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HomeMy WebLinkAbout2023-01-19 Council Agenda PacketThursday, January 19, 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 01-19-2023 Approved as Amended. MA / LC 7-0 January 19, 2023City Council Meeting Agenda - Final THE FRESNO CITY COUNCIL WELCOMES YOU TO CITY COUNCIL CHAMBERS, LOCATED IN CITY HALL, 2ND FLOOR, 2600 FRESNO STREET, FRESNO, CALIFORNIA 93721. You can participate in the meeting on our City’s website click on the URL https://fresno.legistar.com/Calendar.aspx and click on the “In progress” link under “video” for the corresponding meeting. The Council meeting can also be viewed live at 9:00 A.M. on Comcast Channel 96 and AT&T Channel 99. PUBLIC COMMENT: The following options are available for members of the public who want to address City Council: 1. eComment at https://fresno.legistar.com/Calendar.aspx. a) eComments is a tool for citizens to comment on agenda items and those comments will become part of the official record. eComments will be available as soon as the agenda is published and will close 24 hours prior to the start of the meeting. The User Agreement and Procedures document for eComment can be accessed by the URL https://www.fresno.gov/cityclerk/ b) eComments will be a maximum of 450 words. OR 2. You are invited to a Zoom webinar. When:January 19, 2023, 9:00 AM Pacific Time (US and Canada) Topic: January 19, 2023, Regular Meeting a) Register in advance for this webinar: https://zoom.us/webinar/register/WN_Yu90wJWhTnK5PctebPk85w After registering, you will receive a confirmation email containing information about joining the webinar. b) If you do not wish for your name to appear on the screen, then use the drop down menu and click on “rename” to rename yourself. c) If you wish to address Council during the public comment portion of the agenda, click on the icon labeled “Participants” at the bottom center of your PC or Mac screen. At the bottom of the window on the right side of the screen, click the icon labeled “RaiseHand”. Your digital hand will now be raised. d) Those addressing Council must state their name for the record. Page 2 City of Fresno ***Subject to Mayoral Veto January 19, 2023City Council Meeting Agenda - Final e) To facilitate electronic access, no person shall speak until recognized by the Presiding Officer. OR 3. Email: to clerk@fresno.gov a) Residents may also email comments to be read during the meeting. Please include the agenda date and item number you wish to speak on in the subject line of your email. b) Emails will be a maximum of 450 words. c) All comments received will be distributed to Council prior and during the meeting and will be a part of the official record. Pursuant to Rule 11 (c) of the Rules of Procedure for the City Council of the City of Fresno, 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. All participants will be on mute until they are called upon at which point they will be unmuted. To prevent participants from having their video on, we will remove the option to show their video. The City of Fresno’s goal is to comply with the Americans with Disabilities Act, If you need additional accommodations such as interpreters, sign language signers, or the services of a translator, please contact the office of the City Clerk at (559) 621-7650 or clerk@fresno.gov. To ensure availability, you are advised to make your request at least three business days prior to the meeting. Page 3 City of Fresno ***Subject to Mayoral Veto January 19, 2023City Council Meeting Agenda - Final 9:05 A.M. ROLL CALL Invocation by Edward D. Thomas II from Living Word International Church Pledge of Allegiance to the Flag APPROVE AGENDA CEREMONIAL PRESENTATIONS Proclamation for “Frances ‘Skip’ Echeverria Day”ID 23-101 Sponsors:Councilmember Karbassi Proclamation for “Dope Barbershop Day” in the City of Fresno ID 23-19 Sponsors:Councilmember Chavez Proclamation for “Human Trafficking Awareness Month”ID 23-131 Sponsors:Councilmember Esparza Proclamation for “Michael Lopez Day”ID 23-122 Sponsors:Council President Maxwell, Vice President Perea and Councilmember Chavez COUNCILMEMBER REPORTS AND COMMENTS MAYOR/MANAGER REPORTS AND COMMENTS UNSCHEDULED COMMUNICATION PLEASE NOTE: UNSCHEDULED COMMUNICATION IS NOT SCHEDULED FOR A SPECIFIC TIME AND MAY BE HEARD ANY TIME DURING THE MEETING Public Comment Received for January 19, 2023, Regular Meeting ID 23-173 1. CONSENT CALENDAR Approval of Minutes for January 5, 2023, Regular Meeting.ID 23-891.-A. Sponsors:Office of the City Clerk Page 4 City of Fresno ***Subject to Mayoral Veto January 19, 2023City Council Meeting Agenda - Final Actions pertaining to Airports Department - Job Order Contracting (Bid File 12300168) (Council District 4) 1.Adopt a finding of Categorical Exemption pursuant to Section 15301 of the California Environmental Quality Act (CEQA) Guidelines 2.Award Job Order Contracting contracts for General Building construction to EXBON Development, Inc., Durham Construction Company, Inc., Ardent General and Puma Construction Co., Inc.; for HVAC construction to Strategic Mechanical, and Mesa Energy Systems, Inc.; and for Electrical construction to Collins Electrical Company, Inc., and Valley Unique ID 23-351.-B. Sponsors:Airports Department Approve a consultant services agreement with CSDA Design Group to provide professional noise abatement related consultant services for the Fresno Yosemite International Airport Residential Sound Insulation Program in an amount not to exceed $376,617.62 (Phase 18, Bid Group 26A) (Council District 4) ID 23-691.-C. Sponsors:Airports Department ***RESOLUTION - Authorize the acceptance of 2021 Staffing for Adequate Fire and Emergency Response (SAFER) grant award for $7,246,600 from the Federal Emergency Management Agency (FEMA) and authorize the Fire Chief to complete all required documents (Subject to Mayor’s Veto) ID 23-931.-D. Sponsors:Fire Department Approve the first amendment to the Bank of America contract for banking services to allow for amendments to the Services that are not included in the scope of services but are necessary for City business operations ID 23-1161.-E. Sponsors:Finance Department Approve the award of three citywide Requirements Contracts to CORE, Facility Designs, and Tangram for five years with two one-year optional extensions for the purchase of furniture, installation, and related products and services, not ID 23-801.-F. Page 5 City of Fresno ***Subject to Mayoral Veto January 19, 2023City Council Meeting Agenda - Final to exceed $750,000 per year plus annual CPI increases (Bid File 9666) Sponsors:General Services Department Approve a lease agreement between the City of Fresno and Bericon Partners, LLC, a California limited liability company, to lease office space in amount of $69,561.60 annually in rent payments for three years, totaling $208,684.80 in rent plus the cost of utilities ID 23-1141.-G. Sponsors:General Services Department ***RESOLUTION - Authorizing a Grant Application Totaling up to $250,000 to the California Office of Traffic Safety (CA OTS) to Fund Bicycle and Pedestrian Safety Programming and Authorizing the Execution of Related Documents by the Parks, After School, Recreation and Community Services (PARCS) Department Director or Designee. (Subject to Mayor’s Veto) (Citywide) ID 23-871.-H. Sponsors:Parks, After School and Recreation and Community Services Department ***RESOLUTION - Authorizing and directing submission of an application for funding under the State of California Regional Early Action Planning Grants of 2021 (REAP 2.0) Higher Impact Transformative (HIT) Allocation for $10,000,000 for water/wastewater infrastructure improvements near the future High Speed Rail station (Subject to Mayor’s veto) ID 23-1051.-I. Sponsors:Planning and Development Department Approve the Fifth Amendment to the Consultant Services Agreement with Blair, Church & Flynn, Consulting Engineers, Inc., of Clovis, California in the amount of $24,962 to provide additional civil engineering design, bidding and construction support services for the Peach Avenue Widening Project between Butler and Jensen Avenues, for a total contract amount of $351,924 (Council District 5) ID 23-651.-J. Sponsors:Public Works Department Approve a substitution of listed Subcontractors Fresno Fab-Tech and Boneso Brothers for FAX Facility Improvement ID 23-721.-K. Page 6 City of Fresno ***Subject to Mayoral Veto January 19, 2023City Council Meeting Agenda - Final Project (Council District 3) Sponsors:Public Works Department Page 7 City of Fresno ***Subject to Mayoral Veto January 19, 2023City Council Meeting Agenda - Final RESOLUTION - Of Intention to Annex Final Tract Map No. 6400 as Annexation No. 136 to the CITY OF FRESNO COMMUNITY FACILITIES DISTRICT NO. 11 and to Authorize the Levy of Special Taxes; and setting the public hearing for Thursday, February 23, 2023 at 10:00 a.m. (southwest corner of East Clinton Avenue and North Armstrong Avenue) (Council District 7) ID 23-851.-L. Sponsors:Public Works Department Approve the First Amendment to the consultant services agreement with Kleinfelder, Inc., to increase the contract amount by $46,785 for a total fee not to exceed $95,200 with $10,000 remaining in contingency, to provide hydrogeological support services during the drilling and construction of the new public water supply well at Pump Station 372 (Council District 3). ID 23-811.-M. Sponsors:Department of Public Utilities Actions related to acceptance of a WaterSMART Water Energy and Efficiency Grant award from the United States Department of the Interior, Bureau of Reclamation: 1.Adopt a finding of Categorical Exemption pursuant to Section 15301(a)/Class 1 of the California Environmental Quality Act (CEQA) Guidelines 2.***Approve an Assistance Agreement with the United States Department of the Interior, Bureau of Reclamation and accept receipt of a $379,390 WaterSMART grant for the Smart Irrigation Timers Direct Install Project (Subject to Mayor’s veto) 3.***Resolution - Adopt the18th Amendment to the Annual Appropriation Resolution (AAR) No 2022-154 establishing appropriations in the amount of $843,700 for the WaterSMART grant for the Smart Irrigation Timers Direct Install Project (Requires 5 affirmative votes) (Subject to Mayor’s Veto) ID 23-631.-N. Sponsors:Department of Public Utilities Page 8 City of Fresno ***Subject to Mayoral Veto January 19, 2023City Council Meeting Agenda - Final Actions pertaining to receiving non-storable flood flows from Millerton Lake: 1.Adopt a finding of statutory exemption pursuant to California Environmental Quality Act (CEQA) Guidelines Section 15282(u). 2.***RESOLUTION - Authorizing the Execution of a contract for Temporary Water Service between the United States and the City of Fresno to purchase and accept non-storable flood flows from Millerton Lake during the current water year. ID 23-1041.-O. Sponsors:Department of Public Utilities Actions pertaining to the 2022 Project Safe Neighborhoods grant program 1.Authorize the Chief of Police to accept $430,318 in grant funding from the Office of Justice Program (OJP) through the Bureau of Justice Assistance (BJA) and execute the grant agreement for the 2022 Project Safe Neighborhoods grant. 2.***RESOLUTION - Adopt the 21st amendment to the Annual Appropriation Resolution No. 2022-154 appropriating $427,300 to the Police Department’s FY 2023 budget for the Project Safe Neighborhoods grant program (Requires 5 affirmative votes)(Subject to Mayor’s veto). 3.***RESOLUTION - Authorizing the Chief of Police or his Designee to execute a contract with Penlink, Ltd. for the purchase of hardware, software and maintenance services, in the amount of $320,000 without advertised competitive bidding. ID 23-961.-P. Sponsors:Police Department Actions pertaining to the 2023 Law Enforcement Specialized Unit Program: 1.Authorize acceptance of $203,143 in grant funding from the California Governor’s Office of Emergency Services’ Law Enforcement Specialized Unit Program to the Fresno Police Department 2. ***RESOLUTION - Adopt the 23rd Amendment to the Annual Appropriation Resolution (AAR) No. 2022-154 appropriating $203,100 for the Police Department’s Law Enforcement Specialized Unit Program Grant in the ID 23-941.-Q. Page 9 City of Fresno ***Subject to Mayoral Veto January 19, 2023City Council Meeting Agenda - Final department’s Domestic Violence Unit (requires five affirmative votes) (Subject to Mayor’s veto) 3.Approve a Memorandum of Understanding with the Marjaree Mason Center Sponsors:Police Department Submission for Informational Purposes of the Annual Comprehensive Financial Reports (“ACFR”) regarding the Financial Activities of the City of Fresno Retirement Systems for the Fiscal Year Ending June 30, 2022 ID 23-841.-R. Sponsors:Retirement Department ***RESOLUTION - Updating the Policy Entitled “School Liaison Act” (Subject to Mayor’s Veto) ID 23-1371.-S. Sponsors:Councilmember Esparza Council Boards and Commissions Communications, Reports, Assignments and/or Appointments, Reappointments, Removals to/from City and non-City Boards and Commissions ID 23-591.-T. Sponsors:Council President Maxwell RESOLUTION - Amending Rule 2 of the Council Rules of Procedure Relating to the Election of Council President and Vice President ID 23-1201.-U. Sponsors:Council President Maxwell ***RESOLUTION - Confirming emergency conditions continue to directly impact the ability of legislative bodies to meet safely in person and authorizing remote teleconference meetings of City legislative bodies for 30 days, pursuant to Brown Act provisions (Subject to Mayor’s Veto). ID 23-901.-V. Sponsors:Council President Maxwell Joint Meeting of The City Council, The City in Its Capacity as Housing Successor to the Redevelopment Agency of the City of Fresno and The Fresno Revitalization Corporation *** RESOLUTION - Declaring a .29-acre vacant parcel located at the southeast corner of E. Ventura Street and S. ID 23-641.-W. Page 10 City of Fresno ***Subject to Mayoral Veto January 19, 2023City Council Meeting Agenda - Final Seventh Street (APN: 470-052-01T), a 2.85-acre vacant parcel located on E. Ventura Street between S. Eighth Street and S. Seventh Street (APN: 470-052-02T), and a .26-acre vacant parcel located at the southeast corner of S. Eighth Street and E. El Monte Way (APN: 470-052-03T), to be exempt surplus land and directing staff to comply with the open and competitive request for proposals process for the disposition of these parcels for a mixed-use mixed-income housing development as required by FMC Section 4-204 (District 5) (Subject to Mayor’s Veto) Sponsors:Planning and Development Department and Successor Agency to the Redevelopment Agency of the City of Fresno Successor Agency to the Redevelopment Agency of the City of Fresno and Fresno Revitalization Corporation (FRC) consider adopting: 1.RESOLUTION - Approving the Recognized Obligation Payment Schedule 23-24 ID 23-881.-X. Sponsors:Successor Agency to the Redevelopment Agency of the City of Fresno CONTESTED CONSENT CALENDAR 2. SCHEDULED COUNCIL HEARINGS AND MATTERS 10:00 A.M. #1 HEARING to adopt resolutions and ordinance to annex territory and levy a special tax regarding City of Fresno Community Facilities District No. 11, Annexation No. 135 (Final Tract Map No. 5388) (located along West San Jose Avenue north of North Salinas Avenue) (Council District 2) 1.***RESOLUTION - to Annex Territory to Community Facilities District No. 11 and Authorizing the Levy of a Special Tax for Annexation No. 135 (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 ID 23-92 Page 11 City of Fresno ***Subject to Mayoral Veto January 19, 2023City Council Meeting Agenda - Final Special Tax for the Property Tax Year 2022-2023 and Future Tax Years Within and Relating to Community Facilities District No. 11, Annexation No. 135 (Subject to Mayor’s Veto) Sponsors:Public Works Department 10:00 A.M. #2 Actions pertaining to Final Map of Tract No. 5388 RESOLUTION - Approving the Final Map of Tract No. 5388, and accepting dedicated public uses offered therein except for dedications offered subject to City acceptance of developer installed required improvements - located at the intersection of North Salinas Avenue and West San Jose Avenue (Council District 2) ID 23-66 Sponsors:Public Works Department 10:05 A.M. HEARING to consider Plan Amendment and Rezone Application No. P19-05950 and related Environmental Assessment No. P19-05950, for approximately 1.73 acres of property located on the south side of West Nees Avenue, between North Blackstone and North Ingram Avenues (Council District 2) 1.ADOPT the Negative Declaration as prepared for Environmental Assessment No. P19-05950 dated July 29, 2022, for the proposed project pursuant to the California Environmental Quality Act (CEQA). 2.RESOLUTION - Approving Plan Amendment Application No. P19-05950 proposing to amend the Fresno General Plan to change the planned land use designation for the subject property from High Density Residential (±1.73 acres) to Regional Mixed Use (±1.73 acres). 3.BILL (for introduction and adoption) - Approving Rezone Application No. P19-05950 proposing to amend the Official Zoning Map of the City of Fresno to rezone the subject property from the RM-3/UGM/CZ (Multi-Family Residential, High Density/Urban Growth Management/conditions of zoning) zone district to the RMX (Regional Mixed Use) zone ID 23-16 Page 12 City of Fresno ***Subject to Mayoral Veto January 19, 2023City Council Meeting Agenda - Final district in accordance with Plan Amendment Application No. P19-05950. Sponsors:Planning and Development Department 10:10 A.M. JOINT MEETING WITH THE FRESNO JOINT POWERS FINANCING AUTHORITY (JPFA). MEMBERS OF JPFA BOARD: MAYOR DYER, CHAIR BREDEFELD, COUNCILMEMBER KARBASSI JPFA ACTION HEARING designating and authorizing certain Finance Officers of the City of Fresno (“City”) to sign various investment and commercial banking documents, and to provide verbal instruction required for prudent financial administration and safekeeping of Fresno Joint Powers Finance Authority (“JPFA”) funds and property ID 23-107A. Sponsors:Finance Department HEARING to consent to and authorize the investment monies in the Local Agency Investment Fund (“LAIF”) in the custody of the State Treasurer for purposes of prudent financial administration and safekeeping of Fresno Joint Powers Finance Authority (“JPFA”) funds, and authorize certain Finance Officers of the City of Fresno (“City”) in connection therewith ID 23-108B. Sponsors:Finance Department CITY ACTION Appoint and authorize certain Finance Officers of the City of Fresno (“City”) to sign City checks and various investment and commercial banking documents, and to provide verbal instruction required for the prudent financial administration and safekeeping of City funds ID 23-109C. Sponsors:Finance Department Consent to and authorization of the investment of monies in the Local Agency Investment Fund (“LAIF”) in the custody of ID 23-110D. Page 13 City of Fresno ***Subject to Mayoral Veto January 19, 2023City Council Meeting Agenda - Final the State Treasurer for purposes of investment and authorize certain Finance Officers in connection therewith Sponsors:Finance Department 3. GENERAL ADMINISTRATION Progress of Code Enforcement, including ASET Quarterly report. ID 23-1213.-A. Sponsors:City Attorney's Office 4. CITY COUNCIL Workshop - Constituent Service Software- FiresideID 23-1324.-A. Sponsors:Councilmember Esparza 5. CLOSED SESSION CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) Joshua Spengeman v. City of Fresno ID 23-735.-A. Sponsors:City Attorney's Office CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) Case Name: Lori Brown (Richard Brown, Dec’d) v. City of Fresno, PSI, Admin by Tristar Risk Management; WCAB No.: ADJ14667282 ID 23-745.-B. Sponsors:City Attorney's Office CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) Case Name: William Hunter v. City of Fresno, PSI, Admin. by Tristar Risk Management; WCAB Case No. ADJ11218501; Claim No.: 1010102289. ID 23-755.-C. Page 14 City of Fresno ***Subject to Mayoral Veto January 19, 2023City Council Meeting Agenda - Final Sponsors:City Attorney's Office CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) Case Name: Joseph Ploharz v. City of Fresno, PSI, Admin by Tristar Risk Management; ADR Case No.: FP-ADR-01387 ID 23-765.-D. Sponsors:City Attorney's Office CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) Case Name: Cary Weigant v. City of Fresno, PSI, Admin by Tristar Risk Management; IDR Case No.: FP-ADR-01250 ID 23-775.-E. Sponsors:City Attorney's Office CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) Terance Frazier, et al. v. City of Fresno, et al.; United States District Court Case No.: 1:20-CV-01069 ID 23-975.-F. Sponsors:City Attorney's Office CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) Case Name: Sonia Quintero-Perez v. City of Fresno, et al. Fresno Superior Court Case No. 18CECG00843 ID 23-1185.-G. Sponsors:City Attorney's Office CONFERENCE WITH REAL PROPERTY NEGOTIATOR - Government Code Section 54956.8 Property: 591 N. Fowler (Fowler and Tulare) Negotiating Parties: City Manager; BN Diversified, LLC. (Bonadelle Homes) Under negotiations: Price and terms of sale ID 23-1335.-H. Page 15 City of Fresno ***Subject to Mayoral Veto January 19, 2023City Council Meeting Agenda - Final Sponsors:City Attorney's Office CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) Case Name: Nelson Esparza v. Garry Bredefeld; Fresno Superior Court Case No. 22CECG01469 ID 23-1415.-I. Sponsors:City Attorney's Office ADJOURNMENT UPCOMING SCHEDULED COUNCIL HEARINGS AND MATTERS FEBRUARY 23, 2023 10:00 A.M. - HEARING for City of Fresno Community Facilities District No. 11 (southwest corner of East Clinton Avenue and North Armstrong Avenue (District 7) MARCH 30, 2023 10:00 A.M. - HEARING to adopt resolutions and ordinance to annex territory and levy a special tax regarding City of Fresno Community Facilities District No. 11, Annexation No. 137 (Final Tract Map No. 6299) (located at the southeast corner of East Belmont Avenue and North Armstrong Avenue) (Council District 5) MARCH 30, 2023 10:05 A.M. - HEARING – To adopt Resolutions and Ordinance to annex territory and levy a special tax regarding City of Fresno Community Facilities District No. 17, Annexation LS003 (Final Tract Map No. 6299) (located at southeast corner of East Belmont Avenue and North Armstrong Avenue) (Council District 5) UPCOMING EMPLOYEE CEREMONIES April 19, 2023 (Wednesday) - Employee of the Spring Quarter April 26, 2023 (Wednesday) - Employee Service Awards July 19, 2023 (Wednesday) - Employee of the Summer Quarter October 18, 2023 (Wednesday) - Employee of the Fall Quarter November 15, 2023 (Wednesday) - Employee Service Awards 2023 CITY COUNCIL MEETING SCHEDULE JANUARY 26, 2023 - NO MEETING Page 16 City of Fresno ***Subject to Mayoral Veto January 19, 2023City Council Meeting Agenda - Final FEBRUARY 02, 2023 - NO MEETING FEBRUARY 09, 2023 - 9:00 A.M. FEBRUARY 16, 2023 - NO MEETING FEBRUARY 23, 2023 - 9:00 A.M. MARCH 02, 2023 - NO MEETING MARCH 09, 2023 - 9:00 A.M. MARCH 16, 2023 - NO MEETING MARCH 23, 2023 - NO MEETING MARCH 30, 2023 - 9:00 A.M. APRIL 06, 2023 - NO MEETING APRIL 13, 2023 - NO MEETING APRIL 20, 2023 - 9:00 A.M. APRIL 27, 2023 - 9:00 A.M. Page 17 City of Fresno ***Subject to Mayoral Veto City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-101 Agenda Date:1/19/2023 Agenda #: REPORT TO THE CITY COUNCIL FROM:MIKE KARBASSI, Councilmember District 2, City Council SUBJECT Proclamation for “Frances ‘Skip’ Echeverria Day” RECOMMENDATION Attachment: City of Fresno Printed on 1/19/2023Page 1 of 1 powered by Legistar™ 01-19-2023 Presented CITY OF FRESNO Office of Councilmember Mike Karbassi WHEREAS, Frances Echeverria is daughter of Fresno from the start. Born the 5th youngest of 6 daughters to a Basque immigrant father and a mother from a nearby mountain community; and WHEREAS, Raised in the Central Unified School District, she was an eager student. Activities included 4-H for horses and leadership. Frances moved on to high school and the Fresno-Central FFA Chapter at 12 years old to pursue academics and a collection of agricultural and leadership activities that eventually lead to an American FFA Degree; and WHEREAS, Frances attended CSU Fresno on scholarship, graduated at 19 with a BA in Communication. Rather than continue the graduate program, she left school to pursue a career in rock radio, where she earned the name Skippy, until the end of Fresno’s heritage rock station, KRZR; and WHEREAS, Frances was hired to host the first live and local morning show (in a female-scarce field) on KFRR for 9 years and was recruited in 2019 to join the “Afternoon Drive” at KMJ with Philip Teresi. They were voted the People’s Choice Radio Team by Fresno Bee readers in 2021; and WHEREAS, As the pandemic hit the Central Valley, the need for mental health and counseling became great, and thankfully Frances was well equipped to help those who required these services having earned an MS in counseling and became a Licensed Marriage & Family Therapist during those years in radio; and WHEREAS, In the mental health field, Frances has spent the last 10+ years working in the community as a school- based clinician, social worker for a foster/adoption agency, in multiple recovery settings, and currently has a private practice that focuses on addiction, trauma, mood disorders, and minority populations. She is in her 6th year as an adjunct professor at Fresno State, where she teaches graduate level courses that have included addictions counseling, counseling practicum and child and adolescent therapy; and WHEREAS, Frances is married to Brett and together, they are raising a house filled with 4 young adults. Micah, Aubrey, Angelina, and Trip; and WHEREAS, After leaving behind radio, Frances will develop mental health programs to serve businesses and underserved populations, writing and focusing on community involvement to give back to Fresno. NOW, THEREFORE BE IT RESOLVED, that we Mayor Jerry Dyer and the Fresno City Council do hereby honor: “Frances ‘Skip’ Echeverria 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 19th day of January 2023. _____________________________________________ __________________________________________ JERRY DYER, Honorable Mayor ANNALISA PEREA, Council Vice President _____________________________________________ __________________________________________ MIKE KARBASSI, Councilmember District 2 MIGUEL ARIAS, Councilmember District 3 _____________________________________________ __________________________________________ TYLER MAXWELL, Council President LUIS CHAVEZ, Councilmember District 5 _____________________________________________ __________________________________________ GARRY BREDEFELD, Councilmember District 6 NELSON ESPARZA, Councilmember District 7 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-19 Agenda Date:1/19/2023 Agenda #: REPORT TO THE CITY COUNCIL SUBJECT Proclamation for “Dope Barbershop Day” in the City of Fresno City of Fresno Printed on 1/19/2023Page 1 of 1 powered by Legistar™ 01-19-2023 Presented CITY OF FRESNO Mayor and City Council Offices Is Hereby Presented to: Dope Barbershop It is with great distinction that we join in honoring Dope Barbershop on your pursuit of dreams by opening and operating 4 locations. We appreciate your mission of creating economic opportunities for others to gain careers in the skillset of barbering and creating a culture that is inclusive and empowering to your employees and providing excellent customer service with quality hair care Our city gratefully acknowledges your many notable accomplishments, such as community involvement with local school aged kids with free haircuts and mentorship. We thank you for putting faith and restoration back into our neighborhoods and communities. We wish you the best of continued success! NOW, THEREFORE, BE IT RESOLVED, that we, Mayor Jerry Dyer, and the Fresno City Council, do hereby proclaim Thursday, January 19, 2023, to be: “DOPE BARBERSHOP 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 19th day of January 2023. _______________________________________ __________________________________________ MAYOR JERRY DYER COUNCILMEMBER LUIS CHAVEZ ________________________________________ __________________________________________ COUNCIL PRESIDENT TYLER MAXWELL COUNCIL VICE-PRESIDENT ANNALISA PEREA ________________________________________ __________________________________________ COUNCILMEMBER MIKE KARBASSI COUNCILMEMBER MIGUEL ARIAS ________________________________________ __________________________________________ COUNCILMEMBER GARRY BREDEFELD COUNCILMEMBER NELSON ESPARZA City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-131 Agenda Date:1/19/2023 Agenda #: CEREMONIAL PRESENTATION Proclamation for “Human Trafficking Awareness Month” City of Fresno Printed on 1/19/2023Page 1 of 1 powered by Legistar™ 01-19-2023 Presented Fresno Economic Opportunities Commission WHEREAS: January is National Human Trafficking Prevention Month, dedicated to raising awareness about different forms of human trafficking, ways to support trafficking survivors, and educating communities about issues, so people are equipped to notice the signs of trafficking situations. The Fresno EOC Sanctuary and Support Services Central Valley Against Human Trafficking project has worked towards assisting over 1,500 survivors of human trafficking in our local communities; and WHEREAS: There are estimated to be more than 24.9 million people, adults, and children, that are subjected to human trafficking around the world. The National Center for Missing and Exploited Children estimates that one out of six endangered runaways are likely to be sex trafficked; and WHEREAS: The U.S. Department of Labor identified 158 goods from 77 different countries to have been made by forced child labor. Human trafficking generates hundreds of billions of dollars in profit by trapping millions of people in horrific situations, domestically and abroad; and WHEREAS: The City of Fresno reflects on the resilience of those who work tirelessly to prevent and eliminate this form of abuse and exploitation. The need for efforts for greater awareness and accountability regarding the crime of human trafficking. NOW THEREFORE BE IT RESOLVED: that Nelson Esparza, the Fresno City Council, and Mayor do hereby proclaim, the month of January 2023, as: “National Human Trafficking Prevention Month” in the City of Fresno, IN WITNESS WHEREOF, we have hereunto set our hands and affixed the Seal of The City of Fresno, California, on this 19th day of January 2023. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-122 Agenda Date:1/19/2023 Agenda #: REPORT TO CITY COUNCIL SUBJECT Proclamation for “Michael Lopez Day” City of Fresno Printed on 1/19/2023Page 1 of 1 powered by Legistar™ 01-19-2023 Presented CITY OF FRESNO ____________________________________________ __________________________________________ JERRY DYER, Honorable Mayor TYLER MAXWELL, Council President _____________________________________________ __________________________________________ ANNALISA PEREA, Council Vice President MIKE KARBASSI, Councilmember, District 2 _____________________________________________ __________________________________________ MIGUEL ARIAS, Councilmember, District 3 LUIS CHAVEZ, Councilmember, District 5 _____________________________________________ __________________________________________ GARRY BREDEFELD, Councilmember, District 6 NELSON ESPARZA, Councilmember, District 7 Office of Council President Tyler Maxwell Is hereby presented to: Michael Lopez WHEREAS, Michael Lopez was raised in Mendota, California by his single mother Lupe Quintanar and two great uncles, Carlos and Henry Navarrette. Mr. Lopez began working in agriculture at the young age of 15 years old where he worked in packing houses along with his family. Mr. Lopez later graduated from Tranquility High School in 1984; and WHEREAS, Michael Lopez’s sheet metal career began while working at New England Sheet Metal in 1991, where he was rapidly promoted to journeyman and later foreman. In 2002, Mr. Lopez completed a 5-year apprenticeship which helped him excel in his career and earned him a certification in welding structural steel and light gauge metal; and WHEREAS, Michael Lopez has served as a business representative for the Sheet Metal Workers Local 104 for 10 years and has led as President of the Fresno, Madera, Tulare, and Kings Building Trades Council for the last 3 years. He has also served on a variety of boards and commissions including: Fresno County Local Agency Formation Commission, City of Fresno Capital Projects Oversight Board, Focus Forward, Arte Americas, among others; and WHEREAS, Michael Lopez career in the Building Trades and the labor movement is an inspiration to many who are looking for a career that provides them the opportunity to be successful and earn a good standard of living; and WHEREAS, Michael Lopez enjoys his free time with his children and grandchildren going boating, camping, and barbecuing. NOW, THEREFORE BE IT RESOLVED, that we, Mayor Jerry Dyer and the Fresno City Council, do hereby proclaim the 19th day of January 2023 to be: “Michael Lopez 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 19 th day of January of the Year Two Thousand and Twenty-Three. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-173 Agenda Date:12/29/2022 Agenda #: REPORT TO THE CITY COUNCIL SUBJECT Public Comment Received for January 19, 2023, Regular Meeting Attachment: City of Fresno Printed on 1/23/2023Page 1 of 1 powered by Legistar™ 01-19-2023 Distributed City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-89 Agenda Date:1/19/2023 Agenda #: 1.-A. REPORT TO THE CITY COUNCIL FROM:TODD STERMER, City Clerk Office of the City Clerk SUBJECT Approval of Minutes for January 5, 2023, Regular Meeting. Attachment: Draft of January 5, 2023, Regular Meeting Minutes City of Fresno Printed on 1/13/2023Page 1 of 1 powered by Legistar™ 01-19-2023 GB / LC 6-0 with MK absent. Approved on Consent City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-35 Agenda Date:1/19/2023 Agenda #: 1.-B. REPORT TO THE CITY COUNCIL FROM:HENRY THOMPSON, Director of Aviation Airports Department SUBJECT Actions pertaining to Airports Department - Job Order Contracting (Bid File 12300168) (Council District 4) 1.Adopt a finding of Categorical Exemption pursuant to Section 15301 of the California Environmental Quality Act (CEQA) Guidelines 2.Award Job Order Contracting contracts for General Building construction to EXBON Development, Inc., Durham Construction Company, Inc., Ardent General and Puma Construction Co., Inc.; for HVAC construction to Strategic Mechanical, and Mesa Energy Systems, Inc.; and for Electrical construction to Collins Electrical Company, Inc., and Valley Unique RECOMMENDATIONS Staff recommends that Council adopt a finding of Categorical Exemption and award Job Order Contracting (JOC) contracts for General Building construction to EXBON Development, Inc., Durham Construction Company, Inc., Ardent General and Puma Construction Co., Inc.; for HVAC construction to Strategic Mechanical, and Mesa Energy Systems, Inc.; and for Electrical construction to Collins Electrical Company, Inc., and Valley Unique. EXECUTIVE SUMMARY The Airports Department (Airports) and Facilities Management Division (FMD) have been using the JOC program, as offered by The Gordian Group, successfully since 2014. The JOC Program enables Airports to provide improved responsiveness on building maintenance and construction projects at competitive "local market" pricing. The JOC Program administers competitively bid fixed-unit pricing for construction tasks from local contractors which can be quickly accessed by Airports to perform needed building repairs, maintenance, alterations, installations and other construction services. BACKGROUND On December 17, 2009, September 15, 2015, and again on September 24, 2020, Council approved 5-year contracts with The Gordian Group, Inc., that allowed all City Departments to utilize the JOC Program for building maintenance projects. On September 28, 2017, Council approved a JOC Program specifically for FMD, and on September 24, 2020, a second contract was awarded. Airports City of Fresno Printed on 1/13/2023Page 1 of 3 powered by Legistar™ 01-19-2023 GB / LC 6-0 with MK absent. Approved on Consent File #:ID 23-35 Agenda Date:1/19/2023 Agenda #: 1.-B. Program specifically for FMD,and on September 24,2020,a second contract was awarded.Airports obtained Council approval for its first JOC Program on September 20,2018,and is now seeking authorization to continue with another JOC contract to serve both Fresno Yosemite International and Fresno Chandler Executive Airports. Airports annually budgets for building maintenance and renovation projects as well as various unforeseen facility repairs.The JOC Program allows Airports to utilize the successful bidders for timely execution of construction projects with improved quality at competitive rates.The bid specifications included an extensive unit price catalog of approximately 120,000 typical construction and maintenance construction tasks,pricing,and associated technical specifications.When submitting a bid for the JOC program,each bidder is agreeing to the unit cost per item in this catalog of construction tasks multiplied by their respective adjustment factors.The sum total of adjusted unit costs,as reflected in a Job Order,represents the total cost for a project including mobilization, permitting, overhead and profit. On October 5,2022,staff released the JOC specifications to Plant Bids and On October 25,2022, received bids from 11 bidders.Four General Contractors and two each HVAC and Electrical contractors were selected based on the lowest adjustment factors bid for each trade as specified in the bid documents.The term of each contract is for an initial period of one year or a maximum of $1,000,000 whichever comes first and includes two one-year and/or $1,000,000 options.The actual total value of Job Orders accepted by the Airport from any given Contractor will be determined by the Airport with no minimum obligation.At the discretion of the City and if deemed to be in the public interest, the Maximum Contract Value of this Contract may be increased. The Agreement has been reviewed and approved as to form by the City Attorney's Office. ENVIRONMENTAL FINDINGS Staff has determined that Class 1 Categorical Exemptions set forth in the California Environmental Quality Act (CEQA)Guidelines,Article 19,Section 15301 (Existing Facilities)is appropriate for this action,as the proposed projects involve the restoration or rehabilitation of existing facilities. Furthermore,staff has determined that none of the exceptions to Categorical Exemptions set forth in the CEQA Guidelines, Section 15300.2 apply to action. LOCAL PREFERENCE Local preference does not apply because federal funding may be used. FISCAL IMPACT This Agreement will be funded through appropriations for specific projects and budgeted maintenance activities,which were included in the adopted FY2023 budget.There is no impact to the General Fund from this action. Attachments: - Bid Evaluation - Sample Contract City of Fresno Printed on 1/13/2023Page 2 of 3 powered by Legistar™ File #:ID 23-35 Agenda Date:1/19/2023 Agenda #: 1.-B. City of Fresno Printed on 1/13/2023Page 3 of 3 powered by Legistar™ Department Head Approval Title J)r� cf ¼<o.,,; Date \ \ r.z-t /-U-, LXJ Approve Dept. Recommendation (X) Approve GSD/Purchasing Recommendation [_) Disapprove (_) Disapprove (_) See Attachment GENERAL SERVICES DEPARTMENT CITY MANAGER � 12/02/2022Purchasing� Date Date K:\FORMS\EVALUATIONFORMRFP JOC DIV I.pdf 1.16 CONTRACT CITY OF FRESNO, CALIFORNIA PUBLIC WORK OF IMPROVEMENT JOB ORDER CONTRACT THIS CONTRACT is made and entered into by and between CITY OF FRESNO, a California municipal corporation (hereinafter referred to as “City”), and [Contractor Name], [Legal Identity] (hereinafter referred to as “Contractor”) as follows: 1. Contract Documents. The “Notice Inviting Bids,” “Instructions to Bidders,” “Bid Proposal,” “Construction Task Catalog®”, Federal Requirements, “Technical Specifications” and the “Specifications” including “General Conditions” and “Special Conditions” for the following: [Title] (Bid File No. [Bid File No.]) JOB ORDER CONTRACT, 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, and are hereby incorporated into and made a part of this Contract, and shall be known as the Contract Documents. 2. Price and Work. The Contract is an indefinite quantity contract for construction work and services. The Minimum Contract Value of Job Orders that the Contractor is guaranteed the opportunity to perform under this Contract is $0. The Maximum Contract Value is $3,000,000 per Contract term. At the discretion of the City and if deemed to be in the public interest, the Maximum Contract Value of this Contract may be increased. 3. The Contractor shall perform all work required, necessary, proper for or incidental to completing the Detailed Scope of Work called for in each individual Job Order issued pursuant to this Contract for the Unit Prices set forth in the Construction Task Catalog® and the following Adjustment Factors as set forth in the Bid Proposal: a. Normal Working Hours Adjustment Factor 7:00 am to 4:00 pm Monday to Friday, except for Owner Holidays: ___________. b. Other Than Normal Working Hours Adjustment Factor 4:00 pm to 7:00 am Monday to Friday, and all day Saturday, Sunday, and Owner Holidays: ___________. c. Secure Locations Normal Working Hours Adjustment Factor 7:00 am to 4:00 pm Monday to Friday, except for Owner Holidays: ___________. d. Secure Locations Other Than Normal Working Hours Adjustment Factor 4:00 pm to 7:00 am Monday to Friday, and all day Saturday, Sunday, and Owner Holidays: ___________. 4. 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. 5. 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. Contractor agrees to accept electronic payment from the City. 6. 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 JOC DIV I.pdf 1.17 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. 7. 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. 8. Worker’s Compensation Certification. In compliance with the provisions of Section 1861 of the California Labor Code, Contractor hereby certifies as follows: I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for worker’s compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of work of this Contract and will make my subcontractors aware of this provision. JOC DIV I.pdf 1.18 IN WITNESS WHEREOF, the parties have executed this Contract on the day and year here below written, of which the date of execution by City shall be subsequent to that of Contractor’s, and this Contract shall be binding and effective upon execution by both parties. [Contractor Name], [Legal Identity] By: Name: (Type or print written signature.) Title: (If corporation or LLC, Board Chair, Pres. or Vice Pres.) Dated: By: Name: (Type or print written signature.) Title: (If corporation or LLC, CFO, Treasurer, Secretary or Assistant Secretary) Dated: CITY OF FRESNO, a California municipal corporation By: Henry Thompson Director of Aviation Airports Department Dated: ATTEST: City Clerk By: Todd Stermer City Clerk No signature of City Attorney required. Standard Document #DPW JOC has been used without modification as certified by the undersigned. By: Mark W. Davis Airports Planning Manager Airports Department City address: City of Fresno Attention: Richard L. Madrigal, Airports Projects Supervisor 4995 E. Clinton Way Fresno, CA 93727 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-69 Agenda Date:1/19/2023 Agenda #: 1.-C. REPORT TO THE CITY COUNCIL FROM:HENRY THOMPSON, Director of Aviation Airports Department BY:MARK W. DAVIS, Airports Planning Manager Airports Department SUBJECT Approve a consultant services agreement with CSDA Design Group to provide professional noise abatement related consultant services for the Fresno Yosemite International Airport Residential Sound Insulation Program in an amount not to exceed $376,617.62 (Phase 18, Bid Group 26A) (Council District 4) RECOMMENDATION Staff recommends Council authorize the Director of Aviation to execute a consulting agreement with CSDA Design Group (CSDA) to provide consultant services for the Fresno Yosemite International Airport Residential Sound Insulation Program in an amount not to exceed $376,617.62. EXECUTIVE SUMMARY The acoustic treatment of eligible homes in the vicinity of FAT has been ongoing since 1994 with funding from the Federal Aviation Administration (FAA) as part of its Residential Sound Insulation Program, locally known as the Sound Mitigation Acoustical Remedy Treatment (SMART) Program. To date, 1309 homes have been acoustically treated at no cost to the homeowners. FAA Airport Improvement Program (AIP) federal fiscal year 2022 grant funding for the SMART program has been received allowing the Department to implement the next phase of the Program. The proposed consulting services agreement with CSDA will provide program administration, testing, design, and construction management for the acoustic treatment of 20 single-family residences. BACKGROUND The SMART Program is an element of the FAA approved Part 150 Noise Compatibility Program (NCP) for FAT that provides federal funding to reduce interior noise levels in residential units located within a designated noise-impacted area around the airport. Participation in the Program is voluntary. Owners of homes located inside the 65 CNEL boundary, as identified on the FAA approved Noise Exposure Map, are contacted about participating in the program and scheduled for additional review and testing to determine eligibility. The 65 CNEL is established through a FAA noise modeling City of Fresno Printed on 1/13/2023Page 1 of 2 powered by Legistar™ 01-19-2023 GB / LC 6-0 with MK absent. Approved on Consent File #:ID 23-69 Agenda Date:1/19/2023 Agenda #: 1.-C. and testing to determine eligibility.The 65 CNEL is established through a FAA noise modeling program that takes into account a number of factors,including:(i)noise monitoring around the airport,(ii)types of aircraft using FAT,and (iii)frequency and time of flights.There are a total of 2,217 residential parcels within the current SMART program 65 CNEL with 908 remaining to be considered for acoustic treatment.Twenty of the remaining eligible untreated single-family homes experiencing the highest noise levels were selected based on their proximity to the airport. Through a competitive Request for Qualifications (RFQ)process the Airports Department (Department)solicited Statements of Qualification from consulting services firms with the capability and experience necessary to provide comprehensive planning,public outreach,testing,design,and construction administration for acoustic modification of single-family homes,multi-family homes and noise sensitive facilities.The Department advertised the RFQ in The Business Journal and on the airport’s website along with a direct mailing to known interested firms.Three professional consulting firms responded to the RFQ.Their qualifications were evaluated and rated by a committee of five in accordance with the provisions of the RFQ and FAA regulations.CSDA Design Group of San Francisco, CA was determined to be most qualified to perform the Project. The scope of work and fee contained in the agreement represent extensive review and negotiation with the consultant and the FAA including an independent third-party fee evaluation.The FAA has approved the agreement as negotiated. The agreement utilizes Standard Document #FYI-S-Fed Fund Eng.Serv.CSA,Short Form,Total Fee (11-2022),pre-approved as to form by the City Attorney’s Office and used without modification as certified by Airports staff. ENVIRONMENTAL FINDINGS This is not a “project” pursuant to CEQA Guidelines Section 15378. LOCAL PREFERENCE The City’s Local Preference Ordinance (FMC 4-108)does not apply since federal funding is being used. FISCAL IMPACT The SMART Program provides an enhanced quality of life for homeowners,improves neighborhoods, and creates construction related jobs.100%of the funding for this design work is provided by an FAA AIP grant.The project is included in the City’s FY23 adopted budget.There is no impact to the City's General Fund from this action. Attachments: -Agreement -Site Map City of Fresno Printed on 1/13/2023Page 2 of 2 powered by Legistar™ FYI-S Fed Fund Eng. Serv. CSA, Short Form, Total Fee (11-2022) -1- AGREEMENT CITY OF FRESNO, CALIFORNIA CONSULTANT SERVICES THIS AGREEMENT (Agreement) is made and entered into, effective __________________________, by and between the CITY OF FRESNO, a California municipal corporation (City), and CSDA DESIGN GROUP, a California corporation (Consultant). RECITALS WHEREAS, the City desires to obtain professional Architectural and Acoustical Consultant services for Fresno Yosemite International Airport FAR Part 150 Noise Compatiability Program, Phase 18 Bid Group 26A, AIP 3-06-0091 (Project); and WHEREAS, the Consultant is engaged in the business of furnishing services as a Architectural and Acoustical Engineering Firm and hereby represents that it desires to and is professionally and legally capable of performing the services called for by this Agreement; and WHEREAS, this Agreement sets forth the terms and conditions under which the Consultant shall provide professional services, to be paid with Airport funds and reimbursed with pledged Federal Aviation Administration Entitlement Funds as they are made available; and WHEREAS, the Consultant acknowledges that this Agreement is subject to the requirements of Fresno Municipal Code Section 4-107 and Administrative Order No. 6-19; and WHEREAS, this Agreement will be administered for City by its Director of Aviation (Director) or designee. 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. Scope of Services. The Consultant shall perform to the satisfaction of the 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 and shall continue in full force and effect through the earlier of complete rendition of the services hereunder or August 1, 2025, subject to any earlier termination in accordance with this Agreement. The services of the Consultant as described in Exhibit A 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, but in any event, all such services shall be completed within 900 consecutive calendar days from such FYI-S Fed Fund Eng. Serv. CSA, Short Form, Total Fee (11-2022) -2- authorization to proceed. 3. Compensation. (a) The Consultant’s sole compensation for satisfactory performance of all services required or rendered pursuant to this Agreement shall be a total fee of Three Hundred Seventy Six Thousand, Six Hundred Seventeen Dollars and Sixty Two Cents (376,617.62). Such fee includes all expenses incurred by the Consultant in performance of the services. (b) Detailed statements shall be rendered monthly and will be payable in the normal course of City business. (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 the Consultant’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. The Consultant 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 the City to the Consultant upon the earlier of: (i) the Consultant’s filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against the Consultant; (ii) seven calendar days prior written notice with or without cause by the City to the Consultant; (iii) the 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, the Consultant shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its subcontractors to cease work; and (iii) return to the City any and all unearned payments and all properties and materials in the possession of the Consultant that are owned by the City. Subject to the terms of this Agreement, the Consultant shall be paid compensation for services satisfactorily performed prior to the effective date of termination. The Consultant 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 the Consultant to satisfactorily perform in accordance with the terms of this Agreement, the City may withhold an amount that would otherwise be payable as an offset to, but not in excess of, the City’s damages caused by such failure. In no event shall any payment by the City pursuant to this Agreement constitute a waiver by the City of any breach of this Agreement which may then exist on the part of the Consultant, nor shall such payment impair or prejudice any remedy available to the City with respect to the breach. FYI-S Fed Fund Eng. Serv. CSA, Short Form, Total Fee (11-2022) -3- (d) Upon any breach of this Agreement by the Consultant, the 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, consequential, economic and incidental damages for the breach of the Agreement. If it is determined that the City improperly terminated this Agreement for default, such termination shall be deemed a termination for convenience. (e) The Consultant shall provide the City with adequate written assurances of future performance, upon Director’s request, in the event the Consultant fails to comply with any terms or conditions of this Agreement. (f) The Consultant shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Consultant and without its fault or negligence such as, acts of God or the public enemy, acts of the City in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Consultant shall notify Director 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 Director of the cessation of such occurrence. 5. Confidential Information, Ownership of Documents, and Copyright License. (a) Any reports, information, or other data prepared or assembled by the Consultant pursuant to this Agreement shall not be made available to any individual or organization by the Consultant without the prior written approval of the City. During the term of this Agreement, and thereafter, the Consultant shall not, without the prior written consent of the 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 the City, including but not limited to business plans, marketing plans, financial information, designs, drawings, specifications, 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 the City. (b) Any and all original sketches, pencil tracings of working drawings, plans, computations, specifications, computer disk files, writings and other documents prepared or provided by the Consultant pursuant to this Agreement are the property of the City at the time of preparation and shall be turned over to the City upon expiration or termination of the Agreement or default by the Consultant. The Consultant grants the City a copyright license to use such drawings and writings. The Consultant shall not permit the reproduction or use thereof by any other person except as otherwise FYI-S Fed Fund Eng. Serv. CSA, Short Form, Total Fee (11-2022) -4- expressly provided herein. The City may modify the design including any drawings or writings. Any use by the City of the aforesaid sketches, tracings, plans, computations, specifications, computer disk files, writings and other documents in completed form as to other projects or extensions of this Project, or in uncompleted form, without specific written verification by the Consultant will be at the City’s sole risk and without liability or legal exposure to the Consultant. The Consultant may keep a copy of all drawings and specifications for its sole and exclusive use. (c) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant 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. Professional Skill. It is further mutually understood and agreed by and between the parties hereto that inasmuch as the Consultant represents to the City that the Consultant and its subcontractors, if any, are skilled in the profession and shall perform in accordance with the standards of said profession necessary to perform the services agreed to be done by it under this Agreement, the City relies upon the skill of the Consultant and any subcontractors to do and perform such services in a skillful manner and the Consultant agrees to thus perform the services and require the same of any subcontractors. Therefore, any acceptance of such services by the City shall not operate as a release of the Consultant or any subcontractors from said professional standards. 7. Indemnification. To the furthest extent allowed by law, including California Civil Code section 2782.8, the Consultant shall indemnify, hold harmless and defend the 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), and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, and litigation expenses and cost to enforce this Agreement) that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of the Consultant, its principals, officers, employees, agents, or volunteers in the performance of this Agreement. If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall require each subcontractor to indemnify, hold harmless and defend the 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, the Consultant 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 FYI-S Fed Fund Eng. Serv. CSA, Short Form, Total Fee (11-2022) -5- 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 the 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 the 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, the Consultant or any of its subcontractors/sub-consultants 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 Consultant 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 this Agreement. No action taken by the City pursuant to this section shall in any way relieve the Consultant of its responsibilities under this 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 Consultant shall not be deemed to release or diminish the liability of the Consultant, including, without limitation, liability under the indemnity provisions of this 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 Consultant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of the Consultant, its principals, officers, agents, employees, persons under the supervision of the Consultant, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. (d) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall require each subcontractor/sub-consultant to provide insurance protection, as an additional insured, to the City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of this section, except that any required certificates and applicable endorsements shall be on file with the Consultant and the City prior to the commencement of any services by the subcontractor. the Consultant and any subcontractor/sub-consultant shall establish additional insured status for the City, its officers, officials, employees, agents, and volunteers by using Insurance Service Office (ISO) FYI-S Fed Fund Eng. Serv. CSA, Short Form, Total Fee (11-2022) -6- Form CG 20 10 04 13 or both CG 20 10 04 13 and CG 20 37 10 01 or by an executed manuscript company endorsement providing additional insured status as broad as that contained in ISO Form CG 20 10 11 85. 9. Conflict of Interest and Non-Solicitation. (a) Prior to the City’s execution of this Agreement, the Consultant 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, the Consultant shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by the Consultant in such statement. (b) The Consultant 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.), the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to Compete). At any time, upon written request of the City, the Consultant shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, the Consultant and the respective subcontractor(s) are in full compliance with all laws and regulations. The Consultant shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, the Consultant shall immediately notify the City of these facts in writing. (c) In performing the work or services to be provided hereunder, the Consultant shall not employ or retain the services of any person while such person either is employed by the City or is a member of any the 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. (d) The Consultant 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. (e) Neither the Consultant, nor any of the Consultant’s subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Project. the Consultant 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 FYI-S Fed Fund Eng. Serv. CSA, Short Form, Total Fee (11-2022) -7- the City Manager, in advance and in writing. (f) If the Consultant should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, the Consultant shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith. (g) This Section 9 shall survive expiration or termination of this Agreement. 10. Recycling Program. In the event the Consultant 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, the Consultant at its sole cost and expense shall: (a) Immediately establish and maintain a viable and ongoing recycling program, approved by the City’s Solid Waste Management Division, for each office and facility. Literature describing the City recycling programs is available from the City’s Solid Waste Management Division and by calling City of Fresno Recycling Hotline at (559) 621-1111. (b) Immediately contact the 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 the City’s Solid Waste Management Division the establishment of the recycling program in paragraph (i) above and the ongoing maintenance thereof. 11. General Terms and Federal Assurances. (a) Except as otherwise provided by law, all notices expressly required of the City within the body of this Agreement, and not otherwise specifically provided for, shall be effective only if signed by the Director or designee. (b) Records of the Consultant’s expenses pertaining to the Project shall be kept on a generally recognized accounting basis and shall be available to the 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 the Consultant 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 the City until such action is resolved, or until the end of said time period whichever shall later occur. If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant 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 the City, the Consultant shall have FYI-S Fed Fund Eng. Serv. CSA, Short Form, Total Fee (11-2022) -8- provided evidence to the City that the Consultant is licensed to perform the services called for by this Agreement (or that no license is required). If the Consultant should subcontract all or any portion of the work or services to be performed under this Agreement, the Consultant shall require each subcontractor to provide evidence to the City that subcontractor is licensed to perform the services called for by this Agreement (or that no license is required) before beginning work. (d) The City will carry out applicable federal requirements in the administration of this Agreement. Notwithstanding Section 25 herein, the Consultant agrees to comply with all applicable federal assurances identified in Exhibit D and require that each subcontract include the same assurances by each of its subcontractors. 12. Nondiscrimination. To the extent required by controlling federal, state and local law, the Consultant 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, the Consultant agrees as follows: (a) the Consultant 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) The Consultant 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. The Consultant 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 the Consultant’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. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. (c) the Consultant will, in all solicitations or advertisements for employees FYI-S Fed Fund Eng. Serv. CSA, Short Form, Total Fee (11-2022) -9- placed by or on behalf of the Consultant 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) The Consultant 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 the Consultant’s commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (e) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant 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, the Consultant is acting solely as an independent contractor. Neither the Consultant, nor any of its officers, agents, or employees shall be deemed an officer, agent, employee, joint venturer, partner, or associate of the City for any purpose. The City shall have no right to control or supervise or direct the manner or method by which the Consultant shall perform its work and functions. However, the City shall retain the right to administer this Agreement so as to verify that the Consultant is performing its obligations in accordance with the terms and conditions thereof. (b) This Agreement does not evidence a partnership or joint venture between the Consultant and the City. The Consultant shall have no authority to bind the City absent the City’s express written consent. Except to the extent otherwise provided in this Agreement, the Consultant shall bear its own costs and expenses in pursuit thereof. (c) Because of its status as an independent contractor, the Consultant and its officers, agents, and employees shall have absolutely no right to employment rights and benefits available to the City employees. The Consultant 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, the Consultant shall be solely responsible, indemnify, defend and save the City harmless from all matters relating to employment and tax withholding for and payment of the Consultant’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 the City employment FYI-S Fed Fund Eng. Serv. CSA, Short Form, Total Fee (11-2022) -10- benefits, entitlements, programs and/or funds offered employees of the 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, the Consultant may be providing services to others unrelated to the 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. 16. Assignment. (a) This Agreement is personal to the Consultant and there shall be no assignment by the Consultant of its rights or obligations under this Agreement without the prior written approval of the City Manager or designee. Any attempted assignment by the Consultant, its successors or assigns, shall be null and void unless approved in writing by the City Manager or designee. (b) The Consultant hereby agrees not to assign the payment of any monies due the Consultant from the City under the terms of this Agreement to any other individual(s), corporation(s) or entity(ies). The City retains the right to pay any and all monies due the Consultant directly to the Consultant. 17. Compliance With Law. In providing the services required under this Agreement, the Consultant shall at all times comply with all applicable laws of the United States, the State of California and the 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, FYI-S Fed Fund Eng. Serv. CSA, Short Form, Total Fee (11-2022) -11- 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, 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 the City and the Consultant. FYI-S Fed Fund Eng. Serv. CSA, Short Form, Total Fee (11-2022) -12- 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]. FYI-S Fed Fund Eng. Serv. CSA, Short Form, Total Fee (11-2022) -13- 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: ______________________________ Henry Thompson, A.A.E., C.A.E., IAP Director of Aviation Airports Department No signature of City Attorney required. Standard Document #FedFund Eng. CSA, Short Form, Total Fee (11-2022) has been used without modification, as certified by the undersigned. By: Elodia Cavazos Staff Assistant Airports Department REVIEWED BY: Mark W. Davis, Airports Planning Manager Airports Department ATTEST: TODD STERMER, CMC City Clerk By: Deputy CSDA DESIGN GROUP, a California 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) Any Applicable Professional License: Number: Name: Date of Issuance: Addresses: CITY: City of Fresno Attention: Elodia Cavazos, Staff Assistant 4995 E. Clinton Way Fresno, CA 93727 Phone: (559) 621-4506 E-mail: elodia.cavazos@fresno.gov CONSULTANT: CSDA Design Group Attention: Randy Waldeck, Principal 475 Sansome, Street, Suite 800 San Francisco, CA 94111 Phone: (415) 321-1145 E-mail: (415) 693-9830 Attachments: 1. Exhibit A - Scope of Services 2. Exhibit B - Insurance Requirements DocuSign Envelope ID: B02B1DB5-6FB7-4E9A-87D4-A6376D0C0BAE California PE 2006 Principal Randy Waldeck b34245 Principal/Finance Anissa Wong FYI-S Fed Fund Eng. Serv. CSA, Short Form, Total Fee (11-2022) -14- 3. Exhibit C - Conflict of Interest Disclosure Form 4. Exhibit D - Assurances Page 1 of 3 Exhibit A SCOPE OF SERVICES Consultant Service Agreement between City of Fresno and CSDA Design Group Fresno Yosemite International Airport FAR Part 150 Noise Compatibility Program The following Scope of Work (SOW) is intended to describe the services required to provide design and construction administration services to sound insulate twenty (20) single-family homes impacted by noise from Fresno-Yosemite International Airport. The services provided are a continuation of the Residential Sound Insulation measures contained in the Part 150 Noise Compatibility Program (NCP) for Fresno Yosemite International Airport (Airport). The scope of work will require comprehensive program planning, public outreach, acoustic testing, design, and construction administration for the modification of single-family homes in the vicinity of FAT within the 65 CNEL contour as depicted on the 2022 Noise Exposure Map. The work will be performed as AIP funding becomes available in bid groups of homes (the size of each bid group), as determined by the Airport. The tasks associated with the work are intended to meet the needs of the program and are grant eligible expenses as defined by the FAA. At a minimum the detailed scope of work should include, but is not limited to, the following: Program Planning and Outreach • Evaluate the expected level of grant funding and develop a phase schedule. • Meet with Building Department, confirm applicable code editions and submittal requirements for permitting. • Review and update the Program Policies and Procedures as required. • Provide technical assistance for the program and participate in meetings with the community, contractors, property owners, tenants and FAA as required. • Assist Program Coordinator with outreach. Acoustical Services / Pre-Design • Schedule and conduct an “Initial Home Survey” of 20 to 25 properties for the purpose of determining if there are life-safety or other issues which would preclude participation in the SMART Program. • Schedule and conduct pre-construction acoustic testing at ten (10) properties in accordance with FAA guidelines in order to determine eligibility. [Note: The proposal includes fees for pre-construction acoustical testing at 10 homes that will be included in Group 19-26. 30% of the homes in Group 19-26 are to be acoustically tested (30% of 60 homes = 20 homes). At the time of the proposal for Group 19-26, 10 homes had already been tested. These 10 homes have been moved to Group 18-26A. Inclusion of this task is to make up for the 10-home shortfall for Group 19-26.] • Provide acoustical measurement analysis and eligibility results reports to Airport. Page 2 of 3 • Perform noise modeling to estimate how the proposed acoustical treatments will perform and verify the resultant interior noise levels will meet FAA goals. If acoustical treatments in addition to windows and doors are required, present the data to the FAA to justify eligibility for additional acoustical treatments. • Update field survey templates and acoustical datasheets as required. Design • Provide project management, coordination, and administration of design services. • Provide Architectural, Acoustic, Mechanical, Electrical, and Hazardous Material related design services as required. • Schedule and participate in surveys of the eligible residences to assess and document existing conditions as they relate to the installation of acoustical treatments and mechanical-electrical equipment. • Schedule and conduct hazardous materials surveys of all participating homes. Process samples and provide reports to be included in the bid documents. • Inspect and document possible unsafe and/or unpermitted modifications to the structure. Notify Airport of possible unsafe and/or unpermitted modifications to the structure. • Prepare background drawings of the building, site, and floor plans. • Conduct weekly design meetings internally with sub-consultants. • Prepare construction documents as necessary and in accordance with FAA, federal, state, local government, local agency and utility requirements which include plans, details and technical specifications for acoustic treatment of eligible residences. • Submit 80% plans for Airport review and comment. • Prepare permit copies of plans and details in compliance with City and County permit processes and plan check requirements. • Perform plan review with the property owner and obtain sign-off. Incorporate property owner comments into final design documents as necessary. • Perform QA/QC reviews of construction documents. • Prepare bid documents including final plans for the installation of acoustical treatments, mechanical and electrical designs, hazardous materials reports, specifications, and details. • Prepare a cost estimate for each property. • Submit drawings for permitting to the City and County Building Departments. Respond to plan check review comments and resubmit as required for permitting. Construction Administration • Provide construction management and coordination. • Provide pre-bid and bidding support such as the preparation of bid specifications, attend pre-bid meetings, respond to requests for information and provide addenda as needed. • Provide pre-construction support such as attending pre-construction meetings. Estimate 1 meeting per bid group or phase of construction. Page 3 of 3 • Review the contractor’s submittals. Route and track as necessary until final approval. • Attend contractor’s “verification of measurements” site visits. • Respond to contractor’s Requests for Information (RFIs). • Conduct warehouse materials inspections of the windows and doors as shipments are received and prior to construction start. • Assist the contractor with documenting existing conditions, such as existing damage at each property prior to construction start. • Monitor the contractor’s construction schedule. • Conduct bi-weekly construction progress meetings with the general contractor (and subs as required) to monitor construction progress, track liquidated damages and understand potential delays due to product delivery schedules, etc. • Submit bi-weekly construction progress reports to Airport, including number of open homes, closed homes, liquidated damages, change order tracking, percentage of work completed at each residence and associated costs. • Provide hazardous materials abatement oversight, inspection, and testing. • Provide construction observation at each property during construction (minimum 3 visits per home) and Daily Logs documenting construction progress. • Provide substantial completion and final inspections at each property (including the identification of punch-list items) to ensure that all work and materials conform to the construction documents and FAA standards. • Review “close-out” materials for each property including “as-built drawings”, warranty and operation and maintenance materials for the products installed, final permits, etc. These materials will be provided by the contractor and will be reviewed prior to transfer to homeowner. • Assist with review of contractor payment applications, cost proposals and change orders. Prepare change order proposal requests • Conduct Post-Construction Acoustical Testing at up to eight (8) homes. • Provide post-construction acoustical measurement analysis and a pre- and post-construction measurement results report to Airport to quantify the noise level reduction improvements. • Provide engineering close-out reports to document project compliance at the conclusion of the project. Each close-out report will include post-construction acoustical measurement results and original cost and final costs per property. • Participate in warranty claim resolution while under contract to the Airport. • Assist Airport with review of contractor’s certified payroll. Exceptions • Structural engineering services are not included. FYI-S Fed Fund Eng. Serv. CSA, Short Form, Total Fee (11-2022) Exhibit B Page 1 of 4 EXHIBIT B INSURANCE REQUIREMENTS Consultant Service Agreement between City of Fresno (City) and CSDA Design Group (Consultant) Fresno Yosemite International Noise Compatibility Program AIP 3-06-0087-91 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 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. 4. Professional Liability (Errors and Omissions) insurance appropriate to the Consultant’s profession. MINIMUM LIMITS OF INSURANCE The Consultant, or any party the Consultant subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to the 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. FYI-S Fed Fund Eng. Serv. CSA, Short Form, Total Fee (11-2022) Exhibit B Page 2 of 4 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 (Errors and Omissions): (i) $1,000,000 per claim/occurrence; and, (ii) $2,000,000 policy aggregate. UMBRELLA OR EXCESS INSURANCE In the event the Consultant 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 The Consultant shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and the Consultant shall also be responsible for payment of any self-insured retentions. Any deductibles or 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 deductibles or self-insured retentions as respects the City, its officers, officials, employees, agents, and volunteers; or (ii) The Consultant shall provide a financial guarantee, satisfactory to the City’s Risk Manager or designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall the City be responsible for the payment of any deductibles or self-insured retentions. OTHER INSURANCE PROVISIONS The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions: 1. The City, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds. the Consultant shall establish additional insured status for the City and for all ongoing and completed operations by use of ISO Form CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01 or by an executed manuscript insurance company endorsement providing additional insured status as broad as that contained FYI-S Fed Fund Eng. Serv. CSA, Short Form, Total Fee (11-2022) Exhibit B Page 3 of 4 in ISO Form CG 20 10 11 85. 2. The coverage shall contain no special limitations on the scope of protection afforded to the 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. 3. For any claims relating to this Agreement, the Consultant’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 the Consultant’s insurance and shall not contribute with it. The Consultant 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. The Workers’ Compensation insurance policy is to contain, or be endorsed to contain, the following provision: the Consultant and its insurer shall waive any right of subrogation against the City, its officers, officials, employees, agents, and volunteers. If the Professional Liability (Errors and Omissions) insurance policy is written on a claims- made form: 1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by the Consultant. 2. Insurance must be maintained and evidence of insurance must be provided for at least five 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-year discovery period. 3. 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 the Consultant, the Consultant must purchase “extended reporting” coverage for a minimum of five Years after completion of the Agreement work or termination of the Agreement, whichever occurs first. 4. A copy of the claims reporting requirements must be submitted to the City for review. 5. 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 calendar days’ written notice by certified mail, return receipt requested, has been given to the City. The Consultant 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, the Consultant FYI-S Fed Fund Eng. Serv. CSA, Short Form, Total Fee (11-2022) Exhibit B Page 4 of 4 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 Consultant shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen calendar days prior to the expiration date of the expiring policy. VERIFICATION OF COVERAGE The Consultant 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 designee prior to the 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 the City, the Consultant 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. FYI-S Fed Fund Eng. Serv. CSA, Short Form, Total Fee (11-2022) Exhibit C Page 1 of 1 EXHIBIT C DISCLOSURE OF CONFLICT OF INTEREST Fresno Yosemite International Noise Compatibility Program AIP 3-06-0087-91 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: B02B1DB5-6FB7-4E9A-87D4-A6376D0C0BAE San Francisco, CA 94104 Randy Waldeck X X 12/7/2022 CSDA Design Group X X X 364 Bush Street, 2nd Floor X FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D Page 1 of 21 EXHIBIT D ASSURANCES Consultant Service Agreement between City of Fresno (City) and [Consultant Name] (Consultant) A. I. P. PROJECT NO. [AIP number(s)] [Project Title] During the performance of this Agreement (“contract” or “contract documents”), the Consultant, for itself, its assignees and successors in interest (collectively as “the contractor" or “the Consultant”) agrees as follows (hereafter, the ‘City” is referred to as “Sponsor”): I. PROVISIONS APPLICABLE TO ALL PROFESSIONAL SERVICES CONTRACTS A. ACCESS TO RECORDS AND REPORTS The contractor must maintain an acceptable cost accounting system. The contractor agrees to provide the sponsor, the Federal Aviation Administration, and the Comptroller General of the United States or any of their duly authorized representatives’ access to any books, documents, papers, and records of the contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The contractor agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed. B. BUY AMERICAN CERTIFICATION The contractor agrees to comply with 49 USC § 50101, which provides that Federal funds may not be obligated unless all steel and manufactured goods used in AIP-funded projects are produced in the United States, unless the FAA has issued a waiver for the product; the product is listed as an Excepted Article, Material Or Supply in Federal Acquisition Regulation subpart 25.108; or is included in the FAA Nationwide Buy American Waivers Issued list. A bidder or offeror must submit the appropriate Buy America Certification (below) with all bids or offers on Airport Improvement Program (“AIP”)-funded projects. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. Type of Certification is based on Type of Project: There are two types of Buy American certifications. • For projects for a facility, the Certificate of Compliance Based on Total Facility (Terminal or Building Project) must be submitted. • For all other projects, the Certificate of Compliance Based on Equipment and Materials Used on the Project (Non-building construction projects such as runway or roadway construction; or equipment acquisition projects) must be FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D Page 2 of 21 submitted. See Attachments A and B: Buy American Certifications C. GENERAL CIVIL RIGHTS PROVISIONS The contractor agrees that it will comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the contractor from the bid solicitation period through the completion of the contract. This provision is in addition to that required of Title VI of the Civil Rights Act of 1964. This provision also obligates the tenant/concessionaire/lessee or its transferee for the period during which Federal assistance is extended to the airport through the Airport Improvement Program, except where Federal assistance is to provide, or is in the form of personal property; real property or interest therein; structures or improvements thereon. In these cases the provision obligates the party or any transferee for the longer of the following periods: a. The period during which the property is used by the airport sponsor or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits; or b. The period during which the airport sponsor or any transferee retains ownership or possession of the property. D. CIVIL RIGHTS ACT OF 1964, TITLE VI Compliance with Nondiscrimination Requirements - During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “contractor”) agrees as follows: 1. Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Statutes and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor’s FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D Page 3 of 21 obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin. 4. Information and Reports: The contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a contractor’s noncompliance with the Non-discrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to the contractor under the contract until the contractor complies; and/or b. Cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. E. DISADVANTAGED BUSINESS ENTERPRISES Contract Assurance (§ 26.13) – The contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy, as the recipient deems appropriate. Prompt Payment (§26.29) - The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than {specify number} days from the receipt of each payment the prime contractor receives from {Name of recipient}. The prime contractor agrees further to return retainage payments to each FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D Page 4 of 21 subcontractor within {specify the same number as above} days after the subcontractor’s work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the {Name of Recipient}. This clause applies to both DBE and non-DBE subcontractors. F. FEDERAL FAIR LABOR STANDARDS ACT (MINIMUM WAGE) All contracts and subcontracts that result from this solicitation incorporate the following provisions by reference, with the same force and effect as if given in full text. The contractor has full responsibility to monitor compliance to the referenced statute or regulation. The contractor must address any claims or disputes that pertain to a referenced requirement directly with the Federal Agency with enforcement responsibilities. Requirement Federal Agency with Enforcement Responsibilities Federal Fair Labor Standards Act (29 USC 201) U.S. Department of Labor – Wage and Hour Division G. OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970 All contracts and subcontracts that result from this solicitation incorporate the following provisions by reference, with the same force and effect as if given in full text. The contractor has full responsibility to monitor compliance to the referenced statute or regulation. The contractor must address any claims or disputes that pertain to a referenced requirement directly with the Federal Agency with enforcement responsibilities. Requirement Federal Agency with Enforcement Responsibilities Occupational Safety and Health Act of 1970 (20 CFR Part 1910) U.S. Department of Labor – Occupational Safety and Health Administration H. RIGHTS TO INVENTIONS All rights to inventions and materials generated under this contract are subject to regulations issued by the FAA and the Sponsor of the Federal grant under which this contract is executed. I. TRADE RESTRICTION CLAUSE The contractor or subcontractor, by submission of an offer and/or execution of a contract, certifies that it: a. Is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. firms published by the Office of the United States Trade Representative (USTR); FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D Page 5 of 21 b. Has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country on said list, or is owned or controlled directly or indirectly by one or more citizens or nationals of a foreign country on said list; c. Has not procured any product nor subcontracted for the supply of any product for use on the project that is produced in a foreign country on said list. Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR 30.17, no contract shall be awarded to a contractor or subcontractor who is unable to certify to the above. If the contractor knowingly procures or subcontracts for the supply of any product or service of a foreign country on said list for use on the project, the Federal Aviation Administration may direct through the Sponsor cancellation of the contract at no cost to the Government. Further, the contractor agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in each contract and in all lower tier subcontracts. The contractor may rely on the certification of a prospective subcontractor unless it has knowledge that the certification is erroneous. The contractor shall provide immediate written notice to the sponsor if the contractor learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The subcontractor agrees to provide written notice to the contractor if at any time it learns that its certification was erroneous by reason of changed circumstances. This certification is a material representation of fact upon which reliance was placed when making the award. If it is later determined that the contractor or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration may direct through the Sponsor cancellation of the contract or subcontract for default at no cost to the Government. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by this provision. The knowledge and information of a contractor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under Title 18, United States Code, Section 1001. J. BAN ON TEXTING AND DRIVING The contractor shall adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while driving when performing any work for, or on behalf of, the Federal government. The contractor further agrees to conduct workplace safety initiatives commensurate with the size of its business, such as establishing rules or programs that prohibit text messaging while driving and education, awareness, and other outreach to employees about the safety risks associated with texting while driving. FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D Page 6 of 21 K. COPELAND “ANTI-KICKBACK” ACT Contractor must comply with the requirements of the Copeland “Anti-Kickback” Act (18 USC 874 and 40 USC 3145), as supplemented by Department of Labor regulation 29 CFR part 3. Contractor and subcontractors are prohibited from inducing, by any means, any person employed on the project to give up any part of the compensation to which the employee is entitled. The Contractor and each Subcontractor must submit to the Owner, a weekly statement on the wages paid to each employee performing on covered work during the prior week. Owner must report any violations of the Act to the Federal Aviation Administration. L. DAVIS-BACON REQUIREMENTS 1. Minimum Wages. (i) All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by the Secretary of Labor under the Copeland Act (29 CFR Part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalent thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the Contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided that the employer’s payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under (1)(ii) of this section) and the Davis-Bacon poster (WH- 1321) shall be posted at all times by the Contractor and its subcontractors at the site of the work in a prominent and accessible place where it can easily be seen by the workers. (ii)(A) The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) The work to be performed by the classification requested is not performed by a classification in the wage determination; (2) The classification is utilized in the area by the construction industry; and FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D Page 7 of 21 (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the Contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the Contractor, the laborers, or mechanics to be employed in the classification, or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt, and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to subparagraphs (1)(ii) (B) or (C) of this paragraph, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (E) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (F) If the Contractor does not make payments to a trustee or other third person, the Contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program: Provided that the Secretary of Labor has found, upon the written request of the Contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the Contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. 2. Withholding. The Federal Aviation Administration or the sponsor shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the Contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis- Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the Contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D Page 8 of 21 helper, employed or working on the site of work, all or part of the wages required by the contract, the Federal Aviation Administration may, after written notice to the Contractor, Sponsor, Applicant, or Owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. 3. Payrolls and Basic Records. (i) Payrolls and basic records relating thereto shall be maintained by the Contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker; his or her correct classification; hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in 1(b)(2)(B) of the Davis-Bacon Act); daily and weekly number of hours worked; deductions made; and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the Contractor shall maintain records that show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and that show the costs anticipated or the actual costs incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A) The Contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the Federal Aviation Administration if the agency is a party to the contract, but if the agency is not such a party, the Contractor will submit the payrolls to the applicant, Sponsor, or Owner, as the case may be, for transmission to the Federal Aviation Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to include an individually identifying number for each employee (e.g. the last four digits of the employee’s social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH–347 is available for this purpose from the Wage and Hour Division Web site at www.dol.gov/whd/forms/wh347instr.htm or its successor site. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and subcontractors shall maintain the full social security number and current address of each covered worker and shall provide them upon request to the Federal Aviation Administration if the agency is a party to the contract, but if the agency is not such a party, the Contractor will submit them to the applicant, sponsor, or Owner, as the case may be, for transmission to the Federal Aviation Administration, the Contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime contractor to require a subcontractor to provide addresses and FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D Page 9 of 21 social security numbers to the prime contractor for its own records, without weekly submission to the sponsoring government agency (or the applicant, Sponsor, or Owner). (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the Contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1) The payroll for the payroll period contains the information required to be provided under 29 CFR § 5.5(a)(3)(ii), the appropriate information is being maintained under 29 CFR § 5.5 (a)(3)(i), and that such information is correct and complete; (2) Each laborer and mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations 29 CFR Part 3; (3) Each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the “Statement of Compliance” required by paragraph (3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the Contractor or subcontractor to civil or criminal prosecution under Section 1001 of Title 18 and Section 231 of Title 31 of the United States Code. (iii) The Contractor or subcontractor shall make the records required under paragraph (3)(i) of this section available for inspection, copying, or transcription by authorized representatives of the sponsor, the Federal Aviation Administration, or the Department of Labor and shall permit such representatives to interview employees during working hours on the job. If the Contractor or subcontractor fails to submit the required records or to make them available, the Federal agency may, after written notice to the Contractor, Sponsor, applicant, or Owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. 4. Apprentices and Trainees. (i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training, or with a State Apprenticeship Agency recognized by the Bureau, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D Page 10 of 21 the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman’s hourly rate) specified in the Contractor’s or subcontractor’s registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice’s level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program, the Contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee’s level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination that provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate that is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the Contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal Employment Opportunity. The utilization of apprentices, trainees, and journeymen under this part shall be in conformity with the equal employment opportunity FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D Page 11 of 21 requirements of Executive Order 11246, as amended, and 29 CFR Part 30. 5. Compliance with Copeland Act Requirements. The Contractor shall comply with the requirements of 29 CFR Part 3, which are incorporated by reference in this contract. 6. Subcontracts. The Contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR Part 5.5(a)(1) through (10) and such other clauses as the Federal Aviation Administration may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR Part 5.5. 7. Contract Termination: Debarment. A breach of the contract clauses in paragraph 1 through 10 of this section may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. 8. Compliance with Davis-Bacon and Related Act Requirements. All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR Parts 1, 3, and 5 are herein incorporated by reference in this contract. 9. Disputes Concerning Labor Standards. Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR Parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the Contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. 