicant's
successor(s) in interest, heirs, transferee(s), and assign(s}.
8. COVENANT NOT TO SUE.
(a) Applicant on behalf of itself, and its successors, and assigns, hereby fully
releases City, its successors, and all other persons and associations,
known or unknown, from all claims and causes of action by reason of
any damage which has been sustained, or may be sustained, as a result
of the above-described Land Use Approval and covenants not to sue
relating to such claims, excluding gross negligence or willful misconduct
of City, as set forth in Section 2, above.
(b) Applicant acknowledges and agrees that this release applies to all claims
that Applicant may have against City arising out of the above-described
Land Use Approval for injuries, damages, or losses to Applicant's person
and property, real or personal, whether those injuries, damages, or losses
are known or unknown, foreseen or unforeseen, or patent or latent.
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(c) Applicant certifies that Applicant has read section 1542 of the Civil Code,
set out below:
A general release does not extend to claims which the creditor does not
know or suspect to exist in his or her favor at the time of executing
the release, which if known by him or her must have materially
affected his or her settlement with the debtor.
(d) Applicant hereby waives application of section 1542 of the Civil Code.
(e) Applicant understands and acknowledges that the significance and
consequence of this waiver of section 1542 of the Civil Code is that even if
Applicant should eventually suffer additional damages arising out of the
above described Land Use Approval, Applicant will not be permitted to
make any claim for those damages. Furthermore, Applicant acknowledges
that Applicant intends these consequences even as to claims for damages
that may exist as of the date of this release but which Applicant does not
know exist, and which, if known, would materially affect Applicant's decision
to execute this release, regardless of whether Applicant's lack of knowledge
is the result of ignorance, oversight, error, negligence or any other cause.
(f) Applicant warrants and represents that in executing this release, Applicant
has relied on legal advice from the attorney of Applicant's choice that the
terms of this release and its consequences have been completely read and
explained to Applicant by that attorney, and that Applicant fully understands
the terms of this release.
(g) Applicant acknowledges and warrants that Applicant's execution of this
release is free and voluntary.
(h) This release pertains to a disputed claim and does not constitute an
admission of liability by City for the above-described Land Use Approval.
(i) The provisions of paragraph 10 herein below shall not apply to this covenant
not to sue.
9. TERMINATION OF AGREEMENT.
(a) This Indemnification Agreement may be terminated only upon the
following conditions:
(i) The parties agree to terminate this Indemnification Agreement by
their express, mutual written consent; or
(ii) The Applicant petitions the Fresno City Council to terminate this
Indemnification Agreement by providing to the Council a written
opinion of Applicant's legal counsel and the Fresno City Council,
in its sole discretion, determines that termination of this
Indemnification Agreement is in the best interest of the public and
the City. It is understood and agreed that the City, in making such
determination of whether to terminate this Indemnification
Agreement, may reasonably rely upon said opinion of Applicant's
legal counsel.
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(b) If this Indemnification Agreement is terminated as provided
above, the City shall execute a written release of Applicant's
obligations under this Indemnification Agreement. It shall be
Applicant's responsibility to record such document with the office of
the Recorder of the County of Fresno.
10. 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. For the purposes of this
agreement, “attorneys’ fees” and “legal expenses” include, without limitation,
paralegals’ fees and expenses, attorneys, consultants fees and expenses, expert
witness fees and expenses, and all other expenses incurred by the prevailing
party’s attorneys in the course of the representation of the prevailing party in
anticipation of and/or during the course of litigation, whether or not otherwise
recoverable as “attorneys’ fees” or as “costs” under California law, and the same
may be sought and awarded in accordance with California procedure as pertaining
to an award of contractual attorneys’ fees.
11. SEVERABILITY.
If any provision of this Agreement is determined to be invalid in a final judgment
by a court of competent jurisdiction, each and every other provision hereof shall
remain in full force and effect.
12. CONSTRUCTION OF CONTRACT.
The parties hereby acknowledge that they and their respective counsel have
cooperated in the drafting and preparation of this agreement, for which reason this
agreement shall not be construed against any party as the drafter thereof.
[Signatures follow on the next page.]
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, on the day and year first above written.
CITY:
CITY OF FRESNO,
A California municipal corporation
By:
Jennifer Clark, AICP, Director
Planning and Development
Department
No signature of City Attorney required.
Standard Document “DEV-S Land Use
Approval Indemnity (02-2022)” has been
used without modification, as certified by
the undersigned.
By:
Thomas Veatch
Planner, Planning and Development
Department
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Date
Deputy
Attachment: Exhibit A
APPLICANT:
UNIFIRST CORPORATION,
A Massachusetts corporation.
By:
Name:
Title:
Parties authorized to sign on
behalf of applicant
By:
Name:
Title:
Parties authorized to sign on
behalf of applicant
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12/8/2023
Senior Vice President
Matthew Croatti
Chief Executive Officer
12/11/2023
Steven Sintros
12/11/2023
12/11/2023
12/11/2023
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THE LAND REFERRED TO HEREIN BELOW IS SIUTATED IN THE CITY OF
FRESNO, COUNTY OF FRESNO, STATE OF CALIFORNIA, AND IS DECRIBED AS
FOLLOWS:
THOSE PORTIONS OF LOTS 40 AND 41 OF MALAGA TRACT, IN THE CITY OF
FRESNO, COUNTY OF FRESNO, STATE OF CALIFORNIA, ACCORDING TO THE
MAP THEREOF RECORDED ON JANUARY 5, 1884, IN BOOK 2, PAGE 17 OF
PLATS, FRESNO COUNTY RECORDS, DESCRIBED AS FOLLOWS:
THE WESTERLY 625.66 FEET OF THOSE PORTIONS OF LOTS 40 AND 41 OF
MALAGA TRACT, ACCORDING TO THE MAP THEREOF RECORDED IN BOOK 2
PAGE 17 OF PLATS, FRESNO COUNTY RECORDS.