10. Certification of Eligibility. (i) By entering into this contract, the Contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the Contractor’s firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis- Bacon Act or 29 CFR 5.12(a)(1). (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 USC 1001. M. ENERGY CONSERVATION REQUIREMENTS Contractor and Subcontractor agree to comply with mandatory standards and policies relating to energy efficiency as contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 USC 6201et seq.). N. FAIR LABOR STANDARDS ACT All contracts and subcontracts that result from this solicitation incorporate by reference the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part-time workers. FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D Page 12 of 21 The contractor has full responsibility to monitor compliance to the referenced statute or regulation. The contractor must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor – Wage and Hour Division. II. PROVISION APPLICABLE TO PROFESSIONAL SERVICES CONTRACTS $10,000 AND GREATER A. TERMINATION OF CONTRACT 1. The Sponsor may, by written notice, terminate this contract in whole or in part at any time, either for the Sponsor's convenience or because of failure to fulfill the contract obligations. Upon receipt of such notice services must be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in performing this contract, whether completed or in progress, delivered to the Sponsor. 2. If the termination is for the convenience of the Sponsor, an equitable adjustment in the contract price will be made, but no amount will be allowed for anticipated profit on unperformed services. 3. If the termination is due to failure to fulfill the contractor's obligations, the Sponsor may take over the work and prosecute the same to completion by contract or otherwise. In such case, the contractor is liable to the Sponsor for any additional cost occasioned to the Sponsor thereby. 4. If, after notice of termination for failure to fulfill contract obligations, it is determined that the contractor had not so failed, the termination will be deemed to have been effected for the convenience of the Sponsor. In such event, adjustment in the contract price will be made as provided in paragraph 2 of this clause. 5. The rights and remedies of the sponsor provided in this clause are in addition to any other rights and remedies provided by law or under this contract. B. AFFIRMATIVE ACTION Minority Participation. Sponsors are required to set goals for minority participation in AIP funded projects exceeding $10,000. The goals for minority participation derive from Economic Area (EA) and Standard Metropolitan Statistical Area (SMSA) as established in Volume 45 of the Federal Register dated 10/3/80. Page 65984 contains a table of all EAs and SMSAs and the associated minority participation goals. To find the goals for minority participation, a sponsor must either refer to the Federal Register Notice or to the Department of Labor online document, “Participation Goals for Minorities and Females”. EAs and SMSAs span state boundaries. A sponsor may have to refer to entries for adjacent states in order to locate the goal for the project location. Female Participation. Executive Order 11246 has set a goal of 6.9% nationally for female participation for all construction projects. This value remains constant for all counties and states. C. EQUAL OPPORTUNITY CLAUSE During the performance of this contract, the Contractor agrees as follows: (1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D Page 13 of 21 Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identify, or national origin. Such action shall include, 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. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin. (3) The Contractor 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 to be provided advising the said labor union or workers’ representatives of the Contractor’s commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (4) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (5) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (6) In the event of the Contractor’s noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (7) The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a contractor becomes involved in, or is FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D Page 14 of 21 threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the Contractor may request the United States to enter into such litigation to protect the interests of the United States. D. STANDARD FEDERAL EQUAL EMPLOYMENT OPPORTUNITY CONSTRUCTION CONTRACT SPECIFICATIONS 1. As used in these specifications: a. “Covered area” means the geographical area described in the solicitation from which this contract resulted; b. “Director” means Director, Office of Federal Contract Compliance Programs (OFCCP), U.S. Department of Labor, or any person to whom the Director delegates authority; c. “Employer identification number” means the Federal social security number used on the Employer’s Quarterly Federal Tax Return, U.S. Treasury Department Form 941; d. “Minority” includes: (1) Black (all persons having origins in any of the Black African racial groups not of Hispanic origin); (2) Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish culture or origin regardless of race); (3) Asian and Pacific Islander (all persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian Subcontinent, or the Pacific Islands); and (4) American Indian or Alaskan native (all persons having origins in any of the original peoples of North America and maintaining identifiable tribal affiliations through membership and participation or community identification). 2. Whenever the Contractor, or any subcontractor at any tier, subcontracts a portion of the work involving any construction trade, it shall physically include in each subcontract in excess of $10,000 the provisions of these specifications and the Notice which contains the applicable goals for minority and female participation and which is set forth in the solicitations from which this contract resulted. 3. If the Contractor is participating (pursuant to 41 CFR part 60-4.5) in a Hometown Plan approved by the U.S. Department of Labor in the covered area either individually or through an association, its affirmative action obligations on all work in the Plan area (including goals and timetables) shall be in accordance with that Plan for those trades which have unions participating in the Plan. Contractors shall be able to demonstrate their participation in and compliance with the provisions of any such Hometown Plan. Each contractor or subcontractor participating in an approved plan is individually required to comply with its obligations under the EEO clause and to make a good faith effort to achieve each goal under the Plan in each trade in which it has employees. The overall good faith performance by other contractors or subcontractors toward a goal in an approved Plan does not excuse any covered contractor’s or subcontractor’s failure to take good faith efforts to achieve the Plan goals and timetables. 4. The Contractor shall implement the specific affirmative action standards provided in paragraphs 7a through 7p of these specifications. The goals set forth in the solicitation from which this contract resulted are expressed as percentages of the total hours of FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D Page 15 of 21 employment and training of minority and female utilization the Contractor should reasonably be able to achieve in each construction trade in which it has employees in the covered area. Covered construction contractors performing construction work in a geographical area where they do not have a Federal or federally assisted construction contract shall apply the minority and female goals established for the geographical area where the work is being performed. Goals are published periodically in the Federal Register in notice form, and such notices may be obtained from any Office of Federal Contract Compliance Programs office or from Federal procurement contracting officers. The Contractor is expected to make substantially uniform progress in meeting its goals in each craft during the period specified. 5. Neither the provisions of any collective bargaining agreement nor the failure by a union with whom the Contractor has a collective bargaining agreement to refer either minorities or women shall excuse the Contractor’s obligations under these specifications, Executive Order 11246, or the regulations promulgated pursuant thereto. 6. In order for the non-working training hours of apprentices and trainees to be counted in meeting the goals, such apprentices and trainees shall be employed by the Contractor during the training period and the Contractor shall have made a commitment to employ the apprentices and trainees at the completion of their training, subject to the availability of employment opportunities. Trainees shall be trained pursuant to training programs approved by the U.S. Department of Labor. 7. The Contractor shall take specific affirmative actions to ensure equal employment opportunity. The evaluation of the Contractor’s compliance with these specifications shall be based upon its effort to achieve maximum results from its actions. The Contractor shall document these efforts fully and shall implement affirmative action steps at least as extensive as the following: a. Ensure and maintain a working environment free of harassment, intimidation, and coercion at all sites, and in all facilities at which the Contractor’s employees are assigned to work. The Contractor, where possible, will assign two or more women to each construction project. The Contractor shall specifically ensure that all foremen, superintendents, and other onsite supervisory personnel are aware of and carry out the Contractor’s obligation to maintain such a working environment, with specific attention to minority or female individuals working at such sites or in such facilities. b. Establish and maintain a current list of minority and female recruitment sources, provide written notification to minority and female recruitment sources and to community organizations when the Contractor or its unions have employment opportunities available, and maintain a record of the organizations’ responses. c. Maintain a current file of the names, addresses, and telephone numbers of each minority and female off-the-street applicant and minority or female referral from a union, a recruitment source, or community organization and of what action was taken with respect to each such individual. If such individual was sent to the union hiring hall for referral and was not referred back to the Contractor by the union or, if referred, not employed by the Contractor, this shall be documented in the file with the reason therefore along with whatever additional actions the Contractor may have taken. d. Provide immediate written notification to the Director when the union or unions FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D Page 16 of 21 with which the Contractor has a collective bargaining agreement has not referred to the Contractor a minority person or female sent by the Contractor, or when the Contractor has other information that the union referral process has impeded the Contractor’s efforts to meet its obligations. e. Develop on-the-job training opportunities and/or participate in training programs for the area which expressly include minorities and women, including upgrading programs and apprenticeship and trainee programs relevant to the Contractor’s employment needs, especially those programs funded or approved by the Department of Labor. The Contractor shall provide notice of these programs to the sources compiled under 7b above. f. Disseminate the Contractor’s EEO policy by providing notice of the policy to unions and training programs and requesting their cooperation in assisting the Contractor in meeting its EEO obligations; by including it in any policy manual and collective bargaining agreement; by publicizing it in the company newspaper, annual report, etc.; by specific review of the policy with all management personnel and with all minority and female employees at least once a year; and by posting the company EEO policy on bulletin boards accessible to all employees at each location where construction work is performed. g. Review, at least annually, the company’s EEO policy and affirmative action obligations under these specifications with all employees having any responsibility for hiring, assignment, layoff, termination, or other employment decisions, including specific review of these items, with onsite supervisory personnel such superintendents, general foremen, etc., prior to the initiation of construction work at any job site. A written record shall be made and maintained identifying the time and place of these meetings, persons attending, subject matter discussed, and disposition of the subject matter. h. Disseminate the Contractor’s EEO policy externally by including it in any advertising in the news media, specifically including minority and female news media, and providing written notification to and discussing the Contractor’s EEO policy with other contractors and subcontractors with whom the Contractor does or anticipates doing business. i. Direct its recruitment efforts, both oral and written, to minority, female, and community organizations, to schools with minority and female students; and to minority and female recruitment and training organizations serving the Contractor’s recruitment area and employment needs. Not later than one month prior to the date for the acceptance of applications for apprenticeship or other training by any recruitment source, the Contractor shall send written notification to organizations, such as the above, describing the openings, screening procedures, and tests to be used in the selection process. j. Encourage present minority and female employees to recruit other minority persons and women and, where reasonable, provide after school, summer, and vacation employment to minority and female youth both on the site and in other areas of a contractor’s workforce. k. Validate all tests and other selection requirements where there is an obligation to do so under 41 CFR part 60-3. l. Conduct, at least annually, an inventory and evaluation at least of all minority and FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D Page 17 of 21 female personnel, for promotional opportunities and encourage these employees to seek or to prepare for, through appropriate training, etc., such opportunities. m. Ensure that seniority practices, job classifications, work assignments, and other personnel practices do not have a discriminatory effect by continually monitoring all personnel and employment related activities to ensure that the EEO policy and the Contractor’s obligations under these specifications are being carried out. n. Ensure that all facilities and company activities are non-segregated except that separate or single user toilet and necessary changing facilities shall be provided to assure privacy between the sexes. o. Document and maintain a record of all solicitations of offers for subcontracts from minority and female construction contractors and suppliers, including circulation of solicitations to minority and female contractor associations and other business associations. p. Conduct a review, at least annually, of all supervisor’s adherence to and performance under the Contractor’s EEO policies and affirmative action obligations. 8. Contractors are encouraged to participate in voluntary associations, which assist in fulfilling one or more of their affirmative action obligations (7a through 7p). The efforts of a contractor association, joint contractor union, contractor community, or other similar groups of which the Contractor is a member and participant may be asserted as fulfilling any one or more of its obligations under 7a through 7p of these specifications provided that the Contractor actively participates in the group, makes every effort to assure that the group has a positive impact on the employment of minorities and women in the industry, ensures that the concrete benefits of the program are reflected in the Contractor’s minority and female workforce participation, makes a good faith effort to meet its individual goals and timetables, and can provide access to documentation which demonstrates the effectiveness of actions taken on behalf of the Contractor. The obligation to comply, however, is the Contractor’s and failure of such a group to fulfill an obligation shall not be a defense for the Contractor’s noncompliance. 9. A single goal for minorities and a separate single goal for women have been established. The Contractor, however, is required to provide equal employment opportunity and to take affirmative action for all minority groups, both male and female, and all women, both minority and non-minority. Consequently, if the particular group is employed in a substantially disparate manner (for example, even though the Contractor has achieved its goals for women generally), the Contractor may be in violation of the Executive Order if a specific minority group of women is underutilized. 10. The Contractor shall not use the goals and timetables or affirmative action standards to discriminate against any person because of race, color, religion, sex, or national origin. 11. The Contractor shall not enter into any subcontract with any person or firm debarred from Government contracts pursuant to Executive Order 11246. 12. The Contractor shall carry out such sanctions and penalties for violation of these specifications and of the Equal Opportunity Clause, including suspension, termination, and cancellation of existing. E. PROHIBITION OF SEGREGATED FACILITIES (a) The Contractor agrees that it does not and will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it does not FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D Page 18 of 21 and will not permit its employees to perform their services at any location under its control where segregated facilities are maintained. The Contractor agrees that a breach of this clause is a violation of the Equal Employment Opportunity clause in this contract. (b) “Segregated facilities,” as used in this clause, means any waiting rooms, work areas, rest rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees that are segregated by explicit directive or are in fact segregated on the basis of race, color, religion, sex, or national origin because of written or oral policies or employee custom. The term does not include separate or single-user rest rooms or necessary dressing or sleeping areas provided to assure privacy between the sexes. (c) The Contractor shall include this clause in every subcontract and purchase order that is subject to the Equal Employment Opportunity clause of this contract. F. PROCUREMENT OF RECOVERED MATERIALS Contractor and subcontractor agree to comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, and the regulatory provisions of 40 CFR Part 247. In the performance of this contract and to the extent practicable, the Contractor and subcontractors are to use products containing the highest percentage of recovered materials for items designated by the Environmental Protection Agency (EPA) under 40 CFR Part 247 whenever: 1) The contract requires procurement of $10,000 or more of a designated item during the fiscal year; or 2) The contractor has procured $10,000 or more of a designated item using Federal funding during the previous fiscal year. The list of EPA-designated items is available at www.epa.gov/smm/comprehensive- procurement-guidelines-construction- products. Section 6002(c) establishes exceptions to the preference for recovery of EPA- designated products if the contractor can demonstrate the item is: a) Not reasonably available within a timeframe providing for compliance with the contract performance schedule; b) Fails to meet reasonable contract performance requirements; or c) Is only available at an unreasonable price. III. PROVISION APPLICABLE TO PROFESSIONAL SERVICES CONTRACTS $25,000 AND GREATER A. CERTIFICATIONS REGARDING DEBARMENT AND SUSPENSION 1. CERTIFICATE REGARDING DEBARMENT AND SUSPENSION (BIDDER OR OFFEROR) By submitting a bid/proposal under this solicitation, the bidder or offeror certifies that at the time the bidder or offeror submits its proposal that neither it nor its principals are presently debarred or suspended by any Federal department or agency from participation in this transaction. FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D Page 19 of 21 2. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION (SUCCESSFUL BIDDER REGARDING LOWER TIER PARTICIPANTS) The successful bidder, by administering each lower tier subcontract that exceeds $25,000 as a “covered transaction”, must verify each lower tier participant of a “covered transaction” under the project is not presently debarred or otherwise disqualified from participation in this federally assisted project. The successful bidder will accomplish this by: 1. Checking the System for Award Management at website: http://www.sam.gov 2. Collecting a certification statement similar to the Certificate Regarding Debarment and Suspension (Bidder or Offeror), above. 3. Inserting a clause or condition in the covered transaction with the lower tier contract If the FAA later determines that a lower tier participant failed to tell a higher tier that it was excluded or disqualified at the time it entered the covered transaction, the FAA may pursue any available remedy, including suspension and debarment. IV. PROVISIONS APPLICABLE TO PROFESSIONAL SERVICES CONTRACTS $100,000 AND GREATER A. LOBBYING AND INFLUENCING FEDERAL EMPLOYEES The bidder or offeror certifies by signing and submitting this contract, to the best of his or her knowledge and belief, that: 1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the bidder or offeror, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. B. BREACH OF CONTRACT TERMS Any violation or breach of terms of this contract on the part of the contractor or their FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D Page 20 of 21 subcontractors may result in the suspension or termination of this contract or such other action that may be necessary to enforce the rights of the parties of this contract. The duties and obligations imposed by the contract documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. City will provide contractor written notice that describes the nature of the breach and corrective actions the contractor must undertake in order to avoid termination of the contract. City reserves the right to withhold payments to contractor until such time the Contractor corrects the breach or the City elects to terminate the contract. The City’s notice will identify a specific date by which the contractor must correct the breach. Owner may proceed with termination of the contract if the contractor fails to correct the breach by the deadline indicated in the City’s notice. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder are in addition to, and not a limitation of, any duties, obligations, rights and remedies otherwise imposed or available by law. C. CLEAN AIR AND WATER POLLUTION CONTROL Contractors and subcontractors agree: 1. That any facility to be used in the performance of the contract or subcontract or to benefit from the contract is not listed on the Environmental Protection Agency (EPA) List of Violating Facilities; 2. To comply with all the requirements of Section 114 of the Clean Air Act, as amended, 42 U.S.C. 1857 et seq. and Section 308 of the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. relating to inspection, monitoring, entry, reports, and information, as well as all other requirements specified in Section 114 and Section 308 of the Acts, respectively, and all other regulations and guidelines issued thereunder; 3. That, as a condition for the award of this contract, the contractor or subcontractor will notify the awarding official of the receipt of any communication from the EPA indicating that a facility to be used for the performance of or benefit from the contract is under consideration to be listed on the EPA List of Violating Facilities; 4. To include or cause to be included in any construction contract or subcontract which exceeds $150,000 the aforementioned criteria and requirements. D. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT REQUIREMENTS 1. Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic, including watchmen and guards, in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D Page 21 of 21 2. Violation; Liability for Unpaid Wages; Liquidated Damages. In the event of any violation of the clause set forth in paragraph (1) above, the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph 1 above, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph 1 above. 3. Withholding for Unpaid Wages and Liquidated Damages. The Federal Aviation Administration or the Sponsor shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any monies payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other Federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph 2 above. 4. Subcontractors. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs 1 through 4 and also a clause requiring the subcontractor to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs 1 through 4 of this section. FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D – Attachment A Page 1 of 2 Attachment A: CERTIFICATE OF BUY AMERICAN COMPLIANCE FOR TOTAL FACILITY (Buildings such as Terminal, SRE, ARFF, etc.) As a matter of bid responsiveness, the bidder or offeror must complete, sign, date, and submit this certification statement with their proposal. The bidder or offeror must indicate how they intend to comply with 49 USC § 50101 by selecting one of the following certification statements. These statements are mutually exclusive. Bidder must select one or the other (i.e. not both) by inserting a checkmark () or the letter “X”.  Bidder or offeror hereby certifies that it will comply with 49 USC. 50101 by: a) Only installing steel and manufactured products produced in the United States; or b) Installing manufactured products for which the FAA has issued a waiver as indicated by inclusion on the current FAA Nationwide Buy American Waivers Issued listing; or c) Installing products listed as an Excepted Article, Material or Supply in Federal Acquisition Regulation Subpart 25.108. By selecting this certification statement, the bidder or offeror agrees: 1. To provide to the Owner evidence that documents the source and origin of the steel and manufactured product. 2. To faithfully comply with providing US domestic products 3. To refrain from seeking a waiver request after establishment of the contract, unless extenuating circumstances emerge that the FAA determines justified.  The bidder or offeror hereby certifies it cannot comply with the 100% Buy American Preferences of 49 USC § 50101(a) but may qualify for either a Type 3 or Type 4 waiver under 49 USC § 50101(b). By selecting this certification statement, the apparent bidder or offeror with the apparent low bid agrees: 1. To the submit to the Owner within 15 calendar days of the bid opening, a formal waiver request and required documentation that support the type of waiver being requested. 2. That failure to submit the required documentation within the specified timeframe is cause for a non-responsive determination may results in rejection of the proposal. 3. To faithfully comply with providing US domestic products at or above the approved US domestic content percentage as approved by the FAA. 4. To furnish US domestic product for any waiver request that the FAA rejects. 5. To refrain from seeking a waiver request after establishment of the contract, unless extenuating circumstances emerge that the FAA determines justified. Required Documentation Type 3 Waiver - The cost of components and subcomponents produced in the United States is more that 60% of the cost of all components and subcomponents of the “facility”. X FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D – Attachment A Page 2 of 2 The required documentation for a type 3 waiver is: a) Listing of all manufactured products that are not comprised of 100% US domestic content (Excludes products listed on the FAA Nationwide Buy American Waivers Issued listing and products excluded by Federal Acquisition Regulation Subpart 25.108; products of unknown origin must be considered as non-domestic products in their entirety) b) Cost of non-domestic components and subcomponents, excluding labor costs associated with final assembly and installation at project location. c) Percentage of non-domestic component and subcomponent cost as compared to total “facility” component and subcomponent costs, excluding labor costs associated with final assembly and installation at project location. Type 4 Waiver – Total cost of project using US domestic source product exceeds the total project cost using non-domestic product by 25%. The required documentation for a type 4 of waiver is: a) Detailed cost information for total project using US domestic product b) Detailed cost information for total project using non-domestic product False Statements: Per 49 USC § 47126, this certification concerns a matter within the jurisdiction of the Federal Aviation Administration and the making of a false, fictitious or fraudulent certification may render the maker subject to prosecution under Title 18, United States Code. Date Signature Company Name Title DocuSign Envelope ID: B02B1DB5-6FB7-4E9A-87D4-A6376D0C0BAE PrincipalCSDA Design Group 12/7/2022 FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D – Attachment B Page 1 of 2 Attachment B: CERTIFICATE OF BUY AMERICAN COMPLIANCE FOR MANUFACTURED PRODUCTS (Non-building construction projects, equipment acquisition projects) As a matter of bid responsiveness, the bidder or offeror must complete, sign, date, and submit this certification statement with their proposal. The bidder or offeror must indicate how they intend to comply with 49 USC § 50101 by selecting one on the following certification statements. These statements are mutually exclusive. Bidder must select one or the other (not both) by inserting a checkmark () or the letter “X”.  Bidder or offeror hereby certifies that it will comply with 49 USC § 50101 by: a) Only installing steel and manufactured products produced in the United States, or; b) Installing manufactured products for which the FAA has issued a waiver as indicated by inclusion on the current FAA Nationwide Buy American Waivers Issued listing, or; c) Installing products listed as an Excepted Article, Material or Supply in Federal Acquisition Regulation Subpart 25.108. By selecting this certification statement, the bidder or offeror agrees: 1. To provide to the Owner evidence that documents the source and origin of the steel and manufactured product. 2. To faithfully comply with providing US domestic product 3. To furnish US domestic product for any waiver request that the FAA rejects 4. To refrain from seeking a waiver request after establishment of the contract, unless extenuating circumstances emerge that the FAA determines justified.  The bidder or offeror hereby certifies it cannot comply with the 100% Buy American Preferences of 49 USC § 50101(a) but may qualify for either a Type 3 or Type 4 waiver under 49 USC § 50101(b). By selecting this certification statement, the apparent bidder or offeror with the apparent low bid agrees: To the submit to the Owner within 15 calendar days of the bid opening, a formal waiver request and required documentation that support the type of waiver being requested. 1. That failure to submit the required documentation within the specified timeframe is cause for a non-responsive determination may result in rejection of the proposal. 2. To faithfully comply with providing US domestic products at or above the approved US domestic content percentage as approved by the FAA. 3. To refrain from seeking a waiver request after establishment of the contract, unless extenuating circumstances emerge that the FAA determines justified. X FYI-S Fed Fund Eng. Consultant Service Agreement, Short Form Total Fee (11-2022) Exhibit D – Attachment B Page 2 of 2 Required Documentation Type 3 Waiver - The cost of the item components and subcomponents produced in the United States is more that 60% of the cost of all components and subcomponents of the “item”. The required documentation for a type 3 waiver is: a) Listing of all product components and subcomponents that are not comprised of 100% US domestic content (Excludes products listed on the FAA Nationwide Buy American Waivers Issued listing and products excluded by Federal Acquisition Regulation Subpart 25.108; products of unknown origin must be considered as non-domestic products in their entirety) b) Cost of non-domestic components and subcomponents, excluding labor costs associated with final assembly at place of manufacture. c) Percentage of non-domestic component and subcomponent cost as compared to total “item” component and subcomponent costs, excluding labor costs associated with final assembly at place of manufacture. Type 4 Waiver – Total cost of project using US domestic source product exceeds the total project cost using non-domestic product by 25%. The required documentation for a type 4 of waiver is: a) Detailed cost information for total project using US domestic product b) Detailed cost information for total project using non-domestic product False Statements: Per 49 USC § 47126, this certification concerns a matter within the jurisdiction of the Federal Aviation Administration and the making of a false, fictitious or fraudulent certification may render the maker subject to prosecution under Title 18, United States Code. Date Signature Company Name Title DocuSign Envelope ID: B02B1DB5-6FB7-4E9A-87D4-A6376D0C0BAE 12/7/2022 CSDA Design Group Principal City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-93 Agenda Date:1/19/2023 Agenda #: 1.-D. REPORT TO THE CITY COUNCIL FROM:KERRI L. DONIS, Fire Chief Fire Department SUBJECT ***RESOLUTION - Authorize the acceptance of 2021 Staffing for Adequate Fire and Emergency Response (SAFER) grant award for $7,246,600 from the Federal Emergency Management Agency (FEMA) and authorize the Fire Chief to complete all required documents (Subject to Mayor’s Veto) RECOMMENDATION It is recommended Council adopt the resolution to accept the 2021 SAFER Grant for $7,246,600 and authorize the Fire chief, or designee, to complete all required documents. EXECUTIVE SUMMARY On January 27, 2022, City Council approved the Fire Department to apply for the 2021 SAFER grant to recruit twenty-four (24) new members. The grant reimburses the City 100% of salaries and benefits of each recruit for a period of 36 months. On December 00, 2022, the department was notified it had been awarded a grant in the amount of $7,246,600. A City Council resolution is required to enable the department to process the grant and receive payments of the grant proceeds. The grant will also reimburse for any increases in salary levels resulting from negotiated labor agreements occurring after the initial application process. BACKGROUND On December 00, 2022, the department was notified it had been awarded funding for grant. The Fire Department plans on conducting a 16-week drill school upon award of the grant and approval by the City Council to accept the grant. The federal share of the grant is $7,246.600, and the City’s unreimbursed costs will be as follows: $1,102,200 for Fiscal Year 2023; $738,400 for Fiscal Year 2024; $743,673 in Fiscal Year 2025. Actual reimbursement from the grant will be increased in accordance with any subsequent labor agreements occurring after the initial application process. After the grant period of performance is City of Fresno Printed on 1/13/2023Page 1 of 2 powered by Legistar™ 01-19-2023 Removed to 02-09-2023, New File ID 23-155 File #:ID 23-93 Agenda Date:1/19/2023 Agenda #: 1.-D. completed in August, 2025, ongoing estimated costs will be $3,341,000 per year. FISCAL IMPACT The City of Fresno’s share of costs related to the grant have been built into the base budget for fiscal year 2023. LOCAL PREFERENCE Local preference was not implemented because this item is not an award of a construction or services contract. ENVIRONMENTAL FINDINGS Pursuant to California Environmental Quality Act (CEQA) Guidelines Section 15378, this item is not a project for the purposes of CEQA. Attachments: Resolution - Authorizing Acceptance of Grant City of Fresno Printed on 1/13/2023Page 2 of 2 powered by Legistar™ 1 of 2 Date Adopted: Date Approved: Effective Date: City Attorney Approval: __PB____ Resolution No. RESOLUTION NO. ____________ RESOLUTION AUTHORIZING THE ACCEPTANCE OF THE 2021 STAFFING FOR ADEQUATE FIRE AND EMERGENCY RESPONSE (SAFER) GRANT, AND AUTHORIZING THE COMPLETION AND SUBMISSION OF ALL REQUIRED DOCUMENTS. WHEREAS, the Federal Emergency Management Agency (FEMA) provides funding for the FY 2021 SAFER grant; and WHEREAS, the procedures established by FEMA require the applicant to certify by resolution approval of the grant award; and WHEREAS, the City of Fresno (City) will enter into an agreement with FEMA and any collaborating local agencies and entities for the grant funded program. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno: 1. That Council approves acceptance of grant funds for 2021 SAFER through the FEMA grant program. 2. To the extent consistent with all Constitutional and local law requirements and this resolution, the City certifies that it has or will have sufficient funds to operate and maintain the Program. 3. That the City certifies it has reviewed, understands, and, to the extent consistent with all Constitutional and local law requirements and this resolution, agrees to the provisions contained in the Application, Award and Program Guidelines. 4. The Fire Chief for the City of Fresno is appointed the agent of the City of Fresno to conduct all negotiations and take any actions necessary for the purpose of obtaining the federal financial assistance hereunder, execute and submit documents including, but not limited to, applications, agreements, memoranda of understanding, payment requests and so on, which may be necessary for the completion of the Program, subject to prior approval as to form by the City Attorney’s Office. * * * * * * * * * * * * * * 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 , 2022. AYES : NOES : ABSENT : ABSTAIN : Mayor Approval: , 2022 Mayor Approval/No Return: , 2022 Mayor Veto: , 2022 Council Override Vote: , 2022 Todd Stermer, CMC City Clerk BY: Deputy APPROVED AS TO FORM: City Attorney BY: PAULINE BRICKEY Date Deputy City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-116 Agenda Date:1/19/2023 Agenda #: 1.-E. REPORT TO THE CITY COUNCIL FROM:SANTINO DANISI, MBA, Finance Director/City Controller Finance Department SUBJECT Approve the first amendment to the Bank of America contract for banking services to allow for amendments to the Services that are not included in the scope of services but are necessary for City business operations RECOMMENDATION Approve the first amendment to the Bank of America contract for banking services to allow for amendments to the Services that are not included in the scope of services (Exhibit D) but are necessary for City business operations. EXECUTIVE SUMMARY The City of Fresno (City) currently has an agreement with Bank of America for banking services. On June 14, 2018, Council awarded a five-year contract with two one-year extensions. The existing Scope of Services does not cover a module that is needed for bank reconciliations with the new enterprise resource planning (“ERP”) system, Tyler Munis. The City would like to amend the original agreement by adding services to receive the Bank Administration Institute (BAI) file to complete the City’s bank reconciliations. BACKGROUND The City maintains approximately fifty bank accounts, each essential for a specific purpose, through which hundreds of millions of dollars flow every year. As a large government entity, the City has extensive and complex banking service requirements. The City requires banking services to process coin, currency, check, wire and Automated Clearing House (ACH) deposits. For disbursements, the City issues Payroll direct deposits, paycards, Accounts Payable ACH payments and checks, as well as debit wire transfers. In addition to normal daily banking services, the City looks to its banking services provider for expertise and assistance in reducing exposure to fraud, as well as suggesting services to enhance the City’s customer service and streamline processes. The current City agreement for banking services was effective July 1, 2018 and the initial five years ends June 20, 2023. There are two one-year extensions available under this agreement. City of Fresno Printed on 1/19/2023Page 1 of 2 powered by Legistar™ 01-19-2023 MA / MK 7-0 File #:ID 23-116 Agenda Date:1/19/2023 Agenda #: 1.-E. The existing Scope of Services does not cover a module that is needed for bank reconciliations with the new ERP system, Tyler Munis. The City would like to amend the original agreement by adding services to receive the Bank Administration Institute (BAI) file to complete the City’s bank reconciliations. At the City’s current activity levels, it is projected that the recommended contract will cost the City $112,000 in FY 2023. The addition of this module would increase the annual cost by approximately $18,100. The current Finance Department budget will be able to cover this additional cost. 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 was not considered at the time of the original agreement because all the proposers for the request for proposals had at least one branch within the City of Fresno. FISCAL IMPACT The City is projecting to pay approximately $112,000 annually in variable costs for banking services, based on the current years actual expenditures. This figure is net of the earnings credit. The pricing of the proposed First Amendment to the Bank of America Agreement will result in an increase to the annual cost of approximately $18,100. The Finance Department has current appropriations of $178,000 for banking services which are adequate to cover the costs of the agreement and this amendment. Attachment: First Amendment to the Agreement Agreement City of Fresno Printed on 1/19/2023Page 2 of 2 powered by Legistar™ 1 FIRST AMENDMENT TO AGREEMENT THIS FIRST AMENDMENT TO AGREEMENT (Amendment) made and entered into as of this ________ day of _____________ 2023, amends the Agreement heretofore entered into between the CITY OF FRESNO, a municipal corporation (City), and BANK OF AMERICA, N.A., with offices located at 100 North Tyron Street, Charlotte, NC 29255 (Bank). RECITALS WHEREAS, City and Bank entered into an Agreement, dated July 1, 2018, for banking services, (Agreement); and WHEREAS City and Bank now desire to amend provision 3(c) under Compensation to allow for amendments to the Services that are not included in the scope of services (Exhibit D), but are necessary for City business operations. AGREEMENT NOW, THEREFORE, the parties agree that the Agreement be amended as follows: 1. Section 3. Compensation (c) Bank may not add or delete a service, unless it obtains a prior written request and written consent by City. Notwithstanding the forgoing, the Bank may change, add, or delete any of the terms and conditions (Exhibit D) applicable to any or all Services upon 30 days prior notice to the City in writing or by electronic means. The City's continued use of or failure to terminate any Service, after the effective date of the change, will indicate the City's agreement to the change. 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 agreed upon increase or decrease in Bank's compensation. Any increase or change in the scope of services must be made by written consent signed by an authorized representative for each party. Bank shall not be entitled to any additional compensation if work is performed prior to a signed written consent. 2. Except as otherwise provided herein, the Agreement remains 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: 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 BANK OF AMERICA N.A. A national banking association 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) AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) CONFIDENTIAL ©Bank Of America Corporation TREASURY SERVICES TERMS AND CONDITIONS BOOKLET Introduction Thank you for choosing the Bank of America Corporation group of financial institutions for your worldwide treasury management business needs. We appreciate the opportunity to serve you. If you have any questions about our extensive array of treasury services (including the locations where each service is available) or about this Negotiated Treasury Services Terms And Conditions Booklet on February 13, 2018 (the “Booklet”), please contact your treasury services representative. Capitalized terms used in this Booklet are defined in the Glossary. The terms “we,” “us” and “our” refer to each of the Bank of America Corporation subsidiary banks which provide you a particular Service under the terms of this Booklet. The terms “you” and “your” refer to each Client identified on the Authorization and Agreement for Treasury Services. This Booklet contains the terms and conditions under which we provide you worldwide treasury services. It is used in conjunction with the Account Agreement which covers account terms and conditions. Please read this Booklet carefully and keep it for your records. By signing and returning the Authorization and Agreement for Treasury Services form, you agree to the General Provisions section of this Booklet (which contains terms and conditions applicable to all Services), except that you agree to the Software License section of the General Provisions only to the extent we provide you Software in connection with one or more Services. You also agree to those portions of the Treasury Services and Electronic Trade Services sections of this Booklet which contain the specific terms and conditions that relate to the Services we provide to you. If you would like an additional Service, it will be covered by the terms and conditions of this Booklet once we have approved your use of the Service. You may begin using the Service when we have received all required and properly executed forms and you have successfully completed any testing or training requirements. To assist in our establishment and maintenance of overdraft limits, any payment instructions and any electronic access to the Services and to assist in our compliance with any applicable laws, rules and regulations, you shall provide us with any information we request, including but not limited to, financial information about you and identification information and documentation about you and your employees and any representatives authorized by you to conduct transactions on your behalf. Whenever you use any of the Services covered by this Booklet, you agree to be bound by these terms and conditions, as amended from time to time, and to follow the procedures in the applicable Materials. THE ENTIRETY OF THE GENERAL PROVISIONS SECTION OF THIS BOOKLET TOGETHER WITH THE APPLICABLE SERVICE SECTIONS HEREIN FORMS THE AGREEMENT BETWEEN YOU AND US WITH RESPECT TO THE SERVICES DEFINED THROUGHOUT THIS BOOKLET. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) CONFIDENTIAL ©Bank Of America Corporation TABLE OF CONTENTS TREASURY SERVICES ................................................................................................................................................................. 1 ACCOUNT RECONCILEMENT .................................................................................................................................................... 1 AUTOMATED CLEARING HOUSE (ACH) ................................................................................................................................... 1 AUTOMATED CLEARING HOUSE (ACH) AUTHORIZATION TO RECEIVE ............................................................................... 3 ACH POSITIVE PAY ..................................................................................................................................................................... 4 BANK-PRINTED DRAFTS ............................................................................................................................................................ 5 BILLPAY AND INVOICE MANAGEMENT ................................................................................................................................... 5 CASHPAY® .................................................................................................................................................................................. 8 CHECK ISSUANCE AND DOCUMENT PRINTING ...................................................................................................................... 9 COIN AND CURRENCY ORDERS .............................................................................................................................................. 10 COLLECTION LETTERS ............................................................................................................................................................ 10 COMMERCIAL DEPOSITS ......................................................................................................................................................... 11 COMMERCIAL PREPAID CARD ................................................................................................................................................ 16 CONTROLLED BALANCE ACCOUNTS ..................................................................................................................................... 17 CONTROLLED DISBURSEMENT .............................................................................................................................................. 18 DATA AGGREGATION AND USAGE SERVICE ......................................................................................................................... 19 DIGITAL DISBURSEMENT SERVICE ......................................................................................................................................... 21 ELECTRONIC BILL PAYMENT CONSOLIDATION ................................................................................................................... 23 ELECTRONIC DATA INTERCHANGE (EDI) ............................................................................................................................... 23 ELECTRONIC FOREIGN EXCHANGE ........................................................................................................................................ 24 ELECTRONIC STOP PAYMENT ................................................................................................................................................ 25 IMAGE SERVICES ...................................................................................................................................................................... 26 INFORMATION REPORTING .................................................................................................................................................... 26 LOCKBOX .................................................................................................................................................................................. 27 NOTIFICATION SERVICE .......................................................................................................................................................... 28 PAYMENT PROCESSING SERVICE ........................................................................................................................................... 28 POSITIVE PAY ........................................................................................................................................................................... 29 RECEIVABLES MATCHING ....................................................................................................................................................... 31 RE-PRESENTMENT CHECK (RCK) ............................................................................................................................................ 33 TAX PAYMENTS ........................................................................................................................................................................ 33 TAXPAY AND BILLPAY ............................................................................................................................................................. 35 AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) CONFIDENTIAL ©Bank Of America Corporation WIRE TRANSFERS AND INTERNATIONAL ELECTRONIC FUNDS TRANSFERS .................................................................... 37 ELECTRONIC TRADE SERVICES ............................................................................................................................................... 40 COLLECTIONS .......................................................................................................................................................................... 40 STANDBY AND COMMERCIAL LETTERS OF CREDIT AND GUARANTEES ISSUED .............................................................. 41 BANK PAYMENT OBLIGATION - BUYER ................................................................................................................................. 43 OPEN ACCOUNT ....................................................................................................................................................................... 43 STANDBY LETTERS OF CREDIT-ADVISED (CONFIRMED/UNCONFIRMED) ......................................................................... 44 COMMERCIAL LETTERS OF CREDIT–ADVISED (CONFIRMED/UNCONFIRMED) .................................................................. 45 INFORMATION REPORTING AND IMAGE ACCESS ................................................................................................................ 46 SUPPLEMENTAL CD-ROM/ DVDS SOFTWARE LICENSE PROVISIONS ................................................................................ 46 SUPPLY CHAIN ......................................................................................................................................................................... 47 SUPPLEMENTAL LIMITATION OF LIABILITIES AND INDEMNIFICATION FOR ALL ELECTRONIC TRADE .......................... 47 GENERAL PROVISIONS ............................................................................................................................................................ 49 ACCESSING SERVICES VIA THE INTERNET ............................................................................................................................ 49 CHANGES TO A SERVICE ......................................................................................................................................................... 49 COMMUNICATIONS ................................................................................................................................................................. 50 CONFIDENTIALITY ................................................................................................................................................................... 50 CURRENCY EXCHANGE RATES ............................................................................................................................................... 51 NOTICE OF ACCOUNT STATEMENT DISCREPENCIES ........................................................................................................... 52 E-STATEMENTS ........................................................................................................................................................................ 52 FACSIMILE SIGNATURES ......................................................................................................................................................... 52 THIRD PARTY VENDORS .......................................................................................................................................................... 52 GENERAL MATTERS ................................................................................................................................................................. 53 GOVERNING LAW ..................................................................................................................................................................... 54 SECURITY PROCEDURE ........................................................................................................................................................... 54 LIMITATION OF LIABILITIES .................................................................................................................................................... 54 OVERDRAFTS ........................................................................................................................................................................... 55 PAYMENT FOR SERVICES ........................................................................................................................................................ 55 PROTECTION FROM THIRD PARTIES ...................................................................................................................................... 56 REPRESENTATIONS AND WARRANTIES ................................................................................................................................ 56 RESOLUTION OF DISPUTES .................................................................................................................................................... 56 SOFTWARE LICENSE ................................................................................................................................................................ 56 AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) CONFIDENTIAL ©Bank Of America Corporation SUSPENSION AND TERMINATION ......................................................................................................................................... 59 GLOSSARY OF TERMS ............................................................................................................................................................. 61 AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 1 CONFIDENTIAL ©Bank Of America Corporation TREASURY SERVICES We offer a wide variety of treasury services. Each Service has many features and options. Your treasury services representative will be happy to describe these to you and to recommend those that will best meet your needs. A List of Banks and Services is enclosed with this Booklet. This list includes the names of each Bank of America Corporation subsidiary bank offering Services under this Booklet and the names under which we currently offer those Services. Please contact your treasury services representative at any time if you wish to receive an updated list. ACCOUNT RECONCILEMENT Our Account Reconcilement Services will help you reconcile and manage the credit and debit activity in your accounts. Detailed information regarding the features offered for such Services is available in the applicable User Documentation. Your use of an Account Reconcilement Service does not affect any of your obligations, which are described in the applicable Account Agreement, to discover and report with respect to your accounts (including joint accounts where permitted): (i) unauthorized signatures, alterations or endorsements on checks and (ii) unauthorized Requests and other discrepancies. Your use of this Service or our receipt of information associated with this Service does not increase our duty with respect to accounts or the payment of checks. AUTOMATED CLEARING HOUSE (ACH) This section applies only to ACH Services processed within the United States of America and its territories. This section together with the entirety of the General Provisions section of this Booklet, including without limitation the terms related to Security Procedures, forms the agreement between you and us with respect to the Services defined herein. Our ACH Services allow you to transfer funds to or from your accounts by initiating Entries which may be sent through the ACH system or processed directly to accounts with us. We may send Entries to any ACH processor selected by us or directly to another bank or processor. Each ACH Service is described in the applicable User Documentation. You authorize us to issue paper instruments or items, such as drafts, or remotely created checks, (collectively, “RCCs”), as instructed by you or as reasonably determined by us to be appropriate. The capitalized ACH terms appearing in italics below are defined in the NACHA Rules. COMPLIANCE WITH NACHA RULES; LAWS; AND ADDITIONAL REQUIREMENTS You agree to comply with the NACHA Rules for all Entries, whether or not an Entry is sent through a processor or the ACH network. You act as Originator and we act as Originating Depository Financial Institution (ODFI) with respect to Entries. You will utilize the ACH service to us as provided in the User Documentation and the NACHA Rules, including, but not limited to, the delivery of Entries. The NACHA Rules govern if they conflict with this Booklet, except that the file specification requirements in the User Documentation govern if they conflict with the NACHA Rules. For Entries that may be processed directly to accounts with us or other processor, debits and returns may be reported on next day information reporting. The User Documentation will govern if such timing conflicts with the NACHA Rules. You agree to comply with applicable laws and regulations. You may not use this Service for any illegal transaction or activity, including under the regulations and laws of the receiver of your transaction. Your compliance includes adherence to applicable laws and regulations, including United States economic sanctions laws and regulations, regulations issued by the Office of Foreign Assets Control of the U.S. Department of the Treasury and Executive Orders issued by the President of the United States. You agree to cooperate with us fully to facilitate our adherence to guidance provided by any regulatory body, including, but not limited to, the Office of the Comptroller of the Currency (“OCC”), including guidance concerning risk management of ACH or any other Service. For this purpose, you agree that we may mandate specific internal controls at your locations, audit your operations and/or request additional information. We may restrict either your initiation or re-initiation, or apply certain risk management rules at our discretion. We may monitor, assess and enforce limitations on initiation and return activity. If you originate on behalf of any other party, you also represent and warrant that you will monitor, assess and enforce limitations in accordance with the NACHA Rules. If you originate on behalf of any other entity, we may require information regarding such entity to verify your customer and the nature of their business. If you are acting as a third party payment processor or a third party sender as defined by NACHA Rules, we may request that you furnish us with additional information. Such information may include, without limitation, AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 2 CONFIDENTIAL ©Bank Of America Corporation data: (i) regarding your financial condition; (ii) verifying your customers and the nature of their businesses; and (iii) sufficient for us to determine whether you are working with additional ODFIs. You agree to comply with all audit requirements under the NACHA rules, and agree to provide proof of compliance upon our request. Where a preauthorized debit Entry from a consumer’s account varies in amount from the previous debit Entry, you will comply with the notice requirements set forth in the NACHA Rules, the Electronic Funds Transfer Act and Regulation E of the Board of Governors of the Federal Reserve System, as applicable. If you make International ACH Transactions (“IAT”) using the Service such transactions are subject to the terms of this section for the portions of the transaction that occur and are processed within the United States of America and its territories. AUTHORIZED PERSONS Before using an ACH Service, you give us a written list, in a form acceptable to us, of the persons authorized by you to verify the authenticity of Entries and Reversal/Deletion Requests in accordance with the Security Procedure and to perform certain other duties in connection with such Service. WARRANTIES Each time you use an ACH Service, (i) you warrant that you have obtained appropriate authorization from each Receiver and that Entries conform to such authorization and comply with the NACHA Rules, and (ii) you make the same warranties to us as we make under the applicable section(s) of the NACHA Rules. PAYMENT WITH RESPECT TO ENTRIES We generally debit your account on the settlement date for credit Entries (including debit Reversals), unless you are prefunding your Entries. Prefunding means that you are required to pay for all credit Entries before the settlement date as we may specify, using a Standalone Account. If your account is not a Standalone Account, we may at any time convert it to a Standalone Account for prefunding. We may, at our discretion, without prior notice to you, require prefunding before we process your credit Entries. We are not obligated to process any credit Entries, even if we have done so in the past, without having first been paid by you, but, if we do, the amount is immediately due and payable without notice or demand. We generally credit your account on the settlement date for debit Entries (including credit Reversals), unless such Entries are subject to ACH Managed Processing which will delay settlement for the Entries as further described in the User Documentation for the ACH Service being used. You will pay us for the amount of any returned debit Entries (including rejected debit Entries), any adjustment Entries or any returned RCCs, which we have previously credited to your account. Such amounts shall be immediately due and payable. You agree that we do not need to send a separate notice of debit Entries or RCCs which have been returned unpaid. You may request reports containing information regarding returned debit Entries and RCCs. ACTING ON ENTRIES We send Entries to the ACH processor or other bank or processor for settlement on the Effective Entry Date shown on the Entries or a delayed settlement date if such Entries are subject to ACH Managed Processing, if we receive the Entries by the applicable processing deadlines specified in the User Documentation for the ACH Service being used. We may treat Entries that we receive for processing after a deadline as if received on the next Business Day. Entries will be deemed received by us when we receive the complete file at the location specified in the User Documentation. REJECTION OF ENTRIES We may reject any Entry that does not comply with the requirements of the Booklet or the applicable User Documentation, including any ACH processing and/or exposure limits described in the User Documentation, or that we are unable to verify through use of the Security Procedure. We may also reject any Entry that may be returned for any reason under the NACHA Rules or if you have breached your payment obligations for any ACH Service we provide to you or may require your Entries to be subject to ACH Managed Processing. we will give notices of rejection and/or Entries becoming subject to ACH Managed Processing. We may also, without prior notice to you, no longer accept or process your debit Entries or may require your Entries to be subject to ACH Managed Processing. Notice of rejection and/or Entries becoming subject to ACH Managed Processing will be given to you by telephone, by electronic means, by facsimile or by mail within the time period specified in the User Documentation and will be effective when given. We are not liable for the rejection or ACH Managed Processing requirement of any Entry and are not obligated AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 3 CONFIDENTIAL ©Bank Of America Corporation to pay you interest for the period before you receive the notice of rejection or ACH Managed Processing requirement. If an Entry is rejected for any reason, it is your responsibility to correct the Entry you intend to resubmit. REVERSAL OR DELETION We have no obligation to cancel or amend any Entry after we have received it. If you send us a Reversal/Deletion Request and we are able to verify the authenticity of the Reversal/Deletion Request using the Security Procedure, we will make a reasonable effort to act on your Reversal/Deletion Request. We will not be liable to you if such Reversal/Deletion Request is not effected (for example, but not limited to, if it is returned for non-sufficient funds). You agree to indemnify us in connection with any such Reversal/Deletion Request as provided in UCC 4A. Your obligations under this provision will survive the termination of any ACH Service. PROVISIONAL PAYMENTS You agree to be bound by the provision of the NACHA Rules and UPIC Rules providing that payment of a credit Entry by the Receiving Depository Financial Institution (RDFI) to the Receiver is provisional until the RDFI receives final settlement for the Entry. If final settlement is not received, the RDFI is entitled to a refund from the Receiver of the amount credited. This means that the Receiver will not have been paid. Our payment of any debit Entry, returned credit Entry or credit Reversal is provisional until we receive final settlement for the Entry or Reversal. If final settlement is not received, we are entitled to a refund and we may charge your account for the amount previously credited. We may delay the availability of any amount credited (i) for a debit Entry subject to ACH Managed Processing, or (ii) for a debit Entry or credit Reversal if we believe that there may not be sufficient funds in your account to cover any chargeback or return of the Entry or Reversal. Our rights under this subsection shall survive termination of the Service and/or the Booklet. INCONSISTENCY OF NAME AND NUMBER An RDFI can make payment to a Receiver based solely on the account number, even if the name in the Entry differs from the name on the account. We will send an Entry to an RDFI based solely on the bank identifying number you provide, even if you provide us with a different RDFI name. SUPPLEMENTAL TERMINATION This subsection supplements the Suspension and Termination section. If you originate on behalf of any other entity, and we determine, in our sole discretion, that we no longer wish to process transactions for such entity, Services may be suspended, modified or amended. AUTOMATED CLEARING HOUSE (ACH) AUTHORIZATION TO RECEIVE This section applies only to ACH Authorization to Receive Services for Entries received in the United States of America. With the ACH Authorization to Receive Services, you provide us with the authorization criteria for Entries you desire to receive for debit or credit to your account. We will automatically return any Entry which does not meet your authorization criteria. We may also return an Entry that would be returned for any reason under the NACHA Rules. The ACH Authorization to Receive Services do not apply to transactions between you and us, and we may pay Entries which you have authorized us to originate against your account (e.g., loan or credit card payments), whether or not you have included these in your authorization criteria. We may also pay any Entries, Reversals or adjustments which we are required to accept under the NACHA Rules EPN Rules, operating circulars or any other applicable rule, guideline or regulation. You are responsible for providing authorization criteria in a manner and form acceptable to us. In your authorization criteria you may specify a maximum amount for authorized Entries, in which case you must specify the amount in dollars and cents. You agree to comply with the NACHA Rules for all Entries. Under the NACHA Rules, credit Entries are provisional and may be revoked prior to final settlement. If the credit Entry is revoked before final settlement and final settlement is not received, we may charge your account for any amount previously credited to your account. In this instance, the person who originated the credit Entry is considered not to have paid you and we do not send a separate notice regarding such failed payment. If an ACH Authorization to Receive Service is terminated for any reason, we will no longer be obligated to monitor Entries against your authorization criteria and will receive and accept or return Entries to your account in accordance with our normal procedures. You still have the right to return Entries in accordance with the NACHA Rules. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 4 CONFIDENTIAL ©Bank Of America Corporation If you also subscribe to our ACH Positive Pay Services as described in this Booklet, you will still need to make your pay or return decisions under your ACH Positive Pay Services. Such decisions will supersede the terms contained in your ACH Authorization to Receive Services. SUPPLEMENTAL TERMINATION This subsection supplements the Suspension and Termination section, if we have assisted you in obtaining a UPIC. We may terminate this Service immediately and send you notice of the termination if we, in our sole discretion, no longer wish to provide this Service. ACH POSITIVE PAY Our ACH Positive Pay Services allow you to identify exception items, and to instruct us whether to pay or return those items. An exception item is an ACH Entry not previously authorized by you. On each Business Day, we notify you of ACH debit and credit Entries presented to us for settlement on that Business Day and which we have identified as exceptions based on authorization information you have provided to us (as more fully described in the applicable User Documentation). Exceptions are determined by comparing ACH Entries presented to us (including by other depository institutions, ACH operators or by us) with the authorization instructions you have provided. Alternatively, you may choose not to authorize any ACH Entries, in which case we will treat all such ACH Entries as exception items. On the same day we report exception items to you, you must notify us, by the deadline specified in the applicable User Documentation, which ACH Entries you want us to pay/accept or which to return. If you fail to notify us by the deadline, we will handle the exception items in accordance with the prescribed default procedure as outlined in the User Documentation. Where required, you will indicate which ACH Entries you want us to return, having been deemed by you to be unauthorized. Our deadlines, return procedures and procedures for authorizing ACH Entries are described in the applicable User Documentation. In order to assist you in making your decision whether we should pay or return exception items, you may wish to contact your trading partner or ACH customer support for further information. This will not however extend your deadlines to pay or return. Before using the ACH Positive Pay Services, you must entitle, in a form or manner acceptable to us, the persons authorized by you to perform certain duties in connection with such ACH Positive Pay Services. You must access the daily reports of exception items via one of our Websites. Using such Website, you must then notify us which exception items to pay/accept or which to return. If you fail to notify us by the deadline, we will handle the exception items in accordance with the prescribed default procedure as outlined in the User Documentation. Where available, we provide you a report of exception items. You must then notify us which items to pay/accept or which to return. If you fail to notify us by the deadline, we will handle the exception items in accordance with the prescribed default procedure as outlined in the User Documentation. Where available you may request to receive certain types of notifications of your exception items. These notifications are further described in the applicable User Documentation. By using the ACH Positive Pay Services, you authorize us to return ACH Entries or to pay/accept ACH Entries in accordance with your authorization instructions and the return procedure in the applicable User Documentation. We will have no liability for payment of an ACH Entry which is unauthorized if (i) the ACH Entry is included in a report of exception items; and (ii) you do not give us timely instructions to return the ACH Entry. You acknowledge that our ACH Positive Pay Services do not preclude our standard ACH processing procedures, which may cause an ACH Entry to be dishonored even if your instructions do not otherwise require us to return such ACH Entry. You acknowledge that if we receive an ACH Entry after the deadline, which is identified as an exception item, the exception item will be handled as more fully described in the applicable User Documentation. You acknowledge that our ACH Positive Pay Services are intended to be used to identify and return ACH Entries which you suspect in good faith are unauthorized. They are not intended to be used as a substitute for authorization instructions or to delay your pay/accept return decisions on exception items, including and not limited to stop payment orders on ACH Entries which are not suspected in good faith to be unauthorized. If we suspect or deem, in our sole discretion, that you are using the ACH Positive Pay Services contrary to those intentions, we may require you to provide evidence that ACH Entries we return pursuant to your instructions were in fact unauthorized. In addition, we may hold you liable for losses we sustain on ACH AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 5 CONFIDENTIAL ©Bank Of America Corporation Entries which we are requested to return under such ACH Positive Pay Services and which you do not reasonably establish as unauthorized ACH Entries. ACH Positive Pay Services do not apply to transactions between you and us. We may pay Entries which you have authorized us to originate against your account ( e.g., loan or credit card payments), whether or not you have included these in your authorization criteria. We may also pay any Entries, Reversals or adjustments which we are required to accept under the NACHA Rules, operating circulars or any other applicable rule, guideline or regulation. If you also subscribe to our ACH Block and Authorization Services, you will still need to make your pay or return decisions under your ACH Positive Pay Services. Such decisions will supersede the terms contained in your ACH Block and Authorization Services. BANK-PRINTED DRAFTS Using the Bank-Printed Drafts Service you may request us to issue a bank draft by submitting a Payment Advice using your computer (using Software we provide or by accessing a Website) or sending us a data file transmission, to print drafts (which may include drafts denominated in a currency other than the currency in which the relevant account is denominated) drawn on accounts designated and owned by us. In processing your Payment Advice we will apply the exchange rate that you obtained from one of our trading centers, online or assigned by us, as more fully described in the User Documentation. We will print the draft and mail it to the address that you provide with your Payment Advice. We will debit your account for the amount of any Payment Advice that you send to us. For drafts issued by us on your behalf, we reserve the right to place a stop payment on drafts that remain uncleared beyond timelines as defined by us in the User Documentation. If we place a stop payment on a draft for this reason then we will return funds to you according to our returns process, as defined in the User Documentation. AUTHORIZED PERSONS Before using a Bank-Printed Drafts Service, you give us a written list, in a form acceptable to us, of the persons authorized by you to perform certain duties in connection with such Service. STOP PAYMENT REQUESTS Generally, you may send us a request to stop payment with respect to a draft drawn on an account designated and owned by us only if the draft is lost, stolen or destroyed. In such case, you must first complete and provide us with a declaration of loss and indemnity agreement reasonably acceptable to us. A stop payment will not be effective until we first receive your completed declaration of loss and indemnity agreement; have had a reasonable amount of time to review and approve it; and then have reviewed our records to determine that the draft has not already been paid. YOUR RESPONSIBILITIES You must create and transmit to us a Payment Advice for each draft you issue using the Service. You must make certain that each draft, Payment Advice and electronically transmitted Stop Payment Request conforms in form and substance to the requirements, including cutoff times on a Business Day, described in the applicable User Documentation. You must retransmit any Payment Advice, electronically transmitted Stop Payment Request or other message initially transmitted to us through the Service if you have not received an acknowledgment message from us within the time period specified in the applicable User Documentation. OUR RESPONSIBILITIES When we receive the Payment Advice, we will transfer funds from your account with us to the bank account on which the draft is drawn. We will print drafts as requested by you in your Payment Advice. PAYMENT WITH RESPECT TO DRAFTS You agree you will not issue any drafts using a Service which would cause your applicable account balance, according to your records, to be exceeded. If your records and ours disagree regarding the account balance, our records will control for purposes of these Services. You must ensure that Collected and Available Funds sufficient to cover the total of all drafts issued, are on deposit in your account each Business Day at the time stated in the applicable User Documentation. BILLPAY AND INVOICE MANAGEMENT AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 6 CONFIDENTIAL ©Bank Of America Corporation You may use the Bill Payment Feature, the Invoice Management Feature and other related services, provided through our designated Website, and explained in the applicable User Documentation. This section together with the entirety of the General Provisions section of this Booklet, including without limitation the terms related to Security Procedures, forms the agreement between you and us with respect to the Services defined herein. You may only access the Service through the Bank’s designated Website and use the Service to request us to make bill payments on your behalf to Vendors in payment of invoices and bills that you received from such Vendors. We will process your bill payment request by means of an ACH credit entry to the bank account of the Vendor, by mailing a check on your behalf to the Vendor, or by other electronic payment means. You may use the Service to receive invoices sent to you from Vendors that choose to deliver invoices to you via the Service. You also may upload through the Service images of invoices that you receive directly from Vendors. You may view and manage these invoices through the Service. INVOICE MANAGEMENT FEATURE The Service includes an online Inbox where you can upload, store, index and manage your Bills and Documents. You may upload Bills and Documents to your Service Inbox directly through the Service Website or by email using the email address assigned to your Service Inbox. You also may authorize Vendors to send Bills and Documents to the Service Inbox using the email assigned to it. We are not responsible for Bills that are misdirected or not received in your Inbox. You should regularly review your Inbox to confirm that expected Bills from Vendors are received there. You will resolve disputes regarding invoices from Vendors directly with such Vendors and we have no responsibility with respect to such disputes. You also may submit and store other remittance information to the Service, including address and bank account and routing information for a Vendor. You are responsible for verifying the accuracy of the Vendor information prior to scheduling a Payment Transaction, and we will have no liability for losses or damages due to you or your Vendor’s actions or inactions. If you input a Vendor’s bank routing number and bank account number, you represent and warrant that (i) this information is accurate and correct, and (ii) you have obtained from the Vendor any required authorizations, including the authorization to disclose the Vendor’s account information and to request us to initiate ACH debit or credit entries, as applicable, to the Vendor’s bank account in accordance with your Payment Transaction Request and, if necessary, the initiation of adjustments for any transactions debited or credited in error. By providing us with the name and bank account information of a Vendor to whom you wish to direct bill payments, you authorize us to use and follow this information when processing your Payment Transaction Requests to that Vendor. In order to process Payment Transactions more efficiently and effectively, we may submit payments to the best known Vendor address based on information in the Vendor Database. When necessary, we may alter payment data or data formats or change or reformat your Vendor’s bank account number and routing information to match the account number or format and/or routing information required by your Vendor for electronic payment processing or as set forth in the Vendor Database. BILL PAYMENT FEATURE Scheduling Bill Payment. To make a payment to a Vendor for a Bill, you may use the Service to schedule a Payment Transaction and select the Process Date on which we will debit the Payment Account to originate the Payment Transaction. The Service will indicate the earliest possible Process Date for each Payment Transaction Request and will calculate an estimated Arrives By Date. We will use commercially reasonable efforts to issue the Payment Transaction within two business days following the Process Date, depending on the size of the payment and subject to our own review of the Payment Transaction Request. We will determine the payment method for each scheduled Payment Transaction Request. You are solely responsible for scheduling Payment Transactions and selecting a Process Date for each payment that allows sufficient time for the payment to be delivered on or prior to the due date on the Bill. We make no representation or warranty to you that a Payment Transaction will be received by the Vendor or credited to the Vendor’s bank account on or before the Arrives By Date. Regardless of the Process Date selected by you, we shall have no liability to you or your Vendor in the event that you incur a late fee or other financial liability to a Vendor arising from a delayed, undelivered, or late payment. Payment Method and Transaction Limits. You may, through the Service, request that we process a Payment Transaction Request as a check payment or as an ACH credit entry payment or other electronic payment; provided, however, that we reserve the right to select the method by which to process a Payment Transaction Request. ACH credit entry payments and other electronic payments may only be made to U.S. domestic bank accounts. All other payments made through the Service must be made by issuance and mailing of a check to a U.S. address. We may, in our sole discretion, impose limits on the amount of money sent through the Service, on a per-transaction or a cumulative basis, and change those limits at any time AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 7 CONFIDENTIAL ©Bank Of America Corporation without prior notice to you. You may not submit a Payment Transaction Request that would require the processing of an international ACH transaction (IAT). Processing Bill Payments. You hereby authorize us to debit your Payment Account for the amount of each Payment Transaction Request and remit funds in accordance with your Payment Transaction Request through the ACH network or other electronic funds network or by paper check, as determined by us in our sole discretion. We may debit your Payment Account by means of an ACH debit or direct posting/book transfer. You are responsible for maintaining collected and available funds in the Payment Account in an amount sufficient to pay for all debits to fund the Payment Transaction Requests on or before the Process Date. We are not obligated to process any Payment Transaction Requests, even if we have done so in the past, without having first been paid by you, but, if we do, the amount is immediately due and payable without notice or demand. We may post these debits to your Payment Account even if the debits cause your Account to have a negative intraday balance or to be in an overdraft position. After the Process Date and prior to origination of the ACH credit entry or payment of the issued check, funds deducted from your Payment Account will be held in a master bank account or general liability account at the Bank. You acknowledge and agree that you have no ownership interest or right to the funds in this bank account. This bank account arrangement does not create a trust or other fiduciary obligations on the part of us to you. Issuance of Check Payments. You hereby authorize us to print and issue a paper check drawn by you, and to indicate on such check that you are the drawer and/or that you have authorized the drawing of the check. We may be identified on the check as the drawee bank. You agree that we shall not have any liability to you or any other person on the check as an endorser, a drawer or a co-signer or in any other capacity. You acknowledge and agree that in the event of a returned check or other non- payment of an issued check, you may be subject to claims from third parties under law in your capacity as drawer of the check. In addition to any other indemnification provided herein, you further agree to indemnify us for any loss, damage or claim arising from our issuance of a check in accordance with your Payment Transaction Request. Returned Transactions. A Vendor, a Vendor’s bank or the United States Postal Service may return a Payment Transaction for various reasons such as, but not limited to, Vendor’s forwarding address expired, invalid bank routing number, invalid bank account number, Vendor remittance address is not correct, Vendor is unable to identify an account, or a Vendor account is paid in full. In addition, a Vendor may refuse to accept a Payment Transaction. We will use commercially reasonable efforts to provide you with notice of a returned Payment Transaction. You agree that we shall not have any liability for any returned Payment Transaction or any resulting loss or damage that you may incur. Unless otherwise directed, we will void such returned Payment Transaction and credit the returned Payment Transaction to your Payment Account. Payment Cancellation Requests. You may cancel, reschedule or modify a Scheduled Payment Transaction prior to the time that we begin processing it, subject to any restrictions set forth in the User Documentation. You may only cancel, reschedule or modify a Scheduled Payment Transaction through the Service Website. Once we have begun processing a Payment Transaction, it cannot be cancelled, rescheduled or modified by you. In addition, we reserve the right in our sole discretion to suspend or cancel any Scheduled Payment Transaction if your Payment Account or your use of the Service is not in good standing, as determined by us in our sole discretion. We will credit back to the Payment Account any debits previously made to fund a cancelled Scheduled Payment Transaction. Stop Payment Requests. You may use the Service to place a stop payment on a Payment Transaction that is processed by means of a check payment. There is no stop payment option for a Payment Transaction that is processed by ACH credit or other electronic payment. Our ability to process a stop payment request on a check payment depends on whether or not a check has cleared. We must have a reasonable opportunity to act on any stop payment request after we receive the request from you. In some cases, we may pay a check even if a stop payment request is in effect. For example, if one of our branches (or banking centers) or affiliates becomes a “holder in due course” of the check that you asked us to stop, we may still pay the check. Although we will use commercially reasonable efforts to accommodate stop payment requests, we will not have any liability to you for failing to do so. If we do honor a stop payment request, you agree to indemnify us (and our service provider) for any liability or claim that we incur arising from a person that seeks payment from us on the check based on such person’s status as a holder of the check and/or otherwise based on our role in the issuance of the check on your behalf. You further authorize us to settle and pay any such claim from a holder or a payee of the check without prior notice to you and you further authorize us to debit your Payment Account for the amount of such paid claim. Prohibited Payments. You are prohibited from using the Service to make the following types of payments: (i) tax payments, (ii) payments to settle securities transactions, and (iii) court ordered payments. In no event shall we be liable for any claims AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 8 CONFIDENTIAL ©Bank Of America Corporation for damages resulting from your scheduling of these types of payments. You shall comply with all applicable state and federal laws in initiating any Payment Transaction. Payment Review. In our discretion, we may place a hold on a Payment Transaction Request for as long as reasonably required to conduct an appropriate inquiry regarding you, the Vendor, a Bill, payment history, and other relevant circumstances and factors. Depending on the results of this review, we may process the Payment Transaction Request, reverse or cancel the Payment Transaction Request, or hold the Payment Transaction Request and related funds pending instructions from a government agency. At any time, a Payment Transaction Request or a Payment Transaction may be reversed or canceled by us in our sole discretion and without prior notice to you. Compliance with Service Documentation. You are responsible for ensuring that each Payment Transaction Request conforms in form and substance to the requirements, including cutoff times on a Business Day, described in the applicable User Documentation for the Service. REGISTERED VENDOR DATABASE We use a third party company that operates an online database containing payment routing and other information regarding Registered Vendors. We do not operate or control the Vendor Database and we are not responsible for the accuracy of information that is stored in the Vendor Database. The Vendor Database is not part of the Service. When making a Payment Request, you may look-up your Vendors in the Vendor Database to see if they are Registered Vendors. You also may ask your Vendor to register with the Vendor Database and provide information regarding its preferred bank account number and routing information for bill payments processed through the Service to the Vendor. If your Vendor registers with the Vendor Database, your Vendor will be required to agree to the terms and conditions provided by the third party company that govern the use and operation of the Vendor Database. The Service may obtain payment routing information and mailing address information for your Registered Vendors from the Vendor Database. We may at our option process a Payment Transaction to the Registered Vendor based upon the account and routing number information and/or mailing address information provided by the Registered Vendor without further investigation or confirmation by us. You are responsible for any Payment Transaction that is processed by the Service using the Registered Vendor data contained in the Vendor Database. PROVISIONAL PAYMENTS For Payment Transactions processed through the ACH credit entry, you agree to be bound by the provision of the NACHA Rules providing that payment of a credit Entry by the Receiving Depository Financial Institution (RDFI) to the Receiver (the Vendor) is provisional until the RDFI receives final settlement for the Entry. If final settlement is not received, the RDFI is entitled to a refund from the Vendor of the amount credited. This means that the Vendor will not have been paid. SUPPLEMENTAL LIMITED WARRANTY/DISCLAIMER You acknowledge and agree that (i) we are making no representations or warranties of any kind regarding the content of Bills, Documents or the Vendor Database, and (ii) you and your Vendors are transmitting and receiving Bills through the Service at your own risk. We disclaim any and all warranties of any kind (whether express or implied) including but not limited to any warranties of merchantability or fitness for a particular purpose with respect the Service, the Vendor Database, and the content and timely delivery of the Bills and any related information. We will have no liability or responsibility for any losses, costs, expenses or damages incurred by you or your Vendors with respect to the use of the Vendor Database or any Bills transmitted or received through the Service. CASHPAY® Our CashPay® Service allows you to pay your employees and other payees by directly depositing payments to their CashPay accounts. Your payees can immediately access their money through ATMs, point-of-sale (POS) terminals and over-the- counter cash access transactions at offices of financial institutions that accept Visa cards. CASHPAY FUNDING OPTIONS You may fund the CashPay accounts in one of two ways: by initiating Entries through the Automated Clearing House (ACH) system or, upon our approval, by instructing us to transfer funds from a deposit account you maintain with us. (ACH Services are governed by the ACH section of this Booklet.) If you choose to pay by the transfer of funds from your account with us, we will debit your account following receipt of your payment instructions in a mutually agreed-upon format and method. You must have sufficient Collected and Available Funds AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 9 CONFIDENTIAL ©Bank Of America Corporation in your account to cover the transfer amount. In the event that sufficient funds are not available at the time of settlement, you agree that we may take steps to protect ourselves, including refusing to fund CashPay accounts and terminating the CashPay Service (which will not affect funds previously transferred to CashPay accounts), without incurring any liability to you or your payees. CERTIFICATION OF ENROLLMENT INFORMATION You must provide us information for each payee who wishes to open a CashPay account. Each time you provide us with such information or initiate a transfer of funds to a CashPay account, you certify that the following statements are true and accurate as of such date: • The payee is entitled to receive payments issued by you, and is otherwise qualified to participate in the CashPay program. • All information provided by you about the payee is correct, including but not limited to the payee’s name, date of birth, physical address, social security number or other identifying information contained in another form of identification issued by a governmental entity, employment/occupation, method of verification, country of citizenship, country of residence and source of income. • If the payee is to receive wage payments through a CashPay account, the payee is legally employable in the United States of America. • You have provided the payee the explanatory CashPay Service information that we have provided to you for that purpose, including the USA PATRIOT Act disclosure, and the payee has authorized the transfer of wages to the CashPay account. • The payee has not cancelled the authorization to transfer the wages to the CashPay account. You agree to notify us promptly of any changes to the payee enrollment information you have provided to us for this Service or if any employee who has a CashPay Account is no longer employed by you. Upon our request, you will promptly provide us any additional information for each payee to allow us, among other things, to verify enrollment information. ADDITIONAL LIMITATION OF LIABILITY As a general rule, ATMs cannot dispense cash in increments other than $5, $10 or $20. This means that your payees may not be able to withdraw at an ATM all funds paid by you to the payees’ CashPay accounts. We will wire the difference to any payee who requests such payment; however, we will not be responsible if your payees or others assert a claim against us due to this inability to withdraw all funds at an ATM. PROMOTIONAL MATERIALS We will provide you with explanatory documentation for you to give your payees. We will provide to each payee the CashPay agreement, which discloses the terms and conditions of each payee’s CashPay account. Such payees are not entitled to any rights or benefits we give to our other deposit account holders or debit card holders unless such rights or benefits are contained in the CashPay agreement. You must obtain our prior written consent if you elect to promote the CashPay Service using materials (in any format) other than the documentation we provide to you for that purpose. CHECK ISSUANCE AND DOCUMENT PRINTING With our Check Issuance and Document Printing Services, you may request us to (1) create checks on your behalf that are drawn on either (i) accounts owned and maintained by you with us or another bank or (ii) accounts designated and owned by us, and/or (2) print and mail on your behalf statements, invoices and other documents. This section together with the entirety of the General Provisions section of this Booklet, including without limitation the terms related to Security Procedures, forms the agreement between you and us with respect to the Services defined herein. AUTHORIZED PERSONS Before using a Check Issuance and Document Printing Service, you give us a written list, in a form acceptable to us, of the persons authorized by you to perform certain duties in connection with such Service. If you use a third party to perform certain duties, you will provide such authorization in a form acceptable to us. STOP PAYMENT REQUESTS AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 10 CONFIDENTIAL ©Bank Of America Corporation You must submit Stop Payment Requests in accordance with the applicable User Documentation or Account Agreement, as appropriate. Generally, you may send us or our third party processor a Stop Payment Request with respect to a check drawn on an account designated and owned by us only if the check is lost, stolen or destroyed. In such case, you must complete and provide us with a declaration of loss and indemnity agreement reasonably acceptable to us. If you wish to stop payment on a check drawn on an account you maintain with us, you must make your request as provided in the applicable Account Agreement. YOUR RESPONSIBILITIES You must create and transmit to us or our third party processor a Check Issuance Request for each check you want us to issue on your behalf and a Document Printing Request for each document you want us to print and mail on your behalf . You must make certain that each Check Issuance Request and Document Printing Request conforms in form and substance to the requirements, including cutoff times on a Business Day, described in the applicable User Documentation. If you have not received an acknowledgment message from us or our third party processor within the time period specified in the applicable User Documentation, then you must contact customer support for instructions before resubmitting any Check Issuance Request, Document Printing Request or other message initially transmitted to us or our third party processor through a Service. In the case of checks drawn on accounts designated and owned by us, you must ensure that Collected and Available Funds, sufficient to cover the total of all checks issued, are on deposit in your accounts. We will debit your account to cover such checks when we receive your Check Issuance Request. In the case of checks drawn on accounts designated and owned by you, you will be governed by the applicable Account Agreement. In the case of checks drawn on accounts designated and owned by you and maintained at another financial institution, the processing of those checks may be governed by additional terms between you and that financial institution. COIN AND CURRENCY ORDERS Our Coin and Currency Order Services allow you to place orders for coin and currency (as used in this section, “change orders”) with our cash vaults or the vaults of various armored carriers at which we maintain a cash inventory. Some of these armored carrier vaults have been designated by us as our extended vaults. Before using a Coin and Currency Order Service, you will provide us with the names and locations of the person(s) authorized by you to receive the access IDs and PINs required to use the Service. We will provide such persons with access IDs and PINs so that change orders can be placed via a voice response system or electronically via a transmission, in accordance with the applicable User Documentation. In order to use the Coin and Currency Order Service, you must contract separately with an armored carrier service that is acceptable to us to provide for the transportation of the coin and currency, which you have ordered, from one of our cash vaults, one of our armored carrier vaults and/or another location designated by us. Such armored carriers are your agents. Your armored carriers must continue to meet our requirements. In the event that they do not, we may not allow them to pick up your orders until they meet our requirements. You authorize us to act upon any request for coin or currency made in accordance with this Booklet and the procedures described in the applicable User Documentation. In connection with any coin and currency you order from our cash vaults or our armored carrier vaults, you authorize us to debit your account (i) on the day that such coin and currency are available for release from such vault to your armored carrier, or (ii) on the day that we deliver such coin and currency to another location for pickup by your armored carrier, as applicable. Each time you use a Coin and Currency Order Service, you represent and warrant that you have sufficient Collected and Available Funds in your account for each change order requested by you. We have no obligation to release any coin and currency ordered by you unless there are sufficient Collected and Available Funds in the designated account or sufficient funds under a line of credit to pay for such order at the time scheduled for release of the coin and currency to the armored carrier. COLLECTION LETTERS Our Collection Letter Services allow you to forward us drafts, checks and travelers checks (as used in this section, “items”) drawn on banks outside of the United States and (i) denominated in U.S. dollars or (ii) drawn in specified foreign currencies (as described in the applicable fee schedules or User Documentation) for collection. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 11 CONFIDENTIAL ©Bank Of America Corporation You must prepare and forward a transmittal letter, in a form acceptable to us, along with those items you want us to process for collection in accordance with the applicable User Documentation. You agree that you will only request collection on items which are drawn on banks outside of the United States (i) in U.S. dollars or (ii) in specified foreign currencies (as described in the applicable fee schedules or User Documentation) for collection. We will send each item you forward to us for collection to the bank on which such item was drawn or to an appropriate correspondent bank. We will generally credit your account for each item on the first Business Day following the day on which we receive payment for each such item at our then-prevailing buy rate for the applicable currency. We will deduct all service fees and charges, plus any correspondent bank fees and charges, from the amount of any payment credited to your account for such items. Special handling or services other than collection of the items will be charged in accordance with our special handling fees (as described in the applicable fee schedules or User Documentation). We will send you a written advice showing the applicable buying rate and fees and charges for each item we process as a collection item through use of a Collection Letter Service. Any credit given for the items received for collection is provisional only, and is subject to our actual receipt of cash proceeds. We may charge back any items at any time, whether the item is returned or not. You bear all risk of return, including without limitation the risk of late returns and fraudulent items. If we take an item payable in foreign currency for collection, you will bear all exchange rate risk. Clearance of foreign items is subject to the regulations of the foreign country, and such regulations are different from U.S. Federal Reserve regulations. We will contact you when information is received. If you request and we agree, we will determine the status of any collection item and you agree to pay phone or wire charges incurred for such a request. We will use our discretion regarding the method of transmitting items for collection. Notwithstanding the Limitation of Liabilities section in this Booklet, the measure of damages for such failure shall be limited to the reasonable expenses of obtaining duplicate items should the originals be misdirected, lost or destroyed, or such other damages as are expressly provided for under applicable law. COMMERCIAL DEPOSITS With our Commercial Deposit Services, (i) you may make deposits of coin and currency, checks and other payment instruments at one of our designated banking centers with pre-approval, depository facilities (which may include a night depository facility), processing centers, ATMs or cash vaults; (ii) you or, if applicable, a third party acting as your agent, may make deposits of checks using our Image Cash Letter Service or our Remote Deposit Service; and/or (iii) you may obtain credit for Safe Deposits through the Safe Connect Service further described herein. If these deposits are delivered by you or your agent before the cutoff time specified at the deposit location or in the applicable User Documentation, we will give you same-day provisional credit for such deposits, subject to later verification by us and our availability schedule. Banking center deposits that are immediately verified are covered under your Account Agreement. The Image Cash Letter Service allows you, or a third party acting as your agent, to transmit an image cash letter (ICL) to us. We may create, on your behalf, a paper substitute check or image replacement document (IRD) from such electronic image transmission, as described in the applicable User Documentation. The Remote Deposit Service allows you to create or have created on your behalf a paper substitute check or IRD from an electronic image or an original paper check, as described in the applicable User Documentation. YOUR RESPONSIBILITIES You agree to follow all requirements set out in the User Documentation, and to meet all specifications for returns contained in the User Documentation; provided, however, in the event that a relevant provision of the User Documentation conflicts with applicable regulatory requirements, you agree to follow such applicable regulatory requirements. You agree to prepare all deposits accurately and in good faith and to follow the procedures for preparation, packaging and delivery of deposits as provided in the applicable User Documentation. In order to receive a receipt of deposit at banking centers, depository facilities (which may include a night depository facility), or processing centers, and except as otherwise set forth with respect to the Safe Deposit service further described below, we may require you to provide a duplicate deposit slip. This is in addition to the number of original deposit slips required by us to process the deposit or to use other procedures as set forth in the User Documentation. If we require you to provide a duplicate deposit slip, we will stamp this duplicate deposit slip and return it to you. In all cases, deposits are subject to later verification by us. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 12 CONFIDENTIAL ©Bank Of America Corporation For deposits made to one of our cash vaults, you must contract separately with an armored carrier service that is acceptable to us to transport your deposits. Armored carriers are your agents unless otherwise agreed in writing between us. If you use our Image Cash Letter Service or our Remote Deposit Service, then prior to sending us an electronic image transmission, you and we must agree on image and transmission standards as more fully described in the applicable User Documentation. You warrant that all ICL file transmissions you send us comply with the specifications outlined in the User Documentation, and you agree to indemnify us for any loss or expense incurred by us (including attorneys’ fees and expenses of litigation) as a result of your breach of this warranty. You must provide us with the reason for return of a check by such means as we may specify from time to time in our User Documentation. For example, we may require you to provide us with the reason for return of a check in the unqualified returns ICL cash letter file transmission or through stamping the front of the check with the reason for return. We will use our best efforts to notify you promptly when we cannot determine the bank of first deposit on a check in the amount of $2,500 or greater, or such other amount as may be set forth in the User Documentation from time to time. You will respond to our notice by secure email promptly upon receipt. If you use our Image Cash Letter Service or our Remote Deposit Service, then except as provided herein, for any IRD or Image created under this Service, you are deemed to be the warrantor of certain warranties under Check 21, and for each and every day an IRD is created, you accept all responsibilities as warrantor for those warranties under Check 21 regarding creation of the IRDs. You understand that you are responsible for capturing and sending fully legible copies of the original paper check or Electronic Image which will be cleared as a Paper Image or IRD. If you use our Image Cash Letter Service or our Remote Deposit Service, then you give the same warranties and indemnities to us that we, as reconverting bank, give under 12 CFR Parts 229.52 and 229.53 of Check 21 regulations or any successor legislation. With respect to any Image forward presented by us after your deposit, in paper check or Image form, in your account, you give the same representations, warranties and indemnities to us that we, as sending bank, give pursuant to the image exchange rules, including any applicable clearing house rules and/or regulations, that govern us. With respect to Images sent by you to us under this Service, your warranties include warranties that the Image accurately represents all the information on the front and back of the original check as of the time the original check was truncated, the MICR-line information contains all information needed for a substitute check or draft, and any transmission to us from you complies with the specifications described in the applicable User Documentation. You agree to indemnify us and any receiving parties that suffer losses as a result of receiving the substitute check instead of the original, or receiving duplicate items, whether in paper or Image form. You are responsible for capturing and sending fully legible copies of the item which may be created as an IRD. Notwithstanding the foregoing, provided you comply with the agreed upon image and transmission standards and we accept your transmission, and as more fully described in the applicable User Documentation, we will not hold you responsible for any breach of warranty or indemnity either under Check 21 based on image quality for IRDs, or under applicable image exchange rules, including any applicable clearing house rules and/or regulations, based on image quality for any Images, that we produce from your image transmission. If, in connection with your use of our Remote Deposit Service, we provide you with Software and such Software provided by us operates in a manner which causes you to breach any warranties under Check 21, in spite of your exercise of reasonable care, you shall report such Software issues to us as soon as reasonably practicable, and as more fully described in the applicable User Documentation, and we will not hold you responsible for such breach of warranty. If you use our Image Cash Letter Service or our Remote Deposit Service, then you shall pay us for the amount of any returned Images or IRDs (including rejected images or rejected IRDs) or any claims for adjustments accepted by us, for any IRD or Image which we have previously credited to your account. Such amounts shall be charged as returns or adjustments to your account and are immediately due and payable by you. Such amounts appear on your reports to the extent agreed between us. Certain returned IRDs and/or returned Images may be redeposited, if you have a separate reclear service agreement or arrangement with us. Any IRD created and deposited to your account must comply with all requirements mandated by Check 21. If you intend to include reclears along with other items in a forward ICL file sent to us for processing, you must identify the reclear items on the ICL file in accordance with our instructions set forth in our User Documentation. If you use our Image Cash Letter Service or our Remote Deposit Service, you agree that you provide the same warranties and indemnities that we are required to provide under applicable statutes, rules, clearinghouse arrangements, operating circulars and other applicable laws, rules or regulations. Without limiting the foregoing, you warrant and guarantee that, if you deposit AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 13 CONFIDENTIAL ©Bank Of America Corporation a demand draft or remotely created check (an unsigned draft or a preauthorized draft) using the Image Cash Letter Service or Remote Deposit Service, the draft or remotely created check was created from paper (or from a paper item) and is authorized according to the terms on its face by the person identified as drawer. You agree to indemnify us from all loss, expense and liability related to a claim that such draft or check was not created from a paper item and/or was not authorized by the person on whose account it was drawn. If, upon our review of your deposit account activity, we determine that abuse or unauthorized activity is or may be occurring with respect to deposited demand drafts, we may require you to provide collateral to cover the return of and/or claims against deposited demand drafts. In addition, we may require you to maintain such collateral coverage with us beyond termination your use of any deposit service, such as our Image Cash Letter Service and/or of your relationship with us as a bank customer. In the event you use our Image Cash Letter Service or our Remote Deposit Service to redeposit any returned item as an IRD or Image, you agree to follow our procedures, set forth in the User Documentation, concerning your provision of the reason for return. If you use our Remote Deposit Service, then it is your responsibility to use check imaging equipment acceptable to us as specified from time to time (as used in this section, “hardware”) to be installed at your site in order to use any such Remote Deposit Service. The terms and conditions pursuant to which the hardware is obtained, installed and maintained shall be as agreed between you and the vendor and/or lessor of such hardware and we assume no responsibility therefore. If you will be utilizing ACH components of our Remote Deposit Service, you must execute an agreement concerning such usage, as we may specify. If you have captured Images from checks, you agree that you will securely store, safeguard and securely destroy the items as set forth in the User Documentation. Imaged documents (or original documents, if available) must be provided to us promptly, at our request, to facilitate investigations related to unusual transactions or poor quality transmissions, or to resolve disputes. You agree to cooperate with us fully to facilitate our adherence to guidance provided by the Federal Financial Institutions Examination Council, including guidance concerning risk management of remote deposit capture. For this purpose, you agree that we may mandate specific internal controls at your locations, audit your operations and/or request additional information. ADDITIONAL RESPONSIBLITIES UNDER ECCHO In the event you are a financial institution and thereby eligible for ECCHO membership, you may use our Image Cash Letter Service or our Remote Deposit Service only if you are a member of ECCHO. RETURN OF ON-YOU ITEMS BY ICL In the event you are a financial institution to whom we may send, via ICL, On-You items pursuant to ECCHO rules, you agree that such ICL transmissions by us to you shall be governed by, and be in accordance with, the applicable provisions hereof and of ECCHO rules. UNQUALIFIED RETURNS ICLs In the event that you use the Image Cash Letter Service to send us unqualified returns ICLs, you additionally agree as follows: You agree to send us return items only if you return the items within the requirements of the UCC and Regulation CC. You warrant that all returned checks sent to us comply with the deadlines of Regulation CC and the UCC and you agree to indemnify us for any loss or expense incurred by us (including attorneys’ fees and expenses of litigation) as a result of your breach of this warranty. You agree to provide to us the same warranties that we provide to any receiver of a returned item that you send us using this Service, whether such warranty is made under Regulation J, Federal Reserve Operating Circular 3, clearinghouse rules, including ECCHO rules, or other applicable regulations or rules. These warranties include, but are not limited to, a warranty that the image of the return item is an accurate representation of the front and the back of the related check; the electronic image return accurately corresponds to the electronically returned item being returned; and the electronic image return is not a duplicate of another electronic image return. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 14 CONFIDENTIAL ©Bank Of America Corporation When you return an item using the Image Cash Letter Service, you agree that you provide the same warranties and indemnities that we are required to provide under applicable statutes, rules, clearinghouse arrangements, operating circulars and other applicable laws, rules or regulations. REDEPOSITING RETURNED ITEMS When you redeposit a returned item using the Image Cash Letter Service, you agree to redeposit the image of the returned check or IRD, which was physically returned to you, which shall include all endorsements and return item stamps. You agree that you provide the same warranties and indemnities that we are required to provide under applicable statutes, rules, clearinghouse arrangements, operating circulars and other applicable laws, rules or regulations and you agree to indemnify us for any loss or expense incurred by us (including attorneys’ fees and expenses of litigation) as a result of your breach of these warranties. USE OF IMAGE CASH LETTER SERVICE WITH RESPECT TO SAVINGS BONDS If you are a financial institution, you may use this Image Cash Letter Service to accept, transmit, deposit, exchange and/or otherwise process Savings Bonds only in accordance with those Savings Bonds Provisions applicable to you, which include the regulations and operating guidelines of the U.S. Treasury Department. Under all circumstances, each and every time you use this Image Cash Letter Service to accept, transmit, deposit, exchange and/or otherwise process Savings Bonds, in addition to the representations, warranties and undertakings otherwise provided in the Booklet, as amended hereby, you represent and warrant that you are an authorized Paying Agent, and that the Savings Bonds which you accept, transmit, deposit, exchange and/or otherwise process will be eligible for transmission by transmission of images thereof in accordance with the Savings Bonds Provisions as applicable. You further agree that, by your usage of this Image Cash Letter Service, you are deemed to provide such other representations, warranties, undertakings and indemnities as are applicable to you as a Paying Agent or otherwise under the Savings Bonds Provisions. In addition, you agree that we shall have no liability with respect to any Savings Bonds accepted, transmitted, deposited, exchanged and/or otherwise processed by you, except such liabilities as may be imposed by operation of law or except where the relevant loss is caused solely by our gross negligence or willful misconduct. You agree thatin the event of a conflict between the provisions of this section and any other provisions in this Booklet, the provisions of this section shall govern insofar as the same concern Savings bonds. OUR RESPONSIBILITIES We receive your deposit and issue provisional credit to your account for the amount you declare on the deposit slip. The declared amount is subject to later verification by us. If we find an error when we verify your deposit, we will debit or credit the amount of the error to the deposit account listed on the deposit slip, unless you and we have agreed otherwise in writing; provided, however, we reserve the right to set a standard adjustment amount (which we may change from time to time), in which case we will not make a correction to a deposit when the error is less than our current adjustment amount. We give you same-day provisional credit for deposits delivered before the cutoff time on a Business Day. For deposits delivered after the cutoff time or on a non-Business Day, we give you provisional credit on the next Business Day. We will apply and be responsible for (i) the appropriate endorsement of the bank of first deposit, if applicable, as more fully described in the applicable User Documentation on the back of each printed IRD; (ii) the appropriate legend of legal equivalency on the front of the printed IRD; and (iii) appropriate language identifying the reconverting bank if we do not clear your electronic image transmission through image exchange. SAFE CONNECT SERVICE You may use the Safe Connect Service for the purpose of obtaining credit, which credit may be provisional, for Safe Deposits as described herein and in Bank’s User Documentation. You agree that the Safe to be utilized in connection with the Safe Connect Service must be installed at a Safe Location. Subject to cutoff times and other provisions contained in the User Documentation, we shall provide you with credit for Safe Deposits; depending upon the applicable procedures used by you, such credit may be subject to later verification and/or adjustment by us and/or the Transportation Provider designated to transport Safe Deposits from the Safe to the Vault Location. Your Safe Deposits shall be governed by the terms of this Booklet, except as otherwise provided herein. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 15 CONFIDENTIAL ©Bank Of America Corporation Your Responsibilities Concerning Safe and Transportation Provider. Your responsibilities with regard to the Safe Connect Service include the following. You shall be solely responsible for the procurement of the Safe, whether by lease, sale or otherwise, and for the installation and removal of the Safe in accordance with any agreements that you may have with any third party providing the Safe. You shall not be required to prepare deposit and/or duplicate deposit slips with respect to Safe Deposits, as deposit information regarding such Deposits will be set forth in the Safe Feed. You shall be responsible for engaging a Transportation Provider to remove Safe Deposits from the Safe and to transport the Safe Deposits to Vault Locations. You agree to select the Transportation Provider you engage from a list of approved armored carriers provided by us from time to time. Such Transportation Provider shall be your agent, not ours, except as otherwise provided herein. Settlement. Settlement terms may vary depending upon applicable procedures used by you; such procedures may be dependent, in part, upon the terms set forth in the applicable agreement between you and the Transportation Provider. Upon receipt of the Safe Deposits at the Vault Location, we or the Transportation Provider shall verify such Deposits, for which credit, which may have been provisional, has been given by us. In such instance, solely when conducting verification, the Transportation Provider shall be acting as our agent, not yours. In the event of a discrepancy between deposit amounts set forth in a Safe Feed, addressing a Safe Deposit, and deposit amounts verified at the Vault Location with respect to such Safe Deposit, any adjustments made shall be in accordance with our User Documentation. Information concerning such adjustments will be reflected in your account statements and, in some cases, in written or electronic advices and reports produced through one of our Information Reporting services. No Warranties; Limitation of Liability. The following is in addition to the Limitation of Liabilities section under this Booklet. YOU ACKNOWLEDGE THAT WE DO NOT PROVIDE, NOR DO WE MAKE, ANY RECOMMENDATIONS REGARDING THE SAFE. WE HAVE NOT MADE AND DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING THE SUITABILITY OF THE SAFE, ITS DURABILITY, ITS CONDITION, ITS QUALITY AND/OR ITS RELIABILITY. ACCORDINGLY, WE ALSO DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE OR PARTICULAR PURPOSE WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE. WE SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY LOSS, DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY THE SAFE OR ANY SAFE FEED, HOWEVER ARISING, OR THE USES THEREOF OR THE FAILURE OF ANY OPERATION THEREOF. NO REPRESENTATION OR WARRANTY AS TO THE SAFE OR ANY OTHER MATTERS BY OTHERS SHALL BE BINDING UPON US OR IMPOSE ANY LIABILITY UPON US NOR SHALL THE BREACH OF SUCH RELIEVE YOU OR IN ANY WAY AFFECT ANY OF YOUR OBLIGATIONS TO US HEREIN. IF THE SAFE IS NOT SATISFACTORY FOR ANY REASON, YOU SHALL NOT MAKE ANY CLAIM ON ACCOUNT THEREOF AGAINST US. REGARDLESS OF CAUSE, YOU WILL NOT ASSERT ANY CLAIM WHATSOEVER AGAINST US FOR LOSS OF ANTICIPATORY PROFITS OR ANY OTHER INDIRECT SPECIAL OR CONSEQUENTIAL DAMAGES. Supplemental Representations and Warranties. In addition to the representations and warranties set forth in this Booklet, you represent and warrant to us that (a) you have given or procured, as the case may be, all necessary consents and approvals for our accessing of your information and/or information of the Transportation Provider, as we deem appropriate, for purposes of this Agreement; and (b) you and/or the Transportation Provider as your agent shall safeguard all Safe Deposits until delivery of such Deposits at the Vault Location and commencement of verification. In the event that the security of Safe Deposits is breached prior to such delivery and commencement of verification, and/or if the delivery of the Safe Deposits to the Vault Location is delayed, we may reverse any credit, provisional or otherwise, provided with respect to such Safe Deposits as set forth in the User Documentation. You agree to notify us promptly in the event of any such security breach or delay. You agree that you shall be deemed to make and renew each representation and warranty set forth in this Booklet on and as of each day on which the Safe Connect Service is provided. Supplemental Termination Provisions. Notwithstanding anything to the contrary in this Booklet, the Safe Connect Service may be terminated at any time as set forth below. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 16 CONFIDENTIAL ©Bank Of America Corporation In addition to the events listed in the Termination section of the Booklet which allow us to terminate any Service immediately, each of the following events will also give us the right to immediately terminate the Safe Connect Service at any time: a) You breach, or permit the breach of, the security of the Safe. b) We determine that you have failed to maintain a financial condition that we deem to be reasonably satisfactory to minimize any credit or other risks to us in providing the Safe Connect Service or we deem immediate termination to be necessary or appropriate to prevent a financial loss to us. c) We, in our sole discretion, determine that the Safe Connect Service is no longer feasible or desirous for us to pursue. ADDITIONAL PROVISIONS FOR YOUR ARMORED CARRIER In order to make commercial deposits to or pick up coin and currency orders from one of our cash vaults, one of our armored carrier vaults and/or other locations designated by us, you must contract separately with an armored carrier service that is acceptable to us. Any subcontractors of your armored carriers who enter such cash vaults must also be acceptable to us. Your armored carriers and their subcontractors must meet and continue to meet our requirements as they may be in effect from time to time. Such armored carriers and their subcontractors are your agents and you are liable to us for their failure to comply with our requirements. In addition, if they do not meet our requirements, they may be refused entry to our cash vaults, our armored carrier vaults, and/or other locations, as applicable. Our requirements include representations and warranties, minimum insurance coverages and other obligations applicable to your armored carriers and their subcontractors, as set forth in our Armored Carrier Requirements document, as in effect from time to time. You will instruct your armored carriers to comply with such requirements, including, without limitation, providing us with such information as we may request from them or their subcontractors in support of these requirements. Changes In Delivery Locations. If at any time you would like to add or delete those locations of yours that will deliver commercial deposits to us or order coin and currency from us, you must notify us of such change in advance, by the deadline specified in the applicable User Documentation, or we may decline to accept such deposits and/or process such additional orders. With respect to commercial deposits, in the event we take receipt and open bag(s) of, or otherwise access, coin and currency delivered to our cash vault(s) from an added or deleted location, regarding which you have failed to provide the requisite advance notice as set forth herein, we shall not by such actions be deemed to have accepted such coin and currency for deposit, and we shall use commercially reasonable efforts to facilitate the return to you of such coin and currency, with such facilitation to be initiated within a reasonable period of time from the date the coin and currency was delivered to our cash vault(s) without the appropriate advance notice. Supplemental Suspension And Termination Provisions. If at any time we believe (i) that our provision of the Service to you may create a risk of financial loss for us or result in an unacceptable credit exposure to us, (ii) that an account associated with the Service may be subject to irregular, unauthorized, fraudulent or illegal activity, or (iii) that your armored carrier and/or their subcontractors create an unacceptable risk exposure to us, we may, in our sole discretion, immediately, without prior notice to you, suspend or modify our provision of the Service, or deny your armored carrier and/or their subcontractors access to our cash vaults, armored carrier vaults and/or other locations until such time that such risk, exposure, or activity is eliminated or otherwise resolved to our satisfaction. Additionally, we may suspend our provision of the Service if you do not use it for such period of time as we may establish from time to time. We may terminate any the Service effective immediately, without prior notice to you, if the account necessary to provide the Service is closed. These suspension and termination rights are in addition to any such rights that we may otherwise have under our agreements with you. COMMERCIAL PREPAID CARD Our Commercial Prepaid Card Services enable you to distribute Commercial Prepaid Cards to your employees and others that permit them access to a predetermined amount of funds. Commercial Prepaid Cards may be used at ATMs, point-of-sale (POS) terminals, and for over-the-counter cash access Transactions at offices of financial institutions that accept Visa® cards. Detailed information regarding such services is available in the applicable User Documentation. OUR OBLIGATIONS We will issue Commercial Prepaid Cards to you on your request after you have provided us such information regarding the Commercial Prepaid Card as we may require at that time. Before we issue each Commercial Prepaid Card, we will debit funds from a deposit account you maintain with us for the value amount of the Commercial Prepaid Card issued. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 17 CONFIDENTIAL ©Bank Of America Corporation We will mail the Commercial Prepaid Cards to the address or addresses you provide us, together with a copy of the agreement between us and the Cardholder, our privacy policy for consumers (if applicable) and instructions for activating the Commercial Prepaid Card. We will deduct the amount of each Transaction, which may include fees added by the ATM owner or the applicable network, from the value amount with respect to the Commercial Prepaid Card. We will also deduct applicable Cardholder fees. You may request us to add value to previously issued Commercial Prepaid Cards by providing such information as we may require at that time. Upon receipt of your request and the required information, we will debit your deposit account with us for the amount to be added to the existing Commercial Prepaid Cards. You acknowledge and agree that the Commercial Prepaid Card is for use only for business purposes and is not for use for personal family or household purposes. Cardholders will not pay any money or anything of value to receive the Commercial Prepaid Cards. Commercial Prepaid Cards will not be re-sold or distributed by you. If there are insufficient Collected and Available Funds in your account, we have no obligation to issue or activate any Commercial Prepaid Card or to add value to any existing Commercial Prepaid Card and we may suspend or reverse any completed value load. Upon your request, and with our approval, we may provide a Commercial Prepaid Card that is not reloadable. COMMERCIAL PREPAID CARD CREATION All Commercial Prepaid Cards shall identify us as the issuer and shall include such other names and trademarks as we require. If you elect to customize the Commercial Prepaid Cards, you will be responsible for any additional costs in the design or production of the Commercial Prepaid Cards. You will provide graphics, promotional material and wording to us for review and approval and you must comply with all the rules of Visa® USA, Inc. and other systems or organizations, as applicable. You will allow us to use your artwork on the Commercial Prepaid Cards, provided that you shall have first reviewed and approved such use. You will indemnify and hold us harmless from any and all liabilities, claims, costs, expenses and damages of any nature (including Legal Expenses) arising from any claim that the artwork you supplied infringes the intellectual property rights of any third party. COMMERCIAL PREPAID CARD ACTIVATION Each Cardholder will be instructed to call a toll-free (in the U.S.A.) number and use an interactive voice response system to authenticate the Cardholder by using a number unique to the Cardholder in order to activate the Commercial Prepaid Card. During this call, the Cardholder will receive their PIN, if applicable. The Cardholder can change the PIN at that time to any four digit number. Once the call is successfully completed, the Commercial Prepaid Card will be activated. You will be responsible for informing each Cardholder of any other restrictions you may impose on the use of the Commercial Prepaid Card, and we will not have any responsibility for enforcing those restrictions. COMMERCIAL PREPAID CARD USAGE We may refuse to issue or add value to any Commercial Prepaid Card if we believe the Commercial Prepaid Card will or may be used in violation, or may cause us to be in violation, of any law or regulation, or any rule of any payment system. We will use reasonable efforts to prevent any overdraft with respect to a Commercial Prepaid Card or any unauthorized use of a Commercial Prepaid Card, but cannot ensure we will be able to do so. CONTROLLED BALANCE ACCOUNTS Our Controlled Balance Account Services let you control the transfer of funds between accounts with us. These Services may be restricted to certain account types. Transfers you make from a U.S.-domiciled money market account using these Services are considered preauthorized transfers, are counted toward the number of transactions you are legally permitted each month, and may not be made to a checking account with an overdraft credit facility. You may instruct us to make either date-related (where available) or balance-related (where available) transfers as described below. Once you instruct us to transfer funds between accounts, transfers begin on a mutually agreeable date or, for accounts domiciled in the United States of America, either immediately or on the date you specify. With a date-related transfer, funds can be transferred in either direction between certain types of accounts on the date and in the amount you specify. Both interstate and intrastate funds transfers are permitted as long as you meet the requirements for AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 18 CONFIDENTIAL ©Bank Of America Corporation the account type(s), transfer date and account location(s). If the transfer date you specify is a non-Business Day, we make the transfer on the next Business Day. With a balance-related transfer, you may have funds transferred to an account when the balance falls below a certain amount, or from an account, when the balance rises above a certain amount, or both. We transfer the amount required to meet the account balance you specify. Unless you and we have otherwise agreed in writing, you may elect to have funds transferred to or from accounts of a U.S. Subsidiary; provided that (i) the U.S. Subsidiary’s accounts are domiciled in the United States of America, (ii) you represent and warrant that such U.S. Subsidiary has authorized us to transfer funds between its accounts and your accounts and between its accounts and other accounts in the Service relationship via transfers through your account, and (iii) you provide us with such documentation as we may request in connection with such transfers. CONTROLLED DISBURSEMENT Our Controlled Disbursement Services provide information to you each Business Day so that you can fund the net total amount of (i) controlled disbursement checks presented that Business Day, (ii) certain controlled disbursement ACH transactions received prior to the time stated in the applicable User Documentation and (iii) any other check-related electronic adjustments to which we agree and which are posted that Business Day. ACCOUNTS We make the Controlled Disbursement Services available through multiple Controlled Disbursement Points in different parts of the United States of America. These points are identified on the List of Banks and Services. Subject to our approval in each case, you may use such Service through one or more of those points. For each Controlled Disbursement Point you use, you shall maintain one or more Controlled Disbursement Accounts with us. For each Controlled Disbursement Point, as more fully described in the applicable User Documentation, you may (i) draw checks bearing the respective point’s routing numbers directly on your Controlled Disbursement Accounts, (ii) initiate or authorize third parties to initiate ACH debits pursuant to the section of this Booklet regarding ACH Services and (iii) subject to the applicable funds transfer Service agreement, initiate other electronic debits to your Controlled Disbursement Accounts. (For electronic debits to your Controlled Disbursement Accounts, you must use the appropriate funds transfer Service approved by us.) CHECKS You shall only use checks which conform to the form and specifications described in the applicable User Documentation, and which have been satisfactorily tested by us. If we determine that checks used by you do not comply with such requirements, we may take the actions described in the applicable User Documentation. NOTIFICATION AND FUNDING On each Business Day, we will inform you by the time specified in the applicable User Documentation of the total amount of debits presented for payment that day at or through a Controlled Disbursement Point and any other amounts required to be deposited in your corresponding Controlled Disbursement Accounts to cover such debits. On each such Business Day, prior to the time stated in the applicable User Documentation, you must ensure that sufficient Collected and Available Funds are on deposit in your Controlled Disbursement Account(s) to cover such amounts. If we attempt to post a debit to a Controlled Disbursement Account for the amount due and determine there are insufficient funds in the Controlled Disbursement Account, we may dishonor some or all of the checks then pending payment and/or, as appropriate, return or reject any electronic debit pending settlement. We may, however, in our sole discretion, allow an overdraft so some or all of such checks or electronic debits will be paid or settled. If we do so, we are not obligated to allow any such overdraft in the future. If we allow an overdraft to occur in your Controlled Disbursement Account, repayment is immediately due and payable, and you will repay us, on or before the next Business Day, the amount of such overdraft along with interest on such amount as specified in our schedule of charges for business account services or as otherwise agreed. Additional terms and conditions contained in your Account Agreement may also apply. If you do not repay us as specified herein, we may dishonor some or all of the checks then pending final payment and/or, as appropriate, return or reject any electronic debit pending settlement even if the Controlled Disbursement Account has sufficient Collected and Available Funds to cover such debits. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 19 CONFIDENTIAL ©Bank Of America Corporation You will select the funding methods for your Controlled Disbursement Accounts from the options described in the applicable User Documentation. However, in certain circumstances, we may require a change in the funding methods used for your Controlled Disbursement Accounts, and may require such accounts to be funded via wire transfer or account transfer. DATA AGGREGATION AND USAGE SERVICE Our Data Aggregation and Usage Service is a data aggregation, information reporting and data manipulation service which provides you with on-line access to information reporting services. These services include not only data collection and manipulation but also information reporting, cash forecasting, and automated general ledger downloading, as applicable. The availability of one or more of the foregoing services may be dependent upon various factors, including the on-line channel(s) pursuant to which the Service may be accessed, and not all functionalities of the Service may be available for your use. Subject to the foregoing limitations concerning availability, upon your registration for the Service and completion of any other requirements, including identification of those accounts which you wish to be included for use with the Service, you may use your on-line access to retrieve, analyze, manipulate data from your accounts with us and with third parties. Detailed information regarding our Service, including information concerning the availability of the various functionalities, is set forth in the User Documentation. You agree to use the security procedures we may designate from time to time with regard to access to the Service, verification of the authenticity of actions taken in connection with the Service, and safeguarding of correct user identification codes and passwords, as set forth in our User Documentation. DATA AGGREGATION You must identify for us those accounts which you wish to be included for use with the Service. You must be the legal owner of, or have the legal right to access, such accounts. With regard to the accounts you identify, you must obtain and provide to us any applicable third party consents and comply with all other requirements, including data feed requirements, that we may specify from time to time as necessary or appropriate for our receipt or retrieval of this account information. With regard to the foregoing, you agree to the following: • You represent that you are a legal owner of, or have the legal right to access, the accounts at third party web sites which you designate to us for information aggregation, information reporting or other purposes in connection with our provision of the Service. You further represent that you have the authority to designate us and our service provider(s), if applicable, as your agent and attorney-in-fact as set forth below. • You authorize us, as your agent and attorney-in-fact, to access third party web sites, retrieve or receive account information, and use your account information for the purposes of providing the Service, and you further authorize us to take any action we deem necessary and appropriate to facilitate the foregoing with respect to your accounts at third parties. • Third party account providers shall be entitled to rely upon the above authorization and power of attorney granted by you. • You agree and acknowledge that, when we access and retrieve or receive information from third party web sites, we act as your agents, and not the agents of the third party. • We do not have any responsibility or liability for transactions and/or inquiries you make with respect to any accounts you have, or may legally access, with third parties, and all fees charged by any third parties with regard to actions involving your accounts with such parties are your sole responsibility. You agree to abide by the terms and conditions governing your accounts with third parties, and to resolve any dispute you may have regarding such accounts with the relevant third party according to the relevant terms and conditions binding upon you and the third party, without any involvement or liability on our part. • Subject to any constraints of third parties with whom you have accounts, in providing our services we will make reasonable efforts to comply with your instructions, given in accordance with our designated procedures, regarding the timing and frequency of account data pulling activities. However, account information reflected via your use of the Service will constitute the most recent refresh successfully completed, but may not be accurate or current. We are not liable for any errors or delays in the content of such account information or for any action, and/or its consequences, which you may take in reliance upon such information. We do not endorse or recommend the services of any AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 20 CONFIDENTIAL ©Bank Of America Corporation unaffiliated third party whom you select for purposes of using the Service’s capabilities, including information aggregation capabilities, and from whom we collect your account information pursuant to your authorization. DATA MANIPULATION Using the Service’s data manipulation capabilities, you may use various tools to populate and make other use of spreadsheet(s) as set forth in the User Documentation. With regard to the foregoing, you agree as follows: • You agree and acknowledge that we are not responsible for any results associated with your use of any spreadsheet and/or similar representation, and/or your reliance thereupon; the appropriateness of the calculations performed in connection with your use of any spreadsheet or similar representation; the timeliness of any data populated the any spreadsheet or similar representation, as such data may not reflect true “real time” figures; the accuracy of any data provided by third parties, regardless of whether such data is populated by us or otherwise; and any data input by you. CASH FORECASTING Using the Service’s cash forecasting capabilities, you may obtain estimates, analyses and other information based upon automated cash flow calculations. For these cash flow calculations, you may select relevant factors, such as actual account and user history, historical patterns of check clearing times and seasonality trends. You may use data from cash forecasting to take such steps (e.g. funds transfer) as you designate via certain other services for cash management purposes. You may also use the Service to obtain and implement recommended actions for managing liquidity. With regard to the foregoing, you agree as follows: • You agree and acknowledge that, in connection with the Service’s cash forecasting, we do not provide you with any guaranty or warranty regarding future payments, collections, cash requirements, funds availability or other circumstance, and you agree that you will take such steps as you deem reasonable to assess, verify, test and otherwise evaluate any forecasts or recommended actions provided pursuant to the Service. • In providing you with various options, calculations and recommended actions to assist you with cash forecasting, we do not represent that any such options, calculations and/or recommended actions are advisable, suitable or reliable for your use. You expressly agree and acknowledge that there are inherent risks in utilizing cash forecasting tools and you assume all liability in connection with such utilization. AUTOMATED GENERAL LEDGER INTERFACE You may use the Service to access a capability which allows you to automatically download file(s) from your general ledger. In the event you elect to download general ledger information, you are solely responsible for verifying the accuracy, scope, completeness and timeliness of this information. You agree and acknowledge that neither we nor our service provider(s) undertake to reconcile such general ledger information in any manner or for any purpose, prior to, during or after downloading of this information to the Service. You also agree and acknowledge that our provision of this capability does not create any duty of ours either with regard to discrepancies or unauthorized actions or events or with regard to your responsibilities regarding accurate record keeping. DISCLAIMER We are not responsible for the accuracy, timeliness, scope, reconciliation and/or use of account and other information accessed or utilized in connection with the Service. You agree and acknowledge that all services and features utilized, and all actions taken, by you in connection with the Service are taken in your sole discretion and under your sole responsibility. Without limiting the foregoing, you agree that the foreign exchange rates provided in connection with the Service are indicative only and are not live dealing rates. These indicative rates are provided by us solely as a courtesy. We do not accept any responsibility or liability for the accuracy or completeness of any indicative rates or for any reliance by or any other person on such rates. The indicative rates are derived from sources and models that we believe provide a reasonable approximation of market rates at the time of calculation. Rates based on other models or differing assumptions or for different purposes may be materially different. With respect to your receipt of indicative rates in connection with the Service, you have full responsibility for all valuations of transactions for your own financial and regulatory reporting. Prices or valuations derived from use of indicative rates provided in connection with the Service do not necessarily represent or reflect prices or amounts at which any transaction could or would be entered into at this time or any other time, with us or with any other party. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 21 CONFIDENTIAL ©Bank Of America Corporation In addition, we are not responsible for any data that is lost or destroyed in connection with your use of the Service. Without limiting the foregoing, we will not be responsible for any mechanical hard drive failure or other system failure, or if the Software is disabled (or “locked-up”) as a result of your installation of other computer software on the personal computer, workstation or network on which Software is installed. We strongly recommend that you take the necessary measures to ensure that you perform daily back-ups of your data and the hard drives of the personal computers and/or services used in connection with the Software. DIGITAL DISBURSEMENT SERVICE Through the Digital Disbursement Service, you may request us to initiate disbursement payments to individual recipients using the bank account and bank routing information associated with the mobile telephone number or email address of the recipients, as registered with clearXchange or banks that participate in clearXchange. This section together with the entirety of the General Provisions section of this Booklet, including without limitation the terms related to Security Procedures, forms the agreement between you and us with respect to the Services defined herein. We will process the disbursement payment directly if the recipient’s registered account is held by Bank of America or through one or more electronic payment networks if the recipient’s account is held at a different US-based bank or credit union. If the recipient is not a registered recipient with clearXchange or a bank that participates in clearXchange, we will notify the recipient on your behalf and request that the recipient register with clearXchange or with a bank that participates in clearXchange to receive disbursement payments. You may only access the Digital Disbursement Service through a Bank Approved Channel, and may rely on the applicable User Documentation for further detail.. Before using the Digital Disbursement Service , you will provide us with a written list, in a form acceptable to us, of persons authorized by you to verify the authenticity of Digital Disbursement transactions and Approval/Deletion requests in accordance with the Security Procedure and to perform certain other duties in connection with a Digital Disbursement Service . You shall update such list from time to time as necessary to reflect any changes in authorized persons. Registration of Recipients. The Digital Disbursement Service can only complete a payment to a Recipient if the Recipient registers with clearXchange or a bank that participates in clearXchange and provides the bank deposit account and routing information to be associated with his/her Alias Based Identifier. If you send us a Payment Transaction Request for a Recipient that is not a Registered Recipient, we, acting on your behalf, will send the Recipient a message to the Recipient’s Alias Based Identifier requesting that the Recipient register his/her payment credentials for receipt of payments sent through the Digital Disbursement Service . We will not be able to complete processing of a Payment Transaction until the Recipient completes registration and qualifies as a Registered Recipient. You authorize us to send one or more messages to a Recipient’s email address and/or mobile phone number informing the Recipient that a payment transaction is pending and that the Recipient needs to register in order to receive the payment. If the Recipient fails to register within fourteen (14) calendar days, or such other time frame that we may establish in our sole discretion from time to time, the Payment Transaction Request will be cancelled. You represent that you have all requisite authority under applicable law to authorize us to contact the Recipient in this manner and for this purpose. Initiating a Digital Disbursement Payment. To initiate a Digital Disbursement payment through the Digital Disbursement Service , you shall provide a Payment Transaction Request to us through a Bank Approved Channel in the required format and containing the required data elements as established under the User Documentation and the Materials. For each Payment Transaction Request, you shall include, without limitation: (i) the dollar amount of the disbursement payment, (ii) the Alias Based Identifier for the Recipient, (iii) the Process Date, and other required fields as established in the User Documentation and the materials. You represent and warrant that all information in a Payment Transaction Request, including the Alias Based Identifier of the Recipient, is accurate, correct and complete. We will use commercially reasonable efforts to initiate the Payment Transaction on the Process Date. We make no representation or warranty to you that a Payment Transaction will be received by the Recipient or credited to the Recipient’s bank account on the Process Date or any other date. Payments may be delayed if the Recipient has not registered as a Registered Recipient. We shall have no liability to you in the event that you incur financial liability to a Recipient or other person arising from a delayed, undelivered, or late payment. Processing and Payment of Digital Disbursements. You hereby authorize us to debit your designated Settlement Account for the amount of each Payment Transaction Request and remit funds in accordance with your Payment Transaction Request through the ACH network, book transfer, or other electronic funds network, as determined by us or clearXchange. We may debit your Settlement Account by direct posting/book transfer for payment for your Payment Transaction Requests. You are responsible for maintaining collected and available funds in the Settlement Account in an amount sufficient to pay for all AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 22 CONFIDENTIAL ©Bank Of America Corporation debits to fund the Payment Transaction Requests. Debits to the Settlement Account can occur on or after the Process Date that you submit to the Bank. We are not obligated to process any Payment Transaction Requests, even if we have done so in the past, without having first been paid by you, but, if we do, the amount is immediately due and payable without notice or demand. We may post these debits to your Settlement Account even if the debits cause your Account to have a negative intraday balance or to be in an overdraft position. After the Process Date and prior to settlement of the funds to the Recipient, funds deducted from your Settlement Account may be held in an omnibus account or general liability account at the Bank. You acknowledge and agree that you have no ownership interest or right to the funds in this bank account, or to any compensation (including but not limited to interest or earnings credit) for funds held in such account. This bank account arrangement does not create a trust or other fiduciary obligations on the part of us to you. Our Reliance on Alias Based Identifiers and Related Bank Account Information. You acknowledge that we, clearXchange and other processing banks will process the Payment Transaction to the Recipient based on the bank deposit account and routing information that is associated with the Alias Based Identifier that you include in the Payment Transaction Request. We shall have no responsibility to you or any other person, and we make no warranty or representation to you, that the bank deposit account associated with the Alias Based Identifier of the Recipient is in fact a bank account owned by or controlled by the Recipient. We have no responsibility for the accuracy of the bank account information associated with a Recipient’s Alias Based Identifier. If you sent us an erroneous transaction and complete an unintended payment, you may submit a claim request and we will make a reasonable effort to act on your request. We will not be liable to you if such claim request is not effected. You agree to indemnify us in connection with any such claim request and/or reversal. Returned Transactions. A Payment Transaction may be returned or rejected for various reasons such as, but not limited to, (i) the Recipient’s bank account information associated with the Alias Based Identifier is expired or invalid, (ii) the Payment Transaction is rejected or returned by the Recipient, his/her financial institution or a payment network, or (iii) the Recipient has failed to register as a Registered Recipient. We will use commercially reasonable efforts to provide you with notice of a returned/rejected Payment Transaction. You agree that we shall not have any liability for any returned/rejected Payment Transaction or any resulting loss or damage that you may incur. Returned/rejected Payment Transactions will be credited to your Settlement Account. Payment Cancellation Requests. You may request that we attempt to cancel a Payment Transaction that is pending (unknown Recipient), pending acceptance by the Recipient, or future dated for which we have not yet begun processing. We are not obligated to act on such a cancellation request. You may only request the cancellation of a Payment Transaction through a Bank Approved Channel. We will credit back to the Settlement Account any debits previously made to fund a successfully cancelled Payment Transaction. Transaction Limits. We may, in our sole discretion, impose limits on the amount of funds sent through the Digital Disbursement Service , on a per-transaction or a cumulative basis, and change those limits at any time without prior notice to you. We may also, in our sole discretion, impose frequency limits on the number of transactions to an individual Recipient or to all Recipients in the aggregate, as well as daily or monthly limits as we deem appropriate. Permissible Customers and Payments. You represent and warrant to us that all Recipient bank accounts are domiciled in the United States. You may not submit a Payment Transaction Request that would require the processing of an international ACH transaction (IAT) or any other type of cross border payment. You shall comply with all applicable state and federal laws when making a Payment Transaction Request and using the Digital Disbursement Service . The Digital Disbursement Service is designed for your own proprietary payments only. You are prohibited from using the Digital Disbursement Service to make payments on behalf of a customer or other third party or any other unlawful payment. In no event shall we be liable for any claims for damages resulting from your requesting, or our processing, of these types of impermissible disbursement payments. Payment Review. In our discretion, we may place a hold on a Payment Transaction Request for as long as reasonably required to conduct an appropriate inquiry regarding you, the Recipient, the requested disbursement payment and other relevant circumstances and factors. In addition, we reserve the right in our sole discretion to suspend or cancel any Payment Transaction if your Settlement Account or your use of the Digital Disbursement Service is not in good standing, as determined by us in our sole discretion. Compliance with Service Documentation. You are responsible for ensuring that your use of the Digital Disbursement Service and each Payment Transaction Request conforms in form and substance to the requirements, including cutoff times on a Business Day, described in the applicable User Documentation and the Materials for the Digital Disbursement Service . AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 23 CONFIDENTIAL ©Bank Of America Corporation RECIPIENT AUTHORIZATION FOR PAYMENT You shall only initiate a Payment Transaction Request to a Recipient using a mobile phone number if that recipient has expressly consented to you to receive text messages from you and us relating to the disbursement payment. You may document these consents in writing or by a recorded oral conversation. You also are responsible for obtaining any other consent from your customers, as required by your privacy policy or applicable law, for the sharing of customer information with us as necessary to make the disbursement payment to the Recipient. Upon our request, you will share documentation evidencing these consents with us. CONFIDENTIALITY AND SECURITY OF DATA IN PAYMENT TRANSACTION MEMO FIELD You shall not enter any confidential or proprietary information into the payment transaction memo field of your Payment Transaction Request (including full bank account numbers or social security number) as information from this field will be displayed in the Digital Disbursement Service email/text message communications to recipients and other persons. This payment transaction memo field information will not be encrypted within the Digital Disbursement Service or in various communications sent to recipient and other persons in connection with the Digital Disbursement Service , and this information may be subject to inadvertent disclosure. You bear sole responsibility for compliance with any federal or state laws relating to information security or privacy with respect to information you place in the memo field. ELECTRONIC BILL PAYMENT CONSOLIDATION Our Electronic Bill Payment Consolidation Services consolidate, reformat and deliver remittance information and other data related to payments received from Bill Payment Service Providers for credit to your account. Detailed information regarding the Services is available in the applicable User Documentation. You agree that you will authorize Bill Payment Service Providers to deliver payments, remittance information and other related data to us for us to provide these Services to you. We will credit payments received from Bill Payment Service Providers to your account. If you elect to receive Reversals, we will debit your account for the amount of the Reversal and send such funds to the Bill Payment Service Provider. You may also elect to have information of another company/organization reported through these Services. If you do so, you agree that you and the other company/organization will authorize the Bill Payment Service Providers to deliver payments, remittance information and other related data to us for us to provide these Services to you. Remittance information and other data related to payments will be delivered to you in a mutually acceptable form and manner. If you are unable to post any payments to your customers’ accounts, you must promptly return such payments to us. You shall pay us immediately for the amount of any returned payments which we previously credited to your account. ELECTRONIC DATA INTERCHANGE (EDI) Our EDI Services allow you to disburse funds and/or deliver payment-related information to your receivers, electronically or by paper, by sending payment requests or payment-related information to us as described in the applicable User Documentation. These Services also allow you to access payments-related and remittance-related information in mutually acceptable formats received from your receivers and, where available, to match specified receivables and payables against payments. This section together with the entirety of the General Provisions section of this Booklet, including without limitation the terms related to Security Procedures, forms the agreement between you and us with respect to the Services defined herein. For the web-based remittance advice delivery service, you are responsible for enrollment of your receivers on the service. During enrollment you will review and verify the accuracy of all enrollment information provided by your receivers on the specified Website. Upon completion of enrollment, you authorize us to deliver the confidential passwords and identifiers to your enrolled receiver to access the specified Website. Your receiver must keep such passwords and identifiers confidential. We will be fully protected in relying on the correct user identification codes and passwords. SENDING PAYMENTS AND RELATED INFORMATION When you wish to pay your receivers, you transmit a data file to us, containing instructions for your payments, in the format and by the cutoff times specified in the applicable User Documentation. When we receive a file from you under an EDI Service, we perform certain edits on the data, translate it into the appropriate format and/or medium and send the data to the AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 24 CONFIDENTIAL ©Bank Of America Corporation payment system specified by you, except that we may use any means of transmission, funds transfer system, clearing house or intermediary bank we reasonably select. On the specified dates, we issue your payments in the required formats. You control the content of any payment-related information you send to us and are solely responsible for the accuracy of such information. You are solely responsible for secure storage of all data relating to such information so that it can be made available to individual receivers upon request. You should reference the User Documentation for the applicable payment service to determine specific requirements for the duration of time required for data storage. For the web-based remittance advice delivery service, we act as an intermediary to make data and information available to or from you or your enrolled receivers reasonably promptly after receipt of such information. We make the information available to your enrolled receivers on the specified Website within one Business Day of receipt. The information will be available on the specified Website for the time periods specified in the applicable User Documentation. We will not alter the content of any information that we receive from you or the receivers. We are not responsible for the accuracy of any of the information that we receive. Payment requests originated via the EDI Services will be subject to the terms and conditions for the underlying payment services (Check Issuance and Document Printing, ACH and/or Wire Transfer and International Electronic Funds Transfer) as described in their respective sections of this Booklet. RECEIVING REMITTANCE INFORMATION Remittance information can be delivered to you in a mutually acceptable form and manner and will be covered under the Information Reporting section of this Booklet. ELECTRONIC FOREIGN EXCHANGE Our Electronic Foreign Exchange Services allow you to initiate FX Requests over the internet or by telephone. By accessing our Website, you can request that we provide an FX Transaction quotation, and by accepting our quotation you can electronically enter into FX Transactions, all in accordance with the instructions provided in the applicable User Documentation. This section together with the entirety of the General Provisions section of this Booklet, including without limitation the terms related to Security Procedures, forms the agreement between you and us with respect to the Services defined herein. AUTHORIZED PERSONS Before using an Electronic Foreign Exchange Service, you give us, by completing the applicable application, a written list of the persons authorized by you, including the security administrators, to perform certain duties in connection with the Electronic Foreign Exchange Service. EFFECTIVENESS OF FX TRANSACTIONS You deliver FX Requests to us through the Service and we send you a quotation that you can accept electronically. You must follow all system instructions, procedures and warnings delivered to you on the Website provided for the Service. Once we receive your acceptance of our quote, we send you our deal acknowledgment in accordance with the applicable User Documentation, and the FX Transaction will be binding and effective. The FX Transaction is not completed until we send this acknowledgment. You are responsible for contacting us outside the Service if you have not received our electronic acknowledgment within the time specified in the applicable User Documentation (or in the absence of such specification within a reasonable time). We will book FX Transactions at our New York office. Notwithstanding anything to the contrary in this Booklet, we reserve the right to withdraw the Service or terminate your access to the Service at any time without notice. ACCOUNT DEBITS You must have Collected and Available Funds in your account which, when added to funds which may be made available under a line of credit, are sufficient to cover your FX Requests. You may initiate an FX Request only if the offsetting debit to your account, including the available line of credit, will not cause you to exceed the account balance according to your records. If your records and ours disagree regarding the account balance, our records will control for purposes of our processing the FX Request. Unless you have available funds under a line of credit with us, you are obligated to pay us the amount of any FX Request once we receive your FX Request. We will debit the account you specify for the amount of your payment before we process AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 25 CONFIDENTIAL ©Bank Of America Corporation your FX Request. If, for any Business Day, we receive more than one FX Request and/or other items payable from your account, we may debit your account for such FX Requests and items in any sequence we determine in our sole discretion. If you have available funds under a line of credit with us, we will debit your specified account for the amount of your payment on the settlement date of the FX Transaction. Prior to the settlement date, you can request a change to the specified settlement account for the FX Transaction by using the Website for the Service. We will not be obligated to implement such a change, and the change will not be effective until we have had a reasonable opportunity to review and act upon your request. REJECTION OF FX REQUESTS We may reject any FX Request which does not comply with the requirements of this Booklet or the applicable User Documentation, including any processing limits described in such User Documentation, or which we have been unable to verify through use of the Security Procedure. We also may reject any FX Request which exceeds the Collected and Available Funds (including funds made available under a line of credit) on deposit with us in the applicable account. Notice of rejection is given to you by telephone, by electronic means, by facsimile or, in event such notice cannot be given by any of those means, by mail. Notices of rejection will be effective when given. CONFIRMATIONS AND SETTLEMENTS You agree that FX Transactions effected through the Service are automatically confirmed and do not require any further confirmation. Foreign exchange transactions effected by a method other than the Service may also be confirmed on the Website for the Service in accordance with the User Documentation. Your electronic confirmation of each such foreign exchange transaction shall have the same effect as if you had received a written confirmation from us and had reviewed, manually signed and returned the signed confirmation to us. INTERRUPTION OF COMMUNICATIONS In the event of a service interruption involving the Service, you may effect FX Transactions, confirm FX Transactions, and specify settlement instructions by contacting one of our trading rooms or operations centers by telephone as designated in the applicable User Documentation. ELECTRONIC STOP PAYMENT Our Electronic Stop Payment Services allow you to electronically place or cancel a Stop Payment Request. This is in addition to your ability to make stop payment requests in person, by telephone or in writing as described in your Account Agreement. A Stop Payment Request will not be effective until we review our records for the time period specified in the applicable User Documentation, determine that the check has not been paid during that period and respond to you with an online status of your request of “accepted” (rather than “rejected” or “pending”). A Stop Payment Request terminates at the end of the period designated in the applicable User Documentation, unless the Stop Payment Request is renewed or canceled earlier. A Stop Payment Request is canceled automatically when the account on which the check is drawn is closed or transferred. REQUESTING STOP PAYMENTS You will include in each Stop Payment Request the Magnetic Ink Character Recognition (MICR) serial number and exact amount (dollars and cents) of the check for which payment is being stopped and the account number on which the check is drawn. You understand and agree that we can only stop a check that shows exactly the same MICR serial number and amount as that included in the related Stop Payment Request since our computer system identifies a check on the basis of the MICR serial number and the exact amount of the check. You will review your account statements prior to transmitting any Stop Payment Request. You will not transmit any Stop Payment Request relating to a check that has been shown to be paid on such statements. If a check does not appear as paid on a statement with the correct check serial number due to defective or damaged MICR information on the check, we are not liable for processing the check. In some cases, we may pay a check even if a Stop Payment Request is in effect. For example, if one of our branches (or banking centers) or affiliates becomes a “holder in due course” of the check that you asked us to stop, we may still pay the check. The procedures for placing and acknowledging Stop Payment Requests are described in the applicable User Documentation. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 26 CONFIDENTIAL ©Bank Of America Corporation IMAGE SERVICES Our Image Services will make available to you digital images of checks, drafts, deposited items, returned items, notices of debit adjustments (with respect to this section, “debits”) and/or notices of credit adjustments and deposit slips (with respect to this section “credits”) with respect to specified accounts established with us. (Such Services do not include Image Lockbox Services, which are provided in connection with our Lockbox Services.) Digital images will be made available to you at such times as may be set forth in the applicable User Documentation or as otherwise established by us. Images may be made available to you by Website, file transmission or by CD-ROM/DVDs. Images available via Website include checks, drafts, deposited items, returned items, debits and credits. Images available via file transmission include checks, drafts, deposited items, returned items, debits and credits. Digital images made available via CD-ROM/DVDs, which may be accessed through the use of CD-ROM/DVD software that we provide to you, include checks, drafts, deposited items, debits and, credits. If you elect to receive Account Reconcilement reports and/or Demand Deposit Account (DDA) statements on a CD-ROM/DVD, images of such reports and/or statements will also be made available to you by CD-ROM/DVD or image transmission. If an image of a check or draft is missing or is illegible, we will provide you with a copy upon your request. Your request must include the account number, the check serial number, the exact amount (dollars and cents) of the payment and the date the payment was made. We may assess a fee for copies provided to you. We will not be liable for failure to provide copies by a given time or for failure to provide copies we are not reasonably able to provide. Notwithstanding the Limitation of Liabilities section of this Booklet, we will not be liable for damages arising under any Image Service in excess of the amount of the check, draft or miscellaneous debit giving rise to your claim. Any such claim must include the account number, the check serial number, the exact amount (dollars and cents) of the payment, the date the payment was made, the name of the payee, a detailed explanation of how the claimed loss occurred and the name, address and phone number of the payee. Notwithstanding the Suspension and Termination section of this Booklet, in the case of an Image Service using CD- ROM/DVDs, termination of such service upon 30 days notice may not be effective earlier than the first day of the statement period immediately following the statement period during which such notice is given. INFORMATION REPORTING Our Information Reporting Services make certain account, transaction and related information available to help you control and manage your accounts. This may include information generated from other Services you use. You may have information reported directly to you or, with certain of our Information Reporting Services, reported at your direction to another financial institution or other entity. Information reported on a current day basis is subject to updating and, therefore, at any point in time may not reflect the information on our records at such time. In addition, such information may be subject to adjustment upon final posting. Detailed information regarding an Information Reporting Service is available in the applicable User Documentation. ACCOUNTS OF OTHER COMPANIES/ORGANIZATIONS You may elect to have accounts of another company/organization reported to you with any of our Information Reporting Services. You agree that, for each such account, the company/organization will provide us with its written authorization, in a form acceptable to us, for us to make its account information available to you. However, you do not need to provide us such written authorization if the other company/organization is a U.S. Subsidiary and its accounts are domiciled in the United States of America. In that case, you represent and warrant that such other company/organization is a U.S. Subsidiary and that it has authorized us to make its account information available to you. ACCOUNTS AT OTHER BANKS You may also elect to have your accounts, or accounts of another company/organization, that are maintained at another financial institution reported through certain of our Information Reporting Services. If you do so, you agree that you and the other company/organization will authorize such other financial institution to make the reporting information available to us and to take all other actions necessary for us to provide Information Reporting Services to you. We shall not be responsible for the accuracy or timeliness of any information provided to us by any such financial institution. THIRD-PARTY INFORMATION AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 27 CONFIDENTIAL ©Bank Of America Corporation If you gain, through your use of one or more Services, access to any information relating to any person other than us, you or any of your Subsidiaries which have authorized your receipt of such information, you agree that you will treat such third- party information as strictly confidential and you shall not disclose it to any person outside your company or to any persons within your company except those who have a need to know. Further, you shall ensure that adequate measures have been taken to prevent the unauthorized use of any such third-party information. You agree that you will not use any such third- party information for your own purposes other than in a communication to us relating to the Service. LOCKBOX Our Lockbox Services involve the processing of checks and other payment instruments, such as drafts, that are received at a Lockbox Address or by special arrangement with us, excluding without limitation the processing of cash, stock certificates and tangible valuables. With a Lockbox Service, you instruct your customers to mail checks and other payment instruments you want to have processed under a Service to the Lockbox Address. We are not liable to you for losses you suffer if anything other than checks or other payment instruments are sent to the Lockbox Address. We and/or our agents will have unrestricted and exclusive access to the mail (which may be accessed in image form) sent to the Lockbox Address. If we receive any mail containing your lockbox number at our lockbox operations location (instead of the Lockbox Address), we may handle the mail and reserve the right to deposit the items as if they had been received at the Lockbox Address. PROCESSING We will handle checks received at the Lockbox Address according to the applicable Account Agreement, applicable User Documentation and our availability schedule, as if the checks were delivered by you to us for deposit to your designated account, except as modified by this Booklet. For image lockbox, all envelopes will be opened and scanned once received at our lockbox processing site. Images will then be used to identify your lockbox address and to process each transaction for deposit using your predetermined lockbox processing instructions. For paper lockbox, we will open the envelopes picked up from the Lockbox Address and remove the contents. Checks and other documents contained in the envelopes will be inspected and handled in the manner specified in the set-up documents for the applicable Lockbox Address. We capture and report information related to the lockbox processing, where available, if you have specified this option in the set-up documents. As appropriate, we will endorse all checks we process on your behalf and deposit them in the account you designate for the applicable Service. If we process an unsigned check as instructed in the set-up documents, and the check is paid, but the account owner does not authorize payment, you agree to indemnify us, the drawee bank (which may include us) and any intervening collecting bank for any liability or expense incurred by us or such other bank due to the payment and collection of the check. If this option is available and if you instruct us not to process a check bearing a handwritten or typed notation “Payment in Full” or words of similar import on the face of the check, you understand that we have adopted procedures designed to detect checks bearing such notations; however, we will not be liable to you for losses you suffer if we fail to detect checks bearing such notations. Unless we agree otherwise, each Business Day we will prepare and send remittance materials (images via internet, electronic file and/or paper packages) relating to the Lockbox Address to you at the address you specify for that Lockbox Address. For the wholesale Lockbox Service, the return of paper documents may include, but is not limited to, any checks (which checks may be in the form of Image Replacement Documents) not processed in accordance with the set-up documents along with requested remittance materials in the form of copies, versus the originals. If you subscribe to the Image Lockbox Service, unless we agree otherwise, we will retain images of processed lockbox checks, remittance documents and correspondence as well as original remittance documents for an archive period as we communicate to you from time to time. The images will be sent to you via an encrypted CD-ROM or other encrypted medium as specified in the User Documentation. Upon receipt, you must promptly notify us if such CD-ROM contains a media defect or is unreadable in its entirety. Subject to the terms herein regarding the retention of lockbox images, we will use reasonable efforts to replace the CD-ROM, which shall be our sole obligation and your sole remedy with respect to defects in the CD-ROM. If you elect to not receive an encrypted CD-ROM of the lockbox images, we will have no obligation to provide copies of such items, other than a copy of the check image. ACCEPTABLE PAYEES AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 28 CONFIDENTIAL ©Bank Of America Corporation For the Lockbox Address, you will provide to us the names of Acceptable Payees in writing. We will process a check only if it is made payable to an Acceptable Payee and if the check is otherwise processable. In some jurisdictions outside the United States, an Acceptable Payee is limited to you and limited variations of your name. In all other jurisdictions, including the United States, you warrant that each Acceptable Payee is either you or your affiliate. If an Acceptable Payee is your affiliate, then you also warrant that such Acceptable Payee has authorized checks payable to it to be credited to the account you designate for a Lockbox Service. We may require written authorization from any such Acceptable Payee. We may treat as an Acceptable Payee any variation of any Acceptable Payee’s name that we deem to be reasonable. NOTIFICATION SERVICE Our Notification Services, where available, allow you to receive certain types of Notices. The types of Notices relating to a particular Service are further described in the User Documentation. You agree Notices are in addition to and not a replacement of or substitution for the Services received by you under this Booklet or any other agreement between you and us. As set forth in the User Documentation, your system administrator(s) shall instruct us with respect to your use of the Notification Services. You acknowledge and agree that Notices are provided as a convenience and as such you (a) acknowledge and agree that you may not rely on the receipt or expected receipt of a Notice, or the contents (or lack thereof) of any Notice, to relieve you of any of your obligations or duties under the terms of this Booklet or otherwise, and (b) must continue to use the Services in compliance with the applicable terms of this Booklet or such other agreement between you and us. Notwithstanding any terms to the contrary, you agree that we shall not be liable in any case: (i) for any failure to provide, or any delay in providing, any Notice, (ii) if any Notice is intercepted or received by an unauthorized person or entity, and (iii) if any Notice is inaccurate or incorrect in any way. PAYMENT PROCESSING SERVICE When you enroll to use the Payment Processing Services, you will choose to enroll as a Disburser. With our Payment Service, if you are a Disburser you may request us to originate on your behalf payments to Collectors. The capitalized ACH terms appearing in italics below are defined in the NACHA Rules. This section together with the entirety of the General Provisions section of this Booklet, including without limitation the terms related to Security Procedures, forms the agreement between you and us with respect to the Services defined herein. YOUR RESPONSIBILITIES If you are a Disburser: • You must create and transmit to us or our third party processor a Transaction Request for each Entry you want us to originate on your behalf. You must make certain that each Transaction Request conforms in form and substance to the requirements, including cutoff times on a Business Day, described in the applicable User Documentation. • You must retransmit any Transaction Request or other message initially transmitted to us or our third party processor through the Payment Service if you have not received an acknowledgment message from us or our third party processor within the time period specified in the applicable User Documentation. • You authorize us or our third party processor to originate credits and debits to your Transaction Account through the ACH network in accordance with this Booklet and the NACHA Rules. • You must comply with the NACHA Rules for all Transaction Requests and Entries, whether or not a Transaction Request or Entry is sent through the ACH network. We act as the Originator, on your behalf, and Originating Depository Financial Institution (ODFI) with respect to Entries. You will deliver Transaction Requests to us as provided in the User Documentation and the NACHA Rules. The NACHA Rules govern if they conflict with this Booklet or User Documentation, except that the file specification requirements in the User Documentation govern if they conflict with the NACHA Rules. • Before using the Payment Service, you must give us a written list, in a form acceptable to us, of the persons authorized by you to verify the authenticity of Transaction Requests, Entries and Reversal/Deletion Requests in accordance with the Security Procedure and to perform certain other duties in connection with such Service. • You must pay us with Collected and Available Funds for all Transaction Requests and credit Entries before the settlement date. If you pay us using one of our Wire Transfer Services, the terms and conditions of the Wire Transfers AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 29 CONFIDENTIAL ©Bank Of America Corporation and International Electronic Funds Transfers section of this Booklet will apply. If you pay us using one of our Automated Clearing House (ACH) Services, the terms and conditions of the Automated Clearing House (ACH) section of this Booklet will apply. When you enroll to use the Payment Processing Services, you will become a member of the Network. If you are a Disburser you must comply with the Network operating rules. The operating rules are available for your review at https://secure.paymode.com/policies/operatingrules.htm. OUR RESPONSIBILITIES If you are a Disburser: • We will send Entries on your behalf and in accordance with your Transaction Request through the ACH system or processed directly to Transaction Accounts with us, all in accordance with the User Documentation. We may send Entries to any ACH processor selected by us or directly to another bank. • We will send an Entry to the ACH processor for settlement on the date you select in the applicable set-up documentation, if we receive the Transaction Request by the applicable processing deadlines specified in the User Documentation for the Payment Service and, unless we agree in writing otherwise, we have received Collected and Available Funds from you for the Entry. We may treat Transaction Requests we receive from you for processing after a deadline as if received on the next Business Day. Transaction Requests will be deemed received by us when we receive the complete file at the location specified in the User Documentation. • We will debit your Transaction Account for the amount of the Transaction Request. • We will make available to your Collectors any remittance information received from you, as set forth below. • We will give you secure access to the status and history of payments made by you through use of the Payment Service. • At your request, we will contact those entities you identify to discuss with them enrolling as Collectors, as described in the User Documentation. PROVISIONAL PAYMENTS You agree to comply with the NACHA Rules for all Transaction Requests and Entries. You agree to be bound by the provision of the NACHA Rules providing that payment of a credit Entry by the Receiving Depository Financial Institution (RDFI) to the Receiver is provisional until the RDFI receives final settlement for the Entry. If final settlement is not received, the RDFI is entitled to a refund from the Receiver of the amount credited. This means that the Receiver will not have been paid. Our payment of any debit Entry, returned credit Entry or credit Reversal is provisional until we receive final settlement for the Entry or Reversal. If final settlement is not received, we are entitled to a refund and we may charge your Transaction Account for the amount previously credited. We may delay the availability of any amount credited for a debit Entry or credit Reversal if we believe that there may not be sufficient funds in your Transaction Account to cover any chargeback or return of the Entry or Reversal. POSITIVE PAY Our Positive Pay Services allow you to identify exception items, to request photocopies and/or electronic images of exception items and to instruct us whether to pay or return those items. The options and features available for our Positive Pay Services are described in the applicable User Documentation. In many locations, if you send us an issue file, your information may be made available at the teller line. This is called “Teller Positive Pay,” which helps identify fraudulent checks that are presented for payment or deposit at many of our banking centers. Where available, you also have the option to include payee names with the information available at the teller line. This service is called “Payee Positive Pay.” With Teller Positive Pay, or Payee Positive Pay, where available, the decision whether to pay such an item may be made by us at the teller line. Where available, you can also identify ACH Entries as exception items. Please refer to the terms and conditions specified in the ACH Positive Pay section of this Booklet. On each Business Day, we provide you a report of checks presented to us for payment on the prior Business Day and which we have identified as exceptions based on information you have provided to us and as more fully described in the applicable User Documentation. Exceptions are determined by comparing checks presented to us (either by other depository institutions or, where applicable, for cashing at one of our banking centers) with lists of checks issued or canceled by you which you AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 30 CONFIDENTIAL ©Bank Of America Corporation transmit electronically to us each Business Day by the time specified in the applicable User Documentation. Alternatively, where available, you may choose an option under which we report all checks presented for payment, in which case we will treat all such checks as exception items. On the same day we report exception items to you, you must notify us, by the deadline specified in the applicable User Documentation, which checks you want us to pay or which to dishonor and return. If you fail to notify us by the deadline, we will handle the exception items in accordance with the prescribed default procedure (which you may choose where the choice is available). Where required, you will indicate which checks you want us to return, having been deemed by you to be fraudulent. Our deadlines, default procedures and procedures for acknowledging pay and return requests are described in the applicable User Documentation. In order to assist you in making your decision whether we should pay or return exception items, you may request a copy of any exception item. AUTHORIZED PERSONS Before using a Positive Pay Service, you give us a written list, in a form acceptable to us, of the persons authorized by you to perform certain duties in connection with such Service. ONLINE OPTION You may access the daily reports of exception items via one of our Websites. Using that system, you must then notify us by the appropriate deadlines which exception items to pay or which to return. Notwithstanding any courtesy alerts we may provide to you regarding reports of exception items, you are responsible for checking the applicable Website for daily reports of exception items and notifying us by the appropriate deadlines which exception items to pay or which to return. You may request photocopies of exception items, which we will fax to you, as more fully described in the applicable User Documentation. Where available, you may arrange to receive and display electronic images of exception items. MANUAL OPTION Where available, we will provide you a report of exception items. You must then notify us by the appropriate deadlines which items to pay or which to return. ACKNOWLEDGMENTS You authorize us to return checks or to pay checks in accordance with your instructions and the default procedure in the applicable User Documentation. We will have no liability for payment of a check which is unauthorized or fraudulent if (i) the check is included in a report of exception items, (ii) you have not selected a return default for exception items and (iii) you do not give us timely instructions to return the check. You acknowledge that our Positive Pay Services do not preclude our standard check processing procedures, which may cause a check to be dishonored even if your instructions or the default procedure do not otherwise require us to return such check. You acknowledge that, if you have our Teller Positive Pay Service, the decision whether to pay or not pay an item may be made by us at a banking center. If you decline to use the Teller Positive Pay Service offered by us, or fail to meet the applicable issue file deadlines in the User Documentation, you also acknowledge that, as between you and us, you will bear the full loss on checks which are drawn on your accounts with us and paid or deposited by us in good faith if the checks are counterfeits or bear unauthorized alterations to the amounts or unauthorized maker signatures, even if such checks would otherwise be exception items. You acknowledge that our Positive Pay Services are intended to be used to identify and return checks which you suspect in good faith are fraudulent. They are not intended to be used as a substitute for stop payment orders on checks which are not suspected in good faith to be fraudulent. If we suspect or deem, in our sole discretion, that you are using these Services contrary to those intentions, we may require you to provide evidence that checks we return pursuant to your instructions or the return default, if applicable, were in fact fraudulent. In addition, we may hold you liable for losses we sustain on checks which we are requested to return under these Services and which you do not reasonably establish as fraudulent checks. We will use reasonable efforts under the circumstances to respond promptly to proper requests for copies of exception items if image items are unavailable, but you acknowledge that our failure to provide copies does not extend the deadlines by which you must notify us of your pay/no-pay decisions. You acknowledge that you must fulfill your responsibilities in connection with a Positive Pay Service on each Business Day. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 31 CONFIDENTIAL ©Bank Of America Corporation In the event we are required to utilize our business continuity procedures, we will, if feasible, apply the default procedure in the applicable User Documentation. In some cases, we may attempt to contact you. RECEIVABLES MATCHING The Receivables Matching Service (the “Service”) consolidates and formats receivables information, facilitates your reconcilement of this receivables information with payments received from your payers for credit to your deposit account with us, and provides outputs of electronic data reports regarding your receivables and related payments. The term “receivables information” shall refer to information regarding your outstanding or paid receivables, invoices, remittance data, payment advices or other related data for which you are to receive payment. Receivables information can be delivered to us by you and your payers through a number of channels, including our Website, by email to a designated email address for the Service, by lockbox, and by other channels described in the User Documentation. The Service will provide you with receivables and payment data in the formats and manner described in the User Documentation, including identification of each incoming payment that matches or relates to previously submitted receivable. The Service also permits you to access through the Website or other mutually agreed online access channels in order to view information concerning receipt matching which may include payment-related, receivables-related and/or open receivables information delivered to us. Detailed information regarding the Service is available in the applicable User Documentation. YOUR RESPONSIBILITIES Before you submit to us your first request to use the Service, you are required to designate one or more accounts with us as the collection account(s) under the Service (each an “Account”). You agree and acknowledge that you will authorize and instruct your payers to deliver receivables information to us in the formats and manner established by us in the User Documentation or otherwise. It is your sole responsibility to request each of your relevant payers to provide the receivables information that you may require and/or that is necessary for the functioning of the Service. We have no knowledge or control over the process of the delivery of such receivables information. We have no obligation (i) to confirm or verify the accuracy, completeness, authenticity or validity of the receivables information received from you or your payers, and (ii) we have no obligation to confirm or to verify the identity of the sender of receivables information or a related payment. You also may submit to the Service monthly account statements and other data regarding your accounts that are maintained at another financial institution. If you do so, you are responsible for providing such information or for authorizing such financial institution to submit information to us and to take all other actions necessary for us to provide these Services to you. We shall not be responsible for the accuracy or timeliness of any information provided to us by any such financial institution. You hereby authorize us to extract data in various formats from the receivables information received from you or the payers, and to translate the data into the appropriate formats for use within the Service. The Service will seek to use the extracted data to match receivables information against the payments credited to your Account. This matching will be done according to the rules and standards as set forth in the applicable User Documentation, rules or standards requested by you within the Service and approved us, or as otherwise established by us for the Service from time to time. We may establish requirements regarding the channel and format for the sending of receivables information to us, including permissible email channels. We reserve the right to reject and/or not process any receivables information that is sent to us that is not compliant with the formats, standards or other requirements set forth in the User Documentation. You agree and acknowledge that the receivables information and payment information to be available for matching on a current business day is subject to certain cut-off times and delays in updating and, therefore, at any point in time the information reported in the Service may not reflect all information within our systems, operations, or records at such time. You may access the extracted data from the receivables information and the matched payments using one of our Websites. You are responsible for taking actions to manage and review the payments and receivables information matching. We are not responsible for any damages as a result of any error made due to the actions taken by you through the use of Service or the Website. The Service makes available to you certain information regarding your accounts, receivables transaction(s) and related information in order to assist you in managing your reconciliation of incoming funds against outstanding receivables AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 32 CONFIDENTIAL ©Bank Of America Corporation information. You acknowledge that such reporting is not intended to be used as substitute for your review of your bank statement of your Accounts and your obligations herein and/or deposit account agreement to alert us of any errors or discrepancies on your Accounts. SERVICE INSTRUCTIONS; SINGLE ADMINISTRATOR INDEMNIFICATION You authorize us to act on any instruction regarding the Service that is provided to us by one of your Users or that is provided by any other person where the instruction is communicated in a session verified with a user name and password issued to one of your User(s). You acknowledge and agree that by using the Service one of your Users may submit an instruction for the Service, and we will act on such instruction, without a review, confirmation or approval by a second (different) User. You acknowledge that the Service does not offer you an option of dual administration or dual user authorization with respect to all Service related instructions sent to us. You are requesting access to and use of the Service notwithstanding the lack of dual administration and dual user requirements, and we agree to permit such access and use of the Service in this manner in consideration of the following agreements: a) You agree that we shall have no responsibility or liability for any use or misuse of the Service, or of services, accounts, or information accessed via the Service, directly or indirectly, that would not have occurred had the Service offered dual administration and dual user requirements. For the avoidance of doubt, you hereby waive any and all claims you may have against us in connection with any loss, theft, misappropriation, cost, expense, damage or liability you may suffer or incur as a result, directly or indirectly, of the lack of dual administration and dual user authorization for your access to the Service. b) You agree to indemnify us against and hold us harmless from and defend us against any and all liabilities, claims, costs, expenses and damages of any nature (including legal expenses) arising out of or relating to disputes or legal actions by parties other than you and us, in connection with any use or misuse of the Service, or of services, accounts, or information accessed via the Service, directly or indirectly, in the absence of dual administration and dual user authorization for your access to the Service. This indemnity shall survive any termination of the Service. RECEIVABLES AND PAYMENT INFORMATION DOWNLOADED BY YOU You may use the Service to download electronic data file(s) of receivables and payments information. In the event you elect to download receivables and payments information, you are responsible for your use of the data in your accounts receivable, accounting or other internal system. You agree and acknowledge that our provision of this download capability does not create any additional duty of ours either with regard to identifying discrepancies or errors in the downloaded information or with regard to your responsibilities regarding accurate record keeping. OUR RESPONSIBILITIES The receipt of payments from your payers and the crediting of funds to the Account are subject to terms and conditions set forth in herein and in the applicable Account Agreement. We will use reasonable efforts to accept and process the receivable information received from you or your payers, to extract data from the submitted receivables information, match the receivables information against the payments credited to the Account, and provide the receivables information and payment reporting to you. We also will use reasonable efforts to identify exception items within the Service and report those to you. We shall not be responsible for the completeness, accuracy or timeliness of any receivables information provided to us or extracted by us from the submitted receivables. In the event that such receivables information is incomplete, incorrect, vague or ambiguous or provided in a form that is unacceptable to us, we are entitled to reject such information and/or not process it further within the Service. We will provide you with a Website through which you can (i) view the payments and the receivables information sent to us by you and your payers and (ii) manage certain receivables information and reports. We will use reasonable effort to make data and information available to you as soon as reasonably practicable through the Website. We shall not be liable for any Damages (as defined below) arising from, or as a result of, any delay or failure on our part to provide the Service or any error, action, or omission on the part of you in using the Service or your payers in providing the receivables information. We are not responsible for the accuracy, timeliness and reconciliation of the receivables information accessed in connection with the Service. You expressly agree and acknowledge that all features utilized, and all actions taken, by you in connection with the Service are taken in your sole discretion and under your sole responsibility. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 33 CONFIDENTIAL ©Bank Of America Corporation SUPPLEMENTAL LIMITATION OF LIABILITIES; INDEMNITIES Our duty and obligations under these Services will be fully discharged following the reporting of the receivables information to you. In relation to any receivables information to be sent to us via e-mail by you or one of your payers, you fully agree that we are authorized, but not obliged, to rely upon and act in accordance with any e-mail communication received by us purporting to be a copy of a transmission or communication given or purporting to be given on your behalf or your payers behalf without inquiring on our part as to the source of the transmission or communication or the identity of the person making or purporting to make such transmission or communication and regardless of the circumstances prevailing at the time of such transmission or communication. We shall be entitled to treat each such transmission or communication as fully authorized by and binding upon your sending the transmissions or communications and we shall be entitled (but not bound) to take such steps in connection with or in reliance upon such transmissions or communications as we may reasonably consider appropriate. In consideration for our acting in accordance with this provision, you agree and undertake to indemnify us and to keep us indemnified against all losses, claims, actions, proceeding, demands, damages, costs and expenses incurred or sustained by us of whatever nature and arising from our reliance on any such e-mail communication, excluding cost or damage attributable to our gross negligence or intentional misconduct. You acknowledge and agree that (i) we are making no representations or warranties of any kind regarding the content of any reports of receivables information provided through the Service, and (ii) you and your payers are transmitting receivables information through the Service at your own risk. We disclaim any and all warranties of any kind (whether express or implied) including but not limited to any warranties of merchantability or fitness for a particular purpose with respect the Service and the receivables information provided to you through the Service. RE-PRESENTMENT CHECK (RCK) Our RCK Services allow you to collect eligible RCK checks that have been returned for insufficient or uncollected funds, using the ACH Services within the United States of America, as described in the applicable User Documentation. The creation of the RCK Entries on your behalf by us using the ACH Services will be subject to the terms and conditions of the ACH section of this Booklet, including but not limited to the Security Procedures requirements described in that section. The capitalized ACH terms appearing in italics below are defined in the NACHA Rules. YOUR RESPONSIBILITIES You authorize us to create RCK Entries on your behalf as provided in the User Documentation and the NACHA Rules. You are deemed to be the Originator under the NACHA Rules, and on each day you use a Service, you represent and warrant that (i) you have obtained all necessary authorizations from the Receiver prior to the initiation of any corresponding ACH Entry for a RCK and (ii) you accept as Originator all liability corresponding to the representations and warranties we as ODFI make under the NACHA Rules regarding RCK. You shall pay us for the amount of any returned debit Entries (including rejected debit Entries) or any adjustment Entries accepted by us and which we have previously credited to your account. Such amounts shall be immediately due and payable by you to us. Returned debit Entries appear on your reports to the extent agreed by you and us, and you agree that we do not need to send a separate notice of debit Entries which are returned unpaid. COMPLIANCE WITH NACHA RCK RULES AND LAWS You agree to comply with the NACHA Rules for all Entries whether or not an Entry is sent through the ACH network. You act as an Originator and we act as an ODFI with respect to Entries. The NACHA Rules govern if they conflict with this Booklet, except that the file specification requirements in the User Documentation govern if they conflict with the NACHA Rules. Each time you use an RCK Service (i) you warrant that you have obtained the appropriate authorization from each Receiver and the Entries conform to the authorization and comply with the NACHA Rules and (ii) you make the same warranties to us as we make under Section 2.2 or any successor section of the NACHA Rules. TAX PAYMENTS Our Tax Payment Services allow you to instruct us, using a touchtone telephone, our Software on your computer, our Website, and any such method as may be described in the applicable User Documentation, to pay any of your taxes which are reported or filed using the tax forms as more fully described and specified in such applicable User Documentation. Based on AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 34 CONFIDENTIAL ©Bank Of America Corporation your Tax Payment Instructions, we prepare and remit your tax deposits. Each of these Services is described in the applicable User Documentation. This section together with the entirety of the General Provisions section of this Booklet, including without limitation the terms related to Security Procedures, forms the agreement between you and us with respect to the Services defined herein. CUTOFF TIMES You must comply with the deadlines specified in the applicable User Documentation for initiation of Tax Payment Instructions. If a Service allows you to send instructions to us after the cutoff time, or on a non-Business Day, we may treat these instructions as if we received them on the next Business Day. COMMUNICATION EXPENSE AND RISK Transmission of Tax Payment Instructions to us will be at your expense, except that we may provide a toll-free number telephone service. If that service is disrupted for any reason, you have the responsibility and risk of using alternative means of communicating Tax Payment Instructions to us accurately and in time for us to perform any Tax Payment Service. REQUIRED INFORMATION You will furnish us with all required information and authorizations at the times, in the manner and with the content specified in the applicable User Documentation. TAX FORMS AND REMITTANCES After we have received complete Tax Payment Instructions from you, we prepare the related tax forms (which may be on a magnetic tape or by electronic transmission as authorized by the Internal Revenue Service or other tax authority, as applicable) for submission to the appropriate tax authority. If permitted by the input method, you may specify a settlement date in accordance with the User Documentation. If you use a touchtone phone as your input method, you may request a specified settlement date by calling the designated customer representative for the applicable Tax Payment Service. For purposes of these Services, settlement date means the date you specify that the taxing authority’s account is to be credited. If you do not specify a settlement date, we will pay the amount you specify on or before the tax due date. If you specify the settlement date, payment will be made on the settlement date. ACCOUNT DEBITS If you do not specify a settlement date, we debit your account for any tax payment on the Business Day of transmission. If you specify a settlement date, we generally debit your account on the settlement date unless you are prefunding your tax payments. Prefunding means that you pay for all tax payments by such time before the settlement date as we may specify. At our discretion, we may at any time without notice debit your account on the Business Day that Tax Payment Instructions are transmitted to us (or on any other later date). If we debit the funds on the transmission date (or any other date before the payment date), we hold the funds as a deposit liability to you, and not as trust funds, until the date when we remit the funds to the appropriate tax authority. We will not pay you interest on the funds. We reserve the right to debit your account and to make a tax payment on your behalf earlier than the tax due date if the information in your Tax Payment Instruction is unclear or inadequate to permit us to determine the later due date under the applicable Tax Payment Service or if we otherwise reasonably decide that any delay in the payment of the tax may expose you to liability for a tax penalty. In such case we will not be liable to you for any lost use of funds. REJECTION OF INSTRUCTIONS We may reject your instructions during or immediately after transmission to us if they do not comply with the requirements of this Booklet or the applicable User Documentation or which we have been unable to verify through use of the Security Procedure. You will be informed of any such rejection only as specified in the applicable User Documentation, and no other notice of rejection will be provided. In addition, we may decline to perform any Tax Payment Service or to report any tax, file any tax form, or pay any related tax for you, even if we have received instructions to do so, if the tax payment and our related service fees and charges exceed the Collected and Available Funds on deposit in your account or your ACH processing limit. If we reject a Tax Payment Instruction for that reason, we will promptly notify you by telephone or facsimile transmission in which case we will not be liable to you for the tax payment, any interest on the amount of your tax liability, or for any tax penalty imposed on you in connection with the tax liability. You agree these means of communication are a reasonable means of notifying you. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 35 CONFIDENTIAL ©Bank Of America Corporation CANCELLATION Subject to the provisions in the User Documentation, you may cancel a Tax Payment Instruction prior to disconnection of the telephone call in the case of an instruction initiated by touchtone telephone or prior to transmission to us of an instruction initiated through your computer or our Website. Thereafter, a Tax Payment Instruction may be canceled only if: • The tax payment has not been remitted, credited or otherwise made available to a tax authority • A request to cancel provides sufficient information for us to effect the request • The request is received by us by telephone or, at the option of either you or us, in writing (including facsimile transmissions) in time (but in no event later than the deadline specified in the applicable User Documentation) to afford us a reasonable opportunity to effect the request OVERPAYMENTS If we make an overpayment of your tax liability due to our error, we will recredit your account for the amount of the overpayment, and you agree to take such actions as we reasonably request to obtain a refund of the overpayment and to arrange for payment of such refund to us. In any event, you agree to repay us for any overpayment upon the earlier of (i) your recovery of such overpayment or (ii) the application of the related tax credit to another of your tax payment obligations. RECORDS AND NOTICE OF ERRORS We will provide you with statements and confirmations containing information about your tax payments in accordance with and subject to the applicable User Documentation. Nothing in this Booklet relieves you of any duty imposed by law or contract regarding the maintaining of records or from employing adequate audit, account and review practices customarily followed by similar businesses. You will promptly review for accuracy all records, information and statements delivered from time to time to you by us. You must send us written notice, with a statement of relevant facts, within 14 days after you receive the first notice or statement indicating a discrepancy between our records and yours. If you fail to give the required notice, we will not be liable for any loss of interest or for any compensation for any other loss or cost relating to an unauthorized or erroneous debit to your account or because of any other discrepancy in the notice or account statement. You must notify us promptly by telephone, confirmed in writing, if you learn or discover from any source other than a notice or statement from us of information concerning an unauthorized or erroneous debit to your account. SUPPLEMENTAL LIMITATION OF LIABILITIES For each Tax Payment Service, this section supplements the Limitation of Liabilities section of this Booklet. If any Tax Payment Service is interrupted for any reason and you are unable to complete transmission of your Tax Payment Instruction to us, you will not be relieved of your obligation to make any tax payment otherwise contemplated to be made by such Service. We will not incur any liability if you fail to make any required tax payment by other means in the event of such interruption. Notwithstanding anything to the contrary, if you initiate a Tax Payment Instruction using an “expedited payment request”, as specified in the applicable User Documentation, such “expedited payment request” is subject to our prior approval, at our sole discretion. If we do approve your use of such an “expedited payment request”, and you comply with the specific instructions and procedures set forth in the applicable User Documentation, we will make a reasonable effort to act on the Tax Payment Instruction initiated using such “expedited payment request,” but we will have no liability if it is not effected. TAXPAY AND BILLPAY With this Service, you mayinitiate payments of certain bills and taxes provided through our designated Website, as described herein or in the applicable User Documentation. This section together with the entirety of the General Provisions section of this Booklet, including without limitation the terms related to Security Procedures, forms the agreement between you and us with respect to the Services defined herein. You may only access the Service through the our designated Website and use the Service to request us to make bill payments and tax payments on your behalf to Registered Payees that are eligible to receive such payments as determined by their inclusion in the Payee Database. Bill and tax payments will be processed by electronic payment means only. TAX AND BILL PAYMENTS AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 36 CONFIDENTIAL ©Bank Of America Corporation Scheduling Payment Request. To make a payment to a Registered Payee, you may use the Service to schedule a Payment Request and select the Settlement Date. We begin processing your Payment Request on the business day before the Settlement Date, but we debit your Payment Account on the Settlement Date.. You must enter the Payment Request on or before the Business Day before the Settlement Date. You are solely responsible for scheduling Payment Requests and selecting a Settlement Date for each payment that allows sufficient time for the payment to be delivered on or prior to the date on which the payment is due to the Registered Payee. We make no representation or warranty to you that a Payment Request will be received by the Registered Payee or credited to the Registered Payee’s bank account on any specific date or within any specific delivery time. Regardless of the Settlement Date selected by you, we shall have no liability to you or your Registered Payee in the event that you incur a late fee or other financial liability to a Registered Payee arising from a delayed, undelivered, or late payment. Payment Method and Transaction Limits. You may, through the Service, request that we process a Payment Request as electronic funds transfer payment.We may, in our sole discretion, impose limits on the amount of money sent through the Service, on a per-transaction and/or a cumulative basis, and change those limits at any time without prior notice to you. Processing Payment Requests. You hereby authorize us to debit your Payment Account for the amount of each Payment Request and remit funds in accordance with your Payment Request through electronic funds transfer. You are responsible for maintaining collected and available funds in the Payment Account in an amount sufficient to pay for all debits to fund the Payment Requests on or before the Settlement Date. We are not obligated to process any Payment Request, even if we have done so in the past, without having first been paid by you, but, if we do, the amount is immediately due and payable without notice or demand. We may post these debits to your Payment Account even if the debits cause your Payment Account to have a negative intraday balance or to be in an overdraft position. On or before the Settlement Date funds deducted from your Payment Account will be held in a master bank account or general liability account belonging to us. You acknowledge and agree that you have no ownership interest or right to the funds in this bank account. This bank account arrangement does not create a trust or other fiduciary obligations on the part of us to you. Returned Transactions. If a Registered Payee or the Registered Payee’s bank returns a Payment Request for any reason then we will credit the returned Payment Request to your Payment Account. You agree that we shall not have any liability for any returned Payment Request or any resulting loss or damage that you may incur. Payment Cancellation Requests. You may cancel, reschedule or modify a Scheduled Payment Request prior to the time that we begin processing it as described in the User Documentation. You may only cancel, reschedule or modify a Scheduled Payment Request through the Service Website. Once we have begun processing a Payment Request, it cannot be cancelled, rescheduled or modified by you. In addition, we reserve the right in our sole discretion to suspend or cancel any Scheduled Payment Request including if your Payment Account or your use of the Service is not in good standing, as determined by us in our sole discretion. We will credit back to the Payment Account any debits previously made to fund a cancelled Scheduled Payment Request. Payment Review. In our discretion, we may place a hold on a Payment Request for as long as reasonably required to conduct an appropriate inquiry regarding you, the Registered Payee, payment history, and other relevant circumstances and factors. Depending on the results of this review, we may process the Payment Request, reverse or cancel the Payment Request, or hold the Payment Request and related funds pending instructions from a government agency. At any time, a Payment Request may be reversed or canceled by us in our sole discretion and without prior notice to you. Compliance with Laws, Rules and Regulations: You shall comply with all applicable laws, payment system rules and other regulations with respect to your use of the Service. Compliance with Service Documentation. You are responsible for ensuring that each Payment Request conforms in form and substance to the requirements, including cutoff times on a Business Day, described in the applicable User Documentation for the Service. If the Service allows you to send instructions to us after the cutoff time, or on a non-Business Day, we may treat these instructions as if we received them on the next Business Day REGISTERED PAYEE DATABASE A third party company operates an online database containing payment routing and other information regarding Registered Payees. We do not operate, monitor, audit, or control the Payee Database and we are not responsible for the accuracy of information that is stored in the Payee Database. The Payee Database is not part of the Service. When making a Payment AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 37 CONFIDENTIAL ©Bank Of America Corporation Transaction, you may look-up your payees for bill payments and tax payments in the Payee Database to see if they are Registered Payee. The Service may obtain payment routing information for your Registered Payees from the Payee Database. We may at our option process a Payment Request to the Registered Payee based upon the account and routing number information provided by the Registered Payee without further investigation or confirmation by us. You are solely responsible for any Payment Request that is processed by the Service using the Registered Payee data contained in the Payee Database. SINGLE USER INDEMNIFICATION We very strongly recommend that you implement and use a segregation-of-duties model, implementing dual controls, (“Dual Payment Controls”) in connection with all authorizations to initiate and approve / release Payment Requests via the Service. This recommendation serves to help protect you from loss, theft, misappropriation or other unauthorized use of the Service and/or information or funds accessed via the Service, directly or indirectly. This recommendation also reflects industry best practices. When you setup the Service, your authorized administrators on the Service have authority, acting together, to setup or modify users on the Service. Duirng the user setup process, your administrators have the option to allow a single user, acting alone, to enter, approve and release Payment Requests or your administrators may require two users, acting together, to enter, approve and release Payment Requests. You are in sole control of the setup of your users and you bear all responsibilities and risk if you elect to set up a single user with permissions to act alone when entering, approving and releasing a Payment Request. You agree to indemnify us against and hold us harmless from and defend us against any and all liabilities, claims, costs, expenses and damages of any nature (including legal expenses) arising out of or relating to or in connection with any use or misuse of the Service or of information or funds accessed via the Service, directly or indirectly, in the absence of your full implementation and use at all times of Dual Payment Controls. SUPPLEMENTAL LIMITED WARRANTY/DISCLAIMER YOU ACKNOWLEDGE AND AGREE THAT WE ARE MAKING NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE COMPLETENESS OR ACCURACY OF THE CONTENT OF THE PAYEE DATABASE. WE DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND (WHETHER EXPRESS OR IMPLIED) INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT THE SERVICE AND THE PAYEE DATABASE. WE WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY LOSSES, COSTS, EXPENSES OR DAMAGES INCURRED BY YOU OR YOUR REGISTERED PAYEES WITH RESPECT TO THE USE OF THE PAYEE DATABASE AS MADE AVAILABLE THROUGH THE SERVICE. WIRE TRANSFERS AND INTERNATIONAL ELECTRONIC FUNDS TRANSFERS This section applies to our U.S. domestic and worldwide wire and internal funds transfer services and to our International Electronic Funds Transfer Services outside the United States of America. It does not apply to ACH Services transacted within the United States of America, which are covered in the Automated Clearing House (ACH) section of this Booklet. This section together with the entirety of the General Provisions section of this Booklet, including without limitation the terms related to Security Procedures, forms the agreement between you and us with respect to the Services defined herein. Wire Transfer and International Electronic Funds Transfer Services permit you to transfer funds electronically and, as appropriate, to transmit related messages as more fully described in the applicable User Documentation. These transfers are typically from your accounts with us to other accounts at our bank, at our affiliated banks or at other eligible banks. These transfers may also include transfers to your accounts with us from your accounts at other banks. These transfers may be made according to a specific request from you or according to your standing instructions (which may include daily sweeps from your accounts at our affiliated banks to your account with us). They also may be low-value single payments as well as batch payments made according to multiple requests within a single electronic data file for transfers to or from your accounts. MULTIBANK The Multibank Service permits you to relay through us your instructions to another bank to wire transfer funds from one of your accounts held at that other bank (as used in this section, “multibank instructions”). Before using the Multibank Service, you must provide us with the account number and bank name for each account to be debited using this Service. You also must provide the bank holding the debit account with express, written authorization (with a copy to us where requested) to AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 38 CONFIDENTIAL ©Bank Of America Corporation act on instructions we send to it under this Service. You agree that we may rely on that authorization until we have had a reasonable opportunity to act on notice that it has been revoked. Multibank instructions are not payment orders to us, and we have no obligation to execute, transmit or accept any payment orders made to us under the Multibank Service. If we receive any multibank instruction via SWIFT, we will relay your instructions to the receiving bank, subject to business day schedules for us, SWIFT, and the receiving bank. We will have no liability arising out of or relating to our forwarding, or any rejection by the other bank of, any such instruction which is not in the SWIFT format required by the other bank for such instruction. Your multibank instructions to us via SWIFT must be sent to the SWIFT address specified by us to you from time to time. If we receive any multibank instructions other than via SWIFT, we will either, (i) where feasible, create a SWIFT formatted message from your instruction and relay it by SWIFT to the other bank, or (ii) use whatever means or medium we deem appropriate, including use of third-party facilities, to reformat and transmit your payment order to another bank, and we have no duty to do so if your request is defective, incomplete, erroneous or inconsistent with the terms of this Booklet. We may act on your multibank instructions as we reasonably consider appropriate notwithstanding any error, omission, defect or lack of clarity in its terms and even if the instructions appear to duplicate other multibank requests. You agree that your indemnity of us, as set forth in the Protection From Third Parties section of this Booklet, applies to any claims by another bank based on our sending a multibank instruction containing any error, omission, defect or lack of clarity. If you wish to cancel or amend a payment order set forth in a multibank instruction, you must contact the bank to which the payment order is directed and act in accordance with its procedures. Reports on multibank instructions which we have processed may be included in an Information Reporting Service if you have arranged such reports from the bank that is subject to such instructions. COMPLIANCE WITH RULES AND LAWS You agree to comply with all applicable payment system rules, including the national payment system rules and any other applicable laws and regulations of the receiving country of your transaction, including but not limited to NACHA rules for low-value payments processed within the United States. You also agree to comply with the authorization and notice requirements applicable to any Request to debit another person’s account. AUTHORIZED PERSONS Before using a Wire Transfer Service or an International Electronic Funds Transfer Service, you give us a written list, in a form acceptable to us, of the persons authorized by you to perform certain duties in connection with such Service. ACCOUNT DEBITS You must have Collected and Available Funds in your account which, when added to funds which may be made available under a line of credit, are sufficient to cover your Requests. You may initiate a Request only if the offsetting debit to your account, including the available line of credit, will not cause you to exceed the account balance according to your records. If your records and ours disagree regarding the account balance, our records will control for purposes of our processing the Request. You are obligated to pay us the amount of any Request once we act on, other than to reject, your Request. At our discretion, we may at any time without notice require payment before we process your Request. Even if we have done so in the past, we are not obligated to process any Request without having first been paid by you, but, if we do, the amount is immediately due and payable without notice or demand. Prior to initiating any Wire Transfer Service Request to debit an account of a third party, you must provide us with documents, in a form acceptable to us, evidencing the third party's authorization. You will pay us for the amount of any returned or rejected debit transactions, or any adjustments, which we previously credited to your account. If, for any Business Day, we receive more than one Request and/or other items payable from your account, we may debit your account for such Requests and items in any sequence we determine in our sole discretion. ACTING ON REQUESTS AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 39 CONFIDENTIAL ©Bank Of America Corporation We will use any means of transmission, funds transfer system, clearing house or intermediary bank we reasonably select to transfer funds. After we receive a Request by the applicable processing deadline (as specified in the applicable User Documentation), but no later than the value date stated in your Request (if such date is not earlier than the day such Request is received), we will act upon such Request by making applicable accounting entries or by transmitting payment instructions to the applicable bank or other party. If applicable, our acting on your Request will also be subject to the business day schedule of any of our banking centers or affiliates holding an account to be debited or credited under a Service. We may treat Requests we receive after a deadline as if we received them on the next Business Day. International Electronic Funds Transfer Services Requests will be deemed received by us when we receive the complete electronic data file at the location specified in the applicable User Documentation. REJECTION OF REQUESTS We may reject any Request which does not comply with the requirements of this Booklet or the applicable User Documentation, including any processing limits described in such User Documentation, or which we have been unable to verify through use of the Security Procedure. We also may reject any Request which exceeds the Collected and Available Funds (including funds made available under a line of credit) on deposit with us in the applicable account. We may also reject any Request if it may be returned for any reason under the applicable national payment system rules of the receiving country of your transaction. Notice of rejection may be given to you by telephone, by electronic means, by facsimile or by mail, depending upon the method of origination. Notices of rejection will be effective when given. CANCELLATION OR AMENDMENT We have no obligation to cancel or amend Requests after we receive them or to cancel or amend any particular funds transfer requested by a standing instruction which is in effect, however, if you send us a Request instructing us to cancel or amend a prior Request and we are able to verify the authenticity of the cancellation or amendment Request using the Security Procedure, we will make a reasonable effort to act on that Request, but we will not be liable if it is not effected. You agree to indemnify us against and hold us harmless from any and all liabilities, claims, costs, expenses and damages of any nature, including Legal Expenses, we incur in connection with your Request to cancel or amend. Your obligations under this provision will survive termination of these Wire Transfer and International Electronic Funds Transfer Services. PROVISIONAL PAYMENTS Payment by us for any transaction we credit to your account is provisional until we receive final settlement for the transaction. If final settlement is not received, we are entitled to a refund and we may charge your account for the amount credited. We may delay the availability of any amount credited for a transaction if we believe that there may not be sufficient funds in your account to cover chargeback or return of the transaction. INCONSISTENCY OF NAME AND NUMBER A beneficiary’s bank (including us when we are the beneficiary’s bank) may make payment to a beneficiary based solely on the account or other identifying number. We or an intermediary bank may send a Request to an intermediary bank or beneficiary’s bank based solely on the bank identifying number. We, any intermediary bank and any beneficiary's banks may do so even if the Requests include names inconsistent with the account or other identifying number as long as the inconsistency is not known by us or such other bank. Neither we nor any other bank has a duty to determine whether a Request contains an inconsistent name and number. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 40 CONFIDENTIAL ©Bank Of America Corporation Electronic Trade Services Our Electronic Trade Services includes, but is not limited to, allowing you to: • Initiate collections • Instruct us to issue standby and commercial letters of credit and guarantees • Instruct us to issue bank payment obligations • Initiate open account transactions • Receive advice of our receipt of purchase orders naming you as the supplier • Receive advice of our receipt, confirmation, or payment, of commercial letters of credit advised and standby letters of credit advised naming you as beneficiary • Request full or partial transfers of your commercial letters of credit or full transfers of your standby letters of credit • Prepare documents in connection with your commercial letters of credit • Access reports on letter of credit transactions, open account transactions, collections and bankers’ acceptances • Access images of your relevant documents as they relate to your letter of credit transactions, collections and open account transactions • Request supply chain financing transactions in the roles of either a buyer or a seller Detailed information regarding each Service is found in the applicable User Documentation. COLLECTIONS OUTGOING COLLECTIONS Over the Counter Collections. Reports concerning your over the counter collections are made available under the Information Reporting section of Electronic Trade Services in this Booklet. Direct Collections. Our Electronic Trade Services Direct Collections Service includes, but is not limited to, allowing you to initiate a collection (as that term is defined in the Uniform Rules for Collections) by delivering an instruction to a collecting bank. The instruction will be on a form prescribed by us, but we will not have any responsibility or liability for the terms and conditions of any instruction; you accept all such responsibility and liability. Each direct collection will be governed by the Uniform Rules for Collections. You will promptly transmit to us a copy of the completed direct collection form and, upon our request, will provide to us copies of the underlying documentation or other information. You represent and warrant to us as of the date you transmit the instruction form to us that the direct collection is not prohibited under the foreign asset control or other regulations of the United States of America or the applicable laws of any other jurisdictions. Upon our receipt of any payment of a direct collection, the amounts received (less related charges, disbursements and/or expenses) will be paid to you, except that if we are required to return any such payment received upon the insolvency, bankruptcy or reorganization of the presenting bank or collecting bank or other third party or for any other reason, you will repay to us the amount paid to you together with interest thereon from the date we returned the payment and so notified you at the rate specified by us in our schedule of charges. Unpaid items and related documents received by us may be returned to you by regular mail at the address specified in the Authorization and Agreement Certification form which accompanied this Booklet or such other address as may be notified by you in writing. INCOMING COLLECTIONS Our Electronic Trade Services Incoming Collections Service includes, but is not limited to, allowing you to (i) request us to receive documentary time drafts, sight drafts or bills of exchange drawn on your appropriate account as part of your trade transactions and (ii) authorize us to make such payments. Such drafts are payable at sight or at a future date. All such drafts received by us shall either be in the customary form of such drafts, or contain on the face of the instrument the words “draft” or “bill of exchange.” Each draft must designate us as collecting and/or presenting bank to make presentation to you for acceptance. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 41 CONFIDENTIAL ©Bank Of America Corporation You appoint us as your true and lawful attorney-in fact to act in your name, place and stead, solely for the purpose of signing your acceptance on drafts in accordance with the procedures outlined below. You hereby grant to us all powers necessary for us to sign your acceptance and thereby bind you to such acceptance. We will date your acceptance, specifying your name, and will sign as your agent and attorney-in-fact. We are also authorized to sign your name on your behalf without stating your name or our capacity hereunder. This appointment and grant is deemed coupled with an interest and may be revoked only by written notice of termination. You will indemnify us against and hold us harmless from and defend us against any and all liabilities, claims, costs, expenses and damages of any nature (including Legal Expenses) that may directly or indirectly result or arise from or be incurred in connection with: • Any acceptance or other actions performed by us as attorney-in-fact, except to the extent directly caused by our gross negligence or willful misconduct • Any dishonor of a draft by you; and/or • Any breach of or default under this Incoming Collections Service by you We shall, within a reasonable time after receipt of your authorization to accept the draft, accept such draft on your behalf by signing your acceptance on such draft. Within a reasonable time thereafter, we will send an electronic notification to you. Such notification will include your name, address and reference number, the amount of the draft, its payment tenor, the maturity date, the drawer’s name and the presenter’s name. You authorize us to accept, pay or reject incoming collections on your behalf. All drafts which we accept on your behalf, in the capacity as your attorney-in-fact, shall conclusively be deemed to have been accepted in fact by you fully and for all purposes, as if your had signed or executed the acceptance and such draft. You authorize us to debit your appropriate account for authorized payments. STANDBY AND COMMERCIAL LETTERS OF CREDIT AND GUARANTEES ISSUED Our Electronic Trade Services Standby,Commercial Letters of Credit and Guarantees Issued Service includes, but is not limited to, allowing you to request us, by electronic transmission, to issue a commercial or standby letter of credit or a guarantee. If electronic transmission is unavailable, you may request us to issue such letters of credit or guarantees by fax transmission. Each letter of credit or guarantee which we agree to issue will be for your account or the account of another entity you designate. Each commercial letter of credit we issue will be subject to the UCP and, when applicable, the eUCP, each standby letter of credit we issue will be subject to the ISP98 and each guarantee will be subject to URDG758 and/or such governing law as may be approved from time to time. A letter of credit may be issued by any of our authorized offices or affiliates within or outside the United States of America. A guarantee may be issued by any of our authorized offices or affiliates outside the United States of America. More detailed terms and conditions concerning the Electronic Trade Services Standby,Commercial Letters of Credit and Guarantees Issued Service can be found in the Master Standby Letter of Credit Agreement and/or the Master Commercial Letter of Credit Agreement and/or the Master Guarantee Issuance Agreement (collectively, the Master Agreements ). Prior to using the Electronic Trade Services Standby, Commercial Letters of Credit and Guarantees Issued Service you will have to execute the applicable Master Agreement. To the extent a discrepancy occurs between this Booklet and your executed Master Agreement(s) , such discrepancy will be resolved by giving precedence to the respective Master Agreement. YOUR RESPONSIBILITIES You represent and warrant to us as of the date of your issuance request of each commercial letter of credit and each drawing that you or the importer has obtained all applicable and/or required licenses and other governmental approvals required for the import, export, shipping, storage of, financing of or payment for the goods and documents described in the letter of credit. You further represent and warrant to us, for each commercial and standby letter of credit issued, that you have the authority to enter into such letter of credit and that the letter of credit will not violate or conflict with any of the provisions of the applicable constituent documents or any other agreement or undertaking to which you are a party. The transactions underlying the letter of credit are not prohibited under the foreign asset control or other regulations or laws of the United States of America or the applicable regulations or laws of any other jurisdiction. You will obtain, or cause to be obtained, insurance covering fire and other usual risks on all goods described in each commercial letter of credit issued by us. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 42 CONFIDENTIAL ©Bank Of America Corporation You will reimburse us upon demand all monies paid by us under or in respect of each such letter of credit or guarantee, including payments on any draft, acceptance, order, instrument or demand drawn or presented under the letter of credit or guarantee. You will pay us on demand interest on all amounts paid by us or any other nominated bank under each letter of credit or guarantee from the date of such payment until we receive reimbursement at a rate per annum specified in the applicable User Documentation. You will reimburse us in the currency in which the letter of credit or guarantee is denominated (or, at our option, the equivalent of the denominated currency amount in U.S. Dollars or the currency of the country in which the letter of credit or guarantee was issued at the rate of exchange quoted by us in the city in which the letter of credit or guarantee was issued for the sale of the denominated currency against U.S. Dollars or such other currency on the date on which the denominated currency amount is paid by us). Regardless of the expiration of the letter of credit or guarantee, you will remain liable for all such amounts until we are released from liability to all persons entitled to draw or demand payment under the letter of credit or guarantee. As a condition to our agreement to issue a letter of credit or guarantee, we may require you at any time to make with us a cash deposit, which may not accrue interest or earnings credit, and to grant us a security interest in the underlying goods and documents of title and/or any other property or accounts as we reasonably determine as security for your obligations to us. You will pay us Legal Expenses incurred by us in connection with each letter of credit or guarantee including without limitation our defense of any proceeding initiated by you to enjoin payment or negotiation by us of a letter of credit or guarantee even if you are awarded such relief, provided only that we have acted in good faith in defending such action. If you request the issuance of a letter of credit or guarantee listing one of your Subsidiaries or another entity as the account party, each such request will be considered a request by you for the issuance of a letter of credit or guarantee, and you will assume all liabilities and obligations with respect to such letter of credit or guarantee. You represent and warrant to us that you will derive substantial economic benefit from each underlying transaction relating to each request for the issuance of a letter of credit or guarantee listing your Subsidiary or another person as the account party. Your obligations under each letter of credit or guarantee will not be released or discharged if: • We fail to collect any payment under such letter of credit or guarantee directly from the Subsidiary or such other entity. • Any bankruptcy, reorganization, insolvency, receivership, moratorium or other such action effecting creditors generally is filed by or against the Subsidiary or such other entity. • We receive payment from the Subsidiary or such other entity, but it is subsequently rescinded or must be returned by us. OUR RESPONSIBILITIES If we accept your request, we will issue the commercial or standby letter of credit or guarantee as described in your electronic or fax (if electronic is unavailable) transmission and pursuant to this Booklet and the UCP (with regard to commercial letters of credit), ISP98 (with regard to standby letters of credit) and URDG758 and/or such governing law as may be approved from time to time (with regard to guarantees). We will pay each commercial letter of credit pursuant to its terms, this Booklet and the UCP. We will pay each standby letter of credit pursuant to its terms, this Booklet and the ISP98. We will pay each guarantee pursuant to its terms and this Booklet and URDG758 and/or such governing law as may be approved from time to time. CHANGE OF LAW OR REGULATION If, subsequent to the issuance date of a letter of credit or guarantee, we determine that the introduction of or any change in the interpretation of any law, rule, regulation or guideline or the request of a central bank or other governmental authority will increase our costs relative to our providing the Electronic Trade Services Standby,Commercial Letters of Credit and Guarantees Issued Service, as set forth below, then, on demand, you will pay us additional amounts sufficient (as determined by us) to compensate us for such increased cost. Such increased costs could include: (i) reserve, deposit, assessment or similar requirements or (ii) increases in capital adequacy requirements. DEPOSIT ON TERMINATION EVENT If there occurs an event which permits us, under the Suspension and Termination section of this Booklet, to terminate this Service immediately, you will deposit with us, on demand and as cash security for your obligations to us, an amount equal to the aggregate undrawn amount of the letters of credit and guarantees issued by us in the same currency as the letter of credit or guarantee, or, at our option, its equivalent in U.S. Dollars or the currency of the country in which the letter of credit or guarantee was issued. You will not withdraw any amount so deposited except to the extent such amount exceeds the undrawn AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 43 CONFIDENTIAL ©Bank Of America Corporation and unreimbursed amount of the letter(s) of credit and guarantees. If the amount deposited by you under this Booklet for a letter of credit or guarantee is in a currency different than the currency in which such letter of credit or guarantee is payable and the amount so deposited becomes less than the value of the undrawn amount of the letter of credit or guarantee because of any variation in rates of exchange, you will deposit with us additional amounts in such other currency so that the total amount deposited by you under this Booklet is not less than the equivalent value of the undrawn amount of the letter of credit or guarantee, determined by using the rate of exchange quoted by us on the date of our latest demand. BANK PAYMENT OBLIGATION - BUYER Our Bank Payment Obligation (“BPO”) Service provides you with the processing, handling, submission, receiving, reporting and comparison of data in connection with BPOs and related underlying trade transactions. The BPO is communicated in an ISO20022 certified BPO XML message exchanged between banks via SWIFTNet. In addition to delivering process efficiencies, the Service offers you and your seller opportunities for payment assurance, financing, sovereign, economic, and obligor bank risk mitigation, as the situation warrants. The BPO may be on immediate or deferred payment terms. All BPOs (and all transactions thereunder) must be subject to the URBPO. Capitalized terms used in this BPO Service description but not otherwise defined have the meanings ascribed to them in the URPBPO. While not all-inclusive, the following summarizes our BPO Services: Establishing a Baseline. You will electronically transmit to us, in accordance with applicable User Documentation, purchase order data and data for the BPO conditions, either concurrently, or first purchase order data and then data for the BPO conditions. When we receive the required data, at our discretion, we will submit them to a Transaction Matching Application (“TMA”). The seller will also be confirming the purchase order data and the data for the BPO conditions to the Recipient Bank for submission to the TMA. If the submitted data matches on the TMA, the Baseline is an Established Baseline. At this point in time the BPO is effective and irrevocable but conditional and Client will receive from us, via electronic transmission, a notification of BPO issuance and a Baseline Match Report establishing a Baseline. Matching. After seller arranges for the relevant Data Set to be submitted to Recipient Bank, and in turn Recipient Bank submits them to TMA for matching, you may receive from us at our option, via electronic transmission, a BPO Data Set Match Notification attaching a Data Set Match Report. The Notification, among other things, will ask for your instructions on accepting any Data Mismatches and commensurate deductions or increases in submission value or alternatively, whether you wish to reject the submission. We will then submit your instructions to the TMA. Notwithstanding the foregoing, we reserve all rights to review Data Mismatches and reject or accept them in our sole discretion. Upon a successful TMA Data Set match or upon our acceptance of Data Mismatches, the BPO will become a direct payment obligation which is due and payable, and we will honor according to the agreed payment terms. Settlement. If the terms of the BPO call for immediate, at sight payment, we will debit your account or settle with you as per your instructions for the BPO amount and remit the funds to Recipient Bank. In the case of a deferred payment BPO, we will notify you via electronic transmission that the BPO has been honored, the BPO amount, and the date upon which the BPO will mature. We will then settle with you at maturity by debiting your account with us or per your instructions. With regard to the Bank Payment Obligation Service, more detailed terms and conditions can be found in the applicable Bank Payment Obligation documentation to be entered into by you and us. To the extent a conflict exists between this Amendment and the applicable Bank Payment Obligation documentation the terms and conditions in the Bank Payment Obligation documentation will govern. OPEN ACCOUNT Our Electronic Trade Services Open Account Service permits you electronically to (i) inform us of your purchase order details, instruct us on examining required documents for compliance with your purchase orders and instruct us to pay the presenting party and (ii) provide notification to your vendors of open account transactions initiated through electronic means. Purchase Orders. You will electronically transmit to us, in accordance with applicable User Documentation, files of purchase orders you have sent to your vendors with instructions to present documents to us. The electronic files will be in such format(s) and transmitted through such channel(s) as you have selected and we have approved. If you are not requesting us to issue a commercial letter of credit, each transaction will be flagged as an “open account” payment type. When we receive required documents, we will review them according to your purchase order terms. If and as provided by the open account payment type selected by you, we will match the documents against the pertinent purchase orders housed on AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 44 CONFIDENTIAL ©Bank Of America Corporation our electronic database in accordance with the parameters established by you and accepted by us. If you have sufficient Collected and Available Funds in the account you have designated, we will pay the presenting vendors as provided under the open account payment type selected by you from the following three types: • Importer matching – you match the documents against your copy of the pertinent purchase order and instruct us how much to pay to the presenter and when to pay. • Bank matching – we match the documents against our electronic file of the pertinent purchase order, following the parameters established by you; we then electronically inform you, indicating whether they are compliant or non- compliant, and await your payment instructions. • Auto-pay – we match the documents as described above, and, if we determine they are compliant, make payment to the presenter; if we determine that the documents are non-compliant, we make payment only upon your express instructions. Notification of Open Account Transactions. With respect to open account notification letters, we will notify, by Electronic Trade Services, fax, courier or mail as instructed by you, your vendors of (i) our receipt of such notices naming them as vendor and (ii) any payments made pursuant to drawings under such open account transactions. STANDBY LETTERS OF CREDIT-ADVISED (CONFIRMED/UNCONFIRMED) Our Electronic Trade Services Standby Letter of Credit-Advised Service includes, but is not limited to, allowing you to receive advice, by electronic transmission, of (i) our receipt of any standby letter of credit naming you as beneficiary; (ii) our confirmation of any such letter of credit; (iii) the status of any documents or payments with regard to any Standby Letter of Credit-Advised; and (iv) any payment made pursuant to a drawing under any such letter of credit. You may elect to have Standby Letters of Credit-Advised of a Subsidiary or other entity reported to you with our Electronic Trade Services Standby Letter of Credit-Advised Service. You agree that the Subsidiary or other entity will provide us with a written authorization, in a form acceptable to us, for us to make that Subsidiary or other entity’s information available to you. General. The Standby Letter of Credit-Advised and the Full Transfer (as described below) must be subject to UCP or ISP98, and our rights hereunder are in addition to rights we have under UCP or ISP98, as applicable. Full Transfer. You may request the transfer of all of your rights as beneficiary of a Standby Letter of Credit-Advised by submitting to us, for each transfer, a request providing the following information: • Standby Letter of Credit number • Name of issuing bank • Our advice number • Name and address of second beneficiary’s advising bank • Name and address of second beneficiary • Date of application If we approve the transfer, we will place the appropriate endorsement on the Standby Letter of Credit-Advised and send it to the second beneficiary or send the second beneficiary a transferred letter of credit document prepared by us. The second beneficiary will have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. You must provide us the original Standby Letter of Credit- Advised and any existing amendments. You understand that we may, at our sole discretion, refuse to approve any Full Transfer to a second beneficiary. You acknowledge that due to conditions of the original Standby Letter of Credit-Advised, certain proprietary information may be disclosed to the second beneficiary and/or to the applicant under the original Standby Letter of Credit-Advised. We will have no liability to you in the event of such disclosure and, in such event, you will indemnify and hold us harmless from all claims of third parties. You acknowledge that your rights as beneficiary in the original Standby Letter of Credit-Advised are irrevocably transferred to the second beneficiary(ies) who shall have sole rights. In that connection, your approval is not required for us to honor a discrepant presentation made by the second beneficiary. For our transfer fee, we may debit your account(s) with us, which you may designate subject to our reasonable approval. You also agree to pay us on demand any expenses which may be incurred by us in connection with this transfer. Partial Transfers. We do not permit partial transfers of Standby Letters of Credit-Advised. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 45 CONFIDENTIAL ©Bank Of America Corporation COMMERCIAL LETTERS OF CREDIT–ADVISED (CONFIRMED/UNCONFIRMED) Our Electronic Trade Services Commercial Letter of Credit-Advised Service includes, but is not limited to, allowing you to receive advice, by electronic transmission, of (i) our receipt of any commercial letters of credit naming you as beneficiary; (ii) our confirmation of any such letter of credit; (iii) the status of any presentations or payments with regard to any Commercial Letter of Credit-Advised; and (iv) notification of any payment pursuant to a presentation under any such letter of credit. The Commercial Letter of Credit–Advised Service also facilitates electronic preparation of required documents under such advised letters of credit using electronic data captured through our electronic advising process. You may elect to have Commercial Letters of Credit-Advised of a Subsidiary or other entity reported to you with our Commercial Letter of Credit-Advised Service. You agree that the Subsidiary or other entity will provide us with a written authorization, in a form acceptable to us, for us to make that Subsidiary or other entity’s information available to you. You may prepare required documents based on your Commercial Letter of Credit-Advised details. You may then edit and locally print those documents and courier them to us for presentation. General. All Commercial Letters of Credit-Advised (and any transactions thereunder, including transfers) must be subject to the UCP and our rights herein are in addition to rights we have under the UCP. REQUESTS FOR TRANSFERS Partial Transfers. You may request the partial transfer of your rights as beneficiary, with or without substitution of invoices, of Commercial Letters of Credit-Advised by submitting to us, for each transfer, a request providing the following information: • Date of application • Whether the transfer is with or without substitution of invoices and/or drafts • Whether you refuse to allow amendments to be passed automatically to the second beneficiary without your consent • Our Commercial Letter of Credit-Advised reference number • Name of issuing bank • Name and address of second beneficiary • Name and address of second beneficiary’s advising bank • Amount to be transferred • Description of merchandise subject to the transfer • Unit price (if any) • Expiration date for the transferred Commercial Letter of Credit-Advised • Latest shipment date for the transferred Commercial Letter of Credit-Advised • Number of days after shipment within which documents must be presented for the transferred Commercial Letter of Credit-Advised • Insurance percentage (if applicable) for the transferred Commercial Letter of Credit-Advised If we approve the transfer, we will advise the second beneficiary of the terms and conditions of the transferred credit by full text teletransmission, mail/airmail or courier (as we deem appropriate). With respect to all partial transfers, whether with or without substitution of invoices, you may refuse to allow us to notify the second beneficiary(ies) of any future amendment(s) received under the original Commercial Letter of Credit-Advised. If you elect transfer with substitution of invoices, then, on our first demand, you will deliver to us within one (1) Business Day your draft, commercial invoice and any other required documents in compliance with the terms of the original Commercial Letter of Credit-Advised. The draft and documents are in substitution of those presented by the second beneficiary. When (i) the documents of the second beneficiary and the substitution documents from the first beneficiary are determined to comply with the terms of the Commercial Letter of Credit-Advised or, if determined to be discrepant, are taken up by the issuing bank and (ii) we are in receipt of funds, we will pay you in accordance with your instructions for the amount of the difference between your draft and the draft of the second beneficiary, less any fees due and payable to us in connection therewith. If you fail, at our first demand, to deliver to us your drafts, invoices and other required documents as AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 46 CONFIDENTIAL ©Bank Of America Corporation stated above, you acknowledge our right to present invoices and other documents received from the second beneficiary in accordance with the instructions of the original Commercial Letter of Credit-Advised. You also understand that we will not pay you the difference between the amount of the draft of the second beneficiary and the amount authorized to be paid to you under the original Commercial Letter of Credit-Advised. Full Transfers. You may request the transfer of all of your rights as beneficiary, without substitution of invoices, of Commercial Letters of Credit-Advised by submitting to us, for each transfer, a request providing the following information: • Date of application • Our Commercial Letter of Credit-Advised reference number • Commercial Letter of Credit-Advised number (issuing bank’s number) • Name of issuing bank • Name and address of second beneficiary • Name and address of second beneficiary’s advising bank • Amount to be transferred If we approve the transfer, we will place the appropriate endorsement on the Commercial Letter of Credit-Advised and send it to the second beneficiary or send the second beneficiary a transferred letter of credit document prepared by us. The second beneficiary will have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. For any transfer, you must provide us the original Commercial Letter of Credit-Advised and any existing amendments. You understand that we may, at our sole discretion, refuse to approve any full or partial transfer to a second beneficiary. You acknowledge that due to conditions of the original Commercial Letter of Credit-Advised, certain proprietary information may be disclosed to the second beneficiary and/or to the buyer under the original Commercial Letter of Credit-Advised. We will have no liability to you in the event of such disclosure and, in such event, you will indemnify and hold us harmless from all claims of third parties. You acknowledge that your rights as beneficiary in the original Commercial Letter of Credit-Advised (up to the amount shown in your request with respect to partial transfers) are irrevocably transferred to the second beneficiary(ies) who shall have sole rights (but only up to the amount shown in your request in the case of a partial transfer). In that connection, your approval is not required for us to honor a discrepant presentation made by the second beneficiary. For our transfer fee, we may debit your account(s) with us, which you may designate subject to our reasonable approval. You also agree to pay us on demand any expenses which may be incurred by us in connection with this transfer. INFORMATION REPORTING AND IMAGE ACCESS We will make available to you, subject to the terms of the Information Reporting section of this Booklet, reports including, but not necessarily limited to, standby letter of credit transactions issued and/or advised, commercial letter of credit transactions issued and/or advised, bankers’ acceptances, collections and open account transactions, as more fully described in the applicable User Documentation. We will also make available to you images including, but not necessarily limited to, your relevant documents as they relate to your letter of credit transactions, collections and open account transactions, as more fully described in the applicable User Documentation. SUPPLEMENTAL CD-ROM/ DVDs SOFTWARE LICENSE PROVISIONS This section supplements the Software License Agreement, entered into between you and us as a supplement to the Software License section of the Booklet, with respect to Software we provide for the Image Services, under which we provide you with CD-ROM/DVDs, and shall control in the event of conflict between it and the balance of the Software License Agreement. This section does not apply to the Image Lockbox Service. If we provide you a CD-ROM/DVD which contains a media defect or is unreadable in its entirety, you must notify us in writing of such defect within 30 days after the CD-ROM/DVD creation date appearing on the CD-ROM/DVD. If you provide us with such notice within such time period, we will use reasonable efforts to replace the CD-ROM/DVD. You acknowledge and agree that this shall be our sole obligation and your sole remedy with respect to any such defects in the CD-ROM/DVD. Notwithstanding anything to the contrary in the Suspension and Termination section of the Booklet, if an Image Service under which we provide you with CD-ROM/DVDs is terminated for a reason other than your breach of any terms and AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 47 CONFIDENTIAL ©Bank Of America Corporation conditions in this Amendment, you may continue to use the Software and Materials for such Service after termination of such Service for six months, or for such longer period as Bank approves, subject to the terms of this section or such other software license agreement as we, at our election, require you to sign for this purpose. At the end of such six-month or longer period, the license for your use of such Software and Materials will then terminate automatically SUPPLY CHAIN SUPPLY CHAIN BUYER Our Electronic Trade Services Supply Chain Service permits you electronically to (1) upload invoices that you have approved for payment, (2) make these uploaded invoices available to your vendor for early financing, (3) make payments on these uploaded invoices and (4) inquire and report on the status of these uploaded invoices. Invoice Upload. You will electronically transmit to us, in accordance with applicable User Documentation, files of invoices that you have approved for payment on a future date and which you wish us to make available to your vendors for early financing. The electronic files will be in such format(s) and transmitted through such channel(s) as you have selected and we have approved. Approval of Uploaded Invoices and Payment. Once invoices have been made available to the vendor, we will, at our discretion, respond to their request for early financing and will pay the vendors accordingly. On the maturity date of the invoice, we will collect funds from the account you have designated. If your vendor decides not to discount an invoice, you will, at maturity date, make payment to them through us. Reporting. Information reporting is available to you on the status of each invoice and payment related to each such invoice as further described in the applicable User Documentation. SUPPLY CHAIN SELLER Our Electronic Trade Services Supply Chain Service permits you electronically to (1) select invoices that you wish to be considered for early financing and (2) inquire and report on the status of these selected invoices. Invoice Selection. You will have visibility into approved invoices that are available for discounting which you can group together and electronically request us to finance. On receipt of a request from you, we will discount these invoices at an agreed upon rate from the date of discount until maturity. We are not obligated to discount each invoice, and will treat them on a case by case basis. If you decide not to discount an invoice, you will, at maturity date, receive payment from your buyer through us. Reporting. Information reporting is available to you on the status of each invoice and payment related to each such invoice as further described in the applicable User Documentation. With regards to all Services covered by our Electronic Trade Services Supply Chain Service, more detailed terms and conditions can be found in the applicable Supply Chain Service Documentation to be entered into by you, us and your vendor or buyer, as applicable. To the extent a conflict exists between this Booklet and the applicable Supply Chain Service Documentation, the terms and conditions in the Supply Chain Service Documentation will govern. SUPPLEMENTAL LIMITATION OF LIABILITIES AND INDEMNIFICATION FOR ALL ELECTRONIC TRADE For each Electronic Trade Service, this section supplements the Limitation of Liability section of this Booklet. You have sole responsibility for determining the level of security you require and assessing the suitability of the security procedures for these Services. We have no duty to investigate the authenticity of any application, instruction or other communication you provide us using an Electronic Trade Service. Also, we will have no liability to you for acting upon any application, amendment or other communication purportedly transmitted by you, even if such application, amendment or message: • Contains inaccurate or erroneous information. • Constitutes unauthorized or fraudulent use of an Electronic Trade Service. • Includes instructions to pay money or otherwise debit or credit any account. • Relates to the disposition of any money, securities or documents. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 48 CONFIDENTIAL ©Bank Of America Corporation • Purports to bind you to any agreement or other arrangement with us or with other persons or to commit you to any other type of transaction or arrangement. We are authorized, but not obliged, to rely upon and act in accordance with any application, instruction, consent or other communication by fax or other electronic transmission (including without limitation any transmission by use of our Software or a Website) received by us purporting to be a communication on your behalf without inquiry on our part as to the source of the transmission or the identity of the person purporting to send such communication. We are also authorized, but not obliged, to rely upon and act in accordance with any application, instruction, consent or other communication by telephone, purporting to be a communication on your behalf by an authorized person designated by you. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 49 CONFIDENTIAL ©Bank Of America Corporation General Provisions THE ENTIRETY OF THIS GENERAL PROVISIONS SECTION OF THIS BOOKLET TOGETHER WITH THE APPLICABLE SERVICE SECTIONS HEREIN FORMS THE AGREEMENT BETWEEN YOU AND US WITH RESPECT TO THE SERVICES DEFINED THROUGHOUT THIS BOOKLET. ACCESSING SERVICES VIA THE INTERNET We may make certain Services available via one or more Websites. In addition to any other terms and conditions applicable to your use of such Websites, you agree as follows: We reserve the right to suspend your access to, and use of, a Website upon notice of a violation of any of the terms and conditions applicable to such access and use. In addition, we may suspend your access to, and/or use of, a Website immediately, or revoke the access of any authorized user or administrator, without notice where such action may be required to prevent interference with or disruption to services to other customers, to protect the integrity of our systems, as a result of a failure to comply with any requests for information or documentation, or as may be required by law or regulation. Websites shall be used only for lawful purposes. Without limiting the foregoing, you agree not to use a Website in any way that would: • infringe any third party copyright, patent, trademark, service mark, trade secret or other proprietary rights or rights of publicity or privacy • be fraudulent or involve the use of counterfeit or stolen items • violate any law, statute, ordinance or regulation (including, without limitation, those governing export control, unfair competition, anti-discrimination, defamation or false advertising) • violate any contractual provision by which you are bound • be false, misleading or inaccurate • create liability for us or any service provider(s) or cause us to lose (in whole or in part) the services of any service provider • be defamatory, trade libelous, unlawfully threatening or unlawfully harassing • interfere with or disrupt computer networks connected to the network(s) used by you • interfere with or disrupt the use by any other customer of the Website and/or of any services accessed via the Website Violations of system and network security are prohibited, including but not limited to unauthorized access to, or use of, systems or data. You agree not to attempt to probe, scan or test the vulnerability of a system or to breach security or authentication measures or to seek to interfere with any system or network security. We will investigate violations of system and/or network security and may involve law enforcement if criminal conduct is suspected. Indirect or attempted violations of these terms and conditions by you, and any actual or attempted violations by a third party on your behalf, shall be considered violations by you. You agree to follow all our procedures and requirements with respect to security in accessing and using a Website and not to misrepresent your identity. Where passwords or other access information may be required, you are solely responsible for the security of such access information and will hold us harmless from any unauthorized access to or use of systems that may result from your failure to properly maintain the security of such access information. You agree to cooperate with us and any service provider(s) with regard to your access to, and use of, a Website, including providing such technical assistance and information as we may reasonably request. You agree to access and use Websites only for the purpose intended and not for any purpose of commercial exploitation. CHANGES TO A SERVICE You may request us at any time to change the processing instructions for any Service. We are not obligated to implement any requested changes until we have had a reasonable opportunity to act upon them. In making changes, we are entitled to rely on AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 50 CONFIDENTIAL ©Bank Of America Corporation requests purporting to be from you. For certain changes, we may require that your requests be in writing, in a form and manner acceptable to us, or be from an authorized person you designate. In addition, certain requests for changes may be subject to our approval. We may change, add or delete any of the terms and conditions applicable to any or all Services upon 30 days prior notice to you in writing or by electronic means. Your continued use of or failure to terminate any Service, after the effective date of the change, will indicate your agreement to the change. COMMUNICATIONS Any written notice or other written communication to be given under the terms of this Booklet will be addressed to the applicable address specified on the Authorization and Agreement form you return to us, except as you or we specify otherwise in writing in conjunction with your accounts or particular Services. Notices are effective upon receipt, except as otherwise provided in this Booklet or any Materials. You agree that we may electronically monitor and/or record any telephone communications with you in those countries which permit that practice. If our records about any such communication are different from yours, our records will govern. If you choose to use unencrypted electronic mail to initiate payment requests or other instructions or otherwise communicate with us, your use of such electronic mail with respect to a Service will be subject to the terms and conditions of this Booklet and will comply with the applicable User Documentation. You further agree to bear the risk that such electronic mail may be corrupted, modified, garbled or hacked or its confidentiality may be breached by a third party and the risk that we will rely on such mail, which appears to be from you but which is unauthorized, and that such reliance will result in a loss. In addition, you agree that we may rely on the integrity of facsimile transmissions that you send us and you agree to bear the risk that the information we receive differs from that sent to us, and that such reliance will result in a loss. CONFIDENTIALITY OUR OBLIGATION We will maintain the confidentiality of information obtained from you in connection with Services we provide under this Booklet in accordance with our normal procedures for safeguarding customer information and the policy reflected in the Bank of America Corporation Code of Ethics, except as otherwise provided herein. YOUR OBLIGATION You acknowledge our claim to proprietary rights in the Materials and that the Materials constitute our “trade secrets” or trade secrets of our licensors or vendors. You understand that all Materials are confidential and you will: • Safeguard the Materials at all times. • Establish and maintain procedures to assure the confidentiality of the Materials and any password or code subsequently changed by you. • Use the Materials only for the purposes for which we provide them. • Notify us promptly by telephone, confirmed in writing, if any Materials are lost or their confidentiality is compromised. • You will not, nor will you allow anyone else to, do any of the following without our prior consent: • Disclose any Materials to any person or entity, except to your employees and agents with a need to know the Materials. • Make any copies, in whole or in part, of any Materials in whatever form or medium (electronic, printed or otherwise) in which they may exist from time to time, except as provided in the Software License section. • Translate, reverse engineer, disassemble or decompile any Software or security devices. These confidentiality obligations continue after a Service you are using is terminated. You have sole responsibility for the custody, control and use of all Materials. You agree that no individual will be allowed to initiate a request or other instruction contemplated in this Booklet or to have access to any Materials without proper supervision and strict security controls. If a Service requires use of user identification codes or passwords, we will be fully protected in relying on the correct user identification codes and passwords, as described in the relevant User Documentation. GENERAL AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 51 CONFIDENTIAL ©Bank Of America Corporation This section does not limit either party’s ability to disclose information (i) that the other party has approved by prior writing for disclosure; (ii) that is disclosed to its professional advisors or auditors; (iii) that is or becomes public other than through a breach of these confidentiality obligations, (iv) that was in its possession or available to it from a third party prior to its receipt of it in connection with any Service, (v) which is obtained by it from a third party who is not known by it to be bound by a confidentiality agreement with respect to that information, (vi) as required or requested by any securities exchange or regulatory body to which either party is subject or submits or (vii) as otherwise required to be disclosed by law or by legal or governmental process. In addition, you agree (i) that we may disclose to our offices, affiliates, officers, employees and agents with a need to know any information we obtain about you and (ii) that those offices, affiliates, officers, employees and agents may disclose such information as permitted under the immediately preceding paragraph. You acknowledge and agree that data processing related to Services covered by this Booklet and your associated accounts, or the partial or complete delivery of certain Services, may take place in countries other than those where you and your accounts with us are located. You further understand that information concerning your relationship with us may be available on our electronic data system both for information management purposes and in order to enable you to benefit from our electronic banking services. You understand and agree that, as a result, your banking relationship information may be available to some of our offices, affiliates, officers, employees and agents outside the country or countries where you and your accounts are located. You authorize us to transmit your banking relationship information across national borders, notwithstanding the banking secrecy laws of any of the countries involved, as necessary or appropriate to provide any Services. It is possible that in providing the Services we will transmit Personal Data. We will only transmit Personal Data to our locations, to locations of our affiliates or to others in order to provide the Services. We may contract with others to provide data transmission or storage services to us. In that case, we will require that they treat Personal Data solely in accordance with our instructions. You agree to comply with any directions we may give you from time to time with respect to the Personal Data. Neither party will use the other’s name or refer to the other party directly or indirectly in any solicitation, marketing material, advertisement, news release or other release to any publication without receiving the other party’s specific prior written approval for each such use or release, except that we may use your name as a reference in service proposals if we obtain your prior oral approval for such use. In addition, the Bank may develop and use case studies related to and describing completed transactions between Bank and Client (the “Case Study”) and use the Case Study in Bank’s service proposals, marketing materials and Website. Prior to publishing or distributing the Case Study, Bank will provide a copy of the Case Study to Client for review and consent. This section also does not limit our ability or that of our affiliates to access and use transaction data related to any Service provided to you in connection with the management of our or their business. These obligations continue after any Service you are using is terminated. CURRENCY EXCHANGE RATES If a transaction does not contain currency exchange rates obtained from our daily rate sheet or from one of our FX Advisors, then your funds will be exchanged for such other currency at a current rate of exchange on or before the transfer or debit date, as the case may be, in accordance with our normal procedures (including applicable User Documentation). If we assign an exchange rate to your transaction, such exchange rate will be determined by us in our sole discretion based upon such factors as we determine relevant, including but not limited to, market conditions, exchange rates charged by other parties, desired rates of return, market risk, credit risk, and other market and economic factors. You acknowledge that exchange rates for retail and commercial transactions, and for transactions effected after regular business hours and on weekends, are different from the exchange rates for large inter-bank transactions effected during the business day, as reported in The Wall Street Journal or elsewhere. Exchange rates offered by other dealers, or shown at other sources (including online sources) may be different from our exchange rates. You acknowledge that assigned exchange rates may include fees, costs, charges or other mark ups as determined by us in our sole discretion. We do not accept any liability for our exchange rates, Any and all liability for our exchange rates is disclaimed, including without limitation, direct, indirect or consequential loss, and any liability if our exchange rates are different from rates offered or reported by third parties, and/or offered by us at a different time, at a different location, for a different transaction amount, or involving a different payment media (including but not limited to bank-notes, checks, wire transfers, etc.).You should assume we have an economic incentive to be a counterparty to AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 52 CONFIDENTIAL ©Bank Of America Corporation any transaction with you. Currency exchange rates fluctuate over time, and you acknowledge and accept the risks of such fluctuations: (i) in the case of Requests, between the time you initiate a Request and the time the transfer is either completed or is unwound due to a cancellation, amendment, rejection or return, (ii) in the case of checks, between the time you request us to create a check and the time we debit your account to cover such check and/or the time we re-credit your account if the check is stopped in accordance with the applicable stop payment procedures and (iii) in the case of drafts, between the time you print a draft, or request us to print a draft, and the time we transfer funds from your account to cover such draft. PRE-HEDGING DISCLOSURE: From time to time in connection with our market making and other activities, we may engage in pre-hedging activities to facilitate customer transactions and hedge the associated market risk. Such trading may include pre-execution hedging transactions. These transactions will be designed to be reasonable in relation to the risks associated with the potential transaction with you. However, no assurance can be given that these transactions will not affect the price of the underlying currency. In each of these instances, our trading activity could affect the market for the relevant currencies and consequently, your cost or proceeds, When our hedging and risk liquidation activity is completed at prices that are superior (or inferior) to the agreed upon execution price or benchmark, we will keep the positive (negative) difference as a profit (loss) in connection with the transactions. You will have no interest in any profits. NOTICE OF ACCOUNT STATEMENT DISCREPENCIES Information concerning payments and other transactions on your accounts will be reflected in your account statements and, in some cases, in the form of written or electronic advices or reports that are produced by the Service and/or through the use of other Services provided by us to you. You must send us written notice, with a statement of relevant facts, within 14 days after you receive the first notice or statement indicating a discrepancy between our records and yours. If you fail to give the required notice, we will not be liable for any loss of interest or for compensation for any other loss or cost relating to an unauthorized or erroneous debit to your accounts or any other discrepancy reflected in the notice or account statement. You must notify us promptly by telephone or other electronic means approved by us for such purpose, and promptly confirm such notice in writing, of information concerning an unauthorized or erroneous debit to your accounts if you learn about or discover it from any source other than a statement, advice or report from us. E-STATEMENTS If you use a Website, you will receive e-Statements electronically, unless you opt out. If you are not currently receiving e- Statements, we reserve the right to switch you to receipt of e-Statements unless you notify us that you wish to opt out. You may opt out by contacting your treasury services representative. You agree that this Booklet constitutes an agreement under the Uniform Electronic Transactions Act pursuant to applicable state law. FACSIMILE SIGNATURES In some countries, businesses use a variety of techniques to produce a facsimile signature manually or by means of a device or machine (each generally called a facsimile signature) as a convenient method for signing checks, documents and other items. If you choose to use a facsimile signature, you must provide us with a specimen of each facsimile signature. You are responsible for any withdrawal from your deposit account that bears or reasonably appears to us to bear your facsimile signature, regardless of by whom or by what means the signature was placed on the check. If you choose to use a facsimile signature, you are responsible, and we may pay a withdrawal and debit your account for any such withdrawal, even if (i) you have not presented us with a specimen facsimile signature; (ii)the size, color or style of the check is different from that of the check you use; or (iii) the size, color or style of the facsimile signature is different from that of the facsimile signature you use. You are responsible for taking security measures and implementing procedures to prevent the forgery, theft or fraudulent or unauthorized use of your facsimile signature. THIRD PARTY VENDORS This section describes the terms and conditions under which you are permitted to utilize any Subsidiary or other person, including a Third Party Vendor, to access any of the Services provided to you by us (which may include the Third Party Vendor’s receipt, access to, and/or handling of any related sensitive information) through the use of a remote access software package, a Website, data file transmission, mail delivery service, mobile access or telephone, as applicable. SUPPLEMENTAL LIMITATION OF LIABILITIES AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 53 CONFIDENTIAL ©Bank Of America Corporation We will not be responsible for the acts or omissions of you or your officers, employees or agents, including any Third Party Vendors retained by you (including but not limited to the amount, accuracy, timeliness or authorization of any instructions or information) or the acts or omissions of any other person or entity, including but not limited to any clearing house association or processor, any U.S. Federal Reserve Bank or any other country's central bank, any other financial institution or any Supplier, and no such person or entity will be deemed our agent. If you permit any Subsidiary or other person, including a Third Party Vendor, to access any of the Services provided to you (which may include the Third Party Vendor’s receipt, access to, and/or handling of any related sensitive information or PHI) through the use of a remote access software package, a Website, data file transmission, mail delivery service, mobile access or telephone, we will not be responsible or liable for such Subsidiary’s, person’s or Third Party Vendor’s use or misuse of the Services or related accounts or any such party’s access to, use, misuse or loss of any PHI or other sensitive information; provided we have complied with any applicable Security Procedure.. We may and will treat all instructions and information received by us through this arrangement as provided by and for the benefit of you and subject to all our rights under this Booklet with respect to the pertinent Services. THIRD PARTY VENDOR USAGE OF TREASURY SERVICES YOUR REPRESENTATIONS, WARRANTIES, AND AGREEMENT SURROUNDING THIRD PARTY VENDORS. You represent and warrant to us that you obtain a business benefit by allowing a Third Party Vendor to use, on your behalf, one or more of the Services provided to you by us (which may include the Vendor’s receipt, access to, and / or handling of any related sensitive information or PHI), and that you have made available to each Third Party Vendor the Booklet and all applicable User Documentation. You will provide and maintain a list of all such Third Party Vendors in a form and in a manner acceptable to us. We may act under the Booklet as a Third Party Vendor instructs us and you agree that such Third Party Vendor will be acting as your agent with respect to the Services. You further agree that you will cause a Third Party Vendor to use the Services on your behalf in accordance with the terms and conditions of the Booklet and all applicable User Documentation and that such Third Party Vendor shall have no other right to use a Service or to derive any benefit under the Booklet. You agree that you are fully responsible for ensuring that all appropriate information protection, privacy, and cross border data movement and similar policies and procedures are implemented and followed by all such Third Party Vendors used by you, and that they comply at all times with applicable law. You shall provide us with information about any such Third Party Vendor as we reasonably request. You will indemnify us and hold us harmless from and against any and all liabilities, losses, claims, costs, expenses and damages of any nature (including but not limited to the allocated cost of staff counsel, reasonable attorneys’ fees and any fees and expenses incurred in enforcing the Booklet) (cumulatively, a “Loss”) in any way relating to any action or inaction of a Third Party Vendor, unless such Loss is attributable to our gross negligence or intentional misconduct. We may, at our sole discretion, either decline to act upon any instruction or communication received from any Third Party Vendor or terminate or suspend your use of the underlying Service, if, in our sole discretion, we determine that a Third Party Vendor may pose a risk to our operations or a Third Party Vendor or you breach any term herein or the applicable User Documentation. In the event you terminate your relationship with a Third Party Vendor it is your sole responsibility to terminate such Third Party Vendor’s access to the Services (including access to any related PHI or other sensitive information). In the event of a conflict between like terms in another agreement between you and us, then the terms of this section shall prevail, but only to the extent necessary to resolve such conflict. GENERAL MATTERS AGREEMENT This Bookelt is attached to the City of Fresno’s Banking Services Agreement and is made a part therein as Exhibit C. GENERAL OBLIGATIONS We are responsible only for performing the Services expressly provided for in this Booklet. We may contract with an outside vendor in providing any of these Services. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 54 CONFIDENTIAL ©Bank Of America Corporation With respect to any Service, we will provide you with assistance by telephone at the numbers and during the hours specified by us in writing from time to time. You are responsible for maintaining the security of your data and ensuring that it is adequately backed-up. We are not responsible for your loss of your data. ORAL INSTRUCTIONS Except as otherwise provided in this Booklet with respect to compliance with any applicable Security Procedure, we may rely on oral instructions from any person who identifies himself or herself by a name which is included on a written list from you of persons authorized to give such instructions. You will update this list from time to time as necessary to reflect any changes in authorized persons. Except as otherwise expressly stated in this Booklet, we are not required to act on any instruction from any person or to give notices to any person. SEVERABILITY; NO WAIVER If any provision of this Booklet or the application of any such provision to any person or set of circumstances is determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Booklet, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, are not impaired or otherwise affected and continue to be valid and enforceable to the fullest extent permitted by law. No delay or failure to exercise any right or remedy under this Booklet is deemed to be a waiver of such right or remedy. No waiver of a single breach or default under this Booklet is a waiver of any other breach or default. Any waiver under this Booklet must be in writing. GOVERNING LAW With respect to each Service, this Booklet is governed by and interpreted according to the laws of the State of Caiifornia. SECURITY PROCEDURE You agree to use the applicable Security Procedure as described in the Materials in connection with your use of a Service for your data delivery type or Service for the purpose of verifying the authenticity of any (i) electronic funds transfers or payments instructions, including, without limitation, cancellations, amendments or reversals thereto; and (ii) any instructions, data, transactions or other information sent between you and us (collectively “transactions”). The purpose of the Security Procedure is to verify the authenticity of any such transactions between you and us or our third party processor and not to detect any errors in the transmission or content of any such transactions. Each time you use a Service, you represent and warrant that, in view of your requirements, the Security Procedure is a satisfactory method of verifying the authenticity of any such transactions. You agree that we or our third party processor may act on any transactions, the authenticity of which we or our third party processor, as applicable, have verified through use of the Security Procedure. You agree that we may act on transactions, including, without limitation, electronic funds transfers and payments requests, even if they are unauthorized, if we act in good faith and comply with the applicable Security Procedure and any written agreement with you restricting our action on such transactions. In such cases, we may enforce or retain your payment to us for such transactions; provided, however, we may not enforce or retain payment if you prove that the unauthorized transactions were not caused by a person (i) entrusted at any time to act for you with respect to any such transactions or the applicable Security Procedure, (ii) who obtained access to your premises, computer equipment or transmitting facilities or (iii) who obtained, from a source controlled by you, information (such as keys and passwords) which facilitated breach of the applicable Security Procedure. LIMITATION OF LIABILITIES ALL SERVICES OTHER THAN ELECTRONIC FUNDS TRANSFER SERVICES We are liable to you only for actual damages incurred as a direct result of our failure to exercise reasonable care in providing a Service. ELECTRONIC FUNDS TRANSFER SERVICES For Requests and Entries which are subject to UCC 4A, we are liable only for damages required to be paid under UCC 4A or the Fedwire Regulations, as applicable, except as otherwise agreed in this Booklet. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 55 CONFIDENTIAL ©Bank Of America Corporation For all Requests and Entries not subject to UCC4A and for all other obligations under the Electronic Funds Transfer Services sections, our liability is limited to actual damages, resulting directly from our willful misconduct or our failure to exercise reasonable care, not exceeding the following, as applicable: (i) in case of an excessive debit to your account, the amount of the excess plus compensation equivalent to interest; (ii) in case of payment to an account not specified by you, the amount of the payment plus compensation equivalent to interest; (iii) in case of any delay in crediting a debit Entry or RCC to your account, the amount of compensation equivalent to interest for the period of delay; or (iv) in all other cases, the actual damages incurred by you. You will use reasonable efforts to assist us in recovering the amount of any overpayment for which we are liable. If we are obligated to pay interest compensation, we will pay such compensation or credit your account, as we determine, upon your written request. We calculate compensation for the relevant period as specified in the Account Agreement or as advised by your customer services representative. If you transmit a Request to us by way of a funds-transfer system or other third-party communications system not specifically required by us, the system is deemed to be your agent for that purpose. We are not liable to you for any discrepancy between the terms you transmit to such system and the terms it then transmits to us. ALL SERVICES In no event will we be liable for any indirect, consequential or punitive loss, damage, cost or expense of any nature or any economic loss or damage, expense and loss of business, profits or revenue, goodwill and anticipated savings, loss of or corruption to your data, loss of operation time or loss of contracts, even if advised of the possibility of such loss, damage, cost or expense. We will not be responsible for the acts or omissions of you or your officers, employees or agents (including but not limited to the amount, accuracy, timeliness or authorization of any instructions or information from you) or the acts or omissions of any other person or entity, including but not limited to any clearing house association or processor, any U.S. Federal Reserve Bank or any other country's central bank, any other financial institution or any Supplier, and no such person or entity will be deemed our agent. If you permit any Subsidiary or other person to access one of our Service installations on your premises through use of a remote access software package, we will not be responsible or liable for such Subsidiary or person’s use or misuse of our Services or access to accounts owned by you and for which you did not authorize that Subsidiary or person to have access via your installation. We may and will treat all instructions and information received by us through this arrangement as provided by and for the benefit of you and subject to all our rights under this Booklet with respect to the pertinent Services. We will not be liable for and will be excused from any failure or delay in performing our obligations for any Service if such failure or delay is caused by circumstances beyond our control, including any natural disaster (such as earthquakes or floods), emergency conditions (such as war, riot, fire, theft or labor dispute), legal constraint or governmental action or inaction, breakdown or failure of equipment (including Internet failure), breakdown of any Supplier, or your act, omission, negligence or fault. We also will not be liable for any failure to act on our part if we reasonably believed that our action would have violated any law, rule, regulation or court order or decree. OVERDRAFTS With respect to a Service, we may, at our sole discretion, allow an overdraft to occur in your account. Except as we agree or advise you otherwise in writing, you must repay us immediately, without demand, the amount of such overdraft plus any overdraft charges. In such cases, the fact that we previously allowed an overdraft to occur does not obligate us to do so in the future. Additional terms and conditions contained in your Account Agreement may apply. PAYMENT FOR SERVICES You must maintain and designate account(s) with us which we will use for debiting or crediting with respect to all payments and deposits and related adjustments and charges. Except as otherwise provided, you must have Collected and Available Funds on deposit in your account(s) sufficient to cover such obligations. For purposes of satisfying your payment obligations, we may consider any overdraft line of credit or other arrangement you have with us. SERVICE CHARGES AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 56 CONFIDENTIAL ©Bank Of America Corporation You will pay us for each Service you use according to our schedule of charges currently in effect for you, except as we agree otherwise (in writing) from time to time. At your request, we will provide you a copy of the current schedule of charges for the applicable Service. All charges are subject to change upon 30 days prior written notice to you (unless otherwise agreed in writing), except that any increase in charges to offset any increase in fees charged to us by any Supplier for services used in delivering any Service may become effective in less than 30 days. You will pay us for Software support in excess of that contemplated in the General Provisions sections of this Booklet. The charges for such extra support will be as specified by us before such charges are incurred or as otherwise agreed by you and us from time to time. We will, on a monthly basis, debit your account with us for payment of charges due, unless you arrange another payment procedure acceptable to us. TAXES All Service charges are exclusive of sales, value-added and use taxes, stamp and other duties and other governmental charges imposed on any Service or Materials and not based on our net income. Such taxes, duties and charges are payable by you. PROTECTION FROM THIRD PARTIES Intentionally Deleted. REPRESENTATIONS AND WARRANTIES On and as of each day we provide any Service to you, you represent and warrant to us that: • Your agreement to each provision contained in this Booklet is a duly authorized, legal, valid, binding and enforceable obligation. • The debiting of any account as provided in this Booklet is not inconsistent with any restriction on the use of that account. • All approvals and authorizations required to permit the execution and delivery of the Agreement and Authorization form and any other necessary documentation, and the performance and consummation by you of the transactions contemplated under each Service, have been obtained, including but not limited to due authorization from each applicable third party to allow you to transfer funds and access information from such party’s account. • Neither your performance of your obligations nor your use of any Service will facilitate illegal transactions, for example those prohibited by the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 et seq., or otherwise violate any law, rule, regulation, judgment, decree or order applicable to you. • The Services you receive pursuant to this Booklet are for business use only and are not primarily for personal, family or household use. • There is no lawsuit, tax claim or other dispute pending or threatened against you which, if lost, would impair your financial condition or ability to pay us under the terms of this Booklet. RESOLUTION OF DISPUTES We try to resolve our clients’ Service problems or disputes as quickly as possible. In most cases, we can resolve a problem by telephone. Any dispute or controversy concerning your use of Services described in this Booklet will be decided by a judge without a jury in a United States of America federal or state court (except as you and we expressly agree otherwise in writing). This means that in these instances you waive any right to a trial by jury in any action or proceeding and agree that such action or proceeding will be tried before a judge without a jury. Either you or we may exercise self-help remedies or obtain provisional or ancillary remedies from a court. You or we may exercise or obtain these remedies at any time, even while the arbitration or trial by a judge is pending. By exercising or obtaining any such remedies, neither you nor we waive the right to request that a dispute or controversy be decided by arbitration or trial by a judge. SOFTWARE LICENSE AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 57 CONFIDENTIAL ©Bank Of America Corporation This section applies to all Software we provide to you after you return the Agreement and Authorization form unless we provide you a separate license agreement for specific Software (including a “click-wrap” Software license you may obtain from us by downloading from our Website). LICENSE For each Software application we provide to you for one or more Services, we grant you a non-exclusive, revocable, non- transferable license for the use of that Software and any Materials related to the Software that we provide to you. Each license is granted solely for use in object code form only in connection with one or more Services. You may use the Software only in accordance with the applicable User Documentation. The Software, its source code, the Materials and all copyright, patent, trademark, trade secret and other rights in them are and will remain the exclusive property of us or our licensors. You will secure and protect the Software and Materials (including all copies) in a manner consistent with the maintenance of our rights and those of our licensors. In order to protect those rights, you will reproduce and incorporate copyright notices and all other proprietary legends prescribed by us in any permitted copies. You may not remove, obscure or otherwise tamper with or alter any such notices or legends affixed to or otherwise contained in the Software or Materials (or copies). You will also take appropriate action to instruct and obligate your representatives who are permitted access to the Software and/or Materials (including copies) to comply with your obligations to protect the Software and Materials. We are obligated to provide you only with those updates, upgrades or new releases of Software which we make generally available to our other customers who license the same Software. Any corrections, updates, upgrades or new releases that we provide to you must be installed by you promptly or by such later time as we specify, and will be deemed part of the Software upon delivery to you. We will provide support only for the most current version of Software we have provided to you. You will, at your expense, cause a computer to be installed and kept in good condition and working order at your site for use of the Software. The computer and its components must be equipment which is acceptable, as specified by us from time to time. At our option, we may assist you with the installation of Software on your computer and/or with the training of persons who will use the Software, but we will not bear any responsibility for (i) such training or (ii) the proper installation or use of the Software. Except as you and we may agree otherwise, you will be deemed to have accepted the Software upon its installation. If we have provided you with Software to be installed on your computer, you may not install the Software on more than one computer or electronically distribute it to any other computer, without our prior written approval and the payment of any fees that we may assess. You may move the Software to another computer replacing the one on which the Software was originally installed or to another site, but only after you give us notice, in writing or by electronic means approved by us for such purpose, specifying the new computer and site. If we have provided you with Software to be installed on your network server, you may not electronically distribute, or allow anyone else to electronically distribute, the Software except from the network server on which it is installed to workstations on that network. You will provide us notice, in writing or by electronic means approved by us for such purpose, each time you install the Software on more than one computer (subject to our prior written approval) or electronically distribute the Software to a workstation on that network, as applicable, in each case indicating the location and the date of such installation or distribution. You may not (i) sell, assign, transfer, license, sublicense or publish the Software or Materials (including any permitted copies), (ii) disclose, display or otherwise make available the Software or Materials (including any permitted copies) to third parties, or (iii) copy, or allow anyone else to copy, the Software or Materials, without our prior written approval, except that you may make two copies of the Software for backup and/or archival purposes. In the event that we provide you with our prior written approval to make an additional copy of the Software, you will (i) pay us any fees assessed by us and (ii) provide us notice, in writing or by electronic means approved by us for such purpose, of the location and the date of such copy. You will provide us with reasonable access to the Software and Materials at your site to provide assistance or to verify the status or location of the Software and Materials. In addition, we may audit your site and have access to the Software and Materials provided to you to confirm compliance with this Software License section. Furthermore, we may audit your site and have access to such Software and Materials if you fail to provide us with any notices or reports, or if we reasonably believe you are using unauthorized copies of the Software and/or Materials, using the Software and/or Materials in an unauthorized manner, and/or otherwise failing to comply with any of the terms and conditions of this Booklet. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 58 CONFIDENTIAL ©Bank Of America Corporation You may not alter, repair, modify or adapt any Software or Materials, including, but not limited to, translating, reverse engineering, decompiling, disassembling or creating derivative works from it. You will inform our client support unit of all errors, difficulties or other problems with the Software of which you become aware. We may make reasonable efforts to fix or provide workarounds for any material errors reported to us and to provide you with support and consultation concerning the Software. Any such efforts, support and consultation will be determined by us, in our sole discretion. You will cooperate with us in the expeditious resolution of such errors, difficulties or other problems by providing us, on request, a listing of input, output and all other data which we may reasonably request in order to reproduce operating conditions similar to those present when such errors, difficulties or other problems were discovered. Your license to the Software and Materials will terminate automatically if you breach a material term of this Software License section or the license, or if the Services for which you are using the Software are terminated. In addition, in the event of a breach of your confidentiality obligations with respect to the Software, we may seek any remedy provided by law or equity. LIMITED WARRANTY/DISCLAIMERS You acknowledge that the Software and Materials have not been produced to meet your specific requirements and have not been tested in every possible combination and operating environment. You are responsible for satisfying yourself that the Software and Materials are satisfactory for your purposes. You further understand and agree that we make no representation concerning the completeness, accuracy, timeliness, operation or performance of the Software and/or Materials or their compatibility with any hardware. You acknowledge and agree that the operation of the Software may not be uninterrupted or error-free and that the Software and Materials are provided on an “AS IS” basis. We warrant that the Software will substantially conform to the documentation provided with the Software for a period of 30 days after delivery to you, provided that (i) the Software has been used by you in strict compliance with the terms and conditions of this Booklet and the Materials, (ii) the Software has not been modified in any way by you, and (iii) you promptly notify us and reproduce for us any defects, errors or bugs in the Software which result in the Software not substantially conforming to such documentation. In the event that such warranty is breached, we shall, at our option, (i) use reasonable efforts to correct or work around any such defects, errors or bugs or (ii) accept return of the Software and refund any license fees paid by you for the Software. You agree that the foregoing is your sole and exclusive remedy for breach of warranty and our sole obligation in connection with the performance or operation of the Software and Materials. Except as specifically stated above and in the Infringement Indemnity subsection below and notwithstanding any other provision in this Booklet or otherwise, we make no representation or warranty, express or implied, written or oral, and, to the full extent permitted by law, disclaim all other warranties including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose, regarding the Software, the Materials, any CD-ROM/DVDs provided to you, and all other property, services or rights covered by this Booklet. To the extent permitted by applicable law, and except as otherwise provided in this section, we will not be liable for damages of any kind arising out of the provision of, use of, or inability to use, the Software and/or Materials. You agree that the United Nations Convention on Contracts for the International Sales of Goods will not apply to our provision to you or your use of any Software and/or Materials. INFRINGEMENT INDEMNITY Notwithstanding your indemnity of us in the Protection From Third Parties section of this Booklet and except as otherwise provided in this Booklet, we will defend at our own expense or settle any action brought against you to the extent it is based on a third party claim that your use of the Software and/or Materials provided by us to you pursuant to this Booklet infringe any Berne Convention country copyright or any United States of America or United Kingdom patent, trade secret or trademark of any third party, and we will pay all costs and damages finally awarded in any such action. Our obligations under this indemnity are subject to (i) reasonably prompt notice from you of any such claim or action, (ii) your not having made any admission of liability or agreed to any settlement or compromise, (iii) your providing to us, in a reasonably prompt and timely manner, the documents, information and assistance we reasonably request, (iv) our having sole AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 59 CONFIDENTIAL ©Bank Of America Corporation control of defending such claim or action You acknowledge and agree that our obligations under this indemnity are our only obligations to you with respect to any infringement claim in connection with your use of the Software and/or Materials. EXPORT CONTROLS You understand and acknowledge that any obligations that we may have to provide Software, any Materials, data, technical assistance, training and related technical data, and any media in which any of the foregoing is contained (all of which shall be collectively referred to as “Data”) will be subject in all respects to all applicable laws and regulations as shall from time to time govern the export or diversion of certain products and technology to and from certain countries. You warrant and agree that you will comply in all respects with the export and reexport restrictions applicable to the Data shipped and/or provided to you and that you will comply with all applicable laws and regulations governing the export and diversion of the Data. IMAGE SERVICES - SUPPLEMENTAL CD-ROM/DVDs SOFTWARE LICENSE PROVISIONS This subsection supplements this Software License section with respect to Software we provide for the Image Services, under which we provide you with CD-ROM/DVDs, and shall control in the event of conflict between it and the balance of the Software License section. This subsection does not apply to the Image Lockbox Service. If we provide you a CD-ROM/DVD which contains a media defect or is unreadable in its entirety, you must notify us in writing of such defect within 30 days after the CD-ROM/DVD creation date appearing on the CD ROM/DVD. If you provide us with such notice within such time period, we will use reasonable efforts to replace the CD-ROM/DVD. You acknowledge and agree that this shall be our sole obligation and your sole remedy with respect to any such defects in the CD-ROM/DVD. Notwithstanding anything to the contrary in the Suspension and Termination section of this Booklet, if an Image Service under which we provide you with CD-ROM/DVDs is terminated for a reason other than your breach of any terms and conditions in this Booklet, you may continue to use the Software and Materials for such Service after termination of such Service for six months, or for such longer period as we approve, subject to the terms of this Software License section or such other software license agreement as we, at our election, require you to sign for this purpose. At the end of such six-month or longer period, the license for your use of such Software and Materials will then terminate automatically. SUSPENSION AND TERMINATION If at any time we believe (i) that our provision of any Service to you may create a risk of financial loss for us or result in an unacceptable credit exposure to us, or (ii) that an account associated with any Service may be subject to irregular, unauthorized, fraudulent or illegal activity, we may, in our sole discretion, immediately, without prior notice to you, suspend or modify our provision of any such Service until such time that such risk, exposure, or activity is eliminated or otherwise resolved, notwithstanding anything to the contrary in this Booklet. Either you or we may terminate any or all Services upon 30 calendar days prior written notice to the other party. Notwithstanding the foregoing sentence, we may terminate any or all Services effective immediately, and we will send you notice of the termination, if any of the following occurs: • You breach any of the terms and conditions in this Booklet or any other agreement with us. • You terminate, liquidate or dissolve your business or dispose of a substantial portion of your assets. • You fail generally to pay your debts as they become due. • You, voluntarily or involuntarily, become the subject of any bankruptcy, insolvency, reorganization or other similar proceeding. • You initiate any composition with your creditors. • You experience a material adverse change in your financial condition or your ability to perform your obligations under the terms and conditions in this Booklet. • Any guaranty of your obligations to us terminates, is revoked or its validity is contested by the guarantor, or any of the events set forth in the above five bullet points attributable to you occur to the guarantor. • The account necessary to provide any Service is closed. • If a Service you are using is terminated for any reason, you will do the following: • Immediately stop using any Materials relating to the terminated Service. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 60 CONFIDENTIAL ©Bank Of America Corporation • Erase or delete any Software we have provided relating to the terminated Service to the extent it is stored in your computers. • At our option, either return to us or destroy all Materials relating to the terminated Service and certify to us that you have done so. These obligations will continue after a Service you are using has been terminated. Termination of a Service you use does not affect your payment obligations for services we provide to you before the Service is terminated, and any such termination is in addition to our other rights under applicable law and under the terms of this Booklet. Also, termination of any Service you use does not release you or us from any of our respective obligations which arose or became effective before such termination. Upon termination, all amounts owed by you and outstanding will become immediately due and payable. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 61 CONFIDENTIAL ©Bank Of America Corporation Glossary of Terms The following are some important terms that appear in this Booklet. Acceptable Payee. Your name and any other payee name you provide to us as an acceptable payee for checks to be processed under the Lockbox Services. Account Agreement. The current signature card, International Account Agreement or SAOTC and the publication(s), as amended from time to time, we provide you containing terms and conditions applicable to each deposit, savings or current account for which you use a Service. ACH Managed Processing means that all credit Entries are required to be prefunded and settlement of debit Entries will receive delayed availability as further described in the applicable User Documentation ACH Services mean those Services, including ACH Managed Processing, that allow you to transfer funds to or from your accounts by initiating Entries which may be sent through the ACH system or processed directly to accounts with us. Alias Based Identifier. Email address or mobile phone number, or other Bank approved identifier, which we may establish in our sole discretion from time to time, and used to identify a recipient and the associated bank deposit account and routing information for processing Digital Disbursement Payment Transactions to Registered Recipients. Arrives By Date. An estimated date by which a payment will arrive at the Vendor, as generated by the Service based on information you provide and the Process Date you establish for the Payment Transaction within the Service. ATM. Automated teller machine. Bank Approved Channel – Any electronic or other channel approved for use in accessing the Service as described in User Documentation. Bills. Invoices, bills and other statements of account that you receive from Vendors which you seek to pay using the Service. Bill Payment Feature. The feature of the Service whereby you request us to make a payment to a designated Vendor. We may make such payment by originating an ACH credit entry to the account of the Vendor, issuing a check drawn by you and payable to the Vendor, or by other electronic method. When we make a bill payment we will send with the payment any remittance information you provide. Bill Payment Service Provider. Any entity, which may include us, you authorize to deliver payments, remittance information and other related data from your customers to us for the Electronic Bill Payment Consolidation Services. Business Day. Each day on which the bank or bank office providing or facilitating a Service is open for business related to that Service. Cardholder. Your employee or any other person who you designate in writing and who we approve to receive a a Commercially Prepaid Card. If you or a Cardholder makes a Commercial Prepaid Card available to another party, that person will also be considered a Cardholder. Check 21. The Check Clearing Act for the 21st Century Act, 12 CFR 229 or any successor legislation. Any IRD created and deposited to your account must comply with all the requirements mandated by Check 21. Check Issuance Request. Using the Check Issuance Service, a message transmitted from you to us requesting us to issue a check on your behalf drawn on either accounts you maintain with us or accounts designated and owned by us. clearXchange™. A payment company that facilitates electronic payments by maintaining a record of the Alias Based Identifier of a Recipient and the bank name and routing number associated with such Alias Based Identifier. The term clearXchange™ as used in this Amendment includes any other payment company that provides similar services and is designated by us in the future as a service provider or payment network for use in connection with the Service. Collected and Available Funds. Funds in an account equal to the ledger balance minus float which, in our reasonable determination, are not subject to a hold, dispute or legal process preventing their withdrawal. Collector. A non-consumer that is a member of the Network and receives payments and remittance information from Disbursers. Commercial Prepaid Card. A pre-paid magnetic strip- based plastic card issued by us for a Cardholder’s purchase of goods or services or for cash withdrawals. Controlled Disbursement Account. One or more demand deposit accounts maintained by you with us and used in connection with our Controlled Disbursement Services. Controlled Disbursement Point. Each bank office designated by us through which checks issued under the AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 62 CONFIDENTIAL ©Bank Of America Corporation Controlled Disbursement Service will be cleared or routed. Currency. When used in connection with the Safe Connect Service, U.S. denominated cash and any such other currency as is set forth in the User Documentation. Disburser. A non-consumer that uses the Payment Service to send Transaction Requests to us and on whose behalf we originate an Entry to a Collector. Document Printing Request. Using the Document Printing Service, a message transmitted electronically from you to us or our third party processor requesting us to print and mail on your behalf statements, invoices and other documents. Documents. Documents that are not Bills that you wish to store and manage electronically through the Service. ECCHO. The Electronic Check Clearing House Organization. Effective Entry Date. The date specified, in accordance with the NACHA Rules, on the Entry by the Originator on which the Originator intends the Entry to be settled. (Originator is defined in the NACHA Rules.) Electronic Funds Transfer Services. ACH Services, International Electronic Funds Transfer Services and Wire Transfer Services. Electronic Image. An image conforming to the applicable industry standards for Images. Entries. Entries has the meaning provided in the NACHA Rules and also includes any data for Entries and any prenotification. EPN Rules means the Electronic Payments Network Rules of Membership and the Operating rules, or such later revisions as may be adopted, and includes, but is not limited to, the Rules pertaining to UPICs (EPN UPIC Rules), all collectively referred to as the EPN Rules. e-Statements. Statements with respect to which you opt for electronic delivery and which are selected by you as outlined in the applicable User Documentation. eUCP. The rules for electronic presentation of documents under the UCP. Federal Reserve Operating Circular 3. The Federal Reserve Board’s Operating Circular 3, Collection of Cash Items and Returned Checks. Fedwire Regulations. Subpart B of Regulation J of the Board of Governors of the Federal Reserve System of the United States of America, as amended from time to time. FX Request. A request by means permitted under the Electronic Foreign Exchange Services to enter into an FX Transaction. FX Transaction. A transaction between you and us, permitted under the Electronic Foreign Exchange Services, for the purchase of one currency in exchange for the sale of another currency (including without limitation any foreign exchange spot, swap or outright forward transaction or option), including any transaction that effects the pre-delivery, extension, rollover or splitting of such a transaction. ICL. An image cash letter. Image. An Electronic Image or a Paper Image. With regard to an Image of an original paper check, the check Image that is deposited with us pursuant to the Commercial Deposits section of this Booklet shall be a “check” and/or an “item” (as applicable) for all purposes under such Booklet section, any Account Agreement between you and us relating to the collection of checks generally, the Uniform Commercial Code, the Expedited Funds Availability Act, Regulation CC, any other federal or state check law, and federal and clearinghouse rules, to the same extent as that original is a “check” or an “item,” as applicable. International Account Agreement. A form of Account Agreement used in some countries. International Electronic Funds Transfer Services. Electronic payment services for transfers to or from your account outside the United States of America or to or from your account in the United States of America to or from an account in a different country. These services include low-value single payments as well as batch payments made according to multiple requests within a single electronic data file. Invoice Management Feature. The feature of the Service whereby you receive Bills from Vendors via the Service or whereby you upload invoices from Vendors into the Service. You may use the Service to upload and manage these Bills. IRD. When used in connection with the Commercial Deposits section of this Booklet, an “Image Replacement Document” or substitute check, as set forth in Check 21, which provides that a properly prepared substitute check that meets the requirements for legal equivalence is the legal equivalent of the original for all purposes. ISP98. The “International Standby Practices 1998” developed by the Institute of International Banking Law & Practice and endorsed and published by the International Chamber of Commerce or such later revision as may be adopted and be in effect on the date the subject standby letter of credit is issued. Legal Expenses. Reasonable lawyer's fees, allocated costs of staff counsel (unless prohibited by applicable AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 63 CONFIDENTIAL ©Bank Of America Corporation law), fees and expenses of litigation and any other fees and expenses incurred in enforcing any provision of this Booklet. Lockbox Address. The post office address we assign to you or we accept from you for the Lockbox Services. Materials. The Software, user identification codes, passwords, codes, keys, test keys, security devices, embedded algorithms, digital signatures and certificates, other similar devices and information, User Documentation and related documentation we provide to you. NACHA Rules. The rules of the National Automated Clearing House Association (including any other clearing house rules applicable to automated clearing house transactions), as amended from time to time. Network. The third-party owned PayMode® network made up of Disbursers and Payers, using the Payment and Invoice Processing Services, as well as Collectors and Billers. Notice(s). In connection with the Notification Services, notices provided by us to you that are associated with and related to the Services provided by us to you under the terms of this Bookletor other agreement between you and us. Paper Image. An Image that is a paper reproduction of the related physical check (the original paper item or substitute check created from an image of the original paper item) created with image technology. Payee Database. A database of contact information and payment routing information for Registered Payees that is operated by a third party provider (other than the Bank). Paying Agent. An entity as defined in 31 C.F.R. Section 321(i) of the U.S. Treasury Department’s regulations. Payment Account. One or more demand deposit accounts maintained by you with us and used in connection with the Service. Payment Advice. Using the Bank-Printed Drafts Services, an electronic message transmitted by you to us advising us to create a draft on your behalf. Payment Request. A request by you to us to initiate a bill payment or tax payment on your behalf to a Registered Payee by means of an electronic funds transfer payment. Payment Transaction. A request by you to us to initiate a payment on your behalf to a Recipient using a Service and/or a request by you to us to initiate a bill payment on your behalf to a Vendor by means of an ACH credit entry, other electronic funds transfer, or a check payment. Payment Transaction Request. A message transmitted electronically from you to us through the Service requesting us to initiate a Payment Transaction. Personal Data. Information we receive from you in connection with the Services consisting of an individual’s bank accounts or other financial data or identifying a living individual. PIN. A personal identification number which a Cardholder may receive when activating a Commercial Prepaid Card. Process Date. The date that you designate in the Payment Transaction Request for the processing of a Payment Transaction. Funds will be deducted from your Settlement Account on or after this date. RCK. A “Re-Presented Check Entry” as defined in the NACHA Rules. Recipient. A customer of a U.S. based bank or credit union to whom you seek to make a disbursement payment using the Service. Regulation CC. The Federal Reserve Board’s Regulation CC, Availability of Funds and Collection of Checks. Regulation J. The Federal Reserve Board’s Regulation J, Collection of Checks and Other Items by Federal Reserve Banks and Funds Transfers through Fedwire. Registered Payee. Any biller or taxing authority that registers its payment information with the Payee Database, for the purpose of receiving payments,that can be processed through the Service. Registered Recipient. A Recipient that registers with clearXchange or a bank that participates in clearXchange and provides his/her bank deposit account and routing information to be associated with his/her Alias Based Identifier. Registered Vendor. A Vendor that registers its payment information with the Vendor Database that can be accessed through the Service. Request. A request by means permitted under the relevant Wire Transfer Service or International Electronic Funds Transfer Service to transfer funds to or from a specified account or beneficiary (including standing instructions) or to amend or cancel a prior request to transfer funds. Reversal/Deletion Request. A request for a Reversal or a request to delete a previously delivered Entry. Reversals. Data for reversing Entries. For the Electronic Bill Payment Consolidation Services, it includes data from a Bill Payment Service Provider for reversing a AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 64 CONFIDENTIAL ©Bank Of America Corporation payment from one of its customers that was delivered to us by the Bill Payment Service Provider. Safe. When used in connection with the Safe Connect Service, the equipment (and related software and accessories) installed at the Safe Location and used by you for depositing Currency. The Safe counts, records and reports the Currency deposited into and accepted by it. Safe Connect Service. The service described in the Commercial Deposits section of this Booklet, whereby through your use of a Safe installed at a Safe Location, we receive Safe Feeds concerning your deposits into such Safe, and afford such deposits credit, which may be provisional, as described in this Booklet and in the User Documentation. Safe Deposits. When used in connection with the Safe Connect Service, deposits of Currency made by you and accepted into the Safe, with respect to which we have received a Safe Feed. Safe Feed. When used in connection with the Safe Connect Service, an electronic file transmission received by us from the Transportation Provider, which Feed (i) originated from a Safe, (ii) was sent from the Safe to the Transportation Provider, (iii) was then forwarded intact to us and received intact by us, and (iv) reports the purported value of all Currency accepted into the Currency validating portion of such Safe since the transmission of the last Safe Feed, or the first such Feed, as applicable. Safe Location. When used in connection with the Safe Connect Service, the location(s), to be mutually agreed by you and us, at which the Safe may be located. SAOTC. Each form of Standard Account Opening Terms and Conditions used in certain countries as an Account Agreement. Savings Bonds. U.S. savings bonds that each meet the definitional requirements set forth in the Savings Bonds Provisions. Savings Bonds Provisions. Relevant regulations and guidelines of the Bureau of Public Debt of the U.S. Department of the Treasury, the Federal Reserve Operating Circular 3, the ECCHO Operating Rules, and such other statutory, regulatory, clearinghouse, association and other requirements and terms (including image exchange rules), as applicable, regarding the acceptance, transmission, deposit, exchange and/or processing of Savings Bonds by way of the transmission of the images of such Savings Bonds. Security Procedure. Unless we agree otherwise with you, the applicable security procedure described in the Materials for your data delivery type or Service for verifying the authenticity of any (i) electronic funds transfers or payments instructions, including, without limitation, cancellations, amendments or reversals thereto; and (ii) any instructions, data, transactions or other information sent between you and us. Scheduled Payment Request. A Payment Request that you have scheduled using the Service prior to the Settlement Date. Scheduled Payment Transaction. A Payment Transaction that you have scheduled through the Bill Payment Feature prior to the Process Date. Service. With respect to a Bank of America Corporation subsidiary bank, a treasury management service provided in a specific Bank location and covered by this Booklet. Service Inbox. An electronic mail inbox that is accessible by you only through the Service and which you may use to receive Bills and Documents from Vendors. Settlement Account. One or more demand deposit accounts maintained by you with us and used in connection with the Service. Settlement Date. The date that you request that we send payments of bills and taxes initiated by you as Payment Requests. This is the date on which we will debit your Payment Account and initiate the outgoing payment. This is not the date that the payment will be received by the Registered Payee. Payee Database. A database of contact information and payment routing information for Registered Payees that is operated by a third party provider (other than the Bank). PHI: Shall have the same meaning as the term “protected health information” under the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, as amended, and its implementing regulations. Software. Web-based applications accessed via a Website and/or the programs and data files provided by us for use on a computer in connection with one or more particular Services. Standalone Account. One or more demand deposit accounts maintained by you with us that is not linked to another account as part of a treasury service relationship or that is not linked as a sub-account to another account in a treasury service relationship. Statements. Account statements, account analysis, pricing information and other information relating to account activity or services, transactional activity and/or cash management services with us and/or our affiliates. Stop Payment Request. A message you send us using the Electronic Stop Payment Services, the Check Issuance AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 65 CONFIDENTIAL ©Bank Of America Corporation and Document Printing Services or the Client-Printed Drafts Services to request that payment be stopped on a check or draft which, in the case of the Electronic Stop Payment Services, must be drawn on an eligible account you have with us. Subsidiary. Any entity in which more than 50% of the ownership interest is owned, directly or indirectly, by you. The term "Subsidiary" does not include affiliates or other entities in which 50% or less of the ownership interest is owned, directly or indirectly, by you. Supplier. Any private or common carrier communication or transmission facility, any time-sharing supplier or any mail or courier service. SWIFT. The international electronic message-transfer service known as the Society for Worldwide Interbank Financial Telecommunication. Tax Payment Instruction. An instruction by means permitted under the relevant Tax Payment Service to pay any taxes using any of the tax forms specified in the applicable User Documentation. Third Party Vendor: Any third party vendor (including but not limited to, such third party vendor’s agent, subcontractor, affiliate, representative and/or assignee) used by you to perform certain actions with respect to the Services. Transaction. The purchase or reservation of goods or services or a cash advance made or facilitated by use of a Commercial Prepaid Card. Transaction Account. One or more demand deposit accounts maintained by you with us or another financial institution and used in connection with the Payment and Invoice Processing Services. Transaction Request. Using the Payment Service, a message transmitted electronically from you as a Disburser to us or our third party processor requesting us to originate an Entry to a Collector on your behalf. Transportation Provider. When used in connection with Safe Connect Service, the armored carrier which you engage to transport Safe Currency from the Safe to the Vault Location. UCC. The Uniform Commercial Code. UCC 4A. Article 4A of the Uniform Commercial Code - Funds Transfers, as adopted by the state in the United States of America whose law applies to a Service, as amended from time to time. UCP. The Uniform Customs and Practices for Documentary Credits, 2007 Revision, ICC Publication No. 600 or such later revision as may be adopted by the International Chamber of Commerce and be in effect on the date the subject letter of credit is issued; eUCP. The Supplement to the Uniform Customs and Practice for Documentary Credits for Electronic Presentation published by the International Chamber of Commerce that is in effect on the date the Letter of Credit is issued. Unauthorized Use. Use of a Card Account, Card or Convenience Check by a person (i) who is not your Cardholder, employee or agent, (ii) who does not have actual, implied or apparent authority to use the Card Account and (iii) whose use does not benefit you directly or indirectly. Uniform Rules for Collections. The Uniform Rules for Collections, ICC Publication No. 522, or such later revision as may be adopted by the International Chamber of Commerce and be applicable to a collection. Unqualified Return. An Unqualified Return Item Deposit as defined by the Federal Reserve Board. UPIC means the Universal Payment Identification Code, which is a unique number that identifies both an eligible account at a UPIC Participant, and the UPIC Participant that holds the eligible account. Capitalized terms in this Booklet, not otherwise defined, are defined in the EPN Rules. URDG758. The Uniform Rules for Demand Guarantees International Chamber of Commerce (ICC) Publication No. 758, or such later revision as may be adopted by the International Chamber of Commerce and be applicable to any guarantee. URBPO. The Uniform Rules for Bank Payment Obligations promulgated by the International Chamber of Commerce. URC. The Uniform Rules for Collections, ICC Publication No. 522, or such later revision as may be adopted by the International Chamber of Commerce and be applicable to a collection. User Documentation. Any written information we provide you, including information in electronic format, as amended from time to time, which contains detailed instructions regarding the use of a Service, as provided by a particular banking center or office. User Documentation may vary from one jurisdiction to another. Current User Documentation is available upon your request. Vault Location. When used in connection with the Safe Connect Service, the vault facility where the vaulting and related cash processing services are performed with respect to Safe Deposits. Vendor. A non-consumer business that sent you a Bill requesting payment for goods or services provided by the Vendor to you. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 66 CONFIDENTIAL ©Bank Of America Corporation Vendor Database. A database of contact information and payment routing information for Registered Vendors that is operated by a third party provider (other than the Bank). Website. Any internet website and/or online access channel for use in accessing one or more Services. © 2014 Bank of America Corporation All rights reserved. None of the enclosed material may be reproduced or published without permission. REQUEST FOR PROPOSALS FOR BANKING SERVICES (FIVE-YEAR CONTRACT) BID FILE NO. 9412 AUGUST 7, 2017 PROPOSAL SUBMISSION DEADLINE: Prior to 3:00 p.m., September 29, 2017 PROPOSAL CONTACT: Laura Rapp Phone: (559) 621-1169 FAX: (559) 488-1069 EXHIBIT A CITY OF FRESNO PROPOSAL SPECIFICATIONS REQUEST FOR PROPOSALS BANKING SERVICES TABLE OF CONTENTS Page I. INTRODUCTION Notice Inviting Proposals ....................................................................................3 Proposal Process ...............................................................................................4 Instructions to Proposers ....................................................................................7 II. PROPOSAL AND CONTRACT DOCUMENTS Required Services and Format of Proposal…………………………………….…13 Statement of Acceptance of Agreement Requirements………………………… 19 Various City of Fresno Forms: Local Preference Certification ……………………………………………………....20 Non-Collusion Affidavit.……………………………………………………………….21 Business License.……………………………………………………………………..23 Proposal Signature Page.…………………………………………………………….24 Sample Agreement……………………………………………………………………27 ATTACHMENT A: PRICING MATRIX EXHIBIT A RFP 6-9-2017 PAGE 2 I - INTRODUCTION EXHIBIT A RFP 6-9-2017 PAGE 3 NOTICE INVITING PROPOSALS Sealed proposals or electronic proposals via Planet Bids will be received at the Office of the Purchasing Manager, 2600 Fresno Street, Room 2156, Fresno, California 93721, all in accordance with the Specifications for: REQUEST FOR PROPOSALS BANKING SERVICES Bid File No. 9412 The City of Fresno is soliciting proposals for professional banking services. This request is for a five (5) year Contract with two (2) one (1)-year extensions. Proposals are to be submitted at the Office of the Purchasing Manager, 2600 Fresno St. Room 2156, Fresno, California 93721 prior to opening at 3:00 PM on Friday, September 29, 2017, at which time they will be publicly opened and recorded. The City of Fresno hereby notifies all Proposers that no person shall be excluded from participation in, denied any benefits of, or otherwise discriminated against in connection with the award and performance of any contract on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation or on any other basis prohibited by law. A pre-proposal conference will be held at 10:00 a.m. on Monday August 21, 2017 at the Fresno City Hall, 2600 Fresno Street, Room 4017N, Fresno, California. Prospective Proposers are encouraged to attend. The City of Fresno reserves the right to reject any and all proposals. EXHIBIT A RFP 6-9-2017 PAGE 4 PROPOSAL PROCESS Timetable Distribution of RFP August 7, 2017 Pre-Proposal Conference August 21, 2017 Proposal Submission September 29, 2017 Interviews To be determined Notification-Intent to Negotiate October 27, 2017 Finalize Contract November 30, 2017 Contract Approved by Council December 14, 2017 Every effort has been made to include sufficient information within this Request for Proposal for a financial institution to prepare a responsive, comprehensive proposal. In order to achieve an equitable dissemination of information, a pre-proposal conference will be held to allow all interested financial institution representatives to ask questions for the mutual benefit of all involved. The timing of the proposal process is as follows: 1. Distribution of Request for Proposals: August 07, 2017 2. Pre-Proposal Conference: City staff will meet collectively with financial institution representatives seeking additional information about the proposal process and the RFP. All financial institutions interested in submitting a proposal are encouraged to attend the pre-bid conference. The conference is scheduled for August 21, 2017, beginning at 10:00 a.m. at Fresno City Hall, 2600 Fresno Street, Room 2120. Contact Laura Rapp by email at Laura.Rapp@Fresno.gov or by FAX at (559) 488-1069 with any questions you may have prior to this Pre-Bid Conference. Staff requests that participating financial institutions notify the City of their attendees in advance of the Conference in the same manner. 3. Proposal Submission: Proposals must be delivered or electronically submitted via Planet Bids, directly to the Office of the Purchasing Manager, 2600 Fresno Street, Room 2156, Fresno, California 93721 by 3:00 PM on Friday, September 29, 2017. Submissions received after the deadline or proposals delivered via fax will not be accepted. A total of one original and seven (7) copies of the proposal must be submitted and labeled as follows: REQUEST FOR PROPOSALS BANKING SERVICES Bid File No. 9412 Office of the Purchasing Manager 2600 Fresno Street, Room 2156 FRESNO, CA 93721 EXHIBIT A RFP 6-9-2017 PAGE 5 4. Interviews: Selected financial institutions may be requested to make a presentation to the Banking Services Proposal Review Committee concerning their institution’s proposal for services. 5. Notification: The City anticipates sending written notification of the City’s intention to either enter into negotiations in good faith with the financial institution selected, or to accept one bank’s proposal in its entirety, by October 27, 2017. The intention to enter into negotiations does not commit the City to award a contract to the selected institution. The City reserves the right to select another Proposer, in the event that the City is unable to successfully conclude negotiations with the bank initially selected. 6. Finalize Contract: The City expects to conclude the RFP process by December 01, 2017. The finalized contract will be submitted to the Fresno City Council for approval on December 14, 2017. The City will make every effort to administer the proposal process in accordance with the terms and dates discussed in this RFP. However, the City reserves the right to modify the proposal process and dates as necessary. Mandatory Proposal Requirements To be eligible to submit a proposal, the financial institution must have the following: 1. Bank Charter: The financial institution must have a federal or State of California charter branch with banking facilities located within the City. A qualified institution must have an operations center located within the State of California. A qualified institution must be a member and insured by the Federal Reserve System and insured by the Federal Deposit Insurance Corporation (FDIC). 2. Local Branch: A branch of a qualified institution must be maintained within the City during the duration of the contract and be a qualified depository for public funds. 3. Automatic Clearing House Capabilities: The financial institution must have and maintain Automatic Clearing House (ACH) originating capabilities. The financial institution must conform to National Automated Clearing House Association (NACHA) and Uniform Commercial Code Article 4A (UCC4A) rules. 4. On-line Services: The financial institution must be able to furnish daily on-line balance and prior day EXHIBIT A RFP 6-9-2017 PAGE 6 transaction reports to the City, as well as account reconcilement information. The financial institution must be able to receive electronic files for Direct Deposit payroll processing, and other payment transactions. 5. Transmittal Requirements: The financial institution must have an industry standard way of securely receiving electronic files containing check issue, cancel and void information. 6. Collateral Requirements: As a City depository, the financial institution will be required to post collateral in compliance with Section 53651 of the Government Code. The collateral must have a market value of at least 110% of the City funds on deposit. In addition, this collateral must be “marked to market” no less than weekly. 7. Current Reference: The financial institution must be currently providing equivalent banking services as outlined in this proposal to comparably sized public agencies within California, and be in good standing. 8. Community Reinvestment Act: The financial institution must have a Satisfactory CRA rating. Aside from this, CRA activities will be evaluated very carefully. See Instructions to Proposers, Paragraph 11.h. and Required Services and Format of Proposal, Tab XXVIII. 9. Customer Service: The financial institution agrees to assign an experienced and specific staff member who is committed to and capable of servicing the City’s account. EXHIBIT A RFP 6-9-2017 PAGE 7 INSTRUCTIONS TO PROPOSERS 1. No proposal will be considered for award unless it is prepared completely, properly signed by the Proposer and delivered, under sealed cover, plainly marked or electronically submitted: REQUEST FOR PROPOSALS BANKING SERVICES Bid File No. 9412 to the Office of the Purchasing Manager, 2600 Fresno St. Room 2156 Fresno, California 93721, prior to the date and time specified in the Notice Inviting Proposals. The time stamp in the Purchasing Unit will be the official clock for documenting the time of filing. Electronically filed is defined as by means of electronic equipment or devices. In the event that both a paper and electronic proposal for the same project are submitted, the City will use and accept the electronic version as the authorized submittal. 2. The City will endeavor to award a Contract or reject any or all proposals within the time stated in the Specifications, and no proposal may be withdrawn within that period of time. Any award of a Contract exceeding $50,000, shall be subject to the approval of the City Council. 3. The City reserves the right to reject any and all proposals. Submittal of Proposal 4. Each Proposer shall carefully examine each and every term of this Request for Proposal; and each Proposer shall judge all the circumstances and conditions affecting his/her proposal. Failure on the part of any Proposer to make such examination and to investigate thoroughly shall not be grounds for any declaration that the Proposer did not understand the conditions of this Request for Proposal. 5. The Proposer shall comply with any and all federal, state or local laws, now in effect or hereafter promulgated, which apply to the services and products herein specified. 6. Proposers will submit an original and seven (7) copies of their proposal in a sealed container or envelope, marked on the outside ”REQUEST FOR PROPOSALS BANKING SERVICES” and will include the name of the Proposer and the date and time of proposal submittal deadline. If proposals are filed electronically the above copies are not applicable. 7. This solicitation for proposals does not commit the City of Fresno to enter into a Contract or to pay any costs incurred in the preparation of responses to the request. The City of Fresno reserves the right to accept or reject any proposals, and to negotiate with any qualified source, or to cancel in part or in its entirety this Request for Proposal. It may accept the proposal that it considers to be in the best interest of the City of Fresno, with or without negotiation. 8. The City reserves the right to waive any informality or minor irregularity when it is in the best interest of the City to do so, to negotiate for the modification of any proposal with mutual consent of the Proposer, to re-advertise for proposals if desired, and to accept the proposal which in the judgment of the City, even though it does not offer the lowest cost, is nevertheless deemed to offer the best value for the public and City. Any proposal which is incomplete, conditional, obscure, or which contains irregularities of any kind, may be cause for rejection. EXHIBIT A RFP 6-9-2017 PAGE 8 Local Preference 9. Fresno Municipal Code Section 4-109, LOCAL PREFERENCE IN CONTRACTS FOR CONSULTANT SERVICES AND OTHER CONTRACTS, provides for a local preference. Portions pertinent to this Agreement are paraphrased as follows: Except for those contracts funded by the federal or state government when such funding would be jeopardized because of this preference, the City of Fresno shall contract for professional consulting services by giving a primary preference to local firms, when such firms have the necessary qualifications, experience and expertise to complete the project(s) being proposed for work, as determined by the city. A secondary preference shall be similarly given to non-local firms which form an association for pecuniary profit with local firms for the projects being proposed wherein the benefit to the local firm(s) is an amount greater than fifteen (15) percent of the total contract price for the project(s). Notwithstanding the preceding, the preference given for local firms, or non-local firms which associate with local firms, shall not be applicable whenever, to the best knowledge of the City, the number of local firms providing the specific consulting service within the area of expertise for the subject matter of the work is less than three. The Proposer shall certify, under penalty of perjury, that the Proposer qualifies as a local firm. The preference is waived if the certification does not appear on the proposal. Local firm shall mean a firm with a fixed primary or branch office either (i) within a twenty-five mile radius of Fresno City Hall, located at 2600 Fresno Street in the City of Fresno or (ii)within the County of Fresno: and which fixed primary or branch office was established prior to the City inviting bids for the respective purchase. and a majority of the work on the project will be performed by employees who are permanently assigned to such office prior to the city requesting proposals for the project and whose regular duties would include local work on other than city projects. Proposers shall submit the form CERTIFICATION FOR LOCAL PREFERENCE with their proposal if they seek the benefit of local preference. Public Records 10. The proposals received shall become the property of the City of Fresno and are subject to public disclosure. Those parts of a proposal which are defined by the Proposer as business or trade secrets as that term is defined in California Civil Code, Section 3426.1, and are reasonably marked “Trade Secrets,” “Confidential,” or “Proprietary” and placed in a separate envelope or container shall only be disclosed to the public if such disclosure is required or permitted under the California Public Records Act or otherwise by law. Proposers who indiscriminately and without justification identify most or all of their proposal as exempt from disclosure may be deemed non-responsive. Proposals, excluding confidential information, will be available for review after posting of staff recommendation. Selection Process and Evaluation Criteria 11. Proposal Evaluation The Selection Committee will review and evaluate all proposals after formal receipt. To receive proper consideration, the proposal must meet the requirements of these Specifications. The evaluation process will provide credit only for those capabilities and EXHIBIT A RFP 6-9-2017 PAGE 9 advantages which are clearly stated in the Proposer’s written proposals. In other words, advantages which are not stated will not be considered in the evaluation process. Proposers whose proposals include a failure to comply with or take exception to these Specifications may be considered nonresponsive and dropped from the evaluation process. The Selection Committee may include at least one representative from a Department with no direct interest in the service(s) being requested by this Request for Proposals. The Committee may also include a representative from outside the City organization. It will be the responsibility of this committee to make recommendations advisory to the Controller and in accordance with the award criteria enumerated below. The Selection Committee will evaluate the proposals on the following criteria: a. Proper Submission of Proposal: Receipt of proposal by due date as outlined in this RFP according to the specifications. Late submissions or delivery via facsimile will not be considered. b. Comprehensiveness of Services Provided: Overall capabilities of the financial institution to meet the required service levels described in this RFP c. Public Sector Experience and Resources: The financial institution’s experience in providing services to the public sector, as well as dedicated resources and personnel. d. Strength and Stability of Financial Institution: The financial institution’s comparative standing among its peers and the associated credit quality ratings. e. Assigned Relationship Manager/Team: The credentials and experience of the person(s) assigned to the City relationship. f. Charges for Services: The amount of proposed charges and pricing increases in subsequent years. g. Service Enhancements: The financial institution’s efforts to understand the City’s banking needs and goals, and the creativity the financial institution shows in introducing new technologies and ways to improve the City’s current practices and procedures. h. Other Factors: Any other factors that the City believes would be in its best interest to consider, such as community involvement for example, which were not previously described. The City reserves the right to accept or reject any or all proposals and may select, and negotiate with one or more Proposers concurrently, and enter into a Contract with such Proposer who is determined, by the City, to provide the services which are in the best interest of the City. The City may agree to such terms and conditions as it may determine to be in its best interest. EXHIBIT A RFP 6-9-2017 PAGE 10 Electronic Payments 12. Proposer shall provide complete and accurate billing invoices in order to receive payment. Billing invoices submitted must contain all information and supporting documentation required by the contract. Payment for invoices submitted by the contractor shall only be rendered electronically unless payment by paper check is expressly authorized by the Controller, in the Controller’s sole discretion, due to extenuating circumstances. Such electronic payment shall be made in accordance with ordinary City procedures and practices. The proposer shall comply with the Controller’s procedures to authorize electronic payments. Proposer acknowledges that it will not receive payment on any invoices submitted under this Contract if it does not comply with the Controller’s electronic payment procedures, except where the Controller has expressly authorized payment by paper check as set forth above. ADA Accessibility Requirements: Supplier warrants that it complies with California and federal disabilities laws and regulations; and the Services will conform to the accessibility requirements of WCAG 2.0AA. Supplier agrees to promptly respond to and resolve any complaint regarding accessibility of its Services. The City may require bidder to comply with these accessibility requirements if they are awarded a contract. 13. The Selection Committee reserves the right to request additional information from Proposers, to negotiate terms and conditions of the Contract, to visit sites, to request demonstrations or oral presentations, or ask Proposers to appear before the Selection Committee to clarify points of their proposal. 14. Selection will be based on qualitative analysis and cost. Any award shall be on the basis of the criteria specified and made to the Proposer whose proposal is judged as providing the best value in meeting the best interest of the City and the objectives of the project. All Proposers should make their best and final pricing offers and offer their most favorable terms and conditions and not assume that there will be additional opportunities to lower their bids or modify their terms and conditions. 15. The City reserves the right to make the selection of a Proposer based on any or all factors of value, whether quantitatively identifiable or not, including, but not limited to, the anticipated initiative and ability of the Proposer to perform the services set forth herein. Time to Award 16. The Proposer agrees that the City may have 180 days to accept or reject proposals. It is further understood that, if the Proposer to whom any award is made fails to enter into a Contract as provided in the Specifications, award may be made to another Proposer, who shall be bound to perform as if she/he had received the award in the first instance. Documents required after Award 17. Upon City's acceptance of a proposal, the successful Proposer will be required to execute and return a Contract furnished by the City, and all certificates of insurance within thirty (30) calendar days from the date of Notice of Award issued by the City. Should the successful Proposer fail or refuse to execute the Contract, the City reserves the right to accept the proposal of the Proposer offering the next best value to the City. EXHIBIT A RFP 6-9-2017 PAGE 11 Questions, Clarifications and Concerns 18. Any questions or concerns relating to these Specifications should be directed to Laura Rapp, Senior Procurement Specialist Laura.Rapp@Fresno.gov or should be sent by facsimile to 559-488-1069*. An appropriate addendum if necessary will be issued to all Proposers stating revisions to be made to the Specifications as a result of questions or related matters. Contacts with City Staff 19. Before an award is made, any contact with City staff, other than the aforementioned person, without prior written authorization, is strictly prohibited and may render the Proposer disqualified. Regulated Communications in City Procurement Process Ordinance 20. The Regulated Communications in City Procurement Process Ordinance (Article 6, Chapter 4 of the Fresno Municipal Code) became effective May 7, 2004. With certain specified exceptions, the Ordinance provides that no Respondent, Bidder, Proposer (as the case may be) shall initiate, engage in, or continue any communication to or with any City elected official concerning or touching upon any matter which is the subject of this competitive procurement process. Any Respondent, Bidder, Proposer or elected official (as the case may be) who initiates, engages in, continues in, or receives any regulated communication shall file the written disclosure required by the Regulated Communications in City Procurement Process Ordinance. Any Respondent, Bidder, or Proposer violating the Regulated Communications in City Procurement Process Ordinance may be disqualified from participating in this procurement process. Additionally, the City may set aside the award of a contract, prior to its execution, to a party found to have violated the Ordinance. Note: The full text of Fresno Municipal Code Chapter 4, Article 6 may be obtained by logging on to the City’s website at https://www.fresno.gov. Under “Government, City Attorney, Legal Resources”. Or view the Fresno Municipal Code directly at http://www.municode.com/Resources/gateway.asp?pid=14478&sid=5. Notification of Staff Determination 21. Once the City has reviewed and evaluated the proposals received and has determined which Proposer shall be awarded the Contract, or which Proposer has been selected for further negotiations, that determination will be posted on a public bulletin board outside the Purchasing Units Office and the City’s website www.fresno.gov, Bid Opportunities, Anticipated Awards. The bulletin board and website will generally be updated by Monday of each week, no later than 5:00 p.m. It is the sole responsibility of interested Proposers to seek this information from either of these sources. For those Proposers that have concerns about or rebuttal of any determination of disqualification by City staff, there will be an opportunity to submit, in writing, within [5] days to the Purchasing Manager any concerns with the RFP process or staff’s decision. Such writing will be taken under consideration by the City Manager and may be acted upon within [5] days. If no action is taken within such [5] days, then there shall be no change in staff’s decision. The exercise of Proposer of its right to submit its written concerns shall be a condition precedent to seeking judicial review of any award of a contract hereunder. EXHIBIT A RFP 6-9-2017 PAGE 12 Debarment 22. A Bidder who has been determined by the Council to be nonresponsible may be debarred from bidding or proposing upon or being awarded any contract with the City or City of Fresno Successor Agency or to the Redevelopment Agency of the City of Fresno, or from being a subcontractor or supplier at any tier upon such contract, in accordance with the procedures in Resolution No. 2003-130 adopted by Council on April 29, 2003. The initial period of any such debarment shall not be less than one year or more than three years. A Bidder may request a hearing, in accordance with Resolution No. 2003-130, upon receipt of a notice of proposed debarment from the City Manager or his/her designee. A copy of the Resolution may be obtained from the City Clerk's Office, 2600 Fresno Street, Fresno, California 93721. Outreach to Small Business Enterprises in Subcontracting 23. The City of Fresno hereby notifies all Proposers that it is the City’s policy to provide all small business enterprises, including minority, women, and disabled veteran business enterprises, equal access and opportunity for participation in the performance of all construction contracts, professional service contracts, procurement of supplies, equipment and other services. Therefore, the City requests that a Proposer who intends to subcontract a portion of the work seek out small business enterprises that are potential subcontractors, suppliers, or consultants, and actively solicit their interest, capability and prices. This includes Disadvantaged Business Enterprises (DBE’s), where Federal Funding is involved. DBE’s by definition are Small Business Enterprises (SBE’s) and are covered in all references to SBE’s. Where applicable DBE goals are set for Federally Funded projects. Good Faith Effort (GFE) also plays a role. EXHIBIT A RFP 6-9-2017 PAGE 13 II - PROPOSAL AND CONTRACT DOCUMENTS REQUIRED SERVICES AND FORMAT OF PROPOSAL The City intends that the final contract shall consist of an “Integrated Agreement” that includes a Master Agreement and three Attachments. The City’s Sample Agreement, starting at page 27, is a sample Master Agreement. Attachment A will be this RFP. Attachment B will be the Proposer’s proposal. Attachment C will be the City’s Conflict of Interest Disclosure. In order for the City to adequately compare and evaluate proposals objectively, all proposals must be submitted in accordance with this format. Title Page Cover: One printed page maximum. It should include the name of the financial institution, its principle business address where the relationship will be managed, and the local branch address that can meet daily banking needs. Tab I -Table of Contents: Two printed pages maximum. Tab II—Transmittal Letter: Two printed pages maximum. The letter should address the financial institution’s willingness and commitment to provide the services and reasons why the financial institution believes it should be selected. The letter should be addressed to: Financial Services Manager, and signed by the Relationship Manager assigned to our accounts. Tab III - Bank and Staff Profile: Five printed pages maximum. Respond to the following sections: a. Overview: Provide a corporate overview of your financial institution and present the financial institution’s Community Reinvestment Act programs. Also identify the number of branches within the City limits and the nearest full-service branch that can assist us with our immediate banking needs. The financial institution must have a full-service branch in the City. b. Experience: Describe the financial institution’s experience in providing services to the public sector. Include exclusive resources dedicated for the public sector. (Provide three references that are comparable to our size and financial needs in order for us to verify quality of service). Include a brief description of the services provided, how long such services have been provided, and a contact person (telephone number included) for each client described. c. Relationship Management: Describe the relationship team that will be assigned to service our account. Describe individual roles and responsibilities, briefly detailing their credentials and related banking experience. EXHIBIT A RFP 6-9-2017 PAGE 14 d. Compliance and Exceptions: Include a statement to confirm your financial institution’s compliance with the City’s minimum qualifications. Also, list any exceptions to required services. Tab IV - Deposit Processing: Four printed pages maximum. The City deposits are decentralized, and each department or location prepares a deposit into their depository plus account. These accounts ZBA to the general account daily. Most locations deposit both cash and checks. However, some only deposit checks or rarely deposit cash. These locations currently use remote deposit for their checks. Utility Billings and Collections and Business License are currently using Image Cash Letter due to the volume of checks being processed. Utilities Billings and Collections also receive a payment concentrator file from our bank containing the online banking payments. Additionally, the City’s bus system and parking meters deposit coin only on a daily basis. Describe how the financial institution would handle the City deposits (i.e., retail branch, local cash vault, out of the area cash vault, as well as options to deposit electronically). Tab V - FDIC Charges and Float: One printed page maximum. Provide information on applicable FDIC and FICO charges, including surcharges, and the financial institution’s availability schedule. Also, present any float advantages we would benefit from by converting our relationship to your financial institution. Tab VI -Account Reconcilement: Three printed pages maximum. The financial institution must provide monthly account reconcilement reports, financial institution statements, account analysis statements, confirmations and other report related features. The financial institution must be able to provide various reports and statements in a computer media and also provide specialized reports when requested. The City requires sixty (60) days from the date of the receipt of the account reconcilement report or bank statement in order to resolve questions regarding the City’s account(s). Describe the account reconciliation services offered by the financial institution. Also describe when the above information would be available to the City online. Tab VII - Electronic Money Transfers: Two printed pages maximum. Describe the financial institution’s incoming and outgoing electronic money transfer services. Include safeguards and security measures offered. Tab VIII - Change/Currency Order Services: One printed page maximum. Describe the financial institution’s procedures for requesting change/currency orders. Tab IX - Balance Reporting: Two printed pages maximum. The financial institution must have secure online website to allow us access, no later than 8:00 a.m. Pacific Standard Time, to previous day balance and transaction EXHIBIT A RFP 6-9-2017 PAGE 15 information for each designated account. The system must also have wire transfer capability. Describe the balance reporting system offered by the financial institution and its features, including “user-friendliness”. Tab X - Direct Deposit: Two pages maximum. The financial institution must have the capability to accommodate a wide range of electronic payment and deposit services. The City utilizes direct deposit services for its monthly payroll. Approximately three-thousand six-hundred (3,600) employees are currently signed up for direct deposit, while approximately 200 employees use cashpay cards. Payroll also issues special checks as needed. Tab XI – ACH Payments: One printed page maximum. The City’s Accounts Payable section currently issues payments to vendors in the form of checks and ACH. Describe the services available from the financial institution to facilitate the City’s ACH issuances. Tab XII – Check Truncation: One printed page maximum. Describe the financial institutions’ truncation services. The City currently receives images of our paid checks on CDs sent to us monthly. Tab XIII - Collected Balances and Earnings Allowance: Two printed pages maximum. Describe the financial institution’s calculation formula for collected balances, as well as the calculation formula of charges for funds advanced. Also, describe the methodology that would be used to give an earnings allowance credit to the City for financial institution balances. Tab XIV - Overdraft Protection: One printed page maximum. Describe any issues, concerns and charges associated with the use of an overdraft policy. Tab XV – Payee Positive Pay: One printed page maximum. Describe the financial institution’s requirements for payee positive pay, including any charges associated with this service. Tab XVI – Courier Service: One page maximum. Describe your financial institution’s current agreements and status with courier services. Tab XVII - Pricing Terms and Conditions: One printed page maximum. Include in this section the financial institution’s proposed terms of contract and method in which pricing adjustments will be calculated. EXHIBIT A RFP 6-9-2017 PAGE 16 Tab XVIII - Pricing Schedule: Six printed pages maximum. Provide in this section, using our pro-forma (Attachment A), the pricing for services proposed by the financial institution. Tab XIX - Conversion Plan: Two printed pages maximum. Describe the overall plan your financial institution would coordinate to ensure a smooth transition from the current provider. The financial institution must also provide on-site training to our personnel for the operation and use of the financial institution’s services and automated systems for all areas of service. Tab XX - Service Enhancements: Three Printed pages maximum. Based upon information presented in our RFP and your financial institution’s knowledge of the public sector, describe any enhancements, technological or otherwise, that we may consider to improve operational or cash management effectiveness. Tab XXI - Benefits for City Employees: One printed page maximum. Describe any discounts or benefits that would be provided to City employees. Tab XXII – Remote Deposit Additional Information: Four printed pages maximum. Describe your institution’s Remote Deposit process. The City is very interested in pricing for equipment, as well as the costs associated with this deposit process. The City is currently using this method of deposit in several locations, and is interested in cost savings and potential funds availability advantages. Tab XXIII – Fresno Economic Development Efforts: The City is aware of privacy constraints regarding information that can be released. However, the more information that can be included in this tab, the better. Charts, graphs, tables, and narrative explanations of the bank’s economic efforts, strategy, and tactics are all welcome. Please explain in as great detail as possible, the bank’s efforts at economic development specifically in the City of Fresno. The Administration and the Council are particularly interested in the number of jobs that the financial institution’s efforts have created. In addition, the number of new businesses funded, as well as the number of businesses retained as a result of the financial institution’s activities are important considerations. Other considerations are the number of loans made, the number of projects funded, the number of new bank accounts opened, the number and amount of donations made to social service nonprofits, and the general extent to which the financial institution contributes to Fresno’s economic development. Tab XXIV – Code of Ethics. Please provide the financial institution’s official adopted code of ethics. Tab XXV – Controlled Disbursement. Two pages maximum. Describe the bank’s product. EXHIBIT A RFP 6-9-2017 PAGE 17 Tab XXVI —Business Continuation Plan. Two pages maximum. Describe the bank’s BCP. Tab XXVII —Red Flag Requirements. Two pages maximum. Describe the bank’s efforts to comply with Federal Red Flag requirements. Exhibits to be included in Proposal Tab A: Contract Samples. Provide pages as necessary. Include the Proposer’s standard Deposit Account Disclosure, Cash Management or Treasury Terms and Conditions, Contract For Deposit of Moneys, a sample Service Agreement, Signature Card, Schedule of Fees and Charges, and any other standard documents that the bank would normally require to open an account and set up services for a public entity. Tab B: Annual Report and Ratings. Provide pages as necessary. Provide the most recently audited financial statements or annual report of the financial institution. Also include your most current Standard & Poors, Moody’s, and Bauer Financial ratings. Tab C: Account Analysis. Provide pages as necessary. Provide a sample of your financial institution’s account analysis and a use guide for the account analysis. Tab D: Disclosures. Provide pages as necessary. Provide a disclosure of any litigation or administrative proceedings that your financial institution is currently involved with, including any investigations being conducted by State or Federal bank regulators, the Attorney General’s Office, Fair Political Practices Commission, or Consumer Protection Offices. Tab E: Pricing Schedule. Provide pages as necessary. Provide a schedule of the bank’s standard pricing for all services offered by the bank. CITY ACCOUNT STRUCTURE The City of Fresno has one Master Account, seven checking accounts, three change order accounts, an ACH only depository account, and thirty one depository plus accounts, which all ZBA into, or out of the Master account on a daily basis. EXHIBIT A RFP 6-9-2017 PAGE 18 The City also keeps six separate accounts for their Convention Center’s third party management company. These accounts are managed by the third party, and do not ZBA. // // // EXHIBIT A RFP 6-9-2017 PAGE 19 (See Sample Agreement. Photocopy this page and submit under Tab II) Proposer's Name STATEMENT OF ACCEPTANCE OF AGREEMENT REQUIREMENTS REQUEST FOR PROPOSALS FOR: BANKING SERVICES The Proposer shall sign below that the Proposer accepts in whole the terms and conditions of the Sample Agreement set forth in this RFP. If the Proposer takes exception to some or all of the Sample Agreement, the Proposer shall sign that the Proposer does not accept all portions of the Sample Agreement, and will present in hard copy and on a CD, a redline revision of the Sample Agreement that incorporates the Proposer’s terms and conditions. [ ] ACCEPT [ ] DO NOT ACCEPT Signature of Authorized Person Type or Print Name of Authorized Person EXHIBIT A RFP 6-9-2017 PAGE 20 (Photocopy this page and submit under Tab II, if applicable) Proposer’s Name CERTIFICATION FOR LOCAL PREFERENCE REQUEST FOR PROPOSALS FOR: BANKING SERVICES [ ] We certify that we qualify as a local firm pursuant to Fresno Municipal Code Section 4-109. [ ] We certify that we qualify as a non-local firm which has formed an association for pecuniary profit with the local firm listed below for the project being proposed wherein the benefit to the local firm is an amount greater than 15% of the total contract price for the project (as provided in Fresno Municipal Code Section 4-109). Location of Proposer’s Business: Primary Office [ ] (Please provide street address, no PO Box) Branch Office [ ] (Please mark as applicable) Address: Phone: Name and Location of Associated Local Firm’s Business: Primary Office [ ] Branch Office [ ] Name: (Please mark as applicable) (Please provide street address, no PO Box) Address: Phone: The undersigned Proposer hereby certifies 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. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. EXHIBIT A RFP 6-9-2017 PAGE 21 (Photocopy this page, and submit under Tab II) Proposer’s Name NON-COLLUSION AFFIDAVIT REQUEST FOR PROPOSALS FOR: BANKING SERVICES Proposer declares under penalty of perjury under the laws of the State of California that this proposal is not made in the interest of or on behalf of any undisclosed person, partnership, company, association, organization or corporation; that such proposal is genuine and not collusive or sham; that said Proposer has not directly or indirectly induced or solicited any other Proposer to put in a false or sham proposal and has not directly or indirectly colluded, conspired, connived, or agreed with any Proposer or anyone else to put in a sham proposal, or that anyone shall refrain from submitting a proposal; that said Proposer has not in any manner directly or indirectly sought by agreement, communication, or conference with any one to fix the proposal price of said Proposer or of any other Proposer, or to fix any overhead, profit, or cost element of such proposal price, or of that of any other Proposer, or to secure any advantage against the public body awarding the Contract of anyone interested in the proposed Contract; that all statements contained in such proposal are true, and further, that said Proposer has not directly or indirectly submitted his proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid and will not pay any fee in connection therewith, to any corporation, partnership, company, association, organization, proposal depository, or to any member or agent thereof, or to any other individual except to any person or persons as have a partnership or other financial interest with said Proposer in this general business. The above Non-Collusion Affidavit is part of the proposal. Signing this proposal on the signature page thereof shall also constitute signature of this Non-Collusion Affidavit. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. EXHIBIT A RFP 6-9-2017 PAGE 22 (Photocopy this page, and submit under Tab II) Addenda The City makes a concentrated effort to ensure any addenda issued relating to these Specifications are distributed to all interested parties. It shall be the Proposer's responsibility to inquire as to whether any addenda to the Specifications have been issued. Upon issuance by the City, all addenda are part of the proposal. Signing the proposal on the signature page thereof shall also constitute signature on all addenda. Time Period to Award/Reject The undersigned Proposer agrees that the City may have 180 DAYS from the date proposals are opened to accept or reject proposals. It is further understood that, if the Proposer to whom any award is made fails to enter into a Contract as provided in the Specifications, award may be made to another Proposer, who shall be bound to perform as if she/he had received the award in the first instance. EXHIBIT A RFP 7 - 17 PAGE 23 (Photocopy this page, and submit under Tab II) BUSINESS LICENSE ( ) The Proposer has a current City of Fresno Business License and the number is . EXHIBIT A RFP 7 - 17 PAGE 24 (Photocopy this page and submit under Tab II) SIGNATURE PAGE By my signature on this proposal I certify, under penalty of perjury, that the statements contained in this proposal are true and correct. PROPOSAL SUBMITTED BY: (Please follow the instructions for each line, as explained below.) (1) ( ) ( ) Firm Phone Fax (2) (Corp) (Individual) (Partner) (Other) (3) Business Address City State Zip Code (4) By: Signature of Authorized Person Type or Print Name of Authorized Person and Title Federal Tax I.D. No.: Date: _____ INSTRUCTIONS FOR SIGNATURE PAGE CORPORATIONS: INCLUDE ACKNOWLEDGMENT OF SIGNATURE BY NOTARY IN CORPORATE FORM (See Line 4(a), of next page.) INDIVIDUALS, PARTNERSHIPS OR JOINT VENTURES: INCLUDE ACKNOWLEDGMENT OF SIGNATURE BY NOTARY. LINE 1: The name of the Proposer must be the same as that under which a license is issued, if a license is required. If the Proposer is a corporation, enter the exact name of the corporation under which it is incorporated; if Proposer is an individual, enter name; if Proposer is an individual operating under a trade name, enter name and dba (trade name in full); if a partnership, enter the correct trade style of the partnership; if a joint venture, enter exact names of entities joining in the venture. LINE 2: Identify here the character of the name shown under (1), i.e., corporation (including state of incorporation), individual, partnership, or joint venture. EXHIBIT A RFP 7 - 17 PAGE 25 (Photocopy this page and submit under Tab II) LINE 3: Enter the address to which all communications and notices regarding the proposal and any Contract awarded thereunder are to be addressed. LINE 4: (a) If the Proposer is a corporation, the proposal must be signed by an officer or employee authorized to sign Contracts on behalf of the corporation evidenced by inclusion of one of the following certified by the secretary of the corporation (sample certification attached): a copy of the Articles of Incorporation, a copy of the Bylaws, a copy of the Board Resolution or Minutes authorizing the officer or employee to sign proposals and contracts. The signature of the officer or employee who signs the proposal must be acknowledged by a notary in the corporate form. (b) If Proposer is an individual, he/she must sign the proposal, or if the proposal is signed by an employee or agent on behalf of the Proposer, a copy of a power of attorney must be on file with the City of Fresno prior to the time set for the opening of the proposals or must be submitted with the proposal. Any signature must be acknowledged by a notary. (c) If the Proposer is a partnership, the proposal must be signed by all general partners; or by a general partner(s) authorized to sign proposals and contracts on behalf of the partnership evidenced by inclusion of either a copy of the Partnership Agreement or a recorded Statement of Partnership. All signature(s) must be acknowledged by a notary. (d) If the Proposer is a joint venture, the proposal must be signed by all joint venturers; or by a joint venturer(s) authorized to sign proposals and contracts on behalf of the joint venture evidenced by inclusion of either a copy of the Joint Venture Agreement or a recorded Statement of Joint Venture; and if the joint venturer(s) is a corporation or a partnership signing on behalf of the Joint Venture, then Paragraphs (a) and (c) above apply respectively. All signature(s) must be acknowledged by a notary. Where Proposer is a partnership or a corporation, the names of all other general partners, or the names of the president and secretary of the corporation, and their business addresses must be entered below: NAME ADDRESS NOTE: All addresses must be complete with street number, City, State and Zip Code. EXHIBIT A RFP 7 - 17 PAGE 26 (Photocopy this page and submit under Tab II) SAMPLE CERTIFICATION I, , certify that I am the secretary Name of the corporation named herein; that who Name signed this Bid Proposal on behalf of the corporation, was then of Title said corporation; that said Bid Proposal is within the scope of its corporate powers and was duly signed for and on behalf of said corporation by authority of its governing body, as evidenced by the attached true and correct copy of the . Name of Corporate Document By: Name: Title: Secretary Date: SAMPLE EXHIBIT A RFP 7 - 17 PAGE 27 AGREEMENT CITY OF FRESNO, CALIFORNIA BANKING SERVICES THIS AGREEMENT is made and entered into effective the 30th day of November, 2017 (“Effective Date”), by and between the CITY OF FRESNO, a California municipal corporation (hereinafter referred to as "CITY"), and [Bank’s Name], a [Legal Entity] (hereinafter referred to as "BANK"). RECITALS WHEREAS, CITY desires to obtain professional banking services for CITY, and issued a Request for Proposal, dated August 7, 2017 [with addenda dated], ([collectively,] “the RFP”) attached hereto as Exhibit A and incorporated herein by reference; and WHEREAS, BANK responded to the RFP, submitting a proposal, dated September 29, 2017 (“the Proposal”), attached hereto as Exhibit B and incorporated herein by reference; and WHEREAS, BANK is engaged in the business of furnishing technical and expert services as bankers and hereby represents that it is professionally capable of performing the services called for by this Agreement; and WHEREAS, BANK acknowledges that this Agreement is subject to the requirements of Fresno Municipal Code Section 4-107 and Administrative Order No. 6-19; and WHEREAS, this Agreement will be administered for CITY by its City Controller (hereinafter referred to as "Administrator") or designee. 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. Scope of Services. BANK shall perform to the satisfaction of CITY, the services described in Exhibit A and Exhibit B. (a) CITY shall have the right to have payment of its interest on any CD or time deposit credited to whatever account CITY may select. (b) Bank may not convert City’s account to another type of account without a prior written amendment to this Agreement. Should bank fail to notify City of any change bank might make regarding any service used by CITY, continued usage by CITY shall not constitute an agreement to the change. (c) CITY may close an account at any time. BANK may not close CITY’s account without express authorization in writing by CITY. EXHIBIT A RFP 7 - 17 PAGE 28 (d) BANK shall honor a CITY check presented for payment over the counter at BANK by a person who does not have an account with BANK without charging the person a fee. (e) Prior to instituting any change to its collections schedule or funds availability policy, BANK shall notify CITY in writing. (f) Prior to taking any action in regards to CITY accounts, Bank shall notify City Controller and City Attorney of any legal process BANK believes to be valid. 2. Effective Date, Time of Performance and Term of Agreement. It is the intent of the parties that this Agreement be effective upon the Effective Date set forth above. All implementation and training services described in Exhibits A and B as “Conversion Activities” shall begin no later than January 2, 2018 and be completed prior to April 1, 2018 (“Conversion Date”). All remaining services of BANK as described in Exhibits A and B are to commence on the Conversion Date and continue until expiration or termination of this Agreement. The initial term of this Agreement will be for 5 years beginning on the Conversion Date and ending March 31, 2023, unless terminated or extended as provided in this Agreement. CITY shall have the option to extend this Agreement on the same terms and conditions for two consecutive 1-year terms or one consecutive 2-year term by providing 60 days notice to BANK prior to the end of the respective initial term or term of extension. 3. Compensation. (a) BANK’s sole compensation for satisfactory performance of all services required or rendered pursuant to this Agreement shall not exceed $[Amount], paid in accordance with the Pricing Schedule set forth in Exhibit B. Such fees and charges include any expenses incurred by BANK in performance of the services. (b) Detailed account analysis statements shall be rendered monthly, and invoices shall be rendered quarterly, for services performed in the preceding quarter, and will be due and payable within thirty (30) days of CITY’s receipt of BANK’s invoice. Invoices shall be submitted to: ATTENTION: Corrina Barbarite City of Fresno Finance Department 2600 Fresno Street, Room 2156 Fresno, CA 93721 (c) BANK may not add or delete a service, unless it obtains a prior written amendment to this Agreement by CITY. 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 agreed upon increase or decrease in BANK’s compensation. Any increase or change in the scope of services must be made by written amendment to the Agreement signed by an authorized representative for each party. BANK shall not be entitled to any additional compensation if work is performed prior to a signed written amendment. EXHIBIT A RFP 7 - 17 PAGE 29 4. Termination of Agreement. (a) CITY may terminate this Agreement without cause or for any reason (including, without limitation, if CITY determines there is insufficient funding available for the services), and without any liability whatsoever of CITY to BANK for breach of contract, default, detrimental reliance or any other basis in law or equity; upon 7 calendar days prior written notice of termination to BANK in the manner provided herein. (b) In addition to CITY’s right of termination pursuant to Subsection 4(a), this Agreement may be terminated immediately by CITY upon 7 calendar days prior written notice should BANK fail substantially to observe, fulfill or perform any obligation, covenant, term or condition in accordance with this Agreement. BANK will have failed substantially to observe, fulfill or perform any obligation, covenant, term or condition of this Agreement, if such failure is not cured within such 7 calendar days prior written notice and this shall constitute a material default and breach of this Agreement. (c) In the event of termination pursuant to Section 4(a) or not due to the material default of BANK, BANK shall be paid compensation for services satisfactorily performed prior to the effective date of the notice of termination. In the event of termination due to the material default of BANK, 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. (d) Upon the breach of this Agreement by BANK, CITY may exercise any right, remedy (in law or equity), or privilege which may be available to it under applicable laws of the State of California or any other applicable law, or proceed by appropriate court action to enforce the terms of the Agreement, or to recover direct, indirect, consequential or 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) In the event of termination by CITY, BANK shall process all CITY checks that have been issued by CITY prior to the effective date of termination. In this instance, CITY shall ensure there is on deposit with BANK an amount of funds sufficient to pay outstanding checks issued by CITY prior to termination of this Agreement. (f) No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 5. Confidential Information. Any reports, information, or other data prepared or assembled by BANK pursuant to this Agreement shall not be made available to any individual or organization by BANK without the prior written approval of the Administrator. During the term of this Agreement, and thereafter, BANK 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, 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. BANK shall notify CITY in advance of its intention to disclose information concerning CITY’s account and the reason(s), in the event that BANK concludes that such disclosure is EXHIBIT A RFP 7 - 17 PAGE 30 necessary to protect CITY, CITY’S account, or the interests of the BANK. This section shall survive expiration or termination of this Agreement. 6. Professional Skill. It is further mutually understood and agreed by and between the parties hereto that inasmuch as BANK represents to CITY that BANK is skilled in the profession and shall perform in accordance with the standards of said profession necessary to perform the services agreed to be done by it under this Agreement, CITY relies upon the skill of BANK to do and perform its work in a skillful manner and BANK agrees to thus perform its services. Acceptance of its services by CITY shall not operate as a release of BANK from said standard of care and performance. 7. Indemnification. To the furthest extent allowed by law, BANK 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), and from any and all claims, demands and actions in law or equity (including reasonable attorney’s fees and litigation expenses) that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of BANK, its principals, officers, employees, agents or volunteers in the performance of this Agreement. If BANK should subcontract all or any portion of the services to be performed under this Agreement, BANK 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. Minimum Limits of Insurance. PROFESSIONAL SERVICES, or any party the PROFESSIONAL SERVICES 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: (i) COMMERCIAL GENERAL LIABILITY: $1,000,000 per occurrence for bodily injury and property damage; $1,000,000 per occurrence for personal and advertising injury; $2,000,000 aggregate for products and completed operations; and, $2,000,000 general aggregate applying separately to the work performed under the Agreement. (ii) COMMERCIAL AUTOMOBILE LIABILITY: $1,000,000 per accident for bodily injury and property damage. (iii) WORKERS' COMPENSATION INSURANCE as required by the State of California with statutory limits. (iv) EMPLOYERS’ LIABILITY: $1,000,000 each accident for bodily injury; EXHIBIT A RFP 7 - 17 PAGE 31 $1,000,000 disease each employee; and, $1,000,000 disease policy limit. (v) PROFESSIONAL LIABILITY (Errors and Omissions) $2,000,000 per claim/occurrence; and, $4,000,000 policy aggregate. (vi) CYBER LIABILITY insurance with limits not less than: $2,000,000 per claim/occurrence; and, $4,000,000 policy aggregate. 9. Umbrella or Excess Insurance. In the event PROFESSIONAL SERVICES 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. 10. Deductibles and Self-Insured Retentions. PROFESSIONAL SERVICES shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and PROFESSIONAL SERVICES 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 his/her designee. At the option of the CITY’S Risk Manager or his/her designee, either: (i) The insurer shall reduce or eliminate such deductibles or self- insured retentions as respects CITY, its officers, officials, employees, agents and volunteers; or (ii) PROFESSIONAL SERVICES shall provide a financial guarantee, satisfactory to CITY’S Risk Manager or his/her 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. 11. Other Insurance Provisions/Endorsements: a. The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions: i. CITY, its officers, officials, employees, agents and volunteers are to be covered as additional insureds. PROFESSIONAL SERVICES shall establish additional insured status for the City and for all ongoing and completed operations by use of ISO Form CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01 or by an executed manuscript insurance company endorsement providing additional insured status as broad as that contained in ISO Form CG 20 10 11 85. ii. The coverage shall contain no special limitations on the EXHIBIT A RFP 7 - 17 PAGE 32 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. iii. For any claims relating to this Agreement, PROFESSIONAL SERVICES’ 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 PROFESSIONAL SERVICES’ insurance and shall not contribute with it. PROFESSIONAL SERVICES 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. b. The Workers’ Compensation insurance policy is to contain, or be endorsed to contain, the following provision: PROFESSIONAL SERVICES and its insurer shall waive any right of subrogation against CITY, its officers, officials, employees, agents and volunteers. c. The Professional Liability (Errors and Omissions) insurance shall at all times during the term of this agreement the PROFESSIONAL SERVICES agrees to maintain Investment Bankers Error and Omissions Insurance coverage for the claims arising from the negligent acts, errors or omissions for services or operations performed by the PROFESSIONAL SERVICES under this Agreement. The PROFESSIONAL SERVICES shall ensure both that (1) any policy retroactive date is on or before the date of the commencement of this agreement; and (2) any policy has a reporting period of at least two years after the date of the completion or termination of this Agreement. The PROFESSIONAL SERVICES agrees that, for the time period defined above, any changes that reduce coverage will be presented to CITY for review. d. The Cyber Liability insurance shall cover claims involving privacy violations, information theft, damage to or destruction of electronic information, intentional and/or unintentional release of private information (including credit monitoring costs), alteration of electronic information, extortion and network security. Such coverage is required only if any products and/or services related to information technology (including hardware and/or software) are provided to Insured and for claims involving any professional services for which PROFESSIONAL SERVICES is engaged with the City for such length of time as necessary to cover any and all claims. e. If the Professional Liability (Errors and Omissions) and/or Cyber Liability insurance policy is written on a claims-made form: i. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by EXHIBIT A RFP 7 - 17 PAGE 33 PROFESSIONAL SERVICES. ii. 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. 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 the commencement of work by PROFESSIONAL SERVICES, PROFESSIONAL SERVICES 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. 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. f. 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. PROFESSIONAL SERVICES 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, PROFESSIONAL SERVICES 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, PROFESSIONAL SERVICES 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 PROFESSIONAL SERVICES shall not be deemed to release or diminish the liability of PROFESSIONAL SERVICES, 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 PROFESSIONAL SERVICES. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of PROFESSIONAL SERVICES, its principals, officers, agents, employees, persons under the supervision of PROFESSIONAL SERVICES, vendors, suppliers, invitees, consultants, sub- consultants, subcontractors, or anyone employed directly or indirectly by any of them. g. SUBCONTRACTORS - If PROFESSIONAL SERVICES subcontracts EXHIBIT A RFP 7 - 17 PAGE 34 any or all of the services to be performed under this Agreement, PROFESSIONAL SERVICES 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, PROFESSIONAL SERVICES 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. 12. Verification of Coverage. PROFESSIONAL SERVICES 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 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, PROFESSIONAL SERVICES 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. 13. Limitation of Liability. In no event will CITY be liable for any indirect, consequential or punitive loss, damage, cost or expense of any nature (even if advised of the possibility of such loss, damage, cost or expense) including, without limitation, any economic loss or damage, expense and loss of business, profits or revenue, goodwill and anticipated savings, loss of or corruption to BANK’s data, loss of operation time or loss of contracts, unless any of the aforementioned injuries occurs as the direct result of CITY’s intentional misconduct in performing its obligations under this Agreement. 14. 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 Administrator. (b) Records of BANK’s expenses pertaining to the services performed hereunder 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 BANK pertaining to this agreement and the services performed hereunder shall be available for the purpose of making audits, examinations, excerpts, and transcriptions for the same period of time. This Section 10(b) shall survive expiration or termination of this Agreement. 15. Recycling Program. In the event BANK 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, BANK at its sole cost and expense shall: (i) 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 EXHIBIT A RFP 7 - 17 PAGE 35 available from CITY’s Solid Waste Management Division and by calling City of Fresno Recycling Hotline at (559) 621-1111. (ii) 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. (iii) Cooperate with and demonstrate to the satisfaction of CITY’s Solid Waste Management Division the establishment of the recycling program in paragraph (i) above and the ongoing maintenance thereof. 16. Conflict of Interest and Non-Solicitation. (a) Prior to CITY’s execution of this Agreement, BANK 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, BANK shall have the obligation and duty to immediately notify CITY in writing of any change to the information provided by BANK in such statement. (b) BANK 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.). BANK shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, BANK shall immediately notify CITY of these facts in writing. (c) In performing the work or services to be provided hereunder, BANK 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. (d) BANK shall not employ an individual who, within 12 months immediately preceding such employment did, in the individual's capacity as a CITY official, officer or employee, participate in, negotiate with or otherwise have an influence on the recommendation made to the Administrator or City Council in connection with the selection of, or award of this Agreement to, BANK. (e) BANK 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) Neither BANK, nor any of BANK’s subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Project unless fully disclosed to and approved by the City Manager, in advance and in writing. BANK and any of its EXHIBIT A RFP 7 - 17 PAGE 36 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, BANK shall remain responsible for complying with Section 12(b), above. (g) If BANK should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, BANK shall include the provisions of this Section 12 in each subcontract and require its subcontractors to comply therewith. (h) This Section 12 shall survive expiration or termination of this Agreement. 17. Nondiscrimination. BANK 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. During the performance of this Agreement, BANK agrees as follows: (a) BANK will comply with all laws and regulations, as applicable. No person in the United States 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) BANK 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. BANK shall take affirmative action to 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 action shall include, 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. BANK agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. (c) BANK will, in all solicitations or advertisements for employees placed by or on behalf of BANK, 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) BANK 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 BANK’S commitment under this EXHIBIT A RFP 7 - 17 PAGE 37 section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 18. Independent Contractor. (a) In the furnishing of the services provided for herein, BANK is acting solely as an independent contractor. Neither BANK, 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 or supervise or direct the manner or method by which BANK shall perform its work and functions. However, CITY shall retain the right to administer this Agreement so as to verify that BANK is performing its obligations in accordance with the terms and conditions thereof. (b) This Agreement does not evidence a partnership or joint venture between BANK and CITY. BANK shall have no authority to bind CITY absent CITY’S express written consent. Except to the extent otherwise provided in this Agreement, BANK shall bear its own costs and expenses in pursuit thereof. (c) Because of its status as an independent contractor, BANK and its officers, agents and employees shall have absolutely no right to employment rights and benefits available to CITY employees. BANK 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, BANK shall be solely responsible, indemnify, defend and save CITY harmless from all matters relating to employment and tax withholding for and payment of BANK'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, BANK may be providing services to others unrelated to CITY or to this Agreement. 19. 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. 20. Binding. Subject to Section 17, 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. 21. Assignment. EXHIBIT A RFP 7 - 17 PAGE 38 (a) This Agreement is personal to BANK and there shall be no assignment by BANK of its rights or obligations under this Agreement without the prior written approval of the City Manager or his/her designee. Any attempted assignment by BANK, its successors or assigns, shall be null and void unless approved in writing by the City Manager or designee. (b) BANK hereby agrees not to assign the payment of any monies due BANK 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 BANK directly to BANK. 22. Compliance With Law. BANK shall post collateral in accordance with Sections 53649 through 53668 of the California Government Code, and shall further comply with all depository regulations and requirements as set forth in the City of Fresno Charter and Municipal Code, California Government Code, and other applicable state and federal laws. In providing the services required under this Agreement, BANK 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. 23. 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. 24. 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. 25. 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. 26. 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. 27. 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. 28. 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. EXHIBIT A RFP 7 - 17 PAGE 39 29. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the reference, incorporated into and made a part of this Agreement. 30. 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. No CITY official by its signature on any BANK set-up form, service agreement, signature card, identification form, call-back form, wire authorization, ACH Form, or any other standard form, shall have the authority to cause any provision therein to supersede the terms and conditions of this Agreement. Any such reference on such forms purporting to do so is null and void. The terms and conditions of this Agreement shall take precedence over any such standard form of the BANK. 31. 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. 32. 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. 33. Dispute Resolution and No Right to Setoff. (a) The parties may agree in writing to mediation or arbitration (binding or non-binding), in the event of a dispute between the parties related to this Agreement. BANK acknowledges that CITY expressly does not agree to binding arbitration for the resolution of disputes between the parties related to this Agreement and BANK shall not require CITY’s signature on BANK’S set-up forms, user documentation or other documents required by BANK pursuant to this Agreement that may contain such a requirement. BANK agrees that any such provision will be deleted by BANK from such forms and documents prior to presentation to CITY. CITY expressly reserves its right to a trial by jury in any action or proceeding which may arise in connection with this Agreement. (b) In no event shall BANK have the right to a setoff and BANK shall not debit CITY’s accounts for attorney’s fees with respect to collection of overdrafts, adverse claims, legal process, freezing CITY’s account, fees for banking services, or any other fees or amounts owed to BANK. 34. 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 EXHIBIT A RFP 7 - 17 PAGE 40 Agreement may be modified only by written instrument duly authorized and executed by both CITY and BANK. IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written. CITY OF FRESNO, [Bank’s Name], a California municipal corporation [nature of business] By:_____________________ By:_____________________ [Name], [Title] Name: __________________ ATTEST: YVONNE SPENCE Title:___________________ City Clerk By:______________________ By:____________________ Deputy Name:__________________ Title:___________________ APPROVED AS TO FORM: DOUGLAS SLOAN City Attorney By:______________________ [Name] Date Senior Deputy Addresses: CITY: BANK: City of Fresno [Bank’s Name] Attention: Corrina Barbarite, Treasury Officer Attention: [Bank Rep] 2600 Fresno Street, Room 2156 [Street Address] Fresno, CA 93721-3622 [City, State, Zip] Phone: (559) 621-7005 [Bank Phone Number] FAX: (559) 457-1310 [Bank FAX Number] [Bank e-mail address] Attachments: 1. Exhibit A - Request for Proposal [and Addenda, if applicable] 2. Exhibit B - Proposal [and revisions, if applicable] 3. Exhibit C - Conflict of Interest Disclosure Form EXHIBIT A RFP 7 - 17 PAGE 41 EXHIBIT C DISCLOSURE OF CONFLICT OF INTEREST REQUEST FOR PROPOSALS Banking Services PROJECT TITLE 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 (name) (company) (address) Additional page(s) attached. (city state zip) EXHIBIT A The Power of Connections Delivering innovative and holistic treasury services to the City of Fresno Submitted by: Patty Ramirez Jonathan Millard Director; PSB Senior Client Manager Senior Vice President; Market Leader 714.577.1494 415.913.2834 patty.ramirez@baml.com jonathan.millard@baml.com September 29, 2017 EXHIBIT B Bank of America Merrill Lynch Table of Contents|i Table of Contents Tab II—Transmittal Letter ................................................................................................................ 1 Statement of Acceptance of Agreement Requirements ..................................................... 3 Certification for Local Preference ....................................................................................... 4 Non-Collusion Affidavit ....................................................................................................... 6 Business License .................................................................................................................. 8 Signature Page ..................................................................................................................... 9 Certification .......................................................................................................................12 Tab III - Bank and Staff Profile ........................................................................................................13 a. Overview ........................................................................................................................13 b. Experience .....................................................................................................................14 c. Relationship Management.............................................................................................15 d. Compliance and Exceptions...........................................................................................17 Tab IV - Deposit Processing ............................................................................................................18 Tab V - FDIC Charges and Float.......................................................................................................22 Tab VI -Account Reconcilement .....................................................................................................23 Tab VII - Electronic Money Transfers .............................................................................................26 Tab VIII - Change/Currency Order Services ....................................................................................28 Tab IX - Balance Reporting .............................................................................................................29 Tab X - Direct Deposit .....................................................................................................................31 Tab XI – ACH Payments ..................................................................................................................33 Tab XII – Check Truncation .............................................................................................................34 Tab XIII - Collected Balances and Earnings Allowance ...................................................................35 Tab XIV - Overdraft Protection .......................................................................................................36 Tab XV – Payee Positive Pay ...........................................................................................................37 Tab XVI – Courier Service ...............................................................................................................38 Tab XVII - Pricing Terms and Conditions .........................................................................................39 Tab XVIII - Pricing Schedule ............................................................................................................40 Attachment A – Pricing Proforma .....................................................................................41 Tab XIX - Conversion Plan ...............................................................................................................45 Tab XX - Service Enhancements .....................................................................................................47 Tab XXI - Benefits for City Employees.............................................................................................50 Tab XXII – Remote Deposit Additional Information .......................................................................51 EXHIBIT B Bank of America Merrill Lynch Table of Contents|ii Tab XXIII – Fresno Economic Development Efforts ........................................................................54 Tab XXIV – Code of Ethics ...............................................................................................................59 Tab XXV – Controlled Disbursement ..............................................................................................60 Tab XXVI —Business Continuation Plan .........................................................................................62 Tab XXVII —Red Flag Requirements ...............................................................................................64 Exhibits ...........................................................................................................................................66 Tab A: Contract Samples ...................................................................................................66 Tab B: Annual Report and Ratings .....................................................................................67 Tab C: Account Analysis .....................................................................................................69 Tab D: Disclosures .............................................................................................................70 Tab E: Pricing Schedule ......................................................................................................71 Clarifications ...................................................................................................................................72 Disclosures ......................................................................................................................................73 Appendix .........................................................................................................................................74 EXHIBIT B Bank of America Merrill Lynch Tab II—Transmittal Letter|1 Benefits for the City Service excellence Existing close relationship No system changes No transition costs Proven success with public sector clients Competitive pricing Cutting- edge solutions Tab II—Transmittal Letter September 29, 2017 Laura Rapp, Senior Procurement Specialist City of Fresno – Office of the Purchasing Manager 2600 Fresno Street, Room 2156 Fresno, CA 93721 Dear Ms. Rapp: Thank you for the opportunity to demonstrate our desire to continue serving as the City’s financial services partner. Over the years, Bank of America has cultivated a strong and trusting relationship with the City. We recognize your unique banking needs, will continue to deliver our expertise as your primary banking services provider, and will work closely with you – as we did when Fresno was seriously impacted by recent drought – to help you improve your financial condition. Our goal is to serve as a valued team member to the City, enabling you to achieve your goals of improving processes and promoting efficiencies through technological advances and best practices. We recognize the important role the City plays in the community and your desire to collaborate with a client- focused and highly qualified financial institution. Our goals align with the City’s goals, and we will continue to work in tandem with you to enhance your operational and service excellence. We will help the City achieve your objectives and will continue to be as responsive to the people of Fresno as you are. Delivering on the City’s key evaluation criteria We look forward to fully discussing with the City why and how Bank of America is best suited to continue serving as your trusted partner. Here is an overview of how your most critical evaluation criteria will be exceeded:  Comprehensiveness of services The bank has the proven ability to meet the City’s comprehensive financial needs. We demonstrate throughout our proposal the bank’s ability to meet your specifications and service levels, while presenting new solutions to enhance efficiency for the City.  Public sector experience and resources The bank understands your treasury services needs and preferences like no other provider. The bank’s Public Sector Banking group is dedicated solely to government clients, such as the City. This is an important distinction between our competition and us.  Strength and stability of financial institution Bank of America is one of the world's leading financial institutions, and a key priority for us has been to strengthen our balance sheet by selling non-core assets, generating capital and maintaining strong liquidity levels. Our strong balance sheets, liquidity, credit ratings and tier one capital ratio clearly evidence our strength and stability. EXHIBIT B Bank of America Merrill Lynch Tab II—Transmittal Letter|2 Assigned relationship manager and team The City will continue to be served by a familiar client team that specializes in public sector clients, has a deep understanding of your financial needs and works with similar entities on a daily basis. Working together, this team delivers comprehensive relationship, service, technical, and day-to-day support to the City. Service enhancements Bank of America presents comprehensive electronic payments and receivables solutions in our proposal that will enable the City to increase efficiency, maximize cost reduction and mitigate risk. Cost for Services Bank of America has provided competitive pricing and will continue to work with the City to introduce service enhancements and to automate processes aimed at cost reduction. Driving innovation with the power of technology When innovation and experience unite, new possibilities emerge. The bank fully embraces this idea, continually investing in state-of-the-art technology to help our clients work smarter and more effectively. In our effort to help the City achieve new efficiencies, we recommend that you consider the following enhancements: Digital Disbursements service — An economical and convenient way for the City to distribute funds to your consumer customers using only a mobile number or email address. Paymode-X Connect – With this all digital, online payment system, you can send and receive electronic payments and detailed remittance data to and from your suppliers, customers and employees. Bank of America will continue to deliver with integrity and professionalism to help the City in any way we can, to increase productivity and hold costs to a minimum, and to serve as your trusted advisor. We present a spectrum of innovations and look forward to continue delivering to the City the ingenuity Bank of America brings to the table. We look forward to the results of your evaluation. Sincerely, Patty Ramirez Director; Senior Client Manager Bank of America Merrill Lynch 714.577.1494 patty.ramirez@baml.com EXHIBIT B Bank of America Merrill Lynch Tab II—Transmittal Letter|3 Statement of Acceptance of Agreement Requirements Proposer’s Name Bank of America, N.A. STATEMENT OF ACCEPTANCE OF AGREEMENT REQUIREMENTS REQUEST FOR PROPOSALS FOR: BANKING SERVICES The Proposer shall sign below that the Proposer accepts in whole the terms and conditions of the Sample Agreement set forth in this RFP. If the Proposer takes exception to some or all of the Sample Agreement, the Proposer shall sign that the Proposer does not accept all portions of the Sample Agreement, and will present in hard copy and on a CD, a redline revision of the Sample Agreement that incorporates the Proposer’s terms and conditions. ACCEPT DO NOT ACCEPT Please note: The bank cannot accept in whole the terms and conditions of the Sample Agreement. A redline revision of the Sample Agreement is in the Appendix (Appendix 01). Additional clarifications are provided in the Clarifications section of our response. The bank is confident that we can successfully negotiate a mutually agreeable contract with the City. Signature of Authorized Person Patty Ramirez, Director, Sr. Client Manager Type or Print Name of Authorized Person EXHIBIT B Bank of America Merrill Lynch Tab II—Transmittal Letter|4 Certification for Local Preference Proposer’s Name Bank of America, N.A. CERTIFICATION FOR LOCAL PREFERENCE REQUEST FOR PROPOSALS FOR: BANKING SERVICES We certify that we qualify as a local firm pursuant to Fresno Municipal Code Section 4 -109. We certify that we qualify as a non-local firm which has formed an association for pecuniary profit with the local firm listed below for the project being proposed wherein the benefit to the local firm is an amount greater than 15% of the total contract price for the project (as provided in Fresno Municipal Code Section 4-109). Location of Proposer’s Business: Primary Office (Please provide street address, no PO Box) Branch Office Address: See following page for a listing of Bank of America’s Fresno branch office locations (Please mark as applicable) Phone: Name and Location of Associated Local Firm’s Business: Primary Office Name: Branch Office (Please provide street address, no PO Box) (Please mark as applicable) Address: Phone: The undersigned Proposer hereby certifies 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. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. EXHIBIT B Bank of America Merrill Lynch Tab II—Transmittal Letter|5 Bank of America Financial Centers in Fresno, CA Financial Center Name Address City State Zip County Phone Category Calwa 2611 S Cedar Ave Fresno CA 93725-2082 Fresno 559.445.7321 Full Service Cedar-Shields 3435 N Cedar Ave Fresno CA 93726-6002 Fresno 559.445.7456 Full Service East Fresno 4445 E Tulare St Fresno CA 93702-3094 Fresno 559.445.7765 Full Service Manchester 3790 N Blackstone Ave Fresno CA 93726-5306 Fresno 559.445.7722 Full Service Fashion Fair 590 E Shaw Ave Fresno CA 93710-7774 Fresno 559.445.7341 Full Service Fig Garden Financial Ctr 5292 N Palm Ave Fresno CA 93704-2209 Fresno 559.445.7731 Full Service River Park 7837 N Blackstone Ave Fresno CA 93720-2992 Fresno 559.445.7318 Full Service Fresno City Center 2513 Fresno St Fresno CA 93721-1804 Fresno 559.445.7563 Full Service Shaw-Westgate 3411 W Shaw Ave Fresno CA 93711-3204 Fresno 559.445.7850 Full Service Shields-West 1111 W Shields Ave Fresno CA 93705-3936 Fresno 559.445.7222 Full Service Sunnyside 5708 E Kings Canyon Rd Fresno CA 93727-4795 Fresno 559.445.7785 Full Service West Fresno 1521 Fresno St Fresno CA 93706-1676 Fresno 559.445.7773 Full Service Woodward Plaza 8971 N Cedar Ave Fresno CA 93720-1890 Fresno 559.297.2040 Full Service EXHIBIT B Bank of America Merrill Lynch Tab II—Transmittal Letter|6 Non-Collusion Affidavit Proposer’s Name Bank of America, N.A. NON-COLLUSION AFFIDAVIT REQUEST FOR PROPOSALS FOR: BANKING SERVICES Proposer declares under penalty of perjury under the laws of the State of California that this proposal is not made in the interest of or on behalf of any undisclosed person, partnership, company, association, organization or corporation; that such proposal is genuine and not collusive or sham; that said Proposer has not directly or indirectly induced or solicited any other Proposer to put in a false or sham proposal and has not directly or indirectly colluded, conspired, connived, or agreed with any Proposer or anyone else to put in a sham proposal, or that anyone shall refrain from submitting a proposal; that said Proposer has not in any manner directly or indirectly sought by agreement, communication, or conference with anyone to fix the proposal price of said Proposer or of any other Proposer, or to fix any overhead, profit, or cost element of such proposal price, or of that of any other Proposer, or to secure any advantage against the public body awarding the Contract of anyone interested in the proposed Contract; that all statements contained in such proposal are true, and further, that said Proposer has not directly or indirectly submitted his proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid and will not pay any fee in connection therewith, to any corporation, partnership, company, association, organization, proposal depository, or to any member or agent thereof, or to any other individual except to any person or persons as have a partnership or other financial interest with said Proposer in this general business. The above Non-Collusion Affidavit is part of the proposal. Signing this proposal on the signature page thereof shall also constitute signature of this Non-Collusion Affidavit. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. EXHIBIT B Bank of America Merrill Lynch Tab II—Transmittal Letter|7 Addenda The City makes a concentrated effort to ensure any addenda issued relating to these Specifications are distributed to all interested parties. It shall be the Proposer's responsibility to inquire as to whether any addenda to the Specifications have been issued. Upon issuance by the City, all addenda are part of the proposal. Signing the proposal on the signature page thereof shall also constitute signature on all addenda. Time Period to Award/Reject The undersigned Proposer agrees that the City may have 180 DAYS from the date proposals are opened to accept or reject proposals. It is further understood that, if the Proposer to whom any award is made fails to enter into a Contract as provided in the Specifications, award may be made to another Proposer, who shall be bound to perform as if she/he had received the award in the first instance. EXHIBIT B Bank of America Merrill Lynch Tab II—Transmittal Letter|8 Business License BUSINESS LICENSE ( ) The Proposer has a current City of Fresno Business License and the number is Please note: Bank of America, N.A. is a federally chartered national banking association under the authority of The Office of the Comptroller of the Currency and authorized to do business in all states within the United States. As a national bank, Bank of America, N.A. is not subject to licensing and supervision by state regulators due to preemption under Federal law. EXHIBIT B Bank of America Merrill Lynch Tab II—Transmittal Letter|9 Signature Page SIGNATURE PAGE By my signature on this proposal I certify, under penalty of perjury, that the statements contained in this proposal are true and correct. PROPOSAL SUBMITTED BY: (Please follow the instructions for each line, as explained below.) (1) Bank of America, N.A. (714) 577-1494 (904) 312-5923 Firm phone Fax (2) National Association (Corp) (Individual) (Partner) (Other) (3) 275 Valencia Ave., 1st Floor Mailcode: CA7-701-01-73 Business Address Brea CA 92823 City State Zip Code (4) By: Signature of Authorized Person Patty Ramirez, Director, Sr. Client Manager Type or Print name of Authorized Person and Title Federal tax I.D. No.: 94-1687665 Date: 9.29.2017 INSTRUCTIONS FOR SIGNATURE PAGE CORPORATIONS: INCLUDE ACKNOWLEDGMENT OF SIGNATURE BY NOTARY IN CORPORATE FORM (See Line 4(a), of next page.) INDIVIDUALS, PARTNERSHIPS OR JOINT VENTURES: INCLUDE ACKNOWLEDGMENT OF SIGNATURE BY NOTARY. LINE 1: The name of the Proposer must be the same as that under which a license is issued, if a license is required. If the Proposer is a corporation, enter the exact name of the corporation under which it is incorporated; if Proposer is an individual, enter name; if Proposer is an individual operating under a trade name, enter name and dba (trade name in full); if a partnership, enter the correct trade style of the partnership; if a joint venture, enter exact names of entities joining in the venture. LINE 2: Identify here the character of the name shown under (1), i.e., corporation (including state of incorporation), individual, partnership, or joint venture. LINE 3: Enter the address to which all communications and notices regarding the proposal and any Contract awarded thereunder are to be addressed. EXHIBIT B Bank of America Merrill Lynch Tab II—Transmittal Letter|10 LINE 4: (a) If the Proposer is a corporation, the proposal must be signed by an officer or employee Authorized to sign Contracts on behalf of the corporation evidenced by inclusion of one of the following certified by the secretary of the corporation (sample certification attached): a copy of the Articles of Incorporation, a copy of the Bylaws, a copy of the Board Resolution or Minutes authorizing the officer or employee to sign proposals and contracts. The signature of the officer or employee who signs the proposal must be acknowledged by a notary in the corporate form. (b) If Proposer is an individual, he/she must sign the proposal, or if the proposal is signed by an employee or agent on behalf of the Proposer, a copy of a power of attorney must be on file with the City of Fresno prior to the time set for the opening of the proposals or must be submitted with the proposal. Any signature must be acknowledged by a notary. (c) If the Proposer is a partnership, the proposal must be signed by all general partners; or by a general partner(s) authorized to sign proposals and contracts on behalf of the partnership evidenced by inclusion of either a copy of the Partnership Agreement or a recorded Statement of Partnership. All signature(s) must be acknowledged by a notary. (d) If the Proposer is a joint venture, the proposal must be signed by all joint venturers; or by a joint venturer(s) authorized to sign proposals and contracts on behalf of the joint venture evidenced by inclusion of either a copy of the Joint Venture Agreement or a recorded Statement of Joint Venture; and if the joint venturer(s) is a corporation or a partnership signing on behalf of the Joint Venture, then Paragraphs (a) and (c) above apply respectively. All signature(s) must be acknowledged by a notary. Where Proposer is a partnership or a corporation, the names of all other general partners, or the names of the president and secretary of the corporation, and their business addresses must be entered below: Please note: a listing of Bank of America’s executive management team is provided on the following page. To protect the privacy of our executives, we do not share publicly their business addresses. NAME ADDRESS NOTE: All addresses must be complete with street number, City, State and Zip Code. EXHIBIT B Bank of America Merrill Lynch Tab II—Transmittal Letter|11 EXHIBIT B Bank of America Merrill Lynch Tab II—Transmittal Letter|12 Certification EXHIBIT B Bank of America Merrill Lynch Tab III - Bank and Staff Profile|13 Tab III - Bank and Staff Profile a. Overview Provide a corporate overview of your financial institution and present the financial institution’s Community Reinvestment Act programs. Also identify the number of branches within the City limits and the nearest full- service branch that can assist us with our immediate banking needs. The financial institution must have a full- service branch in the City. Corporate overview Bank of America is one of the world's leading financial institutions, serving individual consumers, small and middle-market businesses and large corporations with a full range of banking, investing, asset management and other financial and risk management products and services. The company provides unmatched convenience in the United States, serving approximately 47 million consumer and small business relationships with approximately 4,500 retail financial centers, approximately 16,000 ATMs, and award-winning digital banking with approximately 34 million active users, including 23 million mobile users. Bank of America is a global leader in wealth management, corporate and investment banking and trading across a broad range of asset classes, serving corporations, governments, institutions and individuals around the world. Bank of America offers industry-leading support to approximately 3 million small business owners through a suite of innovative, easy-to-use online products and services. The company serves clients through operations in all 50 states, the District of Columbia, the U.S. Virgin Islands, Puerto Rico and more than 35 countries. Bank of America, N.A. (BANA) is a wholly owned indirect subsidiary of Bank of America Corporation, a federally chartered national banking association under the authority of The Office of the Comptroller of the Currency and authorized to do business in all states within the United States. Community Reinvestment Act As a national leader in community development, Bank of America Merrill Lynch brings the power of our human and financial capital to transform communities into vibrant, desirable places for people to live, work and raise families. In 2009, we committed to a goal of $1.5 trillion over 10 years towards community investment initiatives across all 50 states. For year-end goal results and additional information about how Bank of America Merrill Lynch is working to strengthen the fabric of communities where we do business, please visit www.bankofamerica.com/community. Bank of America, N.A. has an overall CRA performance rating of Satisfactory, having received a High Satisfactory rating in the Lending Test and an Outstanding rating in both the Investment and Service Tests. In California, the bank has an Outstanding rating. Financial center locations in Fresno Bank of America currently operates 13 financial centers in Fresno. The nearest full-service facility, just 0.2 miles from Fresno City Hall, is located at 2513 Fresno Street. Please refer to the Certification for Local Preference document for a full listing of Bank of America financial centers in Fresno. EXHIBIT B Bank of America Merrill Lynch Tab III - Bank and Staff Profile|14 b. Experience Describe the financial institution’s experience in providing services to the public sector. Include exclusive resources dedicated for the public sector. (Provide three references that are comparable to our size and financial needs in order for us to verify quality of service). Include a brief description of the services provided, how long such services have been provided, and a contact person (telephone number included) for each client described. Experience in providing services to the public sector Bank of America has provided services to the public sector since 1910. In 1982, we formed our Public Sector Banking Group to address specific needs of federal, state and local public sector clients. As a leading provider of banking services to the public sector, we have a unique depth of experience supporting organizations such as yours. Our innovative treasury management solutions help clients like the City improve visibility, optimize working capital and manage risk. We serve public sector clients throughout the United States and around the world. We have relationships with the vast majority of state governments, as well as with the top 50 cities and counties by population. The bank provides banking services to municipalities throughout California, including tax collectors, clerks, county governments, cities, school boards, universities, community colleges, transportation authorities and the State itself. Treasury services, specifically targeted to the public sector, include the following:  Disbursements and receipts – Collect and disburse funds with customized solutions designed to enable greater efficiency, flexibility, speed and control. As a leading cash management provider to the public sector, and one of the largest payments processors in the world, we provide guidance to help you automate and streamline a broad range of payments and receipts.  Card solutions – Streamline your accounts payable processes, control costs and reduce the risk of unauthorized spending with one of our market-leading card programs. We provide public sector organizations tailored, card-based solutions — including prepaid, purchasing and travel cards —all designed to save you administrative time and expense.  Liquidity management – Minimize idle cash balances and effectively position your funds to address your organization’s current and future requirements. Options include depository and overnight investments, CDs, repurchase agreements, commercial paper, treasury and agency securities and money market mutual funds. Cash Management leadership results from investment in our core business Bank of America is at the forefront of Cash Management Services because we actively invest in the people and products to better serve our clients. We lead from our market position and capabilities, and continue to invest in the platform with a $1 billion commitment over the last four years. The bank brings numerous competitive advantages to the table:  We are widely recognized across the industry for providing leading services to our clients. For the past six years, Global Finance named Bank of America the “Best Overall Bank for Cash Management.” In 2016, Euromoney recognized Bank of America as the “Best Bank in Transaction Services in North America.”  The bank’s call centers have been recognized for “An Outstanding Customer Service Experience” by J.D. Power for seven consecutive years. EXHIBIT B Bank of America Merrill Lynch Tab III - Bank and Staff Profile|15  For 10 consecutive years, Bank of America was awarded “Best Fraud Prevention” by Javelin Strategy & Research, a leading provider of nationally representative, quantitative research for financial services.  While we are proud of our global treasury awards and recognition, what is most important is our focus on our clients and their satisfaction in doing business with Bank of America. References We are pleased to provide the following references for clients similar in size and financial need to the City. Client references City and County of San Francisco Contact name Evelyn Mora, Director of Treasury Services Telephone | Email 415.554.5263 | evelyn.quizon-mora@sfgov.org Length of relationship Client for over 100 years Services provided Lockbox, Merchant Services, ZBA accounts, Depository +, Vault Services, Escrow, Remote Deposit, Cash Vault, Account Reconcilement, Payee Positive Pay, ACH Servicers, Express Tax, Global Advice, CashPro Connect Receivables, Paymode-X Concentrator, Global Payments and CashPro Information Reporting. City of Irvine Contact name Cheryl Frey, Treasury Specialist Telephone | Email 949.724.6033 | cfrey@cityofirvine.org Length of relationship Client since 1996 Services provided CashPay Cards (payroll), Purchasing Card, Remote Deposit, Cash Vault, ZBA accounts, Depository +, Vault Services, Payee Positive Pay, Account Reconcilement, ACH, Global Payments and CashPro Previous and Current Day Information Reporting. City of San Diego Contact name Kent Morris, MBA, CTP Chief Investment Officer Telephone | Email 619.533.6253 | KMorris@sandiego.gov Length of relationship Client since 1989 Services provided Remote Deposit, Depository +, Cash Vault, Electronic Returned Items, Vault Services, Merchant Services, Controlled Disbursement, Full Account Reconcilement, Positive Pay, ACH Services, Express Tax, Paymode-X Concentrator, CashPro Biller Gateway, CashPro Connect Receivables, Global Payments and CashPro Information Reporting. c. Relationship Management Describe the relationship team that will be assigned to service our account. Describe individual roles and responsibilities, briefly detailing their credentials and related banking experience. Bank of America’s mission is to provide our clients with exceptional services through a dedicated public sector client team. We pride ourselves on delivering the highest quality of service in the banking industry and have made it a national focus to serve our governmental and public-interest clients. EXHIBIT B Bank of America Merrill Lynch Tab III - Bank and Staff Profile|16 This concentrated approach allows the team to discern the particular needs and interests of your business segment. The team is committed to leveraging this knowledge to introduce innovative ideas with the goal of streamlining processes and delivering solutions to meet the City’s needs. A client team that supports government entities As a public sector banking client, the City’s relationship with Bank of America will continue to be managed by a familiar client team consisting of public sector banking professionals with decades of cumulative banking experience. You will be supported by our product management, implementation (as necessary) and service teams, who work together to help ensure the City’s goals are met. Each member of the team has a specific focus on the public sector industry. This client-focused framework allows us to create value continuously by serving as consultants, sharing best practices of other governmental agencies and delivering fresh ideas. Key Bank of America staff for the Tax Collector Senior Client Manager Patty Ramirez is your main point of contact for strategic guidance and overall needs within the bank. She has full responsibility for all aspects of the relationship and will help identify objectives and offer financial and banking solutions that help you achieve your goals. Patty is supported by Senior Treasury Solutions Analyst William Shimada and Sales Support Associate Jeffrey Keyes. This team knows the City and your banking needs, and will continue to deliver the same level of service excellence you are accustomed to. For all day-to-day servicing needs, the City will continue to work with Dedicated Service Director Abel Nava, who specializes in servicing public sector clients and provides swift issue resolution. It is important to note that most banks provide service for their public sector clients with general servicing personnel who are often not familiar with the unique needs of your sector. This is an important distinction between Bank of America and our competitors. Brief resumes for each key staff member are below. Patty Ramirez – Director; Senior Client Manager Patty Ramirez is a Director; Senior Client Manger with 11 years in government banking, the last eight years specifically focused in treasury management. She manages 47 California municipal government clients. Patty has over 31 years of commercial banking experience, which includes 12 years as a commercial and government banking sales support manager. She is responsible for managing your overall relationship with the bank. She provides strategic treasury solutions and informs you of new products and services that are available. Patty is a member of the California Municipal Treasurers Association as well as the California Association of County Treasurers and Tax Collectors. Her responsibilities include: delivering a positive and seamless client experience, leading and coordinating the delivery of the bank’s capabilities to meet the City’s strategic plans and treasury needs. 714.577.1494 | patty.ramirez@baml.com Will Shimada – Senior Treasury Solutions Analyst Will has been with Bank of America for 25 years. He has extensive knowledge of treasury products and implementation procedures. Will’s time at the bank has been in Treasury Management, Global Customer Service, supporting Commercial, Business Capital, Real Estate, and Dealer Finance clients. Will has also worked in operations in the bank’s item processing unit, cash vault and financial centers. EXHIBIT B Bank of America Merrill Lynch Tab III - Bank and Staff Profile|17 He has been in Treasury Management the last four years as a Public Sector Treasury Solutions Analyst, supporting over 100 California municipalities. Will is responsible for supporting all business development and retention efforts of the Client Manager and for identifying potential treasury solutions to customer cash management needs. He assists in relationship building through frequent client contact, service fulfillment and ensuring client satisfaction. 657.216.5322 | william.k.shimada@baml.com Sales Support Associate Jeffrey Keyes Jeffrey Keys supports the City’s client manager, Patty Ramirez, with service and operational issues and partners with the Treasury and Service and Fulfillment teams to resolve client issues and develop client relationships. Jeffrey has more than 19 years of experience in banking, financial services and customer service. He has worked in multiple lines of business, including consumer, small business and public sector banking. During his 12 years at Bank of America, Jeffrey has held a variety of positions, including Small Business Specialist, Senior Banker, Personal Banker and Sales Support Associate. He has worked with government clients of all sizes. His responsibilities have included transaction fulfillment, customer service, sales and product training, account research and problem resolution. Jeffrey currently works with approximately 75 clients. These include most every type of public sector entity, including states, counties, municipalities, universities and colleges, school districts, public utility districts, municipal ports, housing authorities, transit authorities, water and sewer districts and courts. Jeffrey holds an Associate of Arts Degree from Sacramento City College. 916.326.3112 | jeffrey.keyes@baml.com Dedicated Service Director Abel Nava Abel Nava is a member of the Brea Government Banking group that manages more than 400 state and local public sector clients. He has been with Bank of America since 2008 and currently services complex public sector client relationships. His portfolio spans California, Oregon, Arizona and Texas. He is experienced in resolving issues with a variety of treasury management products, including account reconcilement, lockbox, controlled disbursement and zero balance accounts. He is a seasoned associate who frequently provides advice and guidance to his teammates and assists in resolving issues that require escalation. Abel’s key responsibilities include, managing accounts, servicing the various departments/agencies and coordinating implementations. He researches, analyzes and resolves issues related to a wide range of treasury and/or depository products and services of varying complexity, and proactively identifies root causes of recurring problems. 888.715.1000, Ext. # 61684 | abel.nava@baml.com d. Compliance and Exceptions Include a statement to confirm your financial institution’s compliance with the City’s minimum qualifications. Also, list any exceptions to required services. Bank of America fully complies with all of the City’s minimum qualifications. We have no exceptions to your required services. EXHIBIT B Bank of America Merrill Lynch Tab IV - Deposit Processing|18 Tab IV - Deposit Processing The City deposits are decentralized, and each department or location prepares a deposit into their depository plus account. These accounts ZBA to the general account daily. Most locations deposit both cash and checks. However, some only deposit checks or rarely deposit cash. These locations currently use remote deposit for their checks. Utility Billings and Collections and Business License are currently using Image Cash Letter due to the volume of checks being processed. Utilities Billings and Collections also receive a payment concentrator file from our bank containing the online banking payments. Additionally, the City’s bus system and parking meters deposit coin only on a daily basis. Describe how the financial institution would handle the City deposits (i.e., retail branch, local cash vault, out of the area cash vault, as well as options to deposit electronically). Bank of America has an extensive financial center and depository ATM network within Fresno. By using in-person delivery or night depositories at our local financial centers, we offer an easy way for the City to manage small dollar, low volume check deposits and change order needs. Financial centers, ATMs and our conveniently located Fresno cash vault are available for check and currency deposits. Deposit tracking gives the City insight into the full lifecycle of a cash vault deposit — from preparation, through each change of custody, ending with posting and deposit verification. Timely and accurate deposit processing The City benefits from the strength of our franchise, accurate and timely deposit processing and innovative deposit reporting. Bank of America can continue to accommodate a wide range of deposit options. An overview of these options is below. Cash Vault Our Cash Vault Service offers you a convenient and efficient way to deposit your cash and checks. Sophisticated technology provides safety controls and faster deposit and change order processing. Our enhanced technology employs stringent controls, streamlines the handling of deposits and change orders and offers quick response to client inquiries. Cash Vault Services allow for:  An efficient process for handling deposits and change orders  Reduced costs through the consolidation of deposit activity  Accelerated cash availability by providing same-day credit for cash, split and mixed deposits Quick Business Deposit® When making large deposits to a cash vault is not feasible, we offer our Quick Business Deposit service at our full-service financial center locations and image-enabled, depository ATMs. The Quick Business Deposit service:  Provides same-day provisional credit, allowing the City to deliver deposits to the financial centers. A two-pocket, tamper-evident, disposable deposit bag separates the cash from the deposit ticket and checks.  Enables a teller to verify the cash during off-peak hours and keeps you from waiting at the teller window while the cash is verified. The result is greater efficiency for you. EXHIBIT B Bank of America Merrill Lynch Tab IV - Deposit Processing|19 CashPro Remote Deposit This efficient, easy-to-use, low-cost, web-based application allows the City to electronically deposit check receivables using no cost bank-provided scanners. With later deadlines and the elimination of trips to the bank, the City benefits from an increase in overall employee productivity and funds availability and a decrease in the fees associated with deposit corrections. Remote deposit leverages the Check 21 Act, which permits check truncation and eliminates the original check from the clearing process. It is the market-leading, road-tested capture product that places item truncation at the beginning of the payment stream. With CashPro Remote Deposit, the City can continue to:  Take advantage of the latest deposit deadlines in the industry for same-day ledger credit.  Make deposits after the close of business, on weekends or holidays and gain access to funds more quickly than if deposited at a banking center.  Take advantage of immediate availability of On Us items.  Improve fraud control.  Benefit from multiple real-time reporting options can be customized to meet your needs. Image Cash Letter Designed to allow clients to truncate original checks for deposit and make deposits more efficiently, Bank of America’s Image Cash Letter Service provides a more streamlined way to electronically deposit U.S. denominated checks drawn on U.S. banks. The City can continue to use your remittance processing equipment to capture MICR line and front and back images of checks, then create and electronically send us an image cash letter file in lieu of delivering a traditional paper cash letter or deposit. The benefits of using this service to the City include:  Reduced transportation costs associated with traditional paper cash letter deposits.  Expedited check processing  Streamlined back-office procedures  Later processing deadlines  Faster access to funds and notification of returned checks Remote Cash Capture Bank of America’s cash automation and optimization services, SafeConnect Plus® and CASH360™ Lite, can help the City simplify the processing of cash and move towards a holistic cash management solution. SafeConnect Plus offers an end-to-end remote cash deposit service providing accelerated provisional credit. The bank and G4S will provide your armored transportation service and smart safe needs. Cash360 Lite is perfect for entities that need all the functionality of a cash recycler, but don’t have enough cash or space for the larger recycler. Cash360 Lite is available with a check imaging option. A brief overview of these services is below. SafeConnect Plus Bank of America Merrill Lynch’s SafeConnect Plus service enables our clients to receive accelerated credit for cash deposited into a bill-validating safe. Through a strategic relationship with G4S, our end-to-end remote cash processing solution includes a deposit-only electronic safe, hardware maintenance, cash pick up and deposit transmission and reporting. Deposits made by 8 p.m. will be posted with same day credit. SafeConnect Plus creates an end-to-end cash handling process with robust security features and better operational efficiencies, liquidity and visibility into your cash position. EXHIBIT B Bank of America Merrill Lynch Tab IV - Deposit Processing|20 SafeConnect Plus can enable you to:  Reduce cash-handling risk – Once the money is deposited in the on-site safe, it cannot be touched until picked up by the armored carrier.  Increase productivity – Deposit preparation, transport to the bank and consolidated reporting is handled for you.  Gain faster access to funds – Communication between the safe, G4S and Bank of America can mean cash receipts become usable funds faster. CASH360 Lite Bank of America’s CASH360 Lite service is an end-to-end cash handling solution that includes the hardware (a cash recycler device sized for your cash needs), software, service, maintenance and transportation. In addition, Bank of America provides bank-owned cash to stock the devices and provisional credit for daily deposits using the device. The CASH360 service allows you to deposit and withdraw cash from a recycler, as well as scan and deposit checks through an integrated process, helping you to reduce or eliminate labor-intensive cash and check processing tasks. The use of bank-owned cash, frees up “trapped” cash, helping you to enhance your working capital management. Additionally, the CASH360 service has robust security features and provides enhanced operational efficiencies, liquidity, and visibility into your cash position. You will generally receive accelerated, provisional credit for cash and check receipts on a same or next business day basis. The CASH360 service can help you to:  Increase productivity – Because the recycler streamlines the labor-intensive in-store cash logistics process, your employees can focus on other important tasks that help contribute to your bottom line.  Enhance working capital management – Bank of America supplies the cash in the recycler, freeing up trapped cash for other business purposes such as investment or debt repayment.  Gain faster access to funds – Communication between the recycler and Bank of America can mean cash receipts become usable funds faster.  Reduce costs – The recycler can reduce levels of idle cash, sales floor and cash office labor and transportation costs.  Reduce losses and investigations – The recycler (provided by G4S) has robust security features in order to help deter unauthorized access. Bank adjustments are also potentially minimized, due to the typically increased accuracy of the deposits counted by the device.  Reduce risk – The cash in the recycler is owned by Bank of America. Coin processing Bank of America accepts coin deposits prepared in the following manner, depending upon where the coin deposit is delivered. Financial center Coin deposits of less than $10 may be rolled or loose. Coin deposits in excess of $10 should be placed loose, sorted or unsorted, in a plastic coin bag with its own deposit ticket. Coin bags delivered to a financial center should not exceed more than 25 pounds. Quick Business Deposit deposits may not contain more than $10 in coin. EXHIBIT B Bank of America Merrill Lynch Tab IV - Deposit Processing|21 Cash vault Coin deposits less than $25 can be included with currency deposits and should be placed loose in a coin envelope with the amount of coin written on the outside of the envelope. Coin deposits in excess of $25 should be placed loose, sorted or unsorted, in a plastic coin bag and listed on a separate deposit ticket. Coin bags should not exceed more than 50 pounds and should be packaged in special bulk coin plastic deposit bags. Coin consisting of less than $25 that is included within a currency deposit bag incurs no additional fee other than the per $100 deposited fee that also applies to the currency. For separate bags of bulk coin, there is a per bag fee in addition to the per-$100 deposited fee. EXHIBIT B Bank of America Merrill Lynch Tab V - FDIC Charges and Float|22 Tab V - FDIC Charges and Float Provide information on applicable FDIC and FICO charges, including surcharges, and the financial institution’s availability schedule. Also, present any float advantages we would benefit from by converting our relationship to your financial institution. Bank of America may charge an assessment based in part on our deposit insurance costs. This assessment is variable, and we may change it at any time without notice. We display the amount of the assessment on your statement. The Bank Deposit Assessment and Financing Corporation (FICO) assessment, when applicable, is based on an account’s average positive ledger balance for the month. The Bank Deposit Assessment may include deposit insurance, FICO assessment and other charges provided by law. This charge can be offset with earnings credit on eligible collected balances. Availability Schedule The bank offers multiple depository product options and availability schedules. Availability schedules are based on a variety of factors, including:  The time you can deposit  What type of channel was used to make the deposit (image vs. paper)  What types of items are being deposited (what are the routing numbers of items deposited)  Dollar value of the items deposited Accelerated schedules are generally reserved for electronic deposit products such as CashPro Remote Deposit and Image Cash Letter. Standard schedules are typically used for paper deposits made at a financial center or an item processing site. Copies of the following current City availability schedules are in the Appendix (Appendix 02a-02d):  Branch  Image Cash Letter  Remote Deposit  Vault Our schedules are reviewed annually against Federal Reserve standards and updated as necessary. EXHIBIT B Bank of America Merrill Lynch Tab VI -Account Reconcilement|23 Tab VI -Account Reconcilement The financial institution must provide monthly account reconcilement reports, financial institution statements, account analysis statements, confirmations and other report related features. The financial institution must be able to provide various reports and statements in a computer media and also provide specialized reports when requested. The City requires sixty (60) days from the date of the receipt of the account reconcilement report or bank statement in order to resolve questions regarding the City’s account(s). Describe the account reconciliation services offered by the financial institution. Also describe when the above information would be available to the City online. Online access to the bank’s reconciliation database helps improve control by integrating accounting and reconciliation functions into your daily workflow. This automated service expedites checking account reconcilement by balancing items posted to your account and delivering paid and outstanding check data in a timely manner. As we process checks, our reconcilement system automatically captures, audits and stores the serial number, date and amount of each transaction. Full and partial reconciliation plans are available to support the City’s needs for reconciling and balancing disbursement accounts. Our recommendation is that the City continues benefiting from our full reconciliation service. How Full Account Reconciliation works The City electronically provides information to Bank of America on the individual checks being issued prior to issuance. This information includes serial number, date issued and dollar amount. You can also include additional data for payee name and/or other discretionary data on each issue record. As checks are presented and posted to your Demand Deposit Account, we match the paid items to the issued items on file and produce reports at the end of your accounting cycle showing the results of the match. In addition to the standard reconciliation reports, a file can be transmitted that includes paid check and/or outstanding check information. How Partial Account Reconciliation works Bank of America balances the total checks appearing as “paid” on the reconciliation statement against the debit for checks paid on the demand deposit account statement. The City receives a report of all checks paid on your account for the reconciliation period. In addition to the standard reports, a paid check data file can be transmitted. Account Reconciliation processing workflow EXHIBIT B Bank of America Merrill Lynch Tab VI -Account Reconcilement|24 Increased capabilities with online access Online services allow the City to assign and maintain your list of users, as well as integrate accounting and reconciliation functions into your daily workflow. Security can be enhanced by segregating responsibilities between users. Efficiency is improved with the integration of exception processing and direct access to current bank information. Reconciliation inquiry The City may inquire on Reconciliation transactions, pending approval, pending confirmation or rejected issues. Issues submitted show as outstanding until the item has paid or the issue is cancelled or removed. Inquiries can be made on outstanding issues and current cycle cancelled issues, issues with stop payments, items paid with no issue and paid and reconciled items. Reconciliation information is retained in the CashPro Check Management application for the current and prior statement cycle Online account reconciliation reports Information Reporting Statement through CashPro Online is a flexible tool for quickly and easily managing your account reconciliation reports. The City can view reports online for up to two years, export them in a variety of formats and do online searches for specific check information. Available end of cycle full account reconciliation reports are listed below. Report Name Description Standard/ Optional Available Formats Comments AR Audit List of Issues A list of all issue and cancel transactions received from the previous business day regardless of input method. Standard PDF TXT CSV This report is available for any service type where the client is submitting issue and cancel transactions (PPY Full, PPY Partial and PPY No Recon) AR Consolidated A combined list of all checks, regardless of status (paid, reconciled, stopped, cancelled and outstanding) Standard PDF TXT CSV AR Diagnostic Summary Lists any item marked with an exception code in check number order. Standard PDF TXT AR Misc Credit List any non-check credit transaction occurring in the reconcilement period Standard PDF TXT CSV AR Misc Debit List any non-check debit transaction occurring in the reconcilement period Standard PDF TXT CSV AR Outstanding Settlement A settlement report of outstanding issues Standard PDF TXT This report is available for accounts set up for Positive Pay and a partial reconciliation. AR Recap of Posted Items Summarizes by day the total of paid checks, issues posted, stops placed, stops removed and cancels for the reconcilement period Standard PDF TXT EXHIBIT B Bank of America Merrill Lynch Tab VI -Account Reconcilement|25 Report Name Description Standard/ Optional Available Formats Comments AR Reconciliation Statement Summary DDA statement settlement and debit reconciliation settlement Standard PDF TXT AR Paid Only List of paid items for the reconcilement period Optional PDF TXT CSV AR Unpaid Only Lists unpaid outstanding issues, cancels and stops Optional PDF TXT CSV AR Paid No Issue Lists items paid without an offsetting issue on file Optional PDF TXT CSV AR Stop Payments List items for which stop payments have been placed. Cumulative report Optional PDF TXT CSV AR Float Report List the total count and amount of all checks paid in a period, grouped by the number of days elapsed between the issuance and the payment of the check Optional PDF TXT AR Daily Paid List of checks paid for a given day. Optional PDF TXT CSV AR Stale Dated Cancellation A list of outstanding issues cancelled for reason of stale dated. Optional PDF TXT CSV End of cycle reports are generated on the first business day after the cycle end date, in order to correct items from the last business day of the reconciliation cycle. Reports are available online the second business day after the cycle-end date, unless the reconciliation does not balance to the ending demand deposit account balance. The out of balance will be researched, corrected and available online by the fifth business day. When requested, hardcopy reports are mailed between the second and the fifth business day after the cycle end date. EXHIBIT B Bank of America Merrill Lynch Tab VII - Electronic Money Transfers|26 Tab VII - Electronic Money Transfers Describe the financial institution’s incoming and outgoing electronic money transfer services. Include safeguards and security measures offered. As an existing CashPro Online user, we recommend that the City continue to use this tool to initiate online outgoing electronic wire transfers and book transfers, as well as to access transaction activity, including incoming wire activity. Bank of America’s Wire Transfer services enable the City to make global, high-value, time sensitive payments using a variety of input methods in an environment with robust security. This service offers same-day funds transfer capabilities with immediate payment finality and is considered one of the most reliable disbursement methods in banking. It is designed to let you easily transfer funds that are cleared through the Federal Reserve System (Fedwire) or the Clearing House Interbank Payment System (CHIPS). Additionally, cross border payments are advised via SWIFT. Our wire transfer services allow you to transfer funds to or from virtually any place in the world — in most major currencies. With our global reach and expertise as one of the largest processors of wire transfers, we will help the City navigate your time-critical payments needs. How Wire Transfer works To begin, the City selects the wire transfer initiation method that best meets your needs. Payment instructions can be entered in a variety of ways, including:  Web-based (through CashPro Online)  Host-to-host (CashPro Connect)  Voice/Telephone  SWIFT Wire payment types (domestic, international and foreign exchange) may include: repetitive and non-repetitive, drawdowns, standing order, book, multibank transfers and IRS tax payments. Below is an overview of the wire transfer process flow. Process flow Payment initiation and security validation Wire transfer payment is initiated using your selected initiation method and security validation designed for that method. Payment options include domestic payments and receipts, cross- border payments and receipts, single and cross currency. Wire system receives and validates payment instructions Once the payment is released to the bank, our wire processing platform automatically repairs and releases many payments to the clearing system without manual intervention. Wires that require manual repair are routed to queues in the wire transfer system. These queues are monitored on an ongoing basis to ensure that items requiring repair are processed quickly:  When the routing is incorrect, it is automatically repaired.  