BEGINNING , AT THE NORTHWEST CORNER OF SAID LOT 40; THENCE, NORTH
89° 40' EAST ALONG THE NORTH LINE OF SAID LOT 40 A DISTANCE OF 1118.01
FEET TO A POINT ON THE SOUTHWESTERLY LINE OF THAT PARCEL OF LAND
CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED DECEMBER 6,
1960 IN BOOK 4475 PAGE 40, AS DOCUMENT NO. 85429, OF OFFICIAL RECORDS;
THENCE, SOUTH 44° 16' EAST, ALONG SAID SOUTHWESTERLY LINE 190.30
FEET TO A POINT ON THE WESTERLY LINE OF THE PROPERTY CONVEYED TO
THE SAN FRANCISCO AND SAN JOAQUIN VALLEY RAILWAY COMPANY;
THENCE, SOUTH 0° 03' EAST ALONG SAID WESTERLY LINE 566.61 FEET;
THENCE, SOUTH 89° 40' WEST PARALLEL WITH THE NORTH LINE OF SAID LOT
40 A DISTANCE OF 1251.32 FEET TO A POINT ON THE WEST LINE OF SAID LOT
41; THENCE NORTH 0° 00' WEST ALONG THE WEST LINE OF SAID LOT 41 AND 40
A DISANCE OF 703.67 FEET TO THE POINT OF BEGINNING
EXCEPTING THEREFROM, THE NORTH 85.00 FEET OF THE EAST 120.00 FEET
OF THE WEST 625.66 FEET OF LOT 40 OF MALAGA TRACT, ACCORDING TO THE
MAP THEREOF RECORDED IN BOOK 2 PAGE 17 OF PLATS, AS CONVEYED TO
THE CITY OF FRESNO, A MUNICIPAL CORPORATION, BY GRANT DEED
RECORDED JUNE 4, 1992, AS DOCUMENT NO. 92077647, OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM, AN UNDIVIDED ONE-HALF INTEREST IN ALL
OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND AN UNDIVIDED ONE-
HALF INTEREST IN ALL MINERALS OF EVERY NATURE, CHARACTER AND
DESCRIPTION, IN, UNDER OR ON SAID REAL PROPERTY, AS RESERVED IN THE
DEED FROM HILARIA PRECHOU, A WIDOW, TO MIKE A. PRECHOU, ALSO
KNOWN AS M. A. FRECHOU AND RACHEL FRECHOU, HIS WIDE, TO ALLEN
WAREHOUSE COMPANY OF CALIFORNIA, A CALIFORNIA CORPORATION, BY
DEED DATED JUNE 5, 1951, RECORDED JUNE 19, 1951 IN BOOK 3032 PAGE 48,
AS DOCUMENT NO. 34879, OFFICIAL RECORDS/
ALSO EXCEPTING THEREFROM, THOSE PORTIONS DEEDED TO THE STATE OF
CALIFORNIA BY GRANT DEEDS RECORDED MARCH 1, 2016, AS DOCUMENT NO.
2016-0025754-00 AND 2016-0025755, OF OFFICIAL RECORDS.
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ALSO EXCEPTING THEREFROM THAT PORTION THEREOF CONVEYED TO THE
STATE OF CALIFORNIA IN DEED RECORDED APRIL 8, 2021 AS DOCUMENT NO.
2021-0057909 OF OFFICIAL RECORDS.
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Project Site:
2085 E Muscat Avenue
Fresno, CA 93725
APN: 330-230-001S
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Authority and Authorization Matrix
Unifirst Corp.
Approval Date 01/11/22 Board of Directors
Branch Manager or
General Manager
(Location Manager)
HR Engagement
Manager
Treasury
Accountant
Head of Financial
Reporting Head, Tax Treasury Manager
Assistant
Controller
Vice President,
Corporate
Controller
Vice President,
Legal Affairs
Vice President,
Human Resources Vice President
Regional Vice
President
Senior Vice
President,
Engineering
Senior Vice
President, Sales
Senior Vice
President
Executive Vice
President CFO CEO BOD
$2.5 million or less Notify Notify Notify Notify Approve - 5 Notify Approve - 5 Approve
$25 million or less Notify Notify Notify Notify Notify Approve
$50 million or less Notify Notify Notify Notify Notify Approve - 2 Approve - 2
> $50 million Notify Notify Notify Notify Notify Approve
Agreement Execution
Only if $1.0 m or
less AND written
Executive
approval
maintained
Only if $2.5 m or
less AND written
Executive
approval
maintained
Yes Yes
$10 million or less Notify Notify Notify Approve
$25 million or less Notify Notify Notify Approve
$50 million or less Notify Approve - 2 Notify Approve - 2 Approve - 2
> $50 million Notify Notify Notify Approve
Agreement Execution
If $10 million or
less AND written
approval of CEO
maintained.Yes Yes
$5 million or less Notify Notify Notify Approve
$25 million or less Notify Notify Approve - 2 Approve - 2 Approve - 2
> $25 million Notify Notify Notify Approve
Agreement Execution Yes Yes
Draws on Board-Approved Debt $ 5 million or less Notify Notify Approve
$25 million or less Notify Notify Notify Approve
$75 million or less Notify Notify Notify Approve
> $75 million Notify Notify Approve - 2 Approve - 2 Approve - 2
Annual rent of $50 thousand or less and term
less than 10 years Notify Approve - 1 Approve - 1 Approve - 1 Approve - 1 Approve - 1 Approve - 1 Approve - 1
All others Notify Notify Approve - 1 Approve - 1 Approve - 1
Annual rent of $50 thousand or less and term
less than 6 years Notify Approve - 1 Approve - 1 Approve - 1 Approve - 1 Approve - 1 Approve - 1 Approve - 1
Annual rent of $500 thousand or less and term
less than 6 years Notify Notify Approve
All others Notify Notify Approve
All Leases Agreement Execution Within Approval
Limit
Within Approval
Limit
Within Approval
Limit
Within Approval
Limit
Within Approval
Limit
Within Approval
Limit Yes Yes
Hedging Transactions All Approve - 1 Approve - 1
Agreement Execution Yes Yes
Charitable Contributions $1 thousand or less Approve
(including cash or fair value $25 thousand or less Approve
of property)> $25 thousand Notify Approve - 1 Approve - 1
Open Bank or Brokerage Accounts Agreement Execution Yes - 4 Yes - 4 Yes - 4
Up to $100 thousand Approve
< $500 thousand Approve
> $500 thousand Approve - 1 Approve - 1
> $20 million Approve
EFT Tax Payments:
< $500 thousand Approve Approve
< $1 million Approve
$1 million or more Approve - 1 Approve - 1
< $500 thousand Approve Approve
< $1 million Approve
$1 million or more Approve -1 Approve - 1
$1 million or less Approve
$5 million or less Approve
> $5 million Approve - 1 Approve - 1 Approve - 1
$3 thousand or less in weekly payments Approve
$10 thousand or less in weekly payments Notify Notify Approve
$10 million or less in annual payments Notify Notify Approve - 1 Approve - 1 Approve - 1
$20 million or less in annual payments Notify Notify Approve - 4 Approve - 4 Approve - 4
> $20 million in annual payments Notify Notify Approve
Agreement Execution Within Approavl
Limit
Within Approval
Limit Yes Yes
Notes:
1 - Any of the individuals noted may approve singly.
2 -The CEO plus either the CFO or VP, Corporate Controller
3 - Automated signature of Treasurer applied to checks only that are less than $20k based on properly approved supporting documentation with no further action required.
4 - Any two of the individuals noted signing jointly.
5 - Any VP may approve singly with CFO or CEO approval
Executive
Non-Tax Payments / Commitments -
Check and EFT
(see Note 3)
Federal and State Income Tax
Payments
Leases - Property
Vice President
Leases - All Other
Bids and Customer Contracts
Other
Transfers Between Company
Accounts
A Lease is defined as a contract, or part of a contract, that conveys the right to control
the use of identified property, plant, or equipment (an identified asset) for a period of
time in exchange for consideration
Finance
Consisting of forward contracts for all or a portion of foreign exchange or interest
rate risks.
New Debt Agreements
Business Acquisitions and
Dispositions
Real Estate Acquisitions /
Dispositions / Construction
DocuSign Envelope ID: D4ACD17D-2078-42F4-8C34-5FCC8AF0A21CDocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
ACTIVE/89898411.2
UniFirst Corporation
Standing Resolutions
(Last Updated May 22, 2017)
This document reflects the outstanding resolutions that were last approved in May 2017 (“VOTED”). This also presents what is
currently being proposed as updated approval levels (“PROPOSED”).
LEGEND:
1 - Any of the individuals noted may approve singly.
2 -The CEO plus either the CFO or VP, Corporate Controller
3 - Automated signature of Treasurer applied to checks only that are less than $20k based on properly approved
supporting documentation with no further action required.
4 - Any two of the individuals noted signing jointly.
5 - Any VP may approve singly with CFO or CEO approval
Bids and Customer Contracts (CEO/CFO/SVP Sales Level)
VOTED: That any one of the Chief Executive Officer, Chief Financial Officer or Senior Vice President of Sales of the Corporation
be, and each acting singly hereby is, authorized for and in the name of the Corporation to submit bids and execute agreements
regarding the Corporation providing garment or other services in an amount in each instance involving annual payments
therefor to the Corporation of not in excess of $10,000,000; and that any two of the Chief Executive Officer, Chief Financial
Officer or Senior Vice President of Sales of the Corporation, acting together, be and they hereby are authorized for and in
the name of the Corporation to take any and all actions on behalf of the Corporation regarding the submission of bids and
the execution of agreements with respect to the Corporation providing garment or other services in an amount in each
instance involving annual payments therefor to the Corporation of not in excess of $20,000,000; that the forms of any
resolutions hereafter required or requested by any governmental authority or other party to whom a bid is submitted be, and
they hereby are, ratified, confirmed and approved; and in each instance such authorization shall include authorization with
respect to the signing of any agreements, instruments or other documents in connection therewith; and, further, the execution
and delivery of any agreements (including without limitation rental and sales contracts), instruments or documents
evidencing or in furtherance of any of the foregoing by any of such officers in accordance herewith shall be conclusive
evidence of his or her authority to so act hereunder and the authorization thereof.
DocuSign Envelope ID: D4ACD17D-2078-42F4-8C34-5FCC8AF0A21CDocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
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ACTIVE/89898411.2
PROPOSED:
Payments/Commitments
VOTED: That any one of the Chief Executive Officer, Chief Financial Officer or Treasurer of the Corporation be, and each acting
singly hereby is, authorized for and in the name of the Corporation to take any and all actions on behalf of the Corporation
regarding its payment or commitment of amounts with respect to its operations or business not in excess of $10,000,000;
and that any two of the Chief Executive Officer, Chief Financial Officer or Treasurer of the Corporation, acting together,
be and they hereby are, authorized for and in the name of the Corporation to take any and all actions on behalf of the
Corporation regarding its payment or commitment of amounts with respect to its operations or business not in excess of
$20,000,000; and in each instance such authorization shall include authorization with respect to the signing of any
agreements, instruments or other documents in connection therewith; and, further, the taking of any such action or the
execution and delivery of any such agreements, instruments or other documents by any of such officers in accordance
herewith shall be conclusive evidence of his or her authority to so act hereunder and the authorization thereof.
PROPOSED:
DocuSign Envelope ID: D4ACD17D-2078-42F4-8C34-5FCC8AF0A21CDocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
3
ACTIVE/89898411.2
Business Acquisitions/Dispositions (CEO Level)
VOTED: That the Chief Executive Officer of the Corporation acting singly is hereby authorized for and in the name of the Corporation
to take any and all actions to cause the Corporation to acquire the stock and/or assets of any business (an “Acquisition”) or
dispose of any portion of the Corporation’s business (a “Disposition”), in an amount in each instance not in ex cess of
$15,000,000; that the Chief Financial Officer of the Corporation acting singly is hereby authorized for and in the name of
the Corporation to take any and all actions regarding any Acquisition or Disposition in an amount in each instance not in
excess of $10,000,000; and that any two of the Chief Executive Officer, Chief Financial Officer or Treasurer of the
Corporation, acting together, be and they hereby are authorized for and in the name of the Corporation to take any and all
actions on behalf of the Corporation regarding any Acquisition or Disposition in an amount not in excess of $40,000,000;
and in each instance such authorization shall include authorization with respect to the signing of any agreements, instruments
or other documents in connection therewith; and, further, the taking of any such action or the execution and delivery of any
such agreements, instruments or other documents by any of such officers in accordance herewith shall be conclusive
evidence of his or her authority to so act hereunder and the authorization thereof.
PROPOSED:
Real Estate Acquisitions/Dispositions/Construction
VOTED: That the Chief Executive Officer of the Corporation acting singly is hereby authorized for and in the name of the Corporation
to take any and all actions on behalf of the Corporation regarding any acquisitions, dispositions or development of, or any
construction or alteration of any buildings or improvements on, any real estate or any interest therein (“Real Estate
Transaction”) where the cost or proceeds thereof to the Corporation is not in excess of $15,000,000; that the Chief Financial
Officer of the Corporation acting singly is hereby authorized for and in the name of the Corporation to take any and all
actions on behalf of the Corporation regarding any Real Estate Transaction where the cost or proceeds thereof to the
Corporation is not in excess of $10,000,000; and that any two of the Chief Executive Officer, Chief Financial Officer or
Treasurer of the Corporation, acting together, be and they hereby are authorized for and in the name of the Corporation to
DocuSign Envelope ID: D4ACD17D-2078-42F4-8C34-5FCC8AF0A21CDocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
4
ACTIVE/89898411.2
take any and all actions on behalf of the Corporation regarding any Real Estate Transaction where the cost or proceeds
thereof to the Corporation is not in excess of $25,000,000; and in each instance such authorization shall include authorization
with respect to the signing of any agreements, instrument s or other documents in connection therewith; and, further, the
taking of any such action or the execution and delivery of any such agreements, instruments or other documents by any of
such officers in accordance herewith shall be conclusive evidence of his or her authority to so act hereunder and the
authorization thereof.
PROPOSED:
Leases
VOTED: That the Chief Executive Officer of the Corporation acting singly is hereby authorized for and in the name of the Corporation
to take any and all actions on behalf of the Corporation regarding any lease of real or personal property (“Lease
Transaction”) where the annual rental cost thereof to the Corporation is not in excess of $500,000; that the Chief Financial
Officer of the Corporation acting singly is hereby authorized for and in the name of the Corporation to take any and all
actions on behalf of the Corporation regarding any Lease Transaction where the annual rental cost thereof to the Corporation
is not in excess of $500,000; and that any two of the Chief Executive Officer, Chief Financial Officer or Treasurer of the
Corporation, acting together, be and they hereby are authorized for and in the name of the Corporation to take any and all
actions on behalf of the Corporation regarding any Lease Transaction where the annual rental cost thereof to the Corporation
is not in excess of $1,000,000; and in each instance such authorization shall include authorization with respect to the signing
of any agreements, instruments or other documents in connection therewith; and, further, the taking of any such action or
DocuSign Envelope ID: D4ACD17D-2078-42F4-8C34-5FCC8AF0A21CDocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
5
ACTIVE/89898411.2
the execution and delivery of any such agreements, instruments or other documents by any of such officers in accordance
herewith shall be conclusive evidence of his or her authority to so act hereunder and the authorization thereof.
PROPOSED:
Hedging Transactions
VOTED: That any one of the Chief Executive Officer, Chief Financial Officer or Treasurer of the Corporation be, and each acting
singly hereby is, authorized for and in the name of the Corporation to execute one or more forward contracts for the purpose
of hedging all (but not more than all) or any portion of the Corporation’s foreign exchange or interest rate risks existing a t
the time such hedging transaction is entered into or which is probable (as determined in accordance with generally accepted
accounting principles as applied by the Corporation) at such time to thereafter exist; and in each instance such authorization
shall include authorization with respect to the signing of any agreements, inst ruments or other documents in connection
therewith; and, further, the execution and delivery of any agreements, instruments or documents evidencing or in furtherance
of any such transactions by any of such officers in accordance herewith shall be conclusive evidence of his or her authority
to so act hereunder and the authorization thereof.
DocuSign Envelope ID: D4ACD17D-2078-42F4-8C34-5FCC8AF0A21CDocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
6
ACTIVE/89898411.2
PROPOSED:
Drawdowns Under Line of Credit
VOTED: That any one of the Chief Executive Officer, Chief Financial Officer or Treasurer of the Corporation be, and each acting
singly hereby is, authorized for and in the name of the Corporation to authorize one or more borrowings, letters of credit or
other drawdown (collectively, “Drawdowns”) under any credit agreement, line of credit or other borrowing heretofore
approved by the Board of Directors of the Corporation (a “Line of Credit”); and in each instance such authorization shall
include authorization with respect to the signing of any agreements, instruments or other documents in connection therewith;
and, further, the execution and delivery of any agreements, instruments or documents evidencing or in furtherance of any
such transactions by any of such officers in accordance herewith shall be conclusive evidence of his or her authority to so
act hereunder and the authorization thereof.
PROPOSED:
DocuSign Envelope ID: D4ACD17D-2078-42F4-8C34-5FCC8AF0A21CDocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
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ACTIVE/89898411.2
Bank/Brokerage Accounts; Other Borrowings
VOTED: That any two of the Chief Executive Officer, Chief Financial Officer or Treasurer of the Corporation, acting together, be
and they hereby are authorized for and in the name of the Corporation to take any of the following actions:
(i) open bank accounts with various banking and other depository institutions, to designate signatories for such accounts
and to authorize the execution of the banking resolutions for such accounts;
(ii) open brokerage accounts for securities transactions for the account of the Corporation; and
(iii) borrow from time to time sums of money (other than Drawdowns pursuant to a Line of Credit) in each instance not
in excess of $15,000,000 upon such terms and rates of interest as such officers in their discretion may deem advisable,
and to execute notes or agreements for and in the name of the Corporation for the payment of sums so borrowed;
and in each instance such authorization shall include authorization with respect to the signing of any agreements, instruments
or other documents in connection therewith; and, further, the taking of any such action or the execution and delivery of any
such agreements, instruments or other documents by any of such officers in accordance herewith shall be conclusive
evidence of his or her authority to so act hereunder and the authorization thereof.
PROPOSED:
DocuSign Envelope ID: D4ACD17D-2078-42F4-8C34-5FCC8AF0A21CDocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
8
ACTIVE/89898411.2
Business Acquisitions (VP Level)
VOTED: That any one of the Corporation’s Executive Vice Presidents, Senior Vice Presidents, Regional Vice Presidents and Vice
Presidents (collectively, “Vice Presidents”), be, and each acting singly hereby is, authorized for and in the name of the
Corporation to take any and all actions to cause the Corporation to acquire the assets (but not the stock) of any business, in
an amount in each instance not in excess of $1,000,000, provided that such acquisition has been approved in writing by the
Chief Executive Officer of the Corporation, and such written approval is maintained with the executed documents relating
to such acquisition; and in each instance such authorization shall include authorization with respect to the signing of any
agreements, instruments or other documents in connection therewith; and, further, the taking of any such action or the
execution and delivery of any such agreements, instruments or other documents by any of such officers in accordance
herewith shall be conclusive evidence of his or her authority to so act hereunder and the authorization thereof.
PROPOSED:
Leases (VP Level)
VOTED: That any one of the Corporation’s Vice Presidents, be, and each acting singly hereby is, authorized for and in the name of
the Corporation to lease any real or personal property where the annual lease payments in each instance are not in excess of
$100,000, in each case upon such terms and conditions as he or she may determine; and in each instance such authorization
shall include authorization with respect to the signing of any agreements, instruments or other documents in connection
therewith; and, further, the taking of any such action or the execution and delivery of any such agreements, instruments or
other documents by any of such officers in accordance herewith shall be conclusive evidence of his or her authority to so
act hereunder and the authorization thereof.
DocuSign Envelope ID: D4ACD17D-2078-42F4-8C34-5FCC8AF0A21CDocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
9
ACTIVE/89898411.2
PROPOSED:
Bids and Customer Contracts (VP and Location Manager Level)
VOTED: That each of the Vice Presidents, General Managers and Branch Managers (together with the General Managers, the
“Location Managers”) of the Corporation be, and each acting singly hereby is, authorized, for and in the name of the
Corporation, to (i) execute bids and customer contracts regarding the Corporation providing garment or other services in an
amount in each instance involving weekly payments on account thereof to the Corporation of not in excess of $10,000 in
the case of Vice Presidents and $5,000 in the case of Location Managers; that the forms of any resolutions hereafter required
or requested by any governmental authority or other party to whom a bid is submitted or any financial institution or other
party providing charge accounts be, and they hereby are, ratified, confirmed and approved; and, further, and in each instance
such authorization shall include authorization with respect to the signing of any agreements, instruments or other documents
in connection therewith; and, further, the taking of any such action or the execution and delivery of any such agreements,
instruments or other documents by any of such officers in accordance herewith shall be conclusive evidence of his or her
authority to so act hereunder and the authorization thereof.
DocuSign Envelope ID: D4ACD17D-2078-42F4-8C34-5FCC8AF0A21CDocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
10
ACTIVE/89898411.2
PROPOSED:
DocuSign Envelope ID: D4ACD17D-2078-42F4-8C34-5FCC8AF0A21CDocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
From: City of Fresno / CTrax <certificate-request@ctrax.jdidata.com>
Sent: Wednesday, October 04, 2023 1:38 PM
To: certificates@willis.com; Thomas Veatch; Jennifer.Kochevar@JDiData.com;
Robin Madrid; tpenna@eecenvironmental.com
Subject: City of Fresno, Compliance Notice, UniFirst Corporation and its Subsidiaries
(R1496)
External Email: Use caution with links and attachments
Compliance Notice
No Further Action Needed
You are receiving this notice because our records show you are an active vendor or tenant
with City of Fresno. The Certificate of Insurance (COI) submitted indicates that the coverages
are in compliance with the insurance requirements. No further action is required at this
time.
Vendor Name: UniFirst Corporation and its Subsidiaries
P23-00166Unifirst facility
The compliant coverage are:
TYPE OF INSURANCE POLICY NUMBER EXPIRATION
DATE COI DATE FILE NAME
AUTOMOBILE LIABILITY ISAH10773544 10/01/2024 10/02/2023
UniFirstCorporation
- Client Pack -
3150360.PDF
DocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
GENERAL LIABILITY HD0G47359624 10/01/2024 10/02/2023
UniFirstCorporation
- Client Pack -
3150360.PDF
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY WLRC50739004AOS 10/01/2024 10/02/2023
UniFirstCorporation
- Client Pack -
3150360.PDF
Thank you,
10/4/2023 4:38 PM R1496
Powered by
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EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
UniFirst Corporation
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)
DocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
X
12/8/2023
Matthew Croatti
X
X
UniFirst may have customers in the
Fresno area that are municipal services
or city departments, as well as
contractors who complete work for the
city of Fresno.
68 Jonspin Rd
X
Wilmington, MA 01890
Senior Vice President
UniFirst Corporation
X
From: City of Fresno / CTrax <certificate-request@ctrax.jdidata.com>
Sent: Wednesday, October 04, 2023 1:38 PM
To: certificates@willis.com; Thomas Veatch; Jennifer.Kochevar@JDiData.com;
Robin Madrid; tpenna@eecenvironmental.com
Subject: City of Fresno, Compliance Notice, UniFirst Corporation and its Subsidiaries
(R1496)
External Email: Use caution with links and attachments
Compliance Notice
No Further Action Needed
You are receiving this notice because our records show you are an active vendor or tenant
with City of Fresno. The Certificate of Insurance (COI) submitted indicates that the coverages
are in compliance with the insurance requirements. No further action is required at this
time.
Vendor Name: UniFirst Corporation and its Subsidiaries
P23-00166Unifirst facility
The compliant coverage are:
TYPE OF INSURANCE POLICY NUMBER EXPIRATION
DATE COI DATE FILE NAME
AUTOMOBILE LIABILITY ISAH10773544 10/01/2024 10/02/2023
UniFirstCorporation
- Client Pack -
3150360.PDF
DocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
GENERAL LIABILITY HD0G47359624 10/01/2024 10/02/2023
UniFirstCorporation
- Client Pack -
3150360.PDF
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY WLRC50739004AOS 10/01/2024 10/02/2023
UniFirstCorporation
- Client Pack -
3150360.PDF
Thank you,
10/4/2023 4:38 PM R1496
Powered by
DocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
DocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
Authority and Authorization Matrix
Unifirst Corp.
Approval Date 01/11/22 Board of Directors
Branch Manager or
General Manager
(Location Manager)
HR Engagement
Manager
Treasury
Accountant
Head of Financial
Reporting Head, Tax Treasury Manager
Assistant
Controller
Vice President,
Corporate
Controller
Vice President,
Legal Affairs
Vice President,
Human Resources Vice President
Regional Vice
President
Senior Vice
President,
Engineering
Senior Vice
President, Sales
Senior Vice
President
Executive Vice
President CFO CEO BOD
$2.5 million or less Notify Notify Notify Notify Approve - 5 Notify Approve - 5 Approve
$25 million or less Notify Notify Notify Notify Notify Approve
$50 million or less Notify Notify Notify Notify Notify Approve - 2 Approve - 2
> $50 million Notify Notify Notify Notify Notify Approve
Agreement Execution
Only if $1.0 m or
less AND written
Executive
approval
maintained
Only if $2.5 m or
less AND written
Executive
approval
maintained
Yes Yes
$10 million or less Notify Notify Notify Approve
$25 million or less Notify Notify Notify Approve
$50 million or less Notify Approve - 2 Notify Approve - 2 Approve - 2
> $50 million Notify Notify Notify Approve
Agreement Execution
If $10 million or
less AND written
approval of CEO
maintained.Yes Yes
$5 million or less Notify Notify Notify Approve
$25 million or less Notify Notify Approve - 2 Approve - 2 Approve - 2
> $25 million Notify Notify Notify Approve
Agreement Execution Yes Yes
Draws on Board-Approved Debt $ 5 million or less Notify Notify Approve
$25 million or less Notify Notify Notify Approve
$75 million or less Notify Notify Notify Approve
> $75 million Notify Notify Approve - 2 Approve - 2 Approve - 2
Annual rent of $50 thousand or less and term
less than 10 years Notify Approve - 1 Approve - 1 Approve - 1 Approve - 1 Approve - 1 Approve - 1 Approve - 1
All others Notify Notify Approve - 1 Approve - 1 Approve - 1
Annual rent of $50 thousand or less and term
less than 6 years Notify Approve - 1 Approve - 1 Approve - 1 Approve - 1 Approve - 1 Approve - 1 Approve - 1
Annual rent of $500 thousand or less and term
less than 6 years Notify Notify Approve
All others Notify Notify Approve
All Leases Agreement Execution Within Approval
Limit
Within Approval
Limit
Within Approval
Limit
Within Approval
Limit
Within Approval
Limit
Within Approval
Limit Yes Yes
Hedging Transactions All Approve - 1 Approve - 1
Agreement Execution Yes Yes
Charitable Contributions $1 thousand or less Approve
(including cash or fair value $25 thousand or less Approve
of property)> $25 thousand Notify Approve - 1 Approve - 1
Open Bank or Brokerage Accounts Agreement Execution Yes - 4 Yes - 4 Yes - 4
Up to $100 thousand Approve
< $500 thousand Approve
> $500 thousand Approve - 1 Approve - 1
> $20 million Approve
EFT Tax Payments:
< $500 thousand Approve Approve
< $1 million Approve
$1 million or more Approve - 1 Approve - 1
< $500 thousand Approve Approve
< $1 million Approve
$1 million or more Approve -1 Approve - 1
$1 million or less Approve
$5 million or less Approve
> $5 million Approve - 1 Approve - 1 Approve - 1
$3 thousand or less in weekly payments Approve
$10 thousand or less in weekly payments Notify Notify Approve
$10 million or less in annual payments Notify Notify Approve - 1 Approve - 1 Approve - 1
$20 million or less in annual payments Notify Notify Approve - 4 Approve - 4 Approve - 4
> $20 million in annual payments Notify Notify Approve
Agreement Execution Within Approavl
Limit
Within Approval
Limit Yes Yes
Notes:
1 - Any of the individuals noted may approve singly.
2 -The CEO plus either the CFO or VP, Corporate Controller
3 - Automated signature of Treasurer applied to checks only that are less than $20k based on properly approved supporting documentation with no further action required.
4 - Any two of the individuals noted signing jointly.
5 - Any VP may approve singly with CFO or CEO approval
Executive
Non-Tax Payments / Commitments -
Check and EFT
(see Note 3)
Federal and State Income Tax
Payments
Leases - Property
Vice President
Leases - All Other
Bids and Customer Contracts
Other
Transfers Between Company
Accounts
A Lease is defined as a contract, or part of a contract, that conveys the right to control
the use of identified property, plant, or equipment (an identified asset) for a period of
time in exchange for consideration
Finance
Consisting of forward contracts for all or a portion of foreign exchange or interest
rate risks.
New Debt Agreements
Business Acquisitions and
Dispositions
Real Estate Acquisitions /
Dispositions / Construction
DocuSign Envelope ID: D4ACD17D-2078-42F4-8C34-5FCC8AF0A21CDocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
ACTIVE/89898411.2
UniFirst Corporation
Standing Resolutions
(Last Updated May 22, 2017)
This document reflects the outstanding resolutions that were last approved in May 2017 (“VOTED”). This also presents what is
currently being proposed as updated approval levels (“PROPOSED”).
LEGEND:
1 - Any of the individuals noted may approve singly.
2 -The CEO plus either the CFO or VP, Corporate Controller
3 - Automated signature of Treasurer applied to checks only that are less than $20k based on properly approved
supporting documentation with no further action required.
4 - Any two of the individuals noted signing jointly.
5 - Any VP may approve singly with CFO or CEO approval
Bids and Customer Contracts (CEO/CFO/SVP Sales Level)
VOTED: That any one of the Chief Executive Officer, Chief Financial Officer or Senior Vice President of Sales of the Corporation
be, and each acting singly hereby is, authorized for and in the name of the Corporation to submit bids and execute agreements
regarding the Corporation providing garment or other services in an amount in each instance involving annual payments
therefor to the Corporation of not in excess of $10,000,000; and that any two of the Chief Executive Officer, Chief Financial
Officer or Senior Vice President of Sales of the Corporation, acting together, be and they hereby are authorized for and in
the name of the Corporation to take any and all actions on behalf of the Corporation regarding the submission of bids and
the execution of agreements with respect to the Corporation providing garment or other services in an amount in each
instance involving annual payments therefor to the Corporation of not in excess of $20,000,000; that the forms of any
resolutions hereafter required or requested by any governmental authority or other party to whom a bid is submitted be, and
they hereby are, ratified, confirmed and approved; and in each instance such authorization shall include authorization with
respect to the signing of any agreements, instruments or other documents in connection therewith; and, further, the execution
and delivery of any agreements (including without limitation rental and sales contracts), instruments or documents
evidencing or in furtherance of any of the foregoing by any of such officers in accordance herewith shall be conclusive
evidence of his or her authority to so act hereunder and the authorization thereof.
DocuSign Envelope ID: D4ACD17D-2078-42F4-8C34-5FCC8AF0A21CDocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
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ACTIVE/89898411.2
PROPOSED:
Payments/Commitments
VOTED: That any one of the Chief Executive Officer, Chief Financial Officer or Treasurer of the Corporation be, and each acting
singly hereby is, authorized for and in the name of the Corporation to take any and all actions on behalf of the Corporation
regarding its payment or commitment of amounts with respect to its operations or business not in excess of $10,000,000;
and that any two of the Chief Executive Officer, Chief Financial Officer or Treasurer of the Corporation, acting together,
be and they hereby are, authorized for and in the name of the Corporation to take any and all actions on behalf of the
Corporation regarding its payment or commitment of amounts with respect to its operations or business not in excess of
$20,000,000; and in each instance such authorization shall include authorization with respect to the signing of any
agreements, instruments or other documents in connection therewith; and, further, the taking of any such action or the
execution and delivery of any such agreements, instruments or other documents by any of such officers in accordance
herewith shall be conclusive evidence of his or her authority to so act hereunder and the authorization thereof.
PROPOSED:
DocuSign Envelope ID: D4ACD17D-2078-42F4-8C34-5FCC8AF0A21CDocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
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ACTIVE/89898411.2
Business Acquisitions/Dispositions (CEO Level)
VOTED: That the Chief Executive Officer of the Corporation acting singly is hereby authorized for and in the name of the Corporation
to take any and all actions to cause the Corporation to acquire the stock and/or assets of any business (an “Acquisition”) or
dispose of any portion of the Corporation’s business (a “Disposition”), in an amount in each instance not in ex cess of
$15,000,000; that the Chief Financial Officer of the Corporation acting singly is hereby authorized for and in the name of
the Corporation to take any and all actions regarding any Acquisition or Disposition in an amount in each instance not in
excess of $10,000,000; and that any two of the Chief Executive Officer, Chief Financial Officer or Treasurer of the
Corporation, acting together, be and they hereby are authorized for and in the name of the Corporation to take any and all
actions on behalf of the Corporation regarding any Acquisition or Disposition in an amount not in excess of $40,000,000;
and in each instance such authorization shall include authorization with respect to the signing of any agreements, instruments
or other documents in connection therewith; and, further, the taking of any such action or the execution and delivery of any
such agreements, instruments or other documents by any of such officers in accordance herewith shall be conclusive
evidence of his or her authority to so act hereunder and the authorization thereof.
PROPOSED:
Real Estate Acquisitions/Dispositions/Construction
VOTED: That the Chief Executive Officer of the Corporation acting singly is hereby authorized for and in the name of the Corporation
to take any and all actions on behalf of the Corporation regarding any acquisitions, dispositions or development of, or any
construction or alteration of any buildings or improvements on, any real estate or any interest therein (“Real Estate
Transaction”) where the cost or proceeds thereof to the Corporation is not in excess of $15,000,000; that the Chief Financial
Officer of the Corporation acting singly is hereby authorized for and in the name of the Corporation to take any and all
actions on behalf of the Corporation regarding any Real Estate Transaction where the cost or proceeds thereof to the
Corporation is not in excess of $10,000,000; and that any two of the Chief Executive Officer, Chief Financial Officer or
Treasurer of the Corporation, acting together, be and they hereby are authorized for and in the name of the Corporation to
DocuSign Envelope ID: D4ACD17D-2078-42F4-8C34-5FCC8AF0A21CDocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
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ACTIVE/89898411.2
take any and all actions on behalf of the Corporation regarding any Real Estate Transaction where the cost or proceeds
thereof to the Corporation is not in excess of $25,000,000; and in each instance such authorization shall include authorization
with respect to the signing of any agreements, instrument s or other documents in connection therewith; and, further, the
taking of any such action or the execution and delivery of any such agreements, instruments or other documents by any of
such officers in accordance herewith shall be conclusive evidence of his or her authority to so act hereunder and the
authorization thereof.
PROPOSED:
Leases
VOTED: That the Chief Executive Officer of the Corporation acting singly is hereby authorized for and in the name of the Corporation
to take any and all actions on behalf of the Corporation regarding any lease of real or personal property (“Lease
Transaction”) where the annual rental cost thereof to the Corporation is not in excess of $500,000; that the Chief Financial
Officer of the Corporation acting singly is hereby authorized for and in the name of the Corporation to take any and all
actions on behalf of the Corporation regarding any Lease Transaction where the annual rental cost thereof to the Corporation
is not in excess of $500,000; and that any two of the Chief Executive Officer, Chief Financial Officer or Treasurer of the
Corporation, acting together, be and they hereby are authorized for and in the name of the Corporation to take any and all
actions on behalf of the Corporation regarding any Lease Transaction where the annual rental cost thereof to the Corporation
is not in excess of $1,000,000; and in each instance such authorization shall include authorization with respect to the signing
of any agreements, instruments or other documents in connection therewith; and, further, the taking of any such action or
DocuSign Envelope ID: D4ACD17D-2078-42F4-8C34-5FCC8AF0A21CDocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
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ACTIVE/89898411.2
the execution and delivery of any such agreements, instruments or other documents by any of such officers in accordance
herewith shall be conclusive evidence of his or her authority to so act hereunder and the authorization thereof.
PROPOSED:
Hedging Transactions
VOTED: That any one of the Chief Executive Officer, Chief Financial Officer or Treasurer of the Corporation be, and each acting
singly hereby is, authorized for and in the name of the Corporation to execute one or more forward contracts for the purpose
of hedging all (but not more than all) or any portion of the Corporation’s foreign exchange or interest rate risks existing a t
the time such hedging transaction is entered into or which is probable (as determined in accordance with generally accepted
accounting principles as applied by the Corporation) at such time to thereafter exist; and in each instance such authorization
shall include authorization with respect to the signing of any agreements, inst ruments or other documents in connection
therewith; and, further, the execution and delivery of any agreements, instruments or documents evidencing or in furtherance
of any such transactions by any of such officers in accordance herewith shall be conclusive evidence of his or her authority
to so act hereunder and the authorization thereof.
DocuSign Envelope ID: D4ACD17D-2078-42F4-8C34-5FCC8AF0A21CDocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
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ACTIVE/89898411.2
PROPOSED:
Drawdowns Under Line of Credit
VOTED: That any one of the Chief Executive Officer, Chief Financial Officer or Treasurer of the Corporation be, and each acting
singly hereby is, authorized for and in the name of the Corporation to authorize one or more borrowings, letters of credit or
other drawdown (collectively, “Drawdowns”) under any credit agreement, line of credit or other borrowing heretofore
approved by the Board of Directors of the Corporation (a “Line of Credit”); and in each instance such authorization shall
include authorization with respect to the signing of any agreements, instruments or other documents in connection therewith;
and, further, the execution and delivery of any agreements, instruments or documents evidencing or in furtherance of any
such transactions by any of such officers in accordance herewith shall be conclusive evidence of his or her authority to so
act hereunder and the authorization thereof.
PROPOSED:
DocuSign Envelope ID: D4ACD17D-2078-42F4-8C34-5FCC8AF0A21CDocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
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ACTIVE/89898411.2
Bank/Brokerage Accounts; Other Borrowings
VOTED: That any two of the Chief Executive Officer, Chief Financial Officer or Treasurer of the Corporation, acting together, be
and they hereby are authorized for and in the name of the Corporation to take any of the following actions:
(i) open bank accounts with various banking and other depository institutions, to designate signatories for such accounts
and to authorize the execution of the banking resolutions for such accounts;
(ii) open brokerage accounts for securities transactions for the account of the Corporation; and
(iii) borrow from time to time sums of money (other than Drawdowns pursuant to a Line of Credit) in each instance not
in excess of $15,000,000 upon such terms and rates of interest as such officers in their discretion may deem advisable,
and to execute notes or agreements for and in the name of the Corporation for the payment of sums so borrowed;
and in each instance such authorization shall include authorization with respect to the signing of any agreements, instruments
or other documents in connection therewith; and, further, the taking of any such action or the execution and delivery of any
such agreements, instruments or other documents by any of such officers in accordance herewith shall be conclusive
evidence of his or her authority to so act hereunder and the authorization thereof.
PROPOSED:
DocuSign Envelope ID: D4ACD17D-2078-42F4-8C34-5FCC8AF0A21CDocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
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ACTIVE/89898411.2
Business Acquisitions (VP Level)
VOTED: That any one of the Corporation’s Executive Vice Presidents, Senior Vice Presidents, Regional Vice Presidents and Vice
Presidents (collectively, “Vice Presidents”), be, and each acting singly hereby is, authorized for and in the name of the
Corporation to take any and all actions to cause the Corporation to acquire the assets (but not the stock) of any business, in
an amount in each instance not in excess of $1,000,000, provided that such acquisition has been approved in writing by the
Chief Executive Officer of the Corporation, and such written approval is maintained with the executed documents relating
to such acquisition; and in each instance such authorization shall include authorization with respect to the signing of any
agreements, instruments or other documents in connection therewith; and, further, the taking of any such action or the
execution and delivery of any such agreements, instruments or other documents by any of such officers in accordance
herewith shall be conclusive evidence of his or her authority to so act hereunder and the authorization thereof.
PROPOSED:
Leases (VP Level)
VOTED: That any one of the Corporation’s Vice Presidents, be, and each acting singly hereby is, authorized for and in the name of
the Corporation to lease any real or personal property where the annual lease payments in each instance are not in excess of
$100,000, in each case upon such terms and conditions as he or she may determine; and in each instance such authorization
shall include authorization with respect to the signing of any agreements, instruments or other documents in connection
therewith; and, further, the taking of any such action or the execution and delivery of any such agreements, instruments or
other documents by any of such officers in accordance herewith shall be conclusive evidence of his or her authority to so
act hereunder and the authorization thereof.
DocuSign Envelope ID: D4ACD17D-2078-42F4-8C34-5FCC8AF0A21CDocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
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ACTIVE/89898411.2
PROPOSED:
Bids and Customer Contracts (VP and Location Manager Level)
VOTED: That each of the Vice Presidents, General Managers and Branch Managers (together with the General Managers, the
“Location Managers”) of the Corporation be, and each acting singly hereby is, authorized, for and in the name of the
Corporation, to (i) execute bids and customer contracts regarding the Corporation providing garment or other services in an
amount in each instance involving weekly payments on account thereof to the Corporation of not in excess of $10,000 in
the case of Vice Presidents and $5,000 in the case of Location Managers; that the forms of any resolutions hereafter required
or requested by any governmental authority or other party to whom a bid is submitted or any financial institution or other
party providing charge accounts be, and they hereby are, ratified, confirmed and approved; and, further, and in each instance
such authorization shall include authorization with respect to the signing of any agreements, instruments or other documents
in connection therewith; and, further, the taking of any such action or the execution and delivery of any such agreements,
instruments or other documents by any of such officers in accordance herewith shall be conclusive evidence of his or her
authority to so act hereunder and the authorization thereof.
DocuSign Envelope ID: D4ACD17D-2078-42F4-8C34-5FCC8AF0A21CDocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870
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ACTIVE/89898411.2
PROPOSED:
DocuSign Envelope ID: D4ACD17D-2078-42F4-8C34-5FCC8AF0A21CDocuSign Envelope ID: 9C0D243F-714B-4DAA-9391-BCE967B82870