When manual repair is required, it is performed by Wire Transfer operations. As a result of this state-of-the-art processing, we currently maintain a 96% straight-through processing rate for wire transactions. Anti-Money Laundering (AML) and Economic Sanctions validation Once payment instructions are validated, the transaction is scanned for AML and Economic Sanctions compliance. Appropriate action is taken, as needed. EXHIBIT B Bank of America Merrill Lynch Tab VII - Electronic Money Transfers|27 Process flow Payment settlement After AML/sanctions validation, the wire is released for final payment to the beneficiary through a book transfer, Fedwire, LVTS or CHIPS. Cross-border payments are advised via SWIFT. Intraday notifications Notification is provided intraday using your chosen method, which includes CashPro Online current-day reporting, wireless text notifications via CashPro Notifications, host-to-host reporting, email, voice and SWIFT MT900s for debit confirmations, MT910s for wire receipts and MT942s for intraday statements. End-of-day processing Debit and credit entries are passed for final accounting entries to your deposit account and reported on CashPro Online Previous Day reporting or using the method you select. Security The City specifies the level of security you require as options are flexible and can be established or adjusted to best meet your needs:  With CashPro Payments, your system administrator creates and maintains the user profiles for all wire transfer functionality. The system administrator assigns accounts, limits and functions for each authorized representative.  When CashPro Connect is used, the City selects from a variety of standard secure internet connectivity methods.  Voice/Telephone initiation requires completion of certain setup forms to establish authorized representatives and the appropriate security tools. Targeted investments in the bank’s wire transfer product have propelled us to the next level of service and have resulted in a market leading solution. Additionally, our experienced and tenured wire transfer operations associates work diligently to ensure the highest levels of client satisfaction. Finally, geographically diverse operations sites and systems hardware provide superior contingency capabilities, ensuring that the City can continue operating in an emergency or disaster situation. EXHIBIT B Bank of America Merrill Lynch Tab VIII - Change/Currency Order Services|28 Tab VIII - Change/Currency Order Services Describe the financial institution’s procedures for requesting change/currency orders. The City can place orders for currency and coin from a cash vault 24 hours a day by using an automated telephone-entry system. Additionally, the bank offers the DTS Web Change Order Service through International Financial Services, Inc., which enables you to create a change order and track the receipt and verification of change orders online (see Appendix 03 for details). Most requests placed by the designated change order deadline are available for armored carrier pickup on the same business day. Please note that designated change order deadlines and lead times may vary depending upon the cash vault site and are delivered according to your selected armored carrier arrangements. Accommodating multiple locations in a single order Alternatively, our Change Order Transmission service allows you to electronically submit change orders for multiple locations through a single file transmission, saving the City time. The City accesses the bank’s secure website, or sends us a CSV file directly via FTP. Once the bank receives and accepts an order, our system automatically distributes it to the appropriate vaults for fulfillment. The system then gathers records of those orders from the vaults and creates a consolidated confirmation file. After a designated time, authorized users may reconnect to the bank’s website and download the files, or if you use an FTP transmission, we can push the confirmation files to your computer. We accept requests for standard and non-standard quantity change orders. However, lower pricing is offered for currency ordered in full straps (100 notes) and coin ordered in standard full boxes (50 rolls/box). Cash vault change orders are settled by a debit to your account; financial center change orders are settled by cash or a Bank of America check. Additional change/currency order options Change order requests may be called in directly to the financial center or requested in person by authorized personnel. Requests for less than $500 in coin and $10,000 in strapped currency can be filled by most financial centers on the same day. However, requests for more than those amounts or requests made to some of our smaller centers must be placed two days in advance of the required pickup time. An advanced alternative: cash recycler Should the City choose to adopt the use of CASH360 Lite, an end-to-end cash handling product that includes a cash recycler device sized for your cash needs, software, service, maintenance and transportation, you can reduce or eliminate the need for change/currency orders since the recycler software monitors cash levels, and automatically places change orders, freeing up your employees from that task. The CASH360 service allows the City to deposit and withdraw cash from a recycler, as well as scan and deposit checks, helping you to reduce or eliminate labor-intensive cash and check processing tasks. The use of bank- owned cash frees up “trapped” cash, helping to enhance working capital management. Additionally, the CASH360 service has robust security features and provides enhanced operational efficiencies, liquidity and visibility into the City’s cash position. You will generally receive accelerated, provisional credit for cash and check receipts on a same or next business day basis. EXHIBIT B Bank of America Merrill Lynch Tab IX - Balance Reporting|29 Tab IX - Balance Reporting The financial institution must have secure online website to allow us access, no later than 8:00 a.m. Pacific Standard Time, to previous day balance and transaction information for each designated account. The system must also have wire transfer capability. Describe the balance reporting system offered by the financial institution and its features, including “user-friendliness”. The City can continue to simplify processes by using CashPro Online to connect to the treasury, liquidity, investment, debt, information reporting and other services you need. With Bank of America’s comprehensive information reporting tool, the City can continue to reduce daily tactical work so there is more time for strategic tasks. CashPro Information Reporting is the ultimate tool for accessing virtually all your accounts worldwide, including those held with other banks, and for creating the reports you need, when you need them, to establish an accurate cash position. This module provides each user with on-the-spot access to the tools they use the most: account balances, frequently used reports, advanced research tools and important system messages. This feature-rich tool enables you to:  Customize the information on the screen using drag-and-drop functionality.  Define the content and layout you want to see on reports.  Choose and deliver the file formats that your audience prefers to work with.  Decide when you want reports generated and schedule electronic delivery when you need them.  Enjoy intuitive functionality, with advanced search, sorting and expand/collapse capabilities.  Access up to 24 months of account history and statements, including bank, sweep, account/interest, low-value (ACH) and interest optimization, without having to switch to a different application. Timely information, the ultimate in flexibility With access to previous- and current-day summary and detailed transaction data, it is easier than ever for the City to manage investment, cash concentration and disbursement activities:  Previous day – Two years of storage for virtually all your accounts, including those held at other banks.  Current day – Ten calendar days of the most recent transaction history at your fingertips.  Multiple standard reports – Easy to modify for custom use.  Custom/ad-hoc reports – Customize current- and previous-day reports and generate them in PDF, HTML, Excel, CSV, BA12, MT940/MT942, ISO 20022 XML, Quicken or QuickBooks format. Current-day domestic information is “near real time” and is updated continuously throughout the day as it is received from the bank’s various transaction processing systems and reported to CashPro Online every five minutes from about 4:30 a.m. Pacific until about 3:30 p.m. Pacific, Monday through Friday. After that, data is sent every 10 minutes until 6:45 p.m. Pacific. We also support the delivery of information reporting via a host-to-host channel. Current-day reporting can be available at the City-specified intervals (15, 30, 60 minutes) or select times throughout the day, from 4:30 a.m. to 6:45 p.m. Pacific. With CashPro Information Reporting, users can access account balances, transaction summaries and transaction detail information. Previous-day information is normally available by 4 a.m. Pacific, Monday through Friday. EXHIBIT B Bank of America Merrill Lynch Tab IX - Balance Reporting|30 Previous-day reports can be scheduled so they are automatically generated each day and made available within CashPro Information Reporting. Reports can be scheduled to arrive in your inbox — or be delivered by email directly to anyone you want — in an easy-to-access, no-login-required format. The City can choose from a variety of predefined, standard report templates, or easily modify them for individual needs by specifying criteria based on accounts, dates, transaction types, BAI codes, columns to be displayed (and where they are positioned in the report), transaction amounts and specific text or reference information. How CashPro Information Reporting works You simply log in to CashPro Online, click on the Reporting menu, and access balance and transaction activity on a current- and previous-day basis for your accounts at Bank of America and other financial institutions. With a customizable user dashboard and menu tabs across the top (Dashboard, Report, Statements, Research), this service can enhance your ability to concentrate funds and make strategic decisions about investing cash. The Research tab delivers an intuitive and streamlined approach for searching among all report data based on specific criteria. Just input an amount or amount range, check number, customer reference or any other criteria and results are populated on the screen. Results can be emailed, exported or printed. The Dashboard serves as your personalized home page, with simple drop-down menus and click-to-select options for the features you use most. Through the options available in My Profile, users can choose from 11 languages to set as the preferred local language for screen and report viewing. Additionally, company administrators can designate a preferred time zone and date format. Receive proactive messages CashPro Notifications can proactively alert you of important information, such as outgoing and incoming wire transfers, opening balance, Positive Pay exception items or investments scheduled to mature. The City can schedule online delivery of previous- or current-day reports through CashPro Information Reporting or by file transmission through CashPro Connect Reporting. Gain confidence with our online security strategy CashPro Online uses transport layer security encryption protocol, which continuously verifies each user’s identity during the session, encrypting messages to help ensure they remain private and unaltered. Administration – A CashPro Online administrator sets up users, assigns privileges and sets the level of account access. To ensure the highest security standards, CashPro Online requires the use of dual approval to complete adding, modifying or deleting users. Authentication – Two-factor authentication using security tokens is required for high-risk applications. Based on how the specific application is programmed, users are prompted to provide their token credentials either upon accessing the application or when releasing a high-risk transaction. If you prefer stronger access controls, you can have security tokens required at login, in addition to high-risk applications. EXHIBIT B Bank of America Merrill Lynch Tab X - Direct Deposit|31 Tab X - Direct Deposit The financial institution must have the capability to accommodate a wide range of electronic payment and deposit services. The City utilizes direct deposit services for its monthly payroll. Approximately three- thousand six-hundred (3,600) employees are currently signed up for direct deposit, while approximately 200 employees use cashpay cards. Payroll also issues special checks as needed. With the continued use of the Bank of America Direct Deposit service, the City uses the Automated Clearing House (ACH) to make payments directly to payees’ checking or savings account, improving efficiency and helping reduce your exposure to check fraud. This service can be used for direct disbursement of payroll into employee accounts and other consumer type payments such as expense reimbursements, pension payments and dividend payments. Direct Deposit offers benefits to both the City and your employees. Direct Deposit enables the City to:  Decrease the cost of printing, distribution and storage associated with paper checks  Eliminate lost checks  Reduce your exposure to check fraud  Improve forecasting with known settlement dates Direct Deposit enables your employees to:  Eliminate check-cashing hassles and fees  Access to money the morning of payday  Eliminate the possibility of lost or stolen checks Key features As one of the top ACH originators, the unique features of Bank of America’s Direct Deposit service help make the City’s ACH initiation more efficient.  Settlement options to meet your needs – Bank of America can post by file, by batch or by collection application.  Multiple processing options – The City provides us with the file, batch or per item limits to monitor your ACH files. At your request, we can notify you if your limits are exceeded, before or after a file is processed. How the service works  Each of your payees completes an authorization form that enables you to credit their account using ACH.  The City creates and sends us an ACH test file using your system, a payroll vendor or an ACH initiation service offered by us.  Once all agreements are signed, the City sends the bank your ACH file of direct deposit transactions. You may add or change employee account information as needed. Bank of America reports any returned deposits to you.  All deposits payable to accounts at financial institutions other than Bank of America are sent through the ACH network for posting to the payees’ accounts on the settlement date.  The City provides your payees with deposit notification; their banks provide a bank statement showing the deposit. EXHIBIT B Bank of America Merrill Lynch Tab X - Direct Deposit|32 An alternative to Direct Deposit – CashPay® payroll card As a current user of CashPay, our card-based payroll solution for public institutions, the City can continue to offer direct deposit to employees who either do not qualify for, or choose not to have, traditional bank accounts. When used in conjunction with traditional direct deposit, you have the ideal electronic-based payroll solution to help you cut costs by diminishing dependence on paper-based systems and reduce your exposure to lost and stolen checks, as well as check fraud. Benefits to the City  Savings – Eliminate the cost of paper, printing, distribution and storage associated with paper checks.  Security – Limit your exposure to check fraud.  Convenience – Consolidate your payroll programs.  Efficiency – Reduce the time spent on payroll, and eliminate special handling for employees absent on payday. Key features FDIC-insured Every CashPay account is individually FDIC-insured and meets all Regulation E requirements. Worldwide acceptance Cardholders can access their cash everywhere Visa debit cards are accepted, at point-of-sale (POS) terminals and at ATMs. 24/7 customer service Using a toll-free phone number, your employees can receive automated account information or speak to a customer service representative. CashPay Visa-branded cardholders may also access account information online. Benefits to your employees City employees benefit from:  Savings – Eliminate check-cashing fees.  Convenience – Access money on the morning of payday without check-cashing hassles.  Security – Eliminate the need to carry large amounts of cash, and reduce exposure to lost or stolen check. How the service works  Each of your employees voluntarily enrolls for a CashPay account and receives a CashPay card.  The City electronically deposits your employees’ wages and other compensation through the Automated Clearing House (ACH) into their individual CashPay accounts. These payments can be included with your ACH file for regular direct deposit transactions.  CashPay account owners may withdraw cash using their CashPay card at ATMs, or make purchases everywhere that Visa debit cards are accepted EXHIBIT B Bank of America Merrill Lynch Tab XI – ACH Payments|33 Tab XI – ACH Payments The City’s Accounts Payable section currently issues payments to vendors in the form of checks and ACH. Describe the services available from the financial institution to facilitate the City’s ACH issuances. In addition to your current ACH process of transmitting a properly formatted NACHA file to Bank of America, we also offer our CashPro ACH service. With Bank of America’s CashPro ACH service, the City can easily originate and search for Automated Clearing House (ACH) transactions when and where you want. This innovative service combines robust security features with the convenience of the internet. CashPro ACH enables you to:  Initiate ACH online, even when working at home or away from your desk  Easily search for and sort your transactions to quickly access information  Release multiple transaction batches at one time, helping you manage your payments more efficiently Key features CashPro ACH allows authorized City employees to originate a variety of ACH transactions quickly and efficiently, including state and federal tax payments, cash concentration and disbursement, vendor payments, pre- authorized debits and credits, internal book transfers and direct deposit of payroll. Simplified processing Through CashPro ACH, the City can easily sort your transactions and gain quicker access to information. You can also identify transactions to either process or hold, while maintaining all entries for future use. Approved users can establish future effective dates for ACH transactions to simplify account reconciliation. Timely reporting on posted ACH transactions can be obtained by linking to various reporting modules of CashPro Online. As an additional resource for eligible clients, ACH Inquiry provides enhanced research capability and extended retention to search among ACH items originated by Bank of America within the past 13 months. How the service works Everything the City needs to originate ACH transactions is stored on CashPro Online. Authorized individuals can conveniently initiate transactions from an internet connection. In a single session, you can initiate as many ACH transactions as you’d like. Clear, easy-to-follow screens guide you through each step. User-friendly processes reduce or eliminate the cost of using outside vendors to perform your ACH transactions. Simply key in transaction information such as dollar amount, account number and bank ID number or use the CashPro Online data import capability to upload information from your internal application systems to avoid rekeying. Greater control and security Two-factor authentication at batch release through the use of a token, as well as passwords, dollar limits and 128-bit transport layer security (TLS) encryption technology — help protect your transactions. Security features add an extra layer of control; the system logs out users after 30 minutes of inactivity, expires passwords after 90 days, and a security operation center provides monitoring to help detect unauthorized activity. EXHIBIT B Bank of America Merrill Lynch Tab XII – Check Truncation|34 Tab XII – Check Truncation Describe the financial institutions’ truncation services. The City currently receives images of our paid checks on CDs sent to us monthly. To help the City operate in a paperless environment, our Image Access services allow you to view and archive account transactions, demand deposit account statements and account reconciliation reports through a variety of electronic options; delivery channels include CashPro Online, image transmission and CD-ROM/DVD. Internet access via CashPro Online Bank of America offers convenient online access to images through CashPro Online. The City retrieves images of paid items, deposited items, debits/credits and returned items as early as they are presented or captured by the bank. Images of paid items and debits/credits are available for 90 calendar days, 180 calendar days, one, two, seven or 10 years, with online access. Returned items, deposited items for cash letter, image cash letter, over-the- counter, remote deposit, ATM and mailed-in deposits are available with the above options, up to seven years. Subject to the archive options above, features include the following:  Front and back of imaged transactions are available  Imaged transactions can be viewed, printed or saved  Electronic Endorsement information is available, when provided by the presenting bank  Multiple search and sort options CD-ROM/DVD CD-ROM/DVD offers an image inquiry option, as well as a long-term storage medium. The City can receive images of paid items, deposited items, debits/credits, demand deposit account statements and account reconciliation reports on CD-ROM/DVD. Features of the service include:  Flexible query, sort, print and export options enable you to print a single image or a range of images in a variety of sizes, from thumbnail view up to full size. Users may also export images and index records. Exported index records saved as a text file or CSV file can then be imported into a spreadsheet, word- processing document or database.  A variety of cutoff schedules, including daily, weekly, biweekly, monthly, bimonthly, quarterly, statement cycle and fiscal calendar.  Viewer and index information included on each disk or on the last disk within a set of CD-ROMs/DVDs.  Viewer upgrades automatically provided on production CD-ROMs/DVDs so you have the most up-to- date viewer software. CD-ROMs/DVDs containing only check images are mailed within two business days following the posted date for daily or weekly cycles, and up to four days for all other frequencies. On average, one CD-ROM holds up to 30,000 front and back images; one DVD holds up to 100,000 images. Imaged items from multiple accounts can be combined on a single CD-ROM/DVD. EXHIBIT B Bank of America Merrill Lynch Tab XIII - Collected Balances and Earnings Allowance|35 Tab XIII - Collected Balances and Earnings Allowance Describe the financial institution’s calculation formula for collected balances, as well as the calculation formula of charges for funds advanced. Also, describe the methodology that would be used to give an earnings allowance credit to the City for financial institution balances. The Earnings Credit Rate (ECR) on your account is used to calculate your Earnings Allowance, which is based on your average investable balance. We are pleased to provide the City with an increased ECR of sixty five basis points (.65%). The ECR is applied to the monthly average positive collected balances net of reserve requirement (investable balance). As of March 1, 2009, the reserve requirement is 0%. This may be changed at any time. Specifically, the formula for calculating earnings is: Investable Balance x ECR x Days in Month Number of Days in the Year The reserve requirement is deducted from the average positive collected balance before the ECR is calculated. As of March 1, 2009, the reserve requirement has been temporarily suspended. The reserve requirement is not currently deducted from average positive collected balances for ECR calculation but a reserve requirement may be reinstated at any time. How ECR works (with hypothetical example) EXHIBIT B Bank of America Merrill Lynch Tab XIV - Overdraft Protection|36 Tab XIV - Overdraft Protection Describe any issues, concerns and charges associated with the use of an overdraft policy. The City currently has a Daylight Overdraft facility in place. We will continue to provide you with the necessary limits to avoid daylight overdrafts. Bank of America’s Global Treasury Solutions Monitoring team tracks wire activity for accounts with book overdraft and daylight overdraft limits, as well as ACH activity for clients that have Treasury Management Client Limits. When a client’s exposure has exceeded their limit, the transaction goes into a queue for risk review. The transaction/file is then escalated to the appropriate Line of Business credit approver for review/approval to pay. The Global Treasury Solutions Monitoring team also monitors and reports overdrafts within an account caused by wires, ACH or checks. Our monitoring system receives updates from demand deposit account platforms on a near real-time basis allowing for continuous tracking of client accounts and exposures. Daylight overdraft limits can be held at the top of the relationship or at an individual account level. We therefore know the exposure on an overall relationship, as well as individual accounts, and can respond quickly to those overdraft situations. Limit utilization reports are available to the appropriate bank teams for tracking client limit usage. The bank has the option to establish limits on an account or relationship basis. Once a limit is reached, straight- through processing is stopped and the client team or Risk Management is contacted to approve the release of the wire. Bank of America does not charge for daylight overdrafts. EXHIBIT B Bank of America Merrill Lynch Tab XV – Payee Positive Pay|37 Tab XV – Payee Positive Pay Describe the financial institution’s requirements for payee positive pay, including any charges associated with this service. Bank of America’s Payee Positive Pay is an image-based fraud prevention tool that can help detect false or altered payee names on checks presented to the bank. Payee discrepancies will be reported to you for review and the decision whether to pay or return the item. This allows you to receive notification of suspicious payee names earlier in the process, providing an efficient and cost-effective defense system against check fraud. The City is currently in the process of implementing this service. Below is an overview of the benefits of Payee Positive Pay and how the service works. Cost-effective enhanced security and efficiency  Increase fraud protection while identifying suspect items quickly  Leverage comprehensive image archiving and digital interrogation technology to identify potentially fraudulent payee names on valid checks  Receive notification of suspicious payee names, including images, as early as possible in the process How Payee Positive Pay works Send us check issue information by the applicable deadline prior to distribution of checks.  Modify your current check issue file to include an added Payee Name field.  Payee name submitted by issue file must match, and be in the same order as, the payee name as printed on the check. Day 0  Checks are presented to Bank of America for payment.  Payee name is “read” from the image using digital technology and compared to the payee name within the issue file.  DDA posting occurs. Day 1  Each day, payee name exception items are reviewed by Bank of America and are available to you on CashPro Online by your Positive Pay reporting timeframe for all of your Payee Positive Pay accounts. Your entitled Positive Pay user(s) will be able to review the exceptions (and images) and submit a decision through CashPro Online Positive Pay by the existing Positive Pay decision deadline. For check and other Payee Positive Pay requirements, please refer to the Payee Positive Pay Client Overview document in the Appendix (Appendix 04). All costs are detailed in Tab XVII – Pricing Schedule. EXHIBIT B Bank of America Merrill Lynch Tab XVI – Courier Service|38 Tab XVI – Courier Service Describe your financial institution’s current agreements and status with courier services. Bank of America recommends that the City continues to contract directly with Loomis for your courier services. Given the extensive number of financial centers and operating facilities the bank has, we maintain relationships with many courier vendors, and we would be happy to assist you with changing vendors should the need to do so ever arise. EXHIBIT B Bank of America Merrill Lynch Tab XVII - Pricing Terms and Conditions|39 Tab XVII - Pricing Terms and Conditions Include in this section the financial institution’s proposed terms of contract and method in which pricing adjustments will be calculated. The bank is agreeable to a term of five (5) years, but would like the two one (1) year extensions or one two (2) year extension to be by mutual written agreement. Pricing adjustments are calculated based on our contracted pricing and the activity volume for the line item in quest. In the event the City identifies a pricing error during the review of their monthly analysis statement, they are to contact our client service center and request an adjustment. Adjustments will be applied directly to the City’s account analysis statement, unless otherwise agreed to by bank and City. EXHIBIT B Bank of America Merrill Lynch Tab XVIII - Pricing Schedule|40 Tab XVIII - Pricing Schedule Provide in this section, using our pro-forma (Attachment A), the pricing for services proposed by the financial institution. Attachment A – Pricing Proforma is provided on the following pages, as well as the Appendix (Appendix 05). EXHIBIT B Bank of America Merrill Lynch Tab XVIII - Pricing Schedule|41 Attachment A – Pricing Proforma EXHIBIT B Bank of America Merrill Lynch Tab XVIII - Pricing Schedule|42 EXHIBIT B Bank of America Merrill Lynch Tab XVIII - Pricing Schedule|43 EXHIBIT B Bank of America Merrill Lynch Tab XVIII - Pricing Schedule|44 EXHIBIT B Bank of America Merrill Lynch Tab XIX - Conversion Plan|45 Tab XIX - Conversion Plan Describe the overall plan your financial institution would coordinate to ensure a smooth transition from the current provider. The financial institution must also provide on-site training to our personnel for the operation and use of the financial institution’s services and automated systems for all areas of service. As your current banking services provider, no transition or conversion plan is required to enter into a new contract with the bank. By renewing the contract with Bank of America, the City will continue benefiting from its current treasury management services without disruption and will avoid a time-consuming and costly conversion process. You can focus your efforts and energy on reviewing your current treasury operations, streamlining processes and implementing treasury enhancements that will deliver efficiencies and increased cash flow. Your client team, led by Senior Client Manager Patty Ramirez, is familiar with your treasury management needs and will continue to oversee existing services and work with the City on new projects. Below is information on how we will approach the implementation of new services or enhancements to your current services. Implementation of new services To maintain the highest level of quality, we provide extensive assistance to clients during the implementation process. Specifically, an assigned implementation advisor acts as the primary point of contact, coordinating all project components including document completion. The implementation team will collaborate with you throughout the development and implementation process as we install and test your system setup, if necessary. Using a structured approach, based on Project Management Institute principles (shown below), the team facilitates the necessary training to your users to make sure they are efficiently taking advantage of the product capabilities that are implemented. Bank of America unites the collective talent of many dedicated people to deliver streamlined and simplified execution for each implementation and service request so you can spend less time on process and more time managing issues most important to you. We will help the City succeed with a world-class client-service experience that adheres to the industry’s most rigorous performance standards and rises above the competition. An experienced implementation advisor has the overall responsibility for coordinating resources from the bank. This individual guides you through the process and schedules regular updates with your internal implementation team to facilitate effective communication, address issues and respond to questions regarding the progress of the implementation. EXHIBIT B Bank of America Merrill Lynch Tab XIX - Conversion Plan|46 The assigned implementation advisor aims to facilitate a successful implementation and will:  Establish a working, consultative partnership with your representatives  Assign a single point of coordination to channel services and address issues  Define the scope of the project (products, account structure, timeframes, documentation, roles, system requirements, service agreements, testing and training)  Track progress and continuous communication throughout the entire process  Assume primary responsibility of coordinating internal resources to meet key milestones For complex projects, an implementation project consultant may be assigned to facilitate overall management and technical guidance. Partnership is essential to a successful implementation Because a successful implementation is based on a partnership approach to the project, we recommend that you have a designated contact person who will be responsible for the internal management of the implementation of a new service. This individual’s responsibilities will mirror that of the bank’s implementation advisor, and will focus on managing the City’s internal resources in support of the project plan. In addition to your internal project leader, we recommend that you designate a resource for any technical aspects of the solution - someone who understands your internal system requirements and has the ability to deliver information technology resources in support of the implementation. The specific responsibilities of each of the members of your implementation team and the time required to complete their tasks will be detailed in the implementation project plan that will be provided to you as the first step of the process. Throughout any implementation project, the City plays a major role in ensuring that the timelines are met and the process runs smoothly. Training adapted to the City’s needs Bank of America will deliver the necessary training for any newly implemented services to ensure that City employees are fully capable of managing these services, accessing required reporting, etc. Our most popular method of training is the webinar. This online classroom combines instructor-led, interactive web-based learning with a teleconference. Depending on your specific needs, the implementation advisor may determine that traditional, on-site training will be more effective, in which case arrangements will be made to use City or bank facilities, as the situation allows. The City will have access to user manuals and quick-start guides for any newly implemented services. In some cases, these documents are accessible online using bank-sponsored internet sites. Additionally, after services are implemented, we will work with the City to address any further and ongoing training needs. City staff can always access CashPro University, our online treasury management resource center, for convenient, anytime answers to many of your procedural questions. This comprehensive learning tool includes a knowledge base, interactive training courses, sample reports and other reference tools. EXHIBIT B Bank of America Merrill Lynch Tab XX - Service Enhancements|47 Tab XX - Service Enhancements Based upon information presented in our RFP and your financial institution’s knowledge of the public sector, describe any enhancements, technological or otherwise, that we may consider to improve operational or cash management effectiveness. With ever-increasing budget and time constraints, government entities are gaining a competitive advantage by migrating from cumbersome paper processes to fast and easy electronic solutions. Two such solutions – Digital Disbursements and Paymode-X Connect – are outlined below. With Digital Disbursements, the City can easily send funds to your customers with only a phone number or email address; with Paymode-X Connect, you can efficiently send or receive electronic payments. Bank of America is happy to discuss these services with the City in more detail to explore how they might meet your current needs. Digital Disbursements Bank of America’s Digital Disbursements service provides an economical and convenient way to distribute funds to the City’s consumer customers using just their mobile number or email address — as long as they have an account at a U.S.-based financial institution. You’ll be able to send funds faster than by check and won’t need the recipient’s personal bank account information. With this business-to-consumer solution, we can help the City gain efficiencies and potentially reduce your disbursement costs for any type of consumer payment you need to make. Digital Disbursements may help you to: Delight your customers  Provide expedited payments – Quick, innovative and convenient payments (no need to make a deposit and no risk of a lost check)  No need for sensitive account information – All you need is an email or mobile phone number Reduce risk  Check fraud – By reducing the number of checks (both circulating and in storage), you reduce the opportunity for counterfeiters to obtain checks or your account information  Data storage – Reduce the risk of storing sensitive customer financial account information Lower cost  Reduce expenses associated with the processing, printing and storage costs for paper-based payments Improve efficiency  Experience better reconciliation and disbursement tracking  With CashPro Connect Payments, Digital Disbursements may be included as one of the payment types— transmit one file for all of your payments (ACH, Wire, Check, Card, etc.). Key features Digital Disbursements provides you with the ability to send money to any consumer with a U.S. bank account — without needing their personal financial information. Recipients can enroll/accept payments either online or via a mobile device and the money is directly deposited into their bank account the same or next day. Settlement options We can post debit settlements on a file-, batch- or transaction-level basis, and can post credit entries as one consolidated entry or individual entries. EXHIBIT B Bank of America Merrill Lynch Tab XX - Service Enhancements|48 Multiple processing options Provide us with file, batch or per item dollar amount tolerance limits to monitor your Digital Disbursements transactions. We will then notify you by report if your limits are exceeded and suspend the batch/file until your confirmation to move forward is received. Based upon preference, approvals can also be required for all batches within files. Reporting and output transmission options We offer online reports, output transmissions and file acknowledgements that can streamline your reconciliation and may be used to electronically update your in-house systems with status of your Digital Disbursement transactions. You can also see settlement entries for these payments in your current- day/previous-day information reporting and notifications. Security options Many file and data transmission security options are available to you to help you meet your security requirements. How it works 1 Zelle and Zelle related marks and logos are property of Early Warning Services, LLC 2 Refers to period of time during which payments are generally available. Depending on the receiving bank and time of day, payments could be received same day or next business day. Actual times may vary. Available to U.S. bank account holders only. Paymode-X Connect With an electronic payments system, you gain all of the efficiencies and time savings of an automated payments process, while saving your company money. With Paymode-X Connect, an all digital, online payment system, you can send and receive electronic payments and detailed remittance data to and from your suppliers, customers and employees. Paymode-X Connect can help lower administrative costs and manage your working capital more efficiently than ever before.  Improve control and predictability of cash flow  Help lower transaction costs  Reduce payment processing errors  Strengthen relationships with vendors, suppliers, customers and employees EXHIBIT B Bank of America Merrill Lynch Tab XX - Service Enhancements|49  Create a more efficient business process  Earn rebates through the Paymode-X Connect program Extensive payer support services The Intelligent Engagement Supplier Enrollment Campaign targets your strategic suppliers to provide highly effective, rapid supplier adoption with minimal effort on your part. A supplier network of over 330,000 members eliminates the need for you to obtain or maintain supplier authorizations and bank account information. Multiple levels of security Paymode-X Connect deploys an out-of-band multi-factor authentication (MFA) on high-risk transactions to deliver strong authentication along with an excellent user experience. MFA requires the presentation of two or more of three authentication factors (a knowledge factor, a possession factor and an inherence factor) which are validated for authentication. Easy to use Authorized users simply log on to initiate payments and access information, including the remittance, for received payments. You can also create and view reports, as well as update your membership and/or bank account information. These same features are available on-the-go with your mobile device. Works with any U.S. bank Paymode-X Connect works with any U.S. financial institution using existing interbank settlement networks to move funds between accounts at different banks. Payments, remittance information together digitally Send and receive electronic payments in your preferred digital format with detailed remittance capabilities for disbursement and collections. Also, for ease of use, a single payment file can contain both electronic and paper disbursement instructions. Earn rebates through a unique dividends program The Paymode-X Connect program offers compelling economics to payers. Paymode-X Connect is a supplier- funded model, where suppliers in the network pay a small fee to receive electronic payments and remittance faster and more efficiently. Payers earn quarterly dividends based on eligible supplier spend. Paymode-X Connect generates a new source of profit for a payer not realized today with traditional ACH payments. Seamless integration Integrate with your existing Accounts Payable (AP) and your supplier’s Accounts Receivable (AR) systems, accounting software and business processes and works with any bank. No additional software installation is required. Real-time, customized reporting Generate standard and customized collection, disbursement and exception reports, receive email notifications and view payment history online. EXHIBIT B Bank of America Merrill Lynch Tab XXI - Benefits for City Employees|50 Tab XXI - Benefits for City Employees Describe any discounts or benefits that would be provided to City employees. Bank of America at Work® is a comprehensive package of financial services available to employees of our banking clients. This program provides employees with checking, savings and borrowing solutions, in addition to online educational resources. Our Workplace Financial Solutions team is available to deliver comprehensive financial wellness services for you and your employees. We can help the City streamline your benefits programs and save money with a custom- designed approach that includes a range of Retirement and Benefit Plan Services, Health Benefit Solutions and employee education programs. Your employees can benefit from personalized insights and guidance, targeted education and easy-to-use planning tools — regardless of their age, income or financial acumen. It all begins with a conversation; we will talk to you to understand the benefits you already offer and the needs of your diverse workforce. Once we identify potential gaps and opportunities, we can recommend and implement a comprehensive solution to help you and your employees achieve financial wellness. For additional information, please see the Bank of America at Work Overview document in the Appendix (Appendix 06). EXHIBIT B Bank of America Merrill Lynch Tab XXII – Remote Deposit Additional Information|51 Tab XXII – Remote Deposit Additional Information Describe your institution’s Remote Deposit process. The City is very interested in pricing for equipment, as well as the costs associated with this deposit process. The City is currently using this method of deposit in several locations, and is interested in cost savings and potential funds availability advantages. The City can continue to benefit from streamlined deposit processing and procedures using Bank of America’s CashPro Remote Deposit service. As the City is aware, users can access funds and reconcile accounts faster by making electronic deposits from their desktops using our no cost bank-provided scanners. The service automatically populates remittance and check detail to save time and reduce keying errors. And, because it is accessed via CashPro Online, our web-based platform, the City can protect check information through robust security features and strict user authorizations. Key features Remote Deposit has unique features that can be tailored to help meet the specific needs of your business.  Extended processing day allows you to: – Take advantage of the latest deposit deadlines in the industry for same-day ledger credit – Meet your deposit deadlines by making deposits in your office or payment collection site – Make deposits after the close of business, on weekends or holidays and gain access to funds more quickly than if deposited at a banking center – Eliminate employee trips to banking centers for manual deposits  Reduce fees associated with courier and transportation expense for travel to the bank  Centralize your reconciliation process by allowing users to access data captured at one site from an alternate location  Expedite availability of items processed through Remote Deposit  Take advantage of immediate availability of On Us items  Auto-populate repetitive information, into custom fields to reduce manual data entry functions and keying errors  Multiple reporting options at the user, account and location level Customization  Set additional custom fields to capture invoice number, discount amount or other customer information  Scan standard check size remittance containing MICR/OCR/BARCODE in multiple fonts Increased check and customer fraud controls Improve fraud control by using:  Automatic duplicate item detection  Expedited returns and adjustment processing through electronic channels  Client-defined tables and rules identify items to be flagged for operator review User management  Control setup and maintenance with our convenient self-service feature to: – Set item and deposit limits at the user level – Users see only accounts they have been entitled to EXHIBIT B Bank of America Merrill Lynch Tab XXII – Remote Deposit Additional Information|52 – Dual control feature, where one user scans and the other reviews and releases, is available Web processing Our web processing shortens the posting and reconciliation process — with no limit to the number of deposits that you can make per day. How the service works Below is a graphical overview of the CashPro Remote Deposit process, followed by a more detailed step-by-step description. Steps for a check only deposit Compile all items to be deposited and compute the expected total of the deposit. Log into our global internet-based client access channel and select Remote Deposit. Click Create New Deposit and select the account to which the deposit will be made. Select an account group; this function replaces the need for paper deposit tickets that have been encoded with a static location number. Remote Deposit feeds the account group number to downstream applications. Select the deposit type and enter the deposit total. Align the items for deposit within the scanner tray, placing as many items as fit comfortably in the tray. Up to 500 items may be deposited at one time with no limit to the number of deposits that can be made in a day. Click Start Capture. As images are scanned, they populate on the screen. Use custom fields to manually record information about the items or use associated rules to automatically populate static information, like unit, account or customer number. Confirm the declared amount is in balance with the scanned items and transmit the deposit. As you transmit the images and data of each item, the status of each deposit is updated in real time. Use the Reports tab to run a variety of reports, customize reports and export data to your account reconcilement platform. Perform research on items that need additional reconcilement, search by multiple criteria including amount, date and custom field data. Reporting Reporting features include:  Forty-five calendar day deposit and image retrieval capabilities with 90 calendar days of data retention within the Remote Deposit application  Multiple report formats available including: CSV, PDF, RTF and XLS EXHIBIT B Bank of America Merrill Lynch Tab XXII – Remote Deposit Additional Information|53  Image and data transmission capabilities  Application reporting including: – Deposit Detail by Account Report – Provides a detailed report in PDF/RTF for deposits made – Deposit Summary Report – Summary report in PDF/RTF for deposits made – Payment Detail Report – Detail report in PDF/RTF of remittance data – Payment Summary Report – Summary report in PDF/RTF for all remittance deposits – Standard Export File – Exportable report in XLS/CSV of deposits with transaction detail Research The City may leverage the online image archive for quick resolution to customer inquiries. Research features include:  Ninety calendar day deposit detail and 45 calendar day image retrieval capabilities through the CashPro Remote Deposit application; seven year image retrieval through CashPro Online  Multiple options for research including amount, date, account number and item type  Ability to download or store query results Item storage As a best practice, the City should safeguard original items for 14 days using reasonable commercial standards for storage. Reasonable standards include, but are not limited to, storing the items in a secure location with limited access. Items should be destroyed using a cross cut shredder after 14 days or when all reasonable attempts to collect on the item have been made. Key benefits of CashPro Remote Deposit  Availability is accelerated by one day  Quicker notification of returns and adjustments  Improved cash flow reporting/reconciliation  Enhanced fraud mitigation  Less handling needed to process same volume  No deposit supplies needed Scanners are currently provided at no cost; however all other costs associated with this service are detailed in Tab XVIII – Pricing Schedule. EXHIBIT B Bank of America Merrill Lynch Tab XXIII – Fresno Economic Development Efforts|54 Bank of America began serving the State of California more than 110 years ago Tab XXIII – Fresno Economic Development Efforts The City is aware of privacy constraints regarding information that can be released. However, the more information that can be included in this tab, the better. Charts, graphs, tables, and narrative explanations of the bank’s economic efforts, strategy, and tactics are all welcome. Please explain in as great detail as possible, the bank’s efforts at economic development specifically in the City of Fresno. The Administration and the Council are particularly interested in the number of jobs that the financial institution’s efforts have created. In addition, the number of new businesses funded, as well as the number of businesses retained as a result of the financial institution’s activities are important considerations. Other considerations are the number of loans made, the number of projects funded, the number of new bank accounts opened, the number and amount of donations made to social service nonprofits, and the general extent to which the financial institution contributes to Fresno’s economic development. Connecting to California communities through the power of our people As a proud member of the California community for more than a century, we take seriously our commitment to grow responsibly and sustainably — everything we do aligns to our purpose of helping people live better financial lives. Combining the financial capital of one of the nation’s largest banks with the intellectual capital of more than 200,000 employees, we can help the communities we serve thrive. In each market, we connect everything our company offers to our clients' financial goals. Investing in community through philanthropy and volunteerism is how we make this large company create a personal impact in the life of California citizens. We know we can make a direct impact in our communities. That's why our employees partner with organizations striving to make a difference in areas like hunger relief, education, youth services and more. We're proud to contribute to the growth of our communities through grants, mentoring and our employees' commitment to volunteering for deserving causes. Making a difference on a national and local scale  Partnerships – Our partners include (RED), Special Olympics, Wounded Warrior Project, Vital Voices and more than 4,700 other nonprofits and public sector organizations worldwide.  Accelerating environmental sustainability – Our commitment to help accelerate the transition to a low- carbon economy is evidenced by our $125 billion environmental business initiative.  Empowering entrepreneurs – Through our more than $1 billion investment in community development financial institutions (CDFIs) we have a significant impact on the stabilization of low- and moderate- income communities. Partnerships with the Tory Burch Foundation and Calvert Foundation help fund the ideas and innovations of women entrepreneurs across the country and around the world.  Fostering leadership locally – As part of our effort to drive local and national impact, we help foster leadership in local communities through Neighborhood Builders® and Student Leaders®.  Social impact investing – We’re enabling clients and customers to make investments that match their values and sense of social purpose through social impact investing. EXHIBIT B Bank of America Merrill Lynch Tab XXIII – Fresno Economic Development Efforts|55 Local commitment – Community involvement across California The City and the bank have been treasury partners for years — but our legacy of serving the people and communities in California runs even deeper. The banking, credit, lending and philanthropic commitments we provide throughout California are simply unparalleled. Volunteerism and community support Last year, Bank of America associates volunteered more than 245,000 hours in California and more than 2 million hours nation-wide. Here are just a few examples of our commitment to California communities and the people living in them:  Through Operation Homefront and other military organizations, Bank of America is assisting California military service members and veterans to ensure that they have the financial education they need to lead successful lives. Through BetterMoneyHabits.com —a financial education resource that Bank of America developed with education innovator Sal Khan and Khan Academy—we recently launched new content specifically geared toward veterans and military families.  Established out of a mutual recognition of the opportunity that exists to support women entrepreneurs and advance local economic growth, Bank of America and the Tory Burch Foundation launched the Tory Burch Foundation Capital Program, dedicated to help connect women business owners to affordable loans to help grow their businesses. The program has been launched in 17 states, including California.  Building on more than 30 years of support, Bank of America has renewed its commitment to Special Olympics through 2018, working towards a joint mission to advance diverse and inclusive communities.  Bank of America increased its second environmental business initiative from $50 billion to $125 billion in low-carbon business by 2025 through lending, investing, capital raising, advisory services and developing financing solutions for clients around the world. This 10-year environmental business goal speaks to the bank’s focus on and commitment to advancing energy efficiency, renewable energy and transportation, in addition to addressing other important areas like water conservation, land use and waste. Our commitment to the Fresno market In each market in which we do business, we strive to connect everything our company offers to our clients' personal and financial goals so we can provide tailored solutions to fit their needs. It's how we make this large company personal and how we help our customers, clients and communities thrive. In the Fresno market (which includes the counties of Fresno, Merced and Tulare), Bank of America has made significant contributions of human and monetary capital to help people live better financial lives. Below is a snapshot of year-to-date small business, commercial and home lending, as well as our deposit base, in the Fresno market: EXHIBIT B Bank of America Merrill Lynch Tab XXIII – Fresno Economic Development Efforts|56 Below is an overview of our philanthropic partnerships and employee giving in the Fresno market. Community development banking Our community development banking business uses innovative financial solutions to create sustainable ways to promote healthy and thriving communities. In 2016, we provided nearly $4 billion in loans, tax credit equity investments and other real estate development solutions to create housing for individuals, families, veterans, seniors and previously homeless individuals across the United States. Community development financial institutions We also work with CDFIs — also known as community lending partners — to extend banking services to businesses and others that may not be able to access capital through traditional channels. These small businesses, affordable housing partners and nonprofit organizations, some of which are among the most marginalized, need help accessing capital, mentoring and financial resources. That’s where our work with CDFIs comes in. We invest more than $1 billion in 250 CDFIs in all 50 states, Puerto Rico and the District of Columbia to connect lending solutions to people and communities. EXHIBIT B Bank of America Merrill Lynch Tab XXIII – Fresno Economic Development Efforts|57 Supplier diversity We invest in diverse businesses to drive sustainable economic growth because when diverse suppliers succeed, the diverse communities that we serve, thrive. We support the growth of diverse businesses through our Supplier Diversity and Development Program, which develops relationships with third-party vendors owned by minorities, women, veterans, individuals with disabilities, and the lesbian, gay, bisexual, and transgender (LGBT) community. In 2016, we directed $2.3 billion in diverse procurement spending. Our commitment to spend procurement dollars with diverse businesses and simultaneously invest in their development gives rise to a meaningful, long-term impact. Workforce development We help drive economic and social progress through our philanthropic investments focused on advancing economic mobility for individuals and families and creating thriving communities. One example is our commitment to youth employment with an emphasis on skills development and better money habits. Through national, regional and local partnerships focused on youth employment, we are helping individuals of all socio-economic backgrounds realize their potential, find meaningful employment and chart a more successful future, all of which strengthen local communities. In 2016, we committed $40 million over three years to connect youth and young adults to skills, training and jobs. In addition to partnerships with organizations such as Year Up, Boys and Girls Clubs of America, Urban Alliance and Ada, The National College for Digital Skills, our Student Leaders® program helps high school students build work and leadership skills through paid summer internships at nonprofit organizations and participation in a leadership summit. Through summer youth employment programs in partnership with U.S. mayors, we help young people learn how to manage their first paycheck and learn more about future career opportunities. Advancing women’s leadership and economic empowerment Being a diverse and inclusive company is essential to our ability to meet the needs of our clients, communities and employees. We promote an inclusive environment where all employees have the opportunity to achieve personal success and contribute to our company. We are focused on attracting, retaining and developing diverse talent and have been recognized as the World’s Best Bank for Diversity by Euromoney and on the 2017 Bloomberg Financial Services Gender-Equality Index. We invest in helping women make meaningful contributions within our company and in our communities. We have strong representation at all levels and exceed industry benchmarks in nearly every category. Among the programs to develop our female employees are our Investing in Women Leadership Council, Global Women’s Conference, Women’s Executive Development Program and Pathways to Progression. We also recognize that women play a vital role in driving economic growth, and we have partnerships to connect women entrepreneurs to mentoring, capital and other tools that will advance their businesses and make significant contributions to our global economy. Through partnerships with the Tory Burch Foundation, Vital Voices and the Cherie Blair Foundation, we have helped nearly 4,000 women from 80 countries grow their businesses and foster economic prosperity. Increasing support for small businesses Small businesses play a vital role in the overall health of the U.S. economy. We recognize the importance of this sector and are committed to providing the financial solutions and supporting the financial infrastructure small businesses need to succeed. According to the FDIC, Bank of America is one of the nation’s top small business lenders, with total outstanding small business loan balances of $34.6 billion at the end of June 2016. EXHIBIT B Bank of America Merrill Lynch Tab XXIII – Fresno Economic Development Efforts|58 Helping our nation’s veterans Bank of America provides support to the men and women who have served our country through housing, wellness and education programs, as well as hiring opportunities. Our company employs more than 10,000 veterans, reservists and Guard members. In 2014, we announced a goal to hire 10,000 more veterans, and we continue to hire more than 2,000 veterans a year; we are well on our way to reaching our overall goal. To attract veterans, a dedicated military staffing team connects with external recruiting partners to identify roles for veterans. Partners include Soldier for Life, RecruitMilitary and the U.S. Chamber of Commerce Foundation’s Hiring Our Heroes. Our commitment to environmental sustainability At Bank of America, we are committed to improving the environment in how we approach our global business strategy, work with partners, support our employees, make our operations more sustainable, manage issues and govern our activities. Since 2007, we have provided more than $70 billion in financing for low-carbon and sustainable business activities. As part of our second commitment established in 2012, and increased in 2015, we will provide $125 billion in capital, along with significant intellectual capital, to develop solutions to climate change and other environmental challenges. We provided $14.5 billion in financing for renewable energy, energy efficiency and other sustainable projects in 2015 alone. Driving economic and social progress Bank of America is helping to drive economic development and job creation through our business and our partnerships. We do this by responsibly extending capital to individuals and companies, which creates opportunities in the communities we serve, and by our philanthropic investments and the power of our employee volunteers. This support goes beyond the pure financial benefits — it helps build thriving communities by enabling nonprofits, arts and culture organizations, and others to advance economic mobility for individuals and families, addressing issues of social justice and connecting more deeply to people in their community. To learn more, visit our website (about.bankofamerica.com) and follow us on Twitter (@BofA_News and @BankofAmerica). EXHIBIT B Bank of America Merrill Lynch Tab XXIV – Code of Ethics|59 Tab XXIV – Code of Ethics Please provide the financial institution’s official adopted code of ethics. Bank of America Merrill Lynch’s purpose is to make financial lives better, through the power of every connection. Our values guide and inspire how we work together to serve our customers and clients, our shareholders and each other, helping us realize our purpose. To do this, we must achieve the following each and every day. Deliver together We believe in:  The importance of treating each customer, client and teammate as an individual and treating every moment as one that matters.  Connecting with people person-to-person, with empathy and understanding. Everything we do for customers, clients, teammates and our communities is built on a solid business foundation that delivers for shareholders — we strive to go the distance to deliver, with discipline and passion. Act responsibly We believe in making decisions that are clear, fair and grounded in the principles of shared success, responsible citizenship and community building. Aware that our decisions and actions affect people’s lives every day, integrity and the disciplined management of risk form the foundation of our business. Realize the power of our people At Bank of America we:  Strive to help our employees reach their full potential.  Believe that diverse backgrounds and experiences make us stronger.  Respect every individual and value our differences — in thought, style, culture, ethnicity and experience. Trust the team We believe:  That the best outcomes are achieved when people work together across the entire company.  Great teams are built on mutual trust, shared ownership and accountability.  That by working together and acting as one company, we best meet the full needs of our customers and clients. Based on our company’s values, the Code of Conduct is our guide to putting those values into action. Every Bank of America employee is required to review, acknowledge and understand our Code of Conduct (see Appendix 07) annually. EXHIBIT B Bank of America Merrill Lynch Tab XXV – Controlled Disbursement|60 Tab XXV – Controlled Disbursement Describe the bank’s product To help manage cash assets, organizations need accurate and highly reliable disbursement information. Funding totals must be available early enough to meet either investment or borrowing deadlines. Additionally, as banks continue to present images of checks rather than the original documents, checks will post throughout the day on clients’ general disbursement accounts. This makes Controlled Disbursement an essential tool for insulating disbursement accounts from check postings after notification of presentment information. The Bank of America Controlled Disbursement service helps manage cash flow by allowing the City to fund transactions daily after they are presented rather than maintain balances in their disbursement account for all checks issued. We provide early and accurate funding notification, eliminating the guess work in check clearing—allowing for timelier, precise decisions regarding funding, investing and borrowing. Bank of America’s Controlled Disbursement service can continue to help the City to:  Improve disbursement control  Improve forecasting  Reduce borrowing costs  Improve the use of available funds for investments Key features Early notification The City receives the dollar amount of transactions presented against your account each morning. With the implementation of image receive, whereby controlled disbursement checks are cleared via images instead of physical checks, the vast majority of presentment information is being reported earlier (now in first presentment versus second presentment). Multiple disbursement sites Multiple disbursement sites in Eastern, Central and Pacific Time zones provide competitive reporting times, some of which are among the earliest in the industry. State of the art controlled disbursement system Our controlled disbursement functionality includes the ability to report ACH totals and certain electronic adjustments along with check clearing totals. Insulation from late presentments Checks received by the bank after the last notification for the day are held over and will not post to the City’s account. We also hold over electronic adjustment transactions so they do not cause positive or negative balances in your account. Flexible funding options Multiple automated funding options are available, including transfer from a Master Funding Account through the controlled disbursement system or one in a Zero Balance Account (ZBA) relationship. Additionally, multiple controlled disbursement accounts may be funded from a single master account. For maximum convenience, you only need to fund your master account once daily. EXHIBIT B Bank of America Merrill Lynch Tab XXV – Controlled Disbursement|61 How the service works For a Controlled Disbursement account to work correctly, checks must include the designated account number prefix and routing transit number associated with the controlled disbursement site. The routing transit number and account number prefix are what allows Bank of America’s Items Processing team to identify and process checks as controlled disbursement items. The account number prefix is the main driver for being able to hold over electronic adjustments and including them in presentments the following day. 1. Early each morning, Bank of America obtains electronic notification of check presentments from various sources such as direct sends from other financial institutions and the Federal Reserve Banks. 2. Together with the check data, our controlled disbursement system receives ACH transactions along with adjustments that were processed electronically to generate the day’s presentment information and funding requirement. We provide two controlled disbursement notifications, referred to as presentments, daily. 3. Our information reporting system is updated with your critical presentment totals. The City has the flexibility to receive notification after each presentment or a single notification at final presentment. Information is provided at the summary or detail level. Automatic funding of your controlled disbursement account takes into account any positive or negative opening balances in your account from the previous day. Reporting Our internet-based client access solution, CashPro Online, provides current day reporting information on the City’s Controlled Disbursement account. This information can include presentment totals at the controlled disbursement account or master funding account level (or both), details of checks included in presentment totals as well as funding totals reported by serial number break. Presentment summary reporting  Opening available balance  Controlled disbursement check presentments (first presentment and second presentment)  ACH credit and debit totals  Electronic debit and credit adjustments  Disbursement funding requirement Check detail and serial break reporting  Lists the checks included in the presentments  Funding totals sorted and reported by serial number prefix is available through CashPro Information Reporting Statements EXHIBIT B Bank of America Merrill Lynch Tab XXVI —Business Continuation Plan|62 Tab XXVI —Business Continuation Plan Describe the bank’s BCP Business continuity and disaster recovery planning is far-reaching at Bank of America and incorporated into virtually every aspect of the bank’s business processes. We have an extensive disaster recovery program and a designated disaster recovery team. It is a top priority at the bank and a major consideration in all system design and implementations. Our company-wide Disaster Recovery Plan includes extensive plans for the services that the City requires. Procedures are in place for all aspects of disaster recovery, including immediate emergency response, failure assessment, backup activation, backup operations and primary site restoration. Our primary processing site employs a redundant failover database environment, providing each database with the ability to shift to a backup server immediately upon a primary database server failure. In the event of a disaster at the primary processing site, we rely on a remote site that houses the disaster recovery servers, including web, application and database servers, and the network environment, including a replicated database that is updated based on primary database activities. Our business continuity program continues to evolve to help the bank respond effectively to new risks. Key disaster recovery solutions in place The City can count on our industry-leading backup facilities and company-wide disaster recovery plans for all primary systems used to provide services outlined in this proposal. Back-up facilities are tested frequently and can be implemented swiftly in the event of an emergency. Back-up facility types, locations and implementation timeframes are provided below. Hot sites and backup systems for the City’s primary services Platform Type of site and location(s), including alternatives Mainframes Located throughout the enterprise. Data centers in the Eastern U.S. are recovered at a vendor hot site. Data centers in the West are recovered in an internal facility. Critical client data and application services are backed up electronically and intraday transactions are documented to allow recovery to the point of a disaster. Our recovery sites can be operational in two to six hou rs, depending on the site and functions recovered at that location. Midrange/ Client Servers Bank of America has a large number and variety of midrange/client server systems located throughout the enterprise. Recovery solutions are driven by the business functions supported by each system and vary widely. Recovery plans are scaled to the individual system and the entire data center in which the hardware resides. To reduce risk and shorten recovery times, the bank has moved to internal recovery of our midrange/client server systems where possible. Testing is conducted for most systems annually, although critical systems do more frequent testing. Disaster Preparedness Major Disaster Plan Highlights  Each critical bank application is involved in at least two contingency tests annually. Minimally, one test is unannounced.  The notification procedure is tested periodically to ensure that all necessary support can be provided during a disaster.  Each application must demonstrate its ability to interact successfully with all interfaces designated as “First Day Critical Applications.” EXHIBIT B Bank of America Merrill Lynch Tab XXVI —Business Continuation Plan|63 Hot sites and backup systems for the City’s primary services Platform Type of site and location(s), including alternatives ACH The Richardson, Texas mainframe is backed up in Kansas City, Mo. In the case of an unexpected power, telephone system or network failure, or the failure of a crucial system impacting the primary production site, advanced recovery technologies are employed and the ACH file is rerouted to one of our contingency ACH sites. We run backups of production data throughout the processing day to deliver recovery to the point of failure and to shorten the recovery time. This procedure will be transparent to you and the file will be processed as expected. Additionally, mobile teams are prepared to relocate to the contingency sites as required, equipped with complete job-run scripts and recovery procedures. We consider this to be a warm backup site because production jobs are not running concurrently, but production data is being logged throughout the day to enable us t o resume production at the point of failure. CashPro Online The CashPro Online hardware and software environment is stationed behind numerous firewalls. Two data centers are located within the U.S. CashPro Online is configured to run with one data center servicing all production requests; the second data center is on “hot standby.” At present, CashPro Online uses 3DNS to route traffic to a single active data center that serves as the primary production site. Within the site, BigIP is used to spread the traffic among the web servers that make up CashPro Online. CashPro Online is currently updating the failover capabilities for handling traffic that needs to be redirected to the hot standby data center, prima rily through the use of two health -monitoring scripts that are triggered by BigIP. In the event of a network failure, CashPro Online has 24/7 support and contingency plans in place to achieve continuity for receipt of critical data and maintenance of norma l business operations. Wire Transfers Bank of America has three primary operating sites for our USD wire transfer processing. Our primary sites each have a business resumption site with access to independent power grids and labor resources. In addition to the business resumption sites, we use our operations expertise globally to provide further strength to contingency planning. The Global Wire Operations teams located in countries around the world can also support the USD operational needs in contingency situations. If a situation arises that requires Wire Transfer Services to use our business resumption sites, procedures are enacted to ensure the physical relocation of the wire operations processes into the contingency environment. This is expected to take from two to three hours, in most cases. During that timeframe, other production sites will assume processing until the resumption site is up and running. Normally, backup plans are tested quarterly, with live processing once a year. During tests, Bank of America's ability to reconfigure computer hardware is exercised, along with the ability to test software and programs, switch networks and process critical applications. Check Processing Operations We have an internal recovery strategy for check processing; one located in the eastern part of the U.S. and one in the western part. The facilities not only provide recovery for capture of the checks, but for all supporting bank functions. A number of teams are in place to support the recovery effort, ensuring that the site is adequately staffed. Testing of all aspects of the process and of all processing sites is conducted regularly. Real disaster recovery implementations Bank of America has a history of responding quickly and effectively to natural and man-made disasters. From a global perspective, we have never lost our direct file delivery operations site or computer hardware. Business continuity will continue to evolve and grow in importance at all organizations and Bank of America is committed to remain an industry leader. For additional details, please see the Business Continuity/Disaster Recovery Program Letter in the Appendix (Appendix 08). EXHIBIT B Bank of America Merrill Lynch Tab XXVII —Red Flag Requirements|64 “Best Overall Identity Safety in Banking” Bank of America has been awarded this recognition by Javelin Strategy & Research for ten consecutive years. Tab XXVII —Red Flag Requirements Describe the bank’s efforts to comply with Federal Red Flag requirements Bank of America was named “Best Overall Identity Safety in Banking” for 10 consecutive years by Javelin Strategy & Research — a leading provider of independent industry specific quantitative research. We participate in a quarterly risk management program to monitor fraud-related activities and we are committed to working with and bringing to our clients our expertise on fraud-related areas of concern. Protection of client data is top priority at the bank. We have extensive and vigorous processes and procedures for how customers’ confidential information is managed — processes and procedures which are designed to fully comply with, and in many respects to exceed, rigorous federal banking guidelines. Policies and procedures around information security have been established and all privacy laws and rights are followed throughout all levels of the organization. In addition, a specific Enterprise Information Management (EIM) InfoSafe unit has been established to quickly address any potential breach of information security and deliver appropriate client communications. Every system housing client data has the highest level of security in order to protect client information. The transmission of any files via File Transmission Protocol (FTP) is secured by PGP encryption and each party must have an encryption key to unlock the transmitted files. All web-based applications use encryption and password protection to protect from unauthorized access. Bank of America audits and conducts independent reviews to test the various security provisions. We are also required to allow annual compliance review by the Federal Examiners from the Office of the Comptroller of the Currency and the Federal Reserve Bank to validate compliance with Federal Financial Institutions Examination Councils regulations. A primary function of Bank of America’s EIM InfoSafe team is to investigate and respond to incidents reported. Any incidents that are reported to the InfoSafe team are thoroughly investigated and responded to according to the severity of the incident. The InfoSafe team will engage the Incident Response Team as the incident is being investigated. Frontline protection User identification and passwords are the first line of defense in securing data. All laptop computers are required to remain secured while unattended. All computer and system access is controlled and monitored by the bank, and audit logs are maintained to track access. Our policies strictly prohibit password sharing. Inappropriate access to systems and data will result in disciplinary action, up to and including termination. EXHIBIT B Bank of America Merrill Lynch Tab XXVII —Red Flag Requirements|65 Layered security Our award-winning treasury management channel, CashPro Online, offers a layered security model. This end-to- end security framework includes front end authentication, transaction processing tools and back end controls to help combat fraud. CashPro integrated solutions leverage numerous monitoring and security tools designed to work together to fortify your defense against fraud. To further strengthen the City’s defense, you can leverage user administration options. Users access CashPro Online by means of unique user credentials (Company ID/User ID) and passwords, along with risk monitoring authentication. In addition, transport layer protocol continuously verifies the identity of each party during transmissions, and encrypts messages to retain privacy and unaltered content. Firewalls protect data from unauthorized access, while data encryption protects transaction information as it travels over the internet. Multiple levels of approval and security tokens provide an additional safeguard and control for select higher risk transactions. Tokens for use in high risk applications are required, not optional. Depending upon the high risk application, the token may be used at entry to the application or when approving transactions. You have the option of requiring these additional levels of approval and security tokens at login, as well. Physical security  We use buildings with robust security features to house client transaction information and program software.  Independent auditors and security specialists test the physical security of these buildings throughout the year.  Any vendors we contract with also are required to be independently audited on an annual basis.  Details of the actual locations and/or security measures in place are confidential and cannot be disclosed. Diligent risk monitoring Risk monitoring authentication at login validates a user’s credentials using a number of factors, such as network information, user information, positive device identification and user profiling. All sessions use transport layer security encryption protocol that continuously verifies the identity of each party during the session, encrypting messages to help protect their privacy and prevent alteration. The bank’s security operation center provides around-the-clock monitoring every day to help detect unauthorized network and application activity. Audit logs, customized authorization, entitlements and dual administration allow you to control system access and privileges. EXHIBIT B Bank of America Merrill Lynch Exhibits|66 Exhibits Tab A: Contract Samples Include the Proposer’s standard Deposit Account Disclosure, Cash Management or Treasury Terms and Conditions, Contract For Deposit of Moneys, a sample Service Agreement, Signature Card, Schedule of Fees and Charges, and any other standard documents that the bank would normally require to open an account and set up services for a public entity. Please see the following documents in the Appendix (Appendix 9a-9g):  Contract for Deposit of Moneys  Schedule of Fees  Deposit Agreement and Disclosures  Sample Signature Card  Signature Card Instructions  Banking Resolution and Certificate of Incumbency  Banking Resolution and Certificate of Incumbency Instructions Additional documentation will vary based on the type of service requested by the City. Also, please note that the City of Fresno currently has a signed Terms and Conditions document in place with Bank of America. If re-awarded the Banking Services contract, our desire is to negotiate a similar document with the City. EXHIBIT B Bank of America Merrill Lynch Exhibits|67 Tab B: Annual Report and Ratings Provide the most recently audited financial statements or annual report of the financial institution. Also include your most current Standard & Poors, Moody’s, and Bauer Financial ratings. A key priority for Bank of America Merrill Lynch has been to strengthen our balance sheet by selling non-core assets, generating capital and maintaining strong liquidity levels. Trends show sustained improvement in capital generation, which is a clear demonstration that our execution is in line with our priorities. Financial highlights Q2-17 net income of $5.3 billion1  Revenue, net of interest expense, increased 7% to $22.8 billion from $21.3 billion Capital and liquidity remain strong1  More than $2.2 trillion in total assets, more than $1.2 trillion in deposits and $916 billion in loans/leases  The Basel 3 Advanced approaches common equity tier 1 (transition) was 11% and the Basel 3 Advanced approaches common equity tier 1 (fully phased-in) was 11% at June 30, 20172  Global Liquidity Sources was $514B; time to required funding at 49 months Strong credit/loan activity1  Provision for credit losses declined 26% to $726 million from $976 million; net charge-offs declined 8% to $908 million from $985 billion3  Global Banking loan balances increased $10.7 billion The Bank of America Merrill Lynch web address is www.bankofamerica.com. For the latest financials and annual report, visit www.bankofamerica.com/investor. Credit Ratings as of July 17, 2017 The most recent credit ratings for Bank of America Corporation and Bank of America, N.A. are below. Moody’s Standard & Poor’s Fitch Bank of America Corporation Outlook Positive Stable Stable Long-term senior Baa1 BBB+ A Short-term P-2 A-2 F1 Subordinated Baa3 BBB A- Trust Preferred Ba1 BB+ BBB- Preferred Stock Ba2 BB+ BB+ Bank of America, N.A. 1 All statements speak as of, and only at, June 30, 2017, unless otherwise noted. 2 Basel 3 fully phased-in Advanced approaches estimates assume approval by U.S. banking regulators of our internal models methodology (IMM) for calculating counterparty credit risk regulatory capital for derivatives. As of June 30, 2017, we did not have regulatory approval of the IMM model. 3 Q2-2017 Bank of America Corporation Earnings Report EXHIBIT B Bank of America Merrill Lynch Exhibits|68 Moody’s Standard & Poor’s Fitch Outlook Positive Stable Stable Long-term senior A1 A+ A+ Long-term deposit A1 A+ AA- Subordinated A2 BBB+ A- Short-term P-1 A-1 F1 Additional credit ratings information is available using this Investor Relations link. EXHIBIT B Bank of America Merrill Lynch Exhibits|69 Tab C: Account Analysis Provide a sample of your financial institution’s account analysis and a use guide for the account analysis. A Guide to Reading Your Analysis Statement, which includes a sample statement along with definitions and calculations, is in the Appendix (Appendix 10). A sample account analysis statement is below. EXHIBIT B Bank of America Merrill Lynch Exhibits|70 Tab D: Disclosures Provide a disclosure of any litigation or administrative proceedings that your financial institution is currently involved with, including any investigations being conducted by State or Federal bank regulators, the Attorney General’s Office, Fair Political Practices Commission, or Consumer Protection Offices. The bank is a large and diversified institution and is routinely involved in litigation in various state and federal courts. The bank makes all disclosures required by its regulators, including all required disclosures in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are updated in Reports on Form 8-K, all of which are filed with the Securities and Exchange Commission. Those reports include disclosures of investigations and other matters as required by federal law and are publicly available. The bank cannot confirm or deny the existence of any other, non-public investigation conducted by any government investigator unless required to do so by law. EXHIBIT B Bank of America Merrill Lynch Exhibits|71 Tab E: Pricing Schedule Provide a schedule of the bank’s standard pricing for all services offered by the bank. All pricing for this contract is detailed in Tab XVII – Pricing Schedule. Pricing is unique to each client, developed based on services required, volumes, etc. Therefore, there is no schedule of the bank’s “standard” pricing for all Treasury services offered. EXHIBIT B Bank of America Merrill Lynch Clarifications|72 Clarifications Pages 9 &13 (Required Services & Format of Proposal) We respectfully request that the attached Treasury Terms and Conditions be incorporated in the RFP response and into the final contract. The bank is confident that we can successfully negotiate a mutually agreeable contract with the City. Page 10, Sections 12 (Electronic Payments) The bank respectfully requests that the City pay us for each service you use in accordance with the schedule of charges we prepare for you. In accordance with the Terms and Conditions, we will, on a quarterly basis, debt your account for payment of charges due, unless you arrange another payment procedure acceptable to us. Page 3, (Term of Contract) The bank is agreeable to a term of five (5) years, but would like the two one (1) year extensions or one two (2) year extension to be by mutual written agreement. Page 7, Section 5 (Compliance with Laws) The bank endeavors to comply with all federal and state laws pertaining to financial institutions. EXHIBIT B Bank of America Merrill Lynch Disclosures|73 Disclosures Please note that the quoted terms, conditions, and pricing are valid for 180 days from the proposal due date, unless expressly reaffirmed in writing. Some services offered to the City within this proposal response are subject to the initial and subsequent satisfactory review of the financial statements of the City, approval by Bank of America, N.A. and satisfactory completion of any necessary bank documentation. Bank of America continually evaluates, adapts and modifies our financial center retail network, operations centers and platforms to fit the evolving needs of our customers and our business. Therefore, the financial center, vault and/or processing center hours of operation, locations and platforms, while current as of this proposal, are subject to change in the future. Any changes will be communicated in a timely and comprehensive manner. Bank of America, N.A. offers a wide array of services to its clients. Each service has many features and options. In the course of providing these services we may employ agents, employees or subcontractors (vendors) to service all of our clients utilizing a service in general rather than to service a particular client. In general, we will disclose in a proposal response any agents, employees or subcontractors (vendors) retained by us exclusively for, and which are dedicated solely to, the provision of services to a specific client and/or contract. © 2016 Bank of America Corporation. “Bank of America Merrill Lynch” is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives, and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation (“Investment Banking Affiliates”), including, in the United States, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp., both of which are registered broker-dealers and members of SIPC, and, in other jurisdictions, by locally registered entities. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp. are registered as futures commission merchants with the CFTC and are members of the NFA. Investment products offered by Investment Banking Affiliates: Are Not FDIC Insured * May Lose Value * Are Not Bank Guaranteed EXHIBIT B Bank of America Merrill Lynch Appendix|74 Appendix  01-Redline Revision of the Sample Agreement  Availability Schedules — 02a-Branch — 02b-Image Cash Letter — 02c-Remote Deposit — 02d-Vault  03-DTS Web Change Order Service  04-Payee Positive Pay Client Overview  05-Attachment A – Pricing Proforma  06-Bank of America at Work Overview  07-Bank of America Merrill Lynch Code of Conduct  08-Business Continuity/Disaster Recovery Program Letter  09a-Contract for Deposit of Moneys  09b-Schedule of Fees  09c-Deposit Agreement and Disclosures  09d-Sample Signature Card  09e-Signature Card Instructions  09f-Banking Resolution and Certificate of Incumbency  09g-Banking Resolution and Certificate of Incumbency Instructions  10-A Guide to Reading Your Account Analysis Statement  11a-Addendum No. 1  11b-Addendum No. 2  11c-Addendum No. 3  11d-Addendum No. 4  11e-Addendum No. 5 EXHIBIT B EXHIBIT C DISCLOSURE OF CONFLICT OF INTEREST REQUEST FOR PROPOSALS Banking Services RFP No. 9412 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 Patty Ramirez (name) Bank of America Merrill Lynch (company) 275 Valencia Ave. (address) Brea, CA 92823 (city state zip) Additional page(s) attached (see following page): Bank of America Merrill Lynch is a large and diversified institution and is routinely involved in litigation in various state and federal courts. The bank makes all disclosures required by its regulators, including all required disclosures in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are updated in Reports on Form 8-K, all of which are filed with the Securities and Exchange Commission. Those reports include disclosures of investigations and other matters as required by federal law and are publicly available. The bank cannot confirm or deny the existence of any other, non-public investigation conducted by any government investigator unless required to do so by law. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) CONFIDENTIAL ©Bank Of America Corporation TREASURY SERVICES TERMS AND CONDITIONS BOOKLET Introduction Thank you for choosing the Bank of America Corporation group of financial institutions for your worldwide treasury management business needs. We appreciate the opportunity to serve you. If you have any questions about our extensive array of treasury services (including the locations where each service is available) or about this Negotiated Treasury Services Terms And Conditions Booklet on February 13, 2018 (the “Booklet”), please contact your treasury services representative. Capitalized terms used in this Booklet are defined in the Glossary. The terms “we,” “us” and “our” refer to each of the Bank of America Corporation subsidiary banks which provide you a particular Service under the terms of this Booklet. The terms “you” and “your” refer to each Client identified on the Authorization and Agreement for Treasury Services. This Booklet contains the terms and conditions under which we provide you worldwide treasury services. It is used in conjunction with the Account Agreement which covers account terms and conditions. Please read this Booklet carefully and keep it for your records. By signing and returning the Authorization and Agreement for Treasury Services form, you agree to the General Provisions section of this Booklet (which contains terms and conditions applicable to all Services), except that you agree to the Software License section of the General Provisions only to the extent we provide you Software in connection with one or more Services. You also agree to those portions of the Treasury Services and Electronic Trade Services sections of this Booklet which contain the specific terms and conditions that relate to the Services we provide to you. If you would like an additional Service, it will be covered by the terms and conditions of this Booklet once we have approved your use of the Service. You may begin using the Service when we have received all required and properly executed forms and you have successfully completed any testing or training requirements. To assist in our establishment and maintenance of overdraft limits, any payment instructions and any electronic access to the Services and to assist in our compliance with any applicable laws, rules and regulations, you shall provide us with any information we request, including but not limited to, financial information about you and identification information and documentation about you and your employees and any representatives authorized by you to conduct transactions on your behalf. Whenever you use any of the Services covered by this Booklet, you agree to be bound by these terms and conditions, as amended from time to time, and to follow the procedures in the applicable Materials. THE ENTIRETY OF THE GENERAL PROVISIONS SECTION OF THIS BOOKLET TOGETHER WITH THE APPLICABLE SERVICE SECTIONS HEREIN FORMS THE AGREEMENT BETWEEN YOU AND US WITH RESPECT TO THE SERVICES DEFINED THROUGHOUT THIS BOOKLET. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) CONFIDENTIAL ©Bank Of America Corporation TABLE OF CONTENTS TREASURY SERVICES ................................................................................................................................................................. 1 ACCOUNT RECONCILEMENT .................................................................................................................................................... 1 AUTOMATED CLEARING HOUSE (ACH) ................................................................................................................................... 1 AUTOMATED CLEARING HOUSE (ACH) AUTHORIZATION TO RECEIVE ............................................................................... 3 ACH POSITIVE PAY ..................................................................................................................................................................... 4 BANK-PRINTED DRAFTS ............................................................................................................................................................ 5 BILLPAY AND INVOICE MANAGEMENT ................................................................................................................................... 5 CASHPAY® .................................................................................................................................................................................. 8 CHECK ISSUANCE AND DOCUMENT PRINTING ...................................................................................................................... 9 COIN AND CURRENCY ORDERS .............................................................................................................................................. 10 COLLECTION LETTERS ............................................................................................................................................................ 10 COMMERCIAL DEPOSITS ......................................................................................................................................................... 11 COMMERCIAL PREPAID CARD ................................................................................................................................................ 16 CONTROLLED BALANCE ACCOUNTS ..................................................................................................................................... 17 CONTROLLED DISBURSEMENT .............................................................................................................................................. 18 DATA AGGREGATION AND USAGE SERVICE ......................................................................................................................... 19 DIGITAL DISBURSEMENT SERVICE ......................................................................................................................................... 21 ELECTRONIC BILL PAYMENT CONSOLIDATION ................................................................................................................... 23 ELECTRONIC DATA INTERCHANGE (EDI) ............................................................................................................................... 23 ELECTRONIC FOREIGN EXCHANGE ........................................................................................................................................ 24 ELECTRONIC STOP PAYMENT ................................................................................................................................................ 25 IMAGE SERVICES ...................................................................................................................................................................... 26 INFORMATION REPORTING .................................................................................................................................................... 26 LOCKBOX .................................................................................................................................................................................. 27 NOTIFICATION SERVICE .......................................................................................................................................................... 28 PAYMENT PROCESSING SERVICE ........................................................................................................................................... 28 POSITIVE PAY ........................................................................................................................................................................... 29 RECEIVABLES MATCHING ....................................................................................................................................................... 31 RE-PRESENTMENT CHECK (RCK) ............................................................................................................................................ 33 TAX PAYMENTS ........................................................................................................................................................................ 33 TAXPAY AND BILLPAY ............................................................................................................................................................. 35 AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) CONFIDENTIAL ©Bank Of America Corporation WIRE TRANSFERS AND INTERNATIONAL ELECTRONIC FUNDS TRANSFERS .................................................................... 37 ELECTRONIC TRADE SERVICES ............................................................................................................................................... 40 COLLECTIONS .......................................................................................................................................................................... 40 STANDBY AND COMMERCIAL LETTERS OF CREDIT AND GUARANTEES ISSUED .............................................................. 41 BANK PAYMENT OBLIGATION - BUYER ................................................................................................................................. 43 OPEN ACCOUNT ....................................................................................................................................................................... 43 STANDBY LETTERS OF CREDIT-ADVISED (CONFIRMED/UNCONFIRMED) ......................................................................... 44 COMMERCIAL LETTERS OF CREDIT–ADVISED (CONFIRMED/UNCONFIRMED) .................................................................. 45 INFORMATION REPORTING AND IMAGE ACCESS ................................................................................................................ 46 SUPPLEMENTAL CD-ROM/ DVDS SOFTWARE LICENSE PROVISIONS ................................................................................ 46 SUPPLY CHAIN ......................................................................................................................................................................... 47 SUPPLEMENTAL LIMITATION OF LIABILITIES AND INDEMNIFICATION FOR ALL ELECTRONIC TRADE .......................... 47 GENERAL PROVISIONS ............................................................................................................................................................ 49 ACCESSING SERVICES VIA THE INTERNET ............................................................................................................................ 49 CHANGES TO A SERVICE ......................................................................................................................................................... 49 COMMUNICATIONS ................................................................................................................................................................. 50 CONFIDENTIALITY ................................................................................................................................................................... 50 CURRENCY EXCHANGE RATES ............................................................................................................................................... 51 NOTICE OF ACCOUNT STATEMENT DISCREPENCIES ........................................................................................................... 52 E-STATEMENTS ........................................................................................................................................................................ 52 FACSIMILE SIGNATURES ......................................................................................................................................................... 52 THIRD PARTY VENDORS .......................................................................................................................................................... 52 GENERAL MATTERS ................................................................................................................................................................. 53 GOVERNING LAW ..................................................................................................................................................................... 54 SECURITY PROCEDURE ........................................................................................................................................................... 54 LIMITATION OF LIABILITIES .................................................................................................................................................... 54 OVERDRAFTS ........................................................................................................................................................................... 55 PAYMENT FOR SERVICES ........................................................................................................................................................ 55 PROTECTION FROM THIRD PARTIES ...................................................................................................................................... 56 REPRESENTATIONS AND WARRANTIES ................................................................................................................................ 56 RESOLUTION OF DISPUTES .................................................................................................................................................... 56 SOFTWARE LICENSE ................................................................................................................................................................ 56 AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) CONFIDENTIAL ©Bank Of America Corporation SUSPENSION AND TERMINATION ......................................................................................................................................... 59 GLOSSARY OF TERMS ............................................................................................................................................................. 61 AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 1 CONFIDENTIAL ©Bank Of America Corporation TREASURY SERVICES We offer a wide variety of treasury services. Each Service has many features and options. Your treasury services representative will be happy to describe these to you and to recommend those that will best meet your needs. A List of Banks and Services is enclosed with this Booklet. This list includes the names of each Bank of America Corporation subsidiary bank offering Services under this Booklet and the names under which we currently offer those Services. Please contact your treasury services representative at any time if you wish to receive an updated list. ACCOUNT RECONCILEMENT Our Account Reconcilement Services will help you reconcile and manage the credit and debit activity in your accounts. Detailed information regarding the features offered for such Services is available in the applicable User Documentation. Your use of an Account Reconcilement Service does not affect any of your obligations, which are described in the applicable Account Agreement, to discover and report with respect to your accounts (including joint accounts where permitted): (i) unauthorized signatures, alterations or endorsements on checks and (ii) unauthorized Requests and other discrepancies. Your use of this Service or our receipt of information associated with this Service does not increase our duty with respect to accounts or the payment of checks. AUTOMATED CLEARING HOUSE (ACH) This section applies only to ACH Services processed within the United States of America and its territories. This section together with the entirety of the General Provisions section of this Booklet, including without limitation the terms related to Security Procedures, forms the agreement between you and us with respect to the Services defined herein. Our ACH Services allow you to transfer funds to or from your accounts by initiating Entries which may be sent through the ACH system or processed directly to accounts with us. We may send Entries to any ACH processor selected by us or directly to another bank or processor. Each ACH Service is described in the applicable User Documentation. You authorize us to issue paper instruments or items, such as drafts, or remotely created checks, (collectively, “RCCs”), as instructed by you or as reasonably determined by us to be appropriate. The capitalized ACH terms appearing in italics below are defined in the NACHA Rules. COMPLIANCE WITH NACHA RULES; LAWS; AND ADDITIONAL REQUIREMENTS You agree to comply with the NACHA Rules for all Entries, whether or not an Entry is sent through a processor or the ACH network. You act as Originator and we act as Originating Depository Financial Institution (ODFI) with respect to Entries. You will utilize the ACH service to us as provided in the User Documentation and the NACHA Rules, including, but not limited to, the delivery of Entries. The NACHA Rules govern if they conflict with this Booklet, except that the file specification requirements in the User Documentation govern if they conflict with the NACHA Rules. For Entries that may be processed directly to accounts with us or other processor, debits and returns may be reported on next day information reporting. The User Documentation will govern if such timing conflicts with the NACHA Rules. You agree to comply with applicable laws and regulations. You may not use this Service for any illegal transaction or activity, including under the regulations and laws of the receiver of your transaction. Your compliance includes adherence to applicable laws and regulations, including United States economic sanctions laws and regulations, regulations issued by the Office of Foreign Assets Control of the U.S. Department of the Treasury and Executive Orders issued by the President of the United States. You agree to cooperate with us fully to facilitate our adherence to guidance provided by any regulatory body, including, but not limited to, the Office of the Comptroller of the Currency (“OCC”), including guidance concerning risk management of ACH or any other Service. For this purpose, you agree that we may mandate specific internal controls at your locations, audit your operations and/or request additional information. We may restrict either your initiation or re-initiation, or apply certain risk management rules at our discretion. We may monitor, assess and enforce limitations on initiation and return activity. If you originate on behalf of any other party, you also represent and warrant that you will monitor, assess and enforce limitations in accordance with the NACHA Rules. If you originate on behalf of any other entity, we may require information regarding such entity to verify your customer and the nature of their business. If you are acting as a third party payment processor or a third party sender as defined by NACHA Rules, we may request that you furnish us with additional information. Such information may include, without limitation, AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 2 CONFIDENTIAL ©Bank Of America Corporation data: (i) regarding your financial condition; (ii) verifying your customers and the nature of their businesses; and (iii) sufficient for us to determine whether you are working with additional ODFIs. You agree to comply with all audit requirements under the NACHA rules, and agree to provide proof of compliance upon our request. Where a preauthorized debit Entry from a consumer’s account varies in amount from the previous debit Entry, you will comply with the notice requirements set forth in the NACHA Rules, the Electronic Funds Transfer Act and Regulation E of the Board of Governors of the Federal Reserve System, as applicable. If you make International ACH Transactions (“IAT”) using the Service such transactions are subject to the terms of this section for the portions of the transaction that occur and are processed within the United States of America and its territories. AUTHORIZED PERSONS Before using an ACH Service, you give us a written list, in a form acceptable to us, of the persons authorized by you to verify the authenticity of Entries and Reversal/Deletion Requests in accordance with the Security Procedure and to perform certain other duties in connection with such Service. WARRANTIES Each time you use an ACH Service, (i) you warrant that you have obtained appropriate authorization from each Receiver and that Entries conform to such authorization and comply with the NACHA Rules, and (ii) you make the same warranties to us as we make under the applicable section(s) of the NACHA Rules. PAYMENT WITH RESPECT TO ENTRIES We generally debit your account on the settlement date for credit Entries (including debit Reversals), unless you are prefunding your Entries. Prefunding means that you are required to pay for all credit Entries before the settlement date as we may specify, using a Standalone Account. If your account is not a Standalone Account, we may at any time convert it to a Standalone Account for prefunding. We may, at our discretion, without prior notice to you, require prefunding before we process your credit Entries. We are not obligated to process any credit Entries, even if we have done so in the past, without having first been paid by you, but, if we do, the amount is immediately due and payable without notice or demand. We generally credit your account on the settlement date for debit Entries (including credit Reversals), unless such Entries are subject to ACH Managed Processing which will delay settlement for the Entries as further described in the User Documentation for the ACH Service being used. You will pay us for the amount of any returned debit Entries (including rejected debit Entries), any adjustment Entries or any returned RCCs, which we have previously credited to your account. Such amounts shall be immediately due and payable. You agree that we do not need to send a separate notice of debit Entries or RCCs which have been returned unpaid. You may request reports containing information regarding returned debit Entries and RCCs. ACTING ON ENTRIES We send Entries to the ACH processor or other bank or processor for settlement on the Effective Entry Date shown on the Entries or a delayed settlement date if such Entries are subject to ACH Managed Processing, if we receive the Entries by the applicable processing deadlines specified in the User Documentation for the ACH Service being used. We may treat Entries that we receive for processing after a deadline as if received on the next Business Day. Entries will be deemed received by us when we receive the complete file at the location specified in the User Documentation. REJECTION OF ENTRIES We may reject any Entry that does not comply with the requirements of the Booklet or the applicable User Documentation, including any ACH processing and/or exposure limits described in the User Documentation, or that we are unable to verify through use of the Security Procedure. We may also reject any Entry that may be returned for any reason under the NACHA Rules or if you have breached your payment obligations for any ACH Service we provide to you or may require your Entries to be subject to ACH Managed Processing. we will give notices of rejection and/or Entries becoming subject to ACH Managed Processing. We may also, without prior notice to you, no longer accept or process your debit Entries or may require your Entries to be subject to ACH Managed Processing. Notice of rejection and/or Entries becoming subject to ACH Managed Processing will be given to you by telephone, by electronic means, by facsimile or by mail within the time period specified in the User Documentation and will be effective when given. We are not liable for the rejection or ACH Managed Processing requirement of any Entry and are not obligated AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 3 CONFIDENTIAL ©Bank Of America Corporation to pay you interest for the period before you receive the notice of rejection or ACH Managed Processing requirement. If an Entry is rejected for any reason, it is your responsibility to correct the Entry you intend to resubmit. REVERSAL OR DELETION We have no obligation to cancel or amend any Entry after we have received it. If you send us a Reversal/Deletion Request and we are able to verify the authenticity of the Reversal/Deletion Request using the Security Procedure, we will make a reasonable effort to act on your Reversal/Deletion Request. We will not be liable to you if such Reversal/Deletion Request is not effected (for example, but not limited to, if it is returned for non-sufficient funds). You agree to indemnify us in connection with any such Reversal/Deletion Request as provided in UCC 4A. Your obligations under this provision will survive the termination of any ACH Service. PROVISIONAL PAYMENTS You agree to be bound by the provision of the NACHA Rules and UPIC Rules providing that payment of a credit Entry by the Receiving Depository Financial Institution (RDFI) to the Receiver is provisional until the RDFI receives final settlement for the Entry. If final settlement is not received, the RDFI is entitled to a refund from the Receiver of the amount credited. This means that the Receiver will not have been paid. Our payment of any debit Entry, returned credit Entry or credit Reversal is provisional until we receive final settlement for the Entry or Reversal. If final settlement is not received, we are entitled to a refund and we may charge your account for the amount previously credited. We may delay the availability of any amount credited (i) for a debit Entry subject to ACH Managed Processing, or (ii) for a debit Entry or credit Reversal if we believe that there may not be sufficient funds in your account to cover any chargeback or return of the Entry or Reversal. Our rights under this subsection shall survive termination of the Service and/or the Booklet. INCONSISTENCY OF NAME AND NUMBER An RDFI can make payment to a Receiver based solely on the account number, even if the name in the Entry differs from the name on the account. We will send an Entry to an RDFI based solely on the bank identifying number you provide, even if you provide us with a different RDFI name. SUPPLEMENTAL TERMINATION This subsection supplements the Suspension and Termination section. If you originate on behalf of any other entity, and we determine, in our sole discretion, that we no longer wish to process transactions for such entity, Services may be suspended, modified or amended. AUTOMATED CLEARING HOUSE (ACH) AUTHORIZATION TO RECEIVE This section applies only to ACH Authorization to Receive Services for Entries received in the United States of America. With the ACH Authorization to Receive Services, you provide us with the authorization criteria for Entries you desire to receive for debit or credit to your account. We will automatically return any Entry which does not meet your authorization criteria. We may also return an Entry that would be returned for any reason under the NACHA Rules. The ACH Authorization to Receive Services do not apply to transactions between you and us, and we may pay Entries which you have authorized us to originate against your account (e.g., loan or credit card payments), whether or not you have included these in your authorization criteria. We may also pay any Entries, Reversals or adjustments which we are required to accept under the NACHA Rules EPN Rules, operating circulars or any other applicable rule, guideline or regulation. You are responsible for providing authorization criteria in a manner and form acceptable to us. In your authorization criteria you may specify a maximum amount for authorized Entries, in which case you must specify the amount in dollars and cents. You agree to comply with the NACHA Rules for all Entries. Under the NACHA Rules, credit Entries are provisional and may be revoked prior to final settlement. If the credit Entry is revoked before final settlement and final settlement is not received, we may charge your account for any amount previously credited to your account. In this instance, the person who originated the credit Entry is considered not to have paid you and we do not send a separate notice regarding such failed payment. If an ACH Authorization to Receive Service is terminated for any reason, we will no longer be obligated to monitor Entries against your authorization criteria and will receive and accept or return Entries to your account in accordance with our normal procedures. You still have the right to return Entries in accordance with the NACHA Rules. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 4 CONFIDENTIAL ©Bank Of America Corporation If you also subscribe to our ACH Positive Pay Services as described in this Booklet, you will still need to make your pay or return decisions under your ACH Positive Pay Services. Such decisions will supersede the terms contained in your ACH Authorization to Receive Services. SUPPLEMENTAL TERMINATION This subsection supplements the Suspension and Termination section, if we have assisted you in obtaining a UPIC. We may terminate this Service immediately and send you notice of the termination if we, in our sole discretion, no longer wish to provide this Service. ACH POSITIVE PAY Our ACH Positive Pay Services allow you to identify exception items, and to instruct us whether to pay or return those items. An exception item is an ACH Entry not previously authorized by you. On each Business Day, we notify you of ACH debit and credit Entries presented to us for settlement on that Business Day and which we have identified as exceptions based on authorization information you have provided to us (as more fully described in the applicable User Documentation). Exceptions are determined by comparing ACH Entries presented to us (including by other depository institutions, ACH operators or by us) with the authorization instructions you have provided. Alternatively, you may choose not to authorize any ACH Entries, in which case we will treat all such ACH Entries as exception items. On the same day we report exception items to you, you must notify us, by the deadline specified in the applicable User Documentation, which ACH Entries you want us to pay/accept or which to return. If you fail to notify us by the deadline, we will handle the exception items in accordance with the prescribed default procedure as outlined in the User Documentation. Where required, you will indicate which ACH Entries you want us to return, having been deemed by you to be unauthorized. Our deadlines, return procedures and procedures for authorizing ACH Entries are described in the applicable User Documentation. In order to assist you in making your decision whether we should pay or return exception items, you may wish to contact your trading partner or ACH customer support for further information. This will not however extend your deadlines to pay or return. Before using the ACH Positive Pay Services, you must entitle, in a form or manner acceptable to us, the persons authorized by you to perform certain duties in connection with such ACH Positive Pay Services. You must access the daily reports of exception items via one of our Websites. Using such Website, you must then notify us which exception items to pay/accept or which to return. If you fail to notify us by the deadline, we will handle the exception items in accordance with the prescribed default procedure as outlined in the User Documentation. Where available, we provide you a report of exception items. You must then notify us which items to pay/accept or which to return. If you fail to notify us by the deadline, we will handle the exception items in accordance with the prescribed default procedure as outlined in the User Documentation. Where available you may request to receive certain types of notifications of your exception items. These notifications are further described in the applicable User Documentation. By using the ACH Positive Pay Services, you authorize us to return ACH Entries or to pay/accept ACH Entries in accordance with your authorization instructions and the return procedure in the applicable User Documentation. We will have no liability for payment of an ACH Entry which is unauthorized if (i) the ACH Entry is included in a report of exception items; and (ii) you do not give us timely instructions to return the ACH Entry. You acknowledge that our ACH Positive Pay Services do not preclude our standard ACH processing procedures, which may cause an ACH Entry to be dishonored even if your instructions do not otherwise require us to return such ACH Entry. You acknowledge that if we receive an ACH Entry after the deadline, which is identified as an exception item, the exception item will be handled as more fully described in the applicable User Documentation. You acknowledge that our ACH Positive Pay Services are intended to be used to identify and return ACH Entries which you suspect in good faith are unauthorized. They are not intended to be used as a substitute for authorization instructions or to delay your pay/accept return decisions on exception items, including and not limited to stop payment orders on ACH Entries which are not suspected in good faith to be unauthorized. If we suspect or deem, in our sole discretion, that you are using the ACH Positive Pay Services contrary to those intentions, we may require you to provide evidence that ACH Entries we return pursuant to your instructions were in fact unauthorized. In addition, we may hold you liable for losses we sustain on ACH AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 5 CONFIDENTIAL ©Bank Of America Corporation Entries which we are requested to return under such ACH Positive Pay Services and which you do not reasonably establish as unauthorized ACH Entries. ACH Positive Pay Services do not apply to transactions between you and us. We may pay Entries which you have authorized us to originate against your account ( e.g., loan or credit card payments), whether or not you have included these in your authorization criteria. We may also pay any Entries, Reversals or adjustments which we are required to accept under the NACHA Rules, operating circulars or any other applicable rule, guideline or regulation. If you also subscribe to our ACH Block and Authorization Services, you will still need to make your pay or return decisions under your ACH Positive Pay Services. Such decisions will supersede the terms contained in your ACH Block and Authorization Services. BANK-PRINTED DRAFTS Using the Bank-Printed Drafts Service you may request us to issue a bank draft by submitting a Payment Advice using your computer (using Software we provide or by accessing a Website) or sending us a data file transmission, to print drafts (which may include drafts denominated in a currency other than the currency in which the relevant account is denominated) drawn on accounts designated and owned by us. In processing your Payment Advice we will apply the exchange rate that you obtained from one of our trading centers, online or assigned by us, as more fully described in the User Documentation. We will print the draft and mail it to the address that you provide with your Payment Advice. We will debit your account for the amount of any Payment Advice that you send to us. For drafts issued by us on your behalf, we reserve the right to place a stop payment on drafts that remain uncleared beyond timelines as defined by us in the User Documentation. If we place a stop payment on a draft for this reason then we will return funds to you according to our returns process, as defined in the User Documentation. AUTHORIZED PERSONS Before using a Bank-Printed Drafts Service, you give us a written list, in a form acceptable to us, of the persons authorized by you to perform certain duties in connection with such Service. STOP PAYMENT REQUESTS Generally, you may send us a request to stop payment with respect to a draft drawn on an account designated and owned by us only if the draft is lost, stolen or destroyed. In such case, you must first complete and provide us with a declaration of loss and indemnity agreement reasonably acceptable to us. A stop payment will not be effective until we first receive your completed declaration of loss and indemnity agreement; have had a reasonable amount of time to review and approve it; and then have reviewed our records to determine that the draft has not already been paid. YOUR RESPONSIBILITIES You must create and transmit to us a Payment Advice for each draft you issue using the Service. You must make certain that each draft, Payment Advice and electronically transmitted Stop Payment Request conforms in form and substance to the requirements, including cutoff times on a Business Day, described in the applicable User Documentation. You must retransmit any Payment Advice, electronically transmitted Stop Payment Request or other message initially transmitted to us through the Service if you have not received an acknowledgment message from us within the time period specified in the applicable User Documentation. OUR RESPONSIBILITIES When we receive the Payment Advice, we will transfer funds from your account with us to the bank account on which the draft is drawn. We will print drafts as requested by you in your Payment Advice. PAYMENT WITH RESPECT TO DRAFTS You agree you will not issue any drafts using a Service which would cause your applicable account balance, according to your records, to be exceeded. If your records and ours disagree regarding the account balance, our records will control for purposes of these Services. You must ensure that Collected and Available Funds sufficient to cover the total of all drafts issued, are on deposit in your account each Business Day at the time stated in the applicable User Documentation. BILLPAY AND INVOICE MANAGEMENT AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 6 CONFIDENTIAL ©Bank Of America Corporation You may use the Bill Payment Feature, the Invoice Management Feature and other related services, provided through our designated Website, and explained in the applicable User Documentation. This section together with the entirety of the General Provisions section of this Booklet, including without limitation the terms related to Security Procedures, forms the agreement between you and us with respect to the Services defined herein. You may only access the Service through the Bank’s designated Website and use the Service to request us to make bill payments on your behalf to Vendors in payment of invoices and bills that you received from such Vendors. We will process your bill payment request by means of an ACH credit entry to the bank account of the Vendor, by mailing a check on your behalf to the Vendor, or by other electronic payment means. You may use the Service to receive invoices sent to you from Vendors that choose to deliver invoices to you via the Service. You also may upload through the Service images of invoices that you receive directly from Vendors. You may view and manage these invoices through the Service. INVOICE MANAGEMENT FEATURE The Service includes an online Inbox where you can upload, store, index and manage your Bills and Documents. You may upload Bills and Documents to your Service Inbox directly through the Service Website or by email using the email address assigned to your Service Inbox. You also may authorize Vendors to send Bills and Documents to the Service Inbox using the email assigned to it. We are not responsible for Bills that are misdirected or not received in your Inbox. You should regularly review your Inbox to confirm that expected Bills from Vendors are received there. You will resolve disputes regarding invoices from Vendors directly with such Vendors and we have no responsibility with respect to such disputes. You also may submit and store other remittance information to the Service, including address and bank account and routing information for a Vendor. You are responsible for verifying the accuracy of the Vendor information prior to scheduling a Payment Transaction, and we will have no liability for losses or damages due to you or your Vendor’s actions or inactions. If you input a Vendor’s bank routing number and bank account number, you represent and warrant that (i) this information is accurate and correct, and (ii) you have obtained from the Vendor any required authorizations, including the authorization to disclose the Vendor’s account information and to request us to initiate ACH debit or credit entries, as applicable, to the Vendor’s bank account in accordance with your Payment Transaction Request and, if necessary, the initiation of adjustments for any transactions debited or credited in error. By providing us with the name and bank account information of a Vendor to whom you wish to direct bill payments, you authorize us to use and follow this information when processing your Payment Transaction Requests to that Vendor. In order to process Payment Transactions more efficiently and effectively, we may submit payments to the best known Vendor address based on information in the Vendor Database. When necessary, we may alter payment data or data formats or change or reformat your Vendor’s bank account number and routing information to match the account number or format and/or routing information required by your Vendor for electronic payment processing or as set forth in the Vendor Database. BILL PAYMENT FEATURE Scheduling Bill Payment. To make a payment to a Vendor for a Bill, you may use the Service to schedule a Payment Transaction and select the Process Date on which we will debit the Payment Account to originate the Payment Transaction. The Service will indicate the earliest possible Process Date for each Payment Transaction Request and will calculate an estimated Arrives By Date. We will use commercially reasonable efforts to issue the Payment Transaction within two business days following the Process Date, depending on the size of the payment and subject to our own review of the Payment Transaction Request. We will determine the payment method for each scheduled Payment Transaction Request. You are solely responsible for scheduling Payment Transactions and selecting a Process Date for each payment that allows sufficient time for the payment to be delivered on or prior to the due date on the Bill. We make no representation or warranty to you that a Payment Transaction will be received by the Vendor or credited to the Vendor’s bank account on or before the Arrives By Date. Regardless of the Process Date selected by you, we shall have no liability to you or your Vendor in the event that you incur a late fee or other financial liability to a Vendor arising from a delayed, undelivered, or late payment. Payment Method and Transaction Limits. You may, through the Service, request that we process a Payment Transaction Request as a check payment or as an ACH credit entry payment or other electronic payment; provided, however, that we reserve the right to select the method by which to process a Payment Transaction Request. ACH credit entry payments and other electronic payments may only be made to U.S. domestic bank accounts. All other payments made through the Service must be made by issuance and mailing of a check to a U.S. address. We may, in our sole discretion, impose limits on the amount of money sent through the Service, on a per-transaction or a cumulative basis, and change those limits at any time AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 7 CONFIDENTIAL ©Bank Of America Corporation without prior notice to you. You may not submit a Payment Transaction Request that would require the processing of an international ACH transaction (IAT). Processing Bill Payments. You hereby authorize us to debit your Payment Account for the amount of each Payment Transaction Request and remit funds in accordance with your Payment Transaction Request through the ACH network or other electronic funds network or by paper check, as determined by us in our sole discretion. We may debit your Payment Account by means of an ACH debit or direct posting/book transfer. You are responsible for maintaining collected and available funds in the Payment Account in an amount sufficient to pay for all debits to fund the Payment Transaction Requests on or before the Process Date. We are not obligated to process any Payment Transaction Requests, even if we have done so in the past, without having first been paid by you, but, if we do, the amount is immediately due and payable without notice or demand. We may post these debits to your Payment Account even if the debits cause your Account to have a negative intraday balance or to be in an overdraft position. After the Process Date and prior to origination of the ACH credit entry or payment of the issued check, funds deducted from your Payment Account will be held in a master bank account or general liability account at the Bank. You acknowledge and agree that you have no ownership interest or right to the funds in this bank account. This bank account arrangement does not create a trust or other fiduciary obligations on the part of us to you. Issuance of Check Payments. You hereby authorize us to print and issue a paper check drawn by you, and to indicate on such check that you are the drawer and/or that you have authorized the drawing of the check. We may be identified on the check as the drawee bank. You agree that we shall not have any liability to you or any other person on the check as an endorser, a drawer or a co-signer or in any other capacity. You acknowledge and agree that in the event of a returned check or other non- payment of an issued check, you may be subject to claims from third parties under law in your capacity as drawer of the check. In addition to any other indemnification provided herein, you further agree to indemnify us for any loss, damage or claim arising from our issuance of a check in accordance with your Payment Transaction Request. Returned Transactions. A Vendor, a Vendor’s bank or the United States Postal Service may return a Payment Transaction for various reasons such as, but not limited to, Vendor’s forwarding address expired, invalid bank routing number, invalid bank account number, Vendor remittance address is not correct, Vendor is unable to identify an account, or a Vendor account is paid in full. In addition, a Vendor may refuse to accept a Payment Transaction. We will use commercially reasonable efforts to provide you with notice of a returned Payment Transaction. You agree that we shall not have any liability for any returned Payment Transaction or any resulting loss or damage that you may incur. Unless otherwise directed, we will void such returned Payment Transaction and credit the returned Payment Transaction to your Payment Account. Payment Cancellation Requests. You may cancel, reschedule or modify a Scheduled Payment Transaction prior to the time that we begin processing it, subject to any restrictions set forth in the User Documentation. You may only cancel, reschedule or modify a Scheduled Payment Transaction through the Service Website. Once we have begun processing a Payment Transaction, it cannot be cancelled, rescheduled or modified by you. In addition, we reserve the right in our sole discretion to suspend or cancel any Scheduled Payment Transaction if your Payment Account or your use of the Service is not in good standing, as determined by us in our sole discretion. We will credit back to the Payment Account any debits previously made to fund a cancelled Scheduled Payment Transaction. Stop Payment Requests. You may use the Service to place a stop payment on a Payment Transaction that is processed by means of a check payment. There is no stop payment option for a Payment Transaction that is processed by ACH credit or other electronic payment. Our ability to process a stop payment request on a check payment depends on whether or not a check has cleared. We must have a reasonable opportunity to act on any stop payment request after we receive the request from you. In some cases, we may pay a check even if a stop payment request is in effect. For example, if one of our branches (or banking centers) or affiliates becomes a “holder in due course” of the check that you asked us to stop, we may still pay the check. Although we will use commercially reasonable efforts to accommodate stop payment requests, we will not have any liability to you for failing to do so. If we do honor a stop payment request, you agree to indemnify us (and our service provider) for any liability or claim that we incur arising from a person that seeks payment from us on the check based on such person’s status as a holder of the check and/or otherwise based on our role in the issuance of the check on your behalf. You further authorize us to settle and pay any such claim from a holder or a payee of the check without prior notice to you and you further authorize us to debit your Payment Account for the amount of such paid claim. Prohibited Payments. You are prohibited from using the Service to make the following types of payments: (i) tax payments, (ii) payments to settle securities transactions, and (iii) court ordered payments. In no event shall we be liable for any claims AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 8 CONFIDENTIAL ©Bank Of America Corporation for damages resulting from your scheduling of these types of payments. You shall comply with all applicable state and federal laws in initiating any Payment Transaction. Payment Review. In our discretion, we may place a hold on a Payment Transaction Request for as long as reasonably required to conduct an appropriate inquiry regarding you, the Vendor, a Bill, payment history, and other relevant circumstances and factors. Depending on the results of this review, we may process the Payment Transaction Request, reverse or cancel the Payment Transaction Request, or hold the Payment Transaction Request and related funds pending instructions from a government agency. At any time, a Payment Transaction Request or a Payment Transaction may be reversed or canceled by us in our sole discretion and without prior notice to you. Compliance with Service Documentation. You are responsible for ensuring that each Payment Transaction Request conforms in form and substance to the requirements, including cutoff times on a Business Day, described in the applicable User Documentation for the Service. REGISTERED VENDOR DATABASE We use a third party company that operates an online database containing payment routing and other information regarding Registered Vendors. We do not operate or control the Vendor Database and we are not responsible for the accuracy of information that is stored in the Vendor Database. The Vendor Database is not part of the Service. When making a Payment Request, you may look-up your Vendors in the Vendor Database to see if they are Registered Vendors. You also may ask your Vendor to register with the Vendor Database and provide information regarding its preferred bank account number and routing information for bill payments processed through the Service to the Vendor. If your Vendor registers with the Vendor Database, your Vendor will be required to agree to the terms and conditions provided by the third party company that govern the use and operation of the Vendor Database. The Service may obtain payment routing information and mailing address information for your Registered Vendors from the Vendor Database. We may at our option process a Payment Transaction to the Registered Vendor based upon the account and routing number information and/or mailing address information provided by the Registered Vendor without further investigation or confirmation by us. You are responsible for any Payment Transaction that is processed by the Service using the Registered Vendor data contained in the Vendor Database. PROVISIONAL PAYMENTS For Payment Transactions processed through the ACH credit entry, you agree to be bound by the provision of the NACHA Rules providing that payment of a credit Entry by the Receiving Depository Financial Institution (RDFI) to the Receiver (the Vendor) is provisional until the RDFI receives final settlement for the Entry. If final settlement is not received, the RDFI is entitled to a refund from the Vendor of the amount credited. This means that the Vendor will not have been paid. SUPPLEMENTAL LIMITED WARRANTY/DISCLAIMER You acknowledge and agree that (i) we are making no representations or warranties of any kind regarding the content of Bills, Documents or the Vendor Database, and (ii) you and your Vendors are transmitting and receiving Bills through the Service at your own risk. We disclaim any and all warranties of any kind (whether express or implied) including but not limited to any warranties of merchantability or fitness for a particular purpose with respect the Service, the Vendor Database, and the content and timely delivery of the Bills and any related information. We will have no liability or responsibility for any losses, costs, expenses or damages incurred by you or your Vendors with respect to the use of the Vendor Database or any Bills transmitted or received through the Service. CASHPAY® Our CashPay® Service allows you to pay your employees and other payees by directly depositing payments to their CashPay accounts. Your payees can immediately access their money through ATMs, point-of-sale (POS) terminals and over-the- counter cash access transactions at offices of financial institutions that accept Visa cards. CASHPAY FUNDING OPTIONS You may fund the CashPay accounts in one of two ways: by initiating Entries through the Automated Clearing House (ACH) system or, upon our approval, by instructing us to transfer funds from a deposit account you maintain with us. (ACH Services are governed by the ACH section of this Booklet.) If you choose to pay by the transfer of funds from your account with us, we will debit your account following receipt of your payment instructions in a mutually agreed-upon format and method. You must have sufficient Collected and Available Funds AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 9 CONFIDENTIAL ©Bank Of America Corporation in your account to cover the transfer amount. In the event that sufficient funds are not available at the time of settlement, you agree that we may take steps to protect ourselves, including refusing to fund CashPay accounts and terminating the CashPay Service (which will not affect funds previously transferred to CashPay accounts), without incurring any liability to you or your payees. CERTIFICATION OF ENROLLMENT INFORMATION You must provide us information for each payee who wishes to open a CashPay account. Each time you provide us with such information or initiate a transfer of funds to a CashPay account, you certify that the following statements are true and accurate as of such date: • The payee is entitled to receive payments issued by you, and is otherwise qualified to participate in the CashPay program. • All information provided by you about the payee is correct, including but not limited to the payee’s name, date of birth, physical address, social security number or other identifying information contained in another form of identification issued by a governmental entity, employment/occupation, method of verification, country of citizenship, country of residence and source of income. • If the payee is to receive wage payments through a CashPay account, the payee is legally employable in the United States of America. • You have provided the payee the explanatory CashPay Service information that we have provided to you for that purpose, including the USA PATRIOT Act disclosure, and the payee has authorized the transfer of wages to the CashPay account. • The payee has not cancelled the authorization to transfer the wages to the CashPay account. You agree to notify us promptly of any changes to the payee enrollment information you have provided to us for this Service or if any employee who has a CashPay Account is no longer employed by you. Upon our request, you will promptly provide us any additional information for each payee to allow us, among other things, to verify enrollment information. ADDITIONAL LIMITATION OF LIABILITY As a general rule, ATMs cannot dispense cash in increments other than $5, $10 or $20. This means that your payees may not be able to withdraw at an ATM all funds paid by you to the payees’ CashPay accounts. We will wire the difference to any payee who requests such payment; however, we will not be responsible if your payees or others assert a claim against us due to this inability to withdraw all funds at an ATM. PROMOTIONAL MATERIALS We will provide you with explanatory documentation for you to give your payees. We will provide to each payee the CashPay agreement, which discloses the terms and conditions of each payee’s CashPay account. Such payees are not entitled to any rights or benefits we give to our other deposit account holders or debit card holders unless such rights or benefits are contained in the CashPay agreement. You must obtain our prior written consent if you elect to promote the CashPay Service using materials (in any format) other than the documentation we provide to you for that purpose. CHECK ISSUANCE AND DOCUMENT PRINTING With our Check Issuance and Document Printing Services, you may request us to (1) create checks on your behalf that are drawn on either (i) accounts owned and maintained by you with us or another bank or (ii) accounts designated and owned by us, and/or (2) print and mail on your behalf statements, invoices and other documents. This section together with the entirety of the General Provisions section of this Booklet, including without limitation the terms related to Security Procedures, forms the agreement between you and us with respect to the Services defined herein. AUTHORIZED PERSONS Before using a Check Issuance and Document Printing Service, you give us a written list, in a form acceptable to us, of the persons authorized by you to perform certain duties in connection with such Service. If you use a third party to perform certain duties, you will provide such authorization in a form acceptable to us. STOP PAYMENT REQUESTS AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 10 CONFIDENTIAL ©Bank Of America Corporation You must submit Stop Payment Requests in accordance with the applicable User Documentation or Account Agreement, as appropriate. Generally, you may send us or our third party processor a Stop Payment Request with respect to a check drawn on an account designated and owned by us only if the check is lost, stolen or destroyed. In such case, you must complete and provide us with a declaration of loss and indemnity agreement reasonably acceptable to us. If you wish to stop payment on a check drawn on an account you maintain with us, you must make your request as provided in the applicable Account Agreement. YOUR RESPONSIBILITIES You must create and transmit to us or our third party processor a Check Issuance Request for each check you want us to issue on your behalf and a Document Printing Request for each document you want us to print and mail on your behalf . You must make certain that each Check Issuance Request and Document Printing Request conforms in form and substance to the requirements, including cutoff times on a Business Day, described in the applicable User Documentation. If you have not received an acknowledgment message from us or our third party processor within the time period specified in the applicable User Documentation, then you must contact customer support for instructions before resubmitting any Check Issuance Request, Document Printing Request or other message initially transmitted to us or our third party processor through a Service. In the case of checks drawn on accounts designated and owned by us, you must ensure that Collected and Available Funds, sufficient to cover the total of all checks issued, are on deposit in your accounts. We will debit your account to cover such checks when we receive your Check Issuance Request. In the case of checks drawn on accounts designated and owned by you, you will be governed by the applicable Account Agreement. In the case of checks drawn on accounts designated and owned by you and maintained at another financial institution, the processing of those checks may be governed by additional terms between you and that financial institution. COIN AND CURRENCY ORDERS Our Coin and Currency Order Services allow you to place orders for coin and currency (as used in this section, “change orders”) with our cash vaults or the vaults of various armored carriers at which we maintain a cash inventory. Some of these armored carrier vaults have been designated by us as our extended vaults. Before using a Coin and Currency Order Service, you will provide us with the names and locations of the person(s) authorized by you to receive the access IDs and PINs required to use the Service. We will provide such persons with access IDs and PINs so that change orders can be placed via a voice response system or electronically via a transmission, in accordance with the applicable User Documentation. In order to use the Coin and Currency Order Service, you must contract separately with an armored carrier service that is acceptable to us to provide for the transportation of the coin and currency, which you have ordered, from one of our cash vaults, one of our armored carrier vaults and/or another location designated by us. Such armored carriers are your agents. Your armored carriers must continue to meet our requirements. In the event that they do not, we may not allow them to pick up your orders until they meet our requirements. You authorize us to act upon any request for coin or currency made in accordance with this Booklet and the procedures described in the applicable User Documentation. In connection with any coin and currency you order from our cash vaults or our armored carrier vaults, you authorize us to debit your account (i) on the day that such coin and currency are available for release from such vault to your armored carrier, or (ii) on the day that we deliver such coin and currency to another location for pickup by your armored carrier, as applicable. Each time you use a Coin and Currency Order Service, you represent and warrant that you have sufficient Collected and Available Funds in your account for each change order requested by you. We have no obligation to release any coin and currency ordered by you unless there are sufficient Collected and Available Funds in the designated account or sufficient funds under a line of credit to pay for such order at the time scheduled for release of the coin and currency to the armored carrier. COLLECTION LETTERS Our Collection Letter Services allow you to forward us drafts, checks and travelers checks (as used in this section, “items”) drawn on banks outside of the United States and (i) denominated in U.S. dollars or (ii) drawn in specified foreign currencies (as described in the applicable fee schedules or User Documentation) for collection. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 11 CONFIDENTIAL ©Bank Of America Corporation You must prepare and forward a transmittal letter, in a form acceptable to us, along with those items you want us to process for collection in accordance with the applicable User Documentation. You agree that you will only request collection on items which are drawn on banks outside of the United States (i) in U.S. dollars or (ii) in specified foreign currencies (as described in the applicable fee schedules or User Documentation) for collection. We will send each item you forward to us for collection to the bank on which such item was drawn or to an appropriate correspondent bank. We will generally credit your account for each item on the first Business Day following the day on which we receive payment for each such item at our then-prevailing buy rate for the applicable currency. We will deduct all service fees and charges, plus any correspondent bank fees and charges, from the amount of any payment credited to your account for such items. Special handling or services other than collection of the items will be charged in accordance with our special handling fees (as described in the applicable fee schedules or User Documentation). We will send you a written advice showing the applicable buying rate and fees and charges for each item we process as a collection item through use of a Collection Letter Service. Any credit given for the items received for collection is provisional only, and is subject to our actual receipt of cash proceeds. We may charge back any items at any time, whether the item is returned or not. You bear all risk of return, including without limitation the risk of late returns and fraudulent items. If we take an item payable in foreign currency for collection, you will bear all exchange rate risk. Clearance of foreign items is subject to the regulations of the foreign country, and such regulations are different from U.S. Federal Reserve regulations. We will contact you when information is received. If you request and we agree, we will determine the status of any collection item and you agree to pay phone or wire charges incurred for such a request. We will use our discretion regarding the method of transmitting items for collection. Notwithstanding the Limitation of Liabilities section in this Booklet, the measure of damages for such failure shall be limited to the reasonable expenses of obtaining duplicate items should the originals be misdirected, lost or destroyed, or such other damages as are expressly provided for under applicable law. COMMERCIAL DEPOSITS With our Commercial Deposit Services, (i) you may make deposits of coin and currency, checks and other payment instruments at one of our designated banking centers with pre-approval, depository facilities (which may include a night depository facility), processing centers, ATMs or cash vaults; (ii) you or, if applicable, a third party acting as your agent, may make deposits of checks using our Image Cash Letter Service or our Remote Deposit Service; and/or (iii) you may obtain credit for Safe Deposits through the Safe Connect Service further described herein. If these deposits are delivered by you or your agent before the cutoff time specified at the deposit location or in the applicable User Documentation, we will give you same-day provisional credit for such deposits, subject to later verification by us and our availability schedule. Banking center deposits that are immediately verified are covered under your Account Agreement. The Image Cash Letter Service allows you, or a third party acting as your agent, to transmit an image cash letter (ICL) to us. We may create, on your behalf, a paper substitute check or image replacement document (IRD) from such electronic image transmission, as described in the applicable User Documentation. The Remote Deposit Service allows you to create or have created on your behalf a paper substitute check or IRD from an electronic image or an original paper check, as described in the applicable User Documentation. YOUR RESPONSIBILITIES You agree to follow all requirements set out in the User Documentation, and to meet all specifications for returns contained in the User Documentation; provided, however, in the event that a relevant provision of the User Documentation conflicts with applicable regulatory requirements, you agree to follow such applicable regulatory requirements. You agree to prepare all deposits accurately and in good faith and to follow the procedures for preparation, packaging and delivery of deposits as provided in the applicable User Documentation. In order to receive a receipt of deposit at banking centers, depository facilities (which may include a night depository facility), or processing centers, and except as otherwise set forth with respect to the Safe Deposit service further described below, we may require you to provide a duplicate deposit slip. This is in addition to the number of original deposit slips required by us to process the deposit or to use other procedures as set forth in the User Documentation. If we require you to provide a duplicate deposit slip, we will stamp this duplicate deposit slip and return it to you. In all cases, deposits are subject to later verification by us. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 12 CONFIDENTIAL ©Bank Of America Corporation For deposits made to one of our cash vaults, you must contract separately with an armored carrier service that is acceptable to us to transport your deposits. Armored carriers are your agents unless otherwise agreed in writing between us. If you use our Image Cash Letter Service or our Remote Deposit Service, then prior to sending us an electronic image transmission, you and we must agree on image and transmission standards as more fully described in the applicable User Documentation. You warrant that all ICL file transmissions you send us comply with the specifications outlined in the User Documentation, and you agree to indemnify us for any loss or expense incurred by us (including attorneys’ fees and expenses of litigation) as a result of your breach of this warranty. You must provide us with the reason for return of a check by such means as we may specify from time to time in our User Documentation. For example, we may require you to provide us with the reason for return of a check in the unqualified returns ICL cash letter file transmission or through stamping the front of the check with the reason for return. We will use our best efforts to notify you promptly when we cannot determine the bank of first deposit on a check in the amount of $2,500 or greater, or such other amount as may be set forth in the User Documentation from time to time. You will respond to our notice by secure email promptly upon receipt. If you use our Image Cash Letter Service or our Remote Deposit Service, then except as provided herein, for any IRD or Image created under this Service, you are deemed to be the warrantor of certain warranties under Check 21, and for each and every day an IRD is created, you accept all responsibilities as warrantor for those warranties under Check 21 regarding creation of the IRDs. You understand that you are responsible for capturing and sending fully legible copies of the original paper check or Electronic Image which will be cleared as a Paper Image or IRD. If you use our Image Cash Letter Service or our Remote Deposit Service, then you give the same warranties and indemnities to us that we, as reconverting bank, give under 12 CFR Parts 229.52 and 229.53 of Check 21 regulations or any successor legislation. With respect to any Image forward presented by us after your deposit, in paper check or Image form, in your account, you give the same representations, warranties and indemnities to us that we, as sending bank, give pursuant to the image exchange rules, including any applicable clearing house rules and/or regulations, that govern us. With respect to Images sent by you to us under this Service, your warranties include warranties that the Image accurately represents all the information on the front and back of the original check as of the time the original check was truncated, the MICR-line information contains all information needed for a substitute check or draft, and any transmission to us from you complies with the specifications described in the applicable User Documentation. You agree to indemnify us and any receiving parties that suffer losses as a result of receiving the substitute check instead of the original, or receiving duplicate items, whether in paper or Image form. You are responsible for capturing and sending fully legible copies of the item which may be created as an IRD. Notwithstanding the foregoing, provided you comply with the agreed upon image and transmission standards and we accept your transmission, and as more fully described in the applicable User Documentation, we will not hold you responsible for any breach of warranty or indemnity either under Check 21 based on image quality for IRDs, or under applicable image exchange rules, including any applicable clearing house rules and/or regulations, based on image quality for any Images, that we produce from your image transmission. If, in connection with your use of our Remote Deposit Service, we provide you with Software and such Software provided by us operates in a manner which causes you to breach any warranties under Check 21, in spite of your exercise of reasonable care, you shall report such Software issues to us as soon as reasonably practicable, and as more fully described in the applicable User Documentation, and we will not hold you responsible for such breach of warranty. If you use our Image Cash Letter Service or our Remote Deposit Service, then you shall pay us for the amount of any returned Images or IRDs (including rejected images or rejected IRDs) or any claims for adjustments accepted by us, for any IRD or Image which we have previously credited to your account. Such amounts shall be charged as returns or adjustments to your account and are immediately due and payable by you. Such amounts appear on your reports to the extent agreed between us. Certain returned IRDs and/or returned Images may be redeposited, if you have a separate reclear service agreement or arrangement with us. Any IRD created and deposited to your account must comply with all requirements mandated by Check 21. If you intend to include reclears along with other items in a forward ICL file sent to us for processing, you must identify the reclear items on the ICL file in accordance with our instructions set forth in our User Documentation. If you use our Image Cash Letter Service or our Remote Deposit Service, you agree that you provide the same warranties and indemnities that we are required to provide under applicable statutes, rules, clearinghouse arrangements, operating circulars and other applicable laws, rules or regulations. Without limiting the foregoing, you warrant and guarantee that, if you deposit AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 13 CONFIDENTIAL ©Bank Of America Corporation a demand draft or remotely created check (an unsigned draft or a preauthorized draft) using the Image Cash Letter Service or Remote Deposit Service, the draft or remotely created check was created from paper (or from a paper item) and is authorized according to the terms on its face by the person identified as drawer. You agree to indemnify us from all loss, expense and liability related to a claim that such draft or check was not created from a paper item and/or was not authorized by the person on whose account it was drawn. If, upon our review of your deposit account activity, we determine that abuse or unauthorized activity is or may be occurring with respect to deposited demand drafts, we may require you to provide collateral to cover the return of and/or claims against deposited demand drafts. In addition, we may require you to maintain such collateral coverage with us beyond termination your use of any deposit service, such as our Image Cash Letter Service and/or of your relationship with us as a bank customer. In the event you use our Image Cash Letter Service or our Remote Deposit Service to redeposit any returned item as an IRD or Image, you agree to follow our procedures, set forth in the User Documentation, concerning your provision of the reason for return. If you use our Remote Deposit Service, then it is your responsibility to use check imaging equipment acceptable to us as specified from time to time (as used in this section, “hardware”) to be installed at your site in order to use any such Remote Deposit Service. The terms and conditions pursuant to which the hardware is obtained, installed and maintained shall be as agreed between you and the vendor and/or lessor of such hardware and we assume no responsibility therefore. If you will be utilizing ACH components of our Remote Deposit Service, you must execute an agreement concerning such usage, as we may specify. If you have captured Images from checks, you agree that you will securely store, safeguard and securely destroy the items as set forth in the User Documentation. Imaged documents (or original documents, if available) must be provided to us promptly, at our request, to facilitate investigations related to unusual transactions or poor quality transmissions, or to resolve disputes. You agree to cooperate with us fully to facilitate our adherence to guidance provided by the Federal Financial Institutions Examination Council, including guidance concerning risk management of remote deposit capture. For this purpose, you agree that we may mandate specific internal controls at your locations, audit your operations and/or request additional information. ADDITIONAL RESPONSIBLITIES UNDER ECCHO In the event you are a financial institution and thereby eligible for ECCHO membership, you may use our Image Cash Letter Service or our Remote Deposit Service only if you are a member of ECCHO. RETURN OF ON-YOU ITEMS BY ICL In the event you are a financial institution to whom we may send, via ICL, On-You items pursuant to ECCHO rules, you agree that such ICL transmissions by us to you shall be governed by, and be in accordance with, the applicable provisions hereof and of ECCHO rules. UNQUALIFIED RETURNS ICLs In the event that you use the Image Cash Letter Service to send us unqualified returns ICLs, you additionally agree as follows: You agree to send us return items only if you return the items within the requirements of the UCC and Regulation CC. You warrant that all returned checks sent to us comply with the deadlines of Regulation CC and the UCC and you agree to indemnify us for any loss or expense incurred by us (including attorneys’ fees and expenses of litigation) as a result of your breach of this warranty. You agree to provide to us the same warranties that we provide to any receiver of a returned item that you send us using this Service, whether such warranty is made under Regulation J, Federal Reserve Operating Circular 3, clearinghouse rules, including ECCHO rules, or other applicable regulations or rules. These warranties include, but are not limited to, a warranty that the image of the return item is an accurate representation of the front and the back of the related check; the electronic image return accurately corresponds to the electronically returned item being returned; and the electronic image return is not a duplicate of another electronic image return. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 14 CONFIDENTIAL ©Bank Of America Corporation When you return an item using the Image Cash Letter Service, you agree that you provide the same warranties and indemnities that we are required to provide under applicable statutes, rules, clearinghouse arrangements, operating circulars and other applicable laws, rules or regulations. REDEPOSITING RETURNED ITEMS When you redeposit a returned item using the Image Cash Letter Service, you agree to redeposit the image of the returned check or IRD, which was physically returned to you, which shall include all endorsements and return item stamps. You agree that you provide the same warranties and indemnities that we are required to provide under applicable statutes, rules, clearinghouse arrangements, operating circulars and other applicable laws, rules or regulations and you agree to indemnify us for any loss or expense incurred by us (including attorneys’ fees and expenses of litigation) as a result of your breach of these warranties. USE OF IMAGE CASH LETTER SERVICE WITH RESPECT TO SAVINGS BONDS If you are a financial institution, you may use this Image Cash Letter Service to accept, transmit, deposit, exchange and/or otherwise process Savings Bonds only in accordance with those Savings Bonds Provisions applicable to you, which include the regulations and operating guidelines of the U.S. Treasury Department. Under all circumstances, each and every time you use this Image Cash Letter Service to accept, transmit, deposit, exchange and/or otherwise process Savings Bonds, in addition to the representations, warranties and undertakings otherwise provided in the Booklet, as amended hereby, you represent and warrant that you are an authorized Paying Agent, and that the Savings Bonds which you accept, transmit, deposit, exchange and/or otherwise process will be eligible for transmission by transmission of images thereof in accordance with the Savings Bonds Provisions as applicable. You further agree that, by your usage of this Image Cash Letter Service, you are deemed to provide such other representations, warranties, undertakings and indemnities as are applicable to you as a Paying Agent or otherwise under the Savings Bonds Provisions. In addition, you agree that we shall have no liability with respect to any Savings Bonds accepted, transmitted, deposited, exchanged and/or otherwise processed by you, except such liabilities as may be imposed by operation of law or except where the relevant loss is caused solely by our gross negligence or willful misconduct. You agree thatin the event of a conflict between the provisions of this section and any other provisions in this Booklet, the provisions of this section shall govern insofar as the same concern Savings bonds. OUR RESPONSIBILITIES We receive your deposit and issue provisional credit to your account for the amount you declare on the deposit slip. The declared amount is subject to later verification by us. If we find an error when we verify your deposit, we will debit or credit the amount of the error to the deposit account listed on the deposit slip, unless you and we have agreed otherwise in writing; provided, however, we reserve the right to set a standard adjustment amount (which we may change from time to time), in which case we will not make a correction to a deposit when the error is less than our current adjustment amount. We give you same-day provisional credit for deposits delivered before the cutoff time on a Business Day. For deposits delivered after the cutoff time or on a non-Business Day, we give you provisional credit on the next Business Day. We will apply and be responsible for (i) the appropriate endorsement of the bank of first deposit, if applicable, as more fully described in the applicable User Documentation on the back of each printed IRD; (ii) the appropriate legend of legal equivalency on the front of the printed IRD; and (iii) appropriate language identifying the reconverting bank if we do not clear your electronic image transmission through image exchange. SAFE CONNECT SERVICE You may use the Safe Connect Service for the purpose of obtaining credit, which credit may be provisional, for Safe Deposits as described herein and in Bank’s User Documentation. You agree that the Safe to be utilized in connection with the Safe Connect Service must be installed at a Safe Location. Subject to cutoff times and other provisions contained in the User Documentation, we shall provide you with credit for Safe Deposits; depending upon the applicable procedures used by you, such credit may be subject to later verification and/or adjustment by us and/or the Transportation Provider designated to transport Safe Deposits from the Safe to the Vault Location. Your Safe Deposits shall be governed by the terms of this Booklet, except as otherwise provided herein. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 15 CONFIDENTIAL ©Bank Of America Corporation Your Responsibilities Concerning Safe and Transportation Provider. Your responsibilities with regard to the Safe Connect Service include the following. You shall be solely responsible for the procurement of the Safe, whether by lease, sale or otherwise, and for the installation and removal of the Safe in accordance with any agreements that you may have with any third party providing the Safe. You shall not be required to prepare deposit and/or duplicate deposit slips with respect to Safe Deposits, as deposit information regarding such Deposits will be set forth in the Safe Feed. You shall be responsible for engaging a Transportation Provider to remove Safe Deposits from the Safe and to transport the Safe Deposits to Vault Locations. You agree to select the Transportation Provider you engage from a list of approved armored carriers provided by us from time to time. Such Transportation Provider shall be your agent, not ours, except as otherwise provided herein. Settlement. Settlement terms may vary depending upon applicable procedures used by you; such procedures may be dependent, in part, upon the terms set forth in the applicable agreement between you and the Transportation Provider. Upon receipt of the Safe Deposits at the Vault Location, we or the Transportation Provider shall verify such Deposits, for which credit, which may have been provisional, has been given by us. In such instance, solely when conducting verification, the Transportation Provider shall be acting as our agent, not yours. In the event of a discrepancy between deposit amounts set forth in a Safe Feed, addressing a Safe Deposit, and deposit amounts verified at the Vault Location with respect to such Safe Deposit, any adjustments made shall be in accordance with our User Documentation. Information concerning such adjustments will be reflected in your account statements and, in some cases, in written or electronic advices and reports produced through one of our Information Reporting services. No Warranties; Limitation of Liability. The following is in addition to the Limitation of Liabilities section under this Booklet. YOU ACKNOWLEDGE THAT WE DO NOT PROVIDE, NOR DO WE MAKE, ANY RECOMMENDATIONS REGARDING THE SAFE. WE HAVE NOT MADE AND DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING THE SUITABILITY OF THE SAFE, ITS DURABILITY, ITS CONDITION, ITS QUALITY AND/OR ITS RELIABILITY. ACCORDINGLY, WE ALSO DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE OR PARTICULAR PURPOSE WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE. WE SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY LOSS, DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY THE SAFE OR ANY SAFE FEED, HOWEVER ARISING, OR THE USES THEREOF OR THE FAILURE OF ANY OPERATION THEREOF. NO REPRESENTATION OR WARRANTY AS TO THE SAFE OR ANY OTHER MATTERS BY OTHERS SHALL BE BINDING UPON US OR IMPOSE ANY LIABILITY UPON US NOR SHALL THE BREACH OF SUCH RELIEVE YOU OR IN ANY WAY AFFECT ANY OF YOUR OBLIGATIONS TO US HEREIN. IF THE SAFE IS NOT SATISFACTORY FOR ANY REASON, YOU SHALL NOT MAKE ANY CLAIM ON ACCOUNT THEREOF AGAINST US. REGARDLESS OF CAUSE, YOU WILL NOT ASSERT ANY CLAIM WHATSOEVER AGAINST US FOR LOSS OF ANTICIPATORY PROFITS OR ANY OTHER INDIRECT SPECIAL OR CONSEQUENTIAL DAMAGES. Supplemental Representations and Warranties. In addition to the representations and warranties set forth in this Booklet, you represent and warrant to us that (a) you have given or procured, as the case may be, all necessary consents and approvals for our accessing of your information and/or information of the Transportation Provider, as we deem appropriate, for purposes of this Agreement; and (b) you and/or the Transportation Provider as your agent shall safeguard all Safe Deposits until delivery of such Deposits at the Vault Location and commencement of verification. In the event that the security of Safe Deposits is breached prior to such delivery and commencement of verification, and/or if the delivery of the Safe Deposits to the Vault Location is delayed, we may reverse any credit, provisional or otherwise, provided with respect to such Safe Deposits as set forth in the User Documentation. You agree to notify us promptly in the event of any such security breach or delay. You agree that you shall be deemed to make and renew each representation and warranty set forth in this Booklet on and as of each day on which the Safe Connect Service is provided. Supplemental Termination Provisions. Notwithstanding anything to the contrary in this Booklet, the Safe Connect Service may be terminated at any time as set forth below. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 16 CONFIDENTIAL ©Bank Of America Corporation In addition to the events listed in the Termination section of the Booklet which allow us to terminate any Service immediately, each of the following events will also give us the right to immediately terminate the Safe Connect Service at any time: a) You breach, or permit the breach of, the security of the Safe. b) We determine that you have failed to maintain a financial condition that we deem to be reasonably satisfactory to minimize any credit or other risks to us in providing the Safe Connect Service or we deem immediate termination to be necessary or appropriate to prevent a financial loss to us. c) We, in our sole discretion, determine that the Safe Connect Service is no longer feasible or desirous for us to pursue. ADDITIONAL PROVISIONS FOR YOUR ARMORED CARRIER In order to make commercial deposits to or pick up coin and currency orders from one of our cash vaults, one of our armored carrier vaults and/or other locations designated by us, you must contract separately with an armored carrier service that is acceptable to us. Any subcontractors of your armored carriers who enter such cash vaults must also be acceptable to us. Your armored carriers and their subcontractors must meet and continue to meet our requirements as they may be in effect from time to time. Such armored carriers and their subcontractors are your agents and you are liable to us for their failure to comply with our requirements. In addition, if they do not meet our requirements, they may be refused entry to our cash vaults, our armored carrier vaults, and/or other locations, as applicable. Our requirements include representations and warranties, minimum insurance coverages and other obligations applicable to your armored carriers and their subcontractors, as set forth in our Armored Carrier Requirements document, as in effect from time to time. You will instruct your armored carriers to comply with such requirements, including, without limitation, providing us with such information as we may request from them or their subcontractors in support of these requirements. Changes In Delivery Locations. If at any time you would like to add or delete those locations of yours that will deliver commercial deposits to us or order coin and currency from us, you must notify us of such change in advance, by the deadline specified in the applicable User Documentation, or we may decline to accept such deposits and/or process such additional orders. With respect to commercial deposits, in the event we take receipt and open bag(s) of, or otherwise access, coin and currency delivered to our cash vault(s) from an added or deleted location, regarding which you have failed to provide the requisite advance notice as set forth herein, we shall not by such actions be deemed to have accepted such coin and currency for deposit, and we shall use commercially reasonable efforts to facilitate the return to you of such coin and currency, with such facilitation to be initiated within a reasonable period of time from the date the coin and currency was delivered to our cash vault(s) without the appropriate advance notice. Supplemental Suspension And Termination Provisions. If at any time we believe (i) that our provision of the Service to you may create a risk of financial loss for us or result in an unacceptable credit exposure to us, (ii) that an account associated with the Service may be subject to irregular, unauthorized, fraudulent or illegal activity, or (iii) that your armored carrier and/or their subcontractors create an unacceptable risk exposure to us, we may, in our sole discretion, immediately, without prior notice to you, suspend or modify our provision of the Service, or deny your armored carrier and/or their subcontractors access to our cash vaults, armored carrier vaults and/or other locations until such time that such risk, exposure, or activity is eliminated or otherwise resolved to our satisfaction. Additionally, we may suspend our provision of the Service if you do not use it for such period of time as we may establish from time to time. We may terminate any the Service effective immediately, without prior notice to you, if the account necessary to provide the Service is closed. These suspension and termination rights are in addition to any such rights that we may otherwise have under our agreements with you. COMMERCIAL PREPAID CARD Our Commercial Prepaid Card Services enable you to distribute Commercial Prepaid Cards to your employees and others that permit them access to a predetermined amount of funds. Commercial Prepaid Cards may be used at ATMs, point-of-sale (POS) terminals, and for over-the-counter cash access Transactions at offices of financial institutions that accept Visa® cards. Detailed information regarding such services is available in the applicable User Documentation. OUR OBLIGATIONS We will issue Commercial Prepaid Cards to you on your request after you have provided us such information regarding the Commercial Prepaid Card as we may require at that time. Before we issue each Commercial Prepaid Card, we will debit funds from a deposit account you maintain with us for the value amount of the Commercial Prepaid Card issued. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 17 CONFIDENTIAL ©Bank Of America Corporation We will mail the Commercial Prepaid Cards to the address or addresses you provide us, together with a copy of the agreement between us and the Cardholder, our privacy policy for consumers (if applicable) and instructions for activating the Commercial Prepaid Card. We will deduct the amount of each Transaction, which may include fees added by the ATM owner or the applicable network, from the value amount with respect to the Commercial Prepaid Card. We will also deduct applicable Cardholder fees. You may request us to add value to previously issued Commercial Prepaid Cards by providing such information as we may require at that time. Upon receipt of your request and the required information, we will debit your deposit account with us for the amount to be added to the existing Commercial Prepaid Cards. You acknowledge and agree that the Commercial Prepaid Card is for use only for business purposes and is not for use for personal family or household purposes. Cardholders will not pay any money or anything of value to receive the Commercial Prepaid Cards. Commercial Prepaid Cards will not be re-sold or distributed by you. If there are insufficient Collected and Available Funds in your account, we have no obligation to issue or activate any Commercial Prepaid Card or to add value to any existing Commercial Prepaid Card and we may suspend or reverse any completed value load. Upon your request, and with our approval, we may provide a Commercial Prepaid Card that is not reloadable. COMMERCIAL PREPAID CARD CREATION All Commercial Prepaid Cards shall identify us as the issuer and shall include such other names and trademarks as we require. If you elect to customize the Commercial Prepaid Cards, you will be responsible for any additional costs in the design or production of the Commercial Prepaid Cards. You will provide graphics, promotional material and wording to us for review and approval and you must comply with all the rules of Visa® USA, Inc. and other systems or organizations, as applicable. You will allow us to use your artwork on the Commercial Prepaid Cards, provided that you shall have first reviewed and approved such use. You will indemnify and hold us harmless from any and all liabilities, claims, costs, expenses and damages of any nature (including Legal Expenses) arising from any claim that the artwork you supplied infringes the intellectual property rights of any third party. COMMERCIAL PREPAID CARD ACTIVATION Each Cardholder will be instructed to call a toll-free (in the U.S.A.) number and use an interactive voice response system to authenticate the Cardholder by using a number unique to the Cardholder in order to activate the Commercial Prepaid Card. During this call, the Cardholder will receive their PIN, if applicable. The Cardholder can change the PIN at that time to any four digit number. Once the call is successfully completed, the Commercial Prepaid Card will be activated. You will be responsible for informing each Cardholder of any other restrictions you may impose on the use of the Commercial Prepaid Card, and we will not have any responsibility for enforcing those restrictions. COMMERCIAL PREPAID CARD USAGE We may refuse to issue or add value to any Commercial Prepaid Card if we believe the Commercial Prepaid Card will or may be used in violation, or may cause us to be in violation, of any law or regulation, or any rule of any payment system. We will use reasonable efforts to prevent any overdraft with respect to a Commercial Prepaid Card or any unauthorized use of a Commercial Prepaid Card, but cannot ensure we will be able to do so. CONTROLLED BALANCE ACCOUNTS Our Controlled Balance Account Services let you control the transfer of funds between accounts with us. These Services may be restricted to certain account types. Transfers you make from a U.S.-domiciled money market account using these Services are considered preauthorized transfers, are counted toward the number of transactions you are legally permitted each month, and may not be made to a checking account with an overdraft credit facility. You may instruct us to make either date-related (where available) or balance-related (where available) transfers as described below. Once you instruct us to transfer funds between accounts, transfers begin on a mutually agreeable date or, for accounts domiciled in the United States of America, either immediately or on the date you specify. With a date-related transfer, funds can be transferred in either direction between certain types of accounts on the date and in the amount you specify. Both interstate and intrastate funds transfers are permitted as long as you meet the requirements for AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 18 CONFIDENTIAL ©Bank Of America Corporation the account type(s), transfer date and account location(s). If the transfer date you specify is a non-Business Day, we make the transfer on the next Business Day. With a balance-related transfer, you may have funds transferred to an account when the balance falls below a certain amount, or from an account, when the balance rises above a certain amount, or both. We transfer the amount required to meet the account balance you specify. Unless you and we have otherwise agreed in writing, you may elect to have funds transferred to or from accounts of a U.S. Subsidiary; provided that (i) the U.S. Subsidiary’s accounts are domiciled in the United States of America, (ii) you represent and warrant that such U.S. Subsidiary has authorized us to transfer funds between its accounts and your accounts and between its accounts and other accounts in the Service relationship via transfers through your account, and (iii) you provide us with such documentation as we may request in connection with such transfers. CONTROLLED DISBURSEMENT Our Controlled Disbursement Services provide information to you each Business Day so that you can fund the net total amount of (i) controlled disbursement checks presented that Business Day, (ii) certain controlled disbursement ACH transactions received prior to the time stated in the applicable User Documentation and (iii) any other check-related electronic adjustments to which we agree and which are posted that Business Day. ACCOUNTS We make the Controlled Disbursement Services available through multiple Controlled Disbursement Points in different parts of the United States of America. These points are identified on the List of Banks and Services. Subject to our approval in each case, you may use such Service through one or more of those points. For each Controlled Disbursement Point you use, you shall maintain one or more Controlled Disbursement Accounts with us. For each Controlled Disbursement Point, as more fully described in the applicable User Documentation, you may (i) draw checks bearing the respective point’s routing numbers directly on your Controlled Disbursement Accounts, (ii) initiate or authorize third parties to initiate ACH debits pursuant to the section of this Booklet regarding ACH Services and (iii) subject to the applicable funds transfer Service agreement, initiate other electronic debits to your Controlled Disbursement Accounts. (For electronic debits to your Controlled Disbursement Accounts, you must use the appropriate funds transfer Service approved by us.) CHECKS You shall only use checks which conform to the form and specifications described in the applicable User Documentation, and which have been satisfactorily tested by us. If we determine that checks used by you do not comply with such requirements, we may take the actions described in the applicable User Documentation. NOTIFICATION AND FUNDING On each Business Day, we will inform you by the time specified in the applicable User Documentation of the total amount of debits presented for payment that day at or through a Controlled Disbursement Point and any other amounts required to be deposited in your corresponding Controlled Disbursement Accounts to cover such debits. On each such Business Day, prior to the time stated in the applicable User Documentation, you must ensure that sufficient Collected and Available Funds are on deposit in your Controlled Disbursement Account(s) to cover such amounts. If we attempt to post a debit to a Controlled Disbursement Account for the amount due and determine there are insufficient funds in the Controlled Disbursement Account, we may dishonor some or all of the checks then pending payment and/or, as appropriate, return or reject any electronic debit pending settlement. We may, however, in our sole discretion, allow an overdraft so some or all of such checks or electronic debits will be paid or settled. If we do so, we are not obligated to allow any such overdraft in the future. If we allow an overdraft to occur in your Controlled Disbursement Account, repayment is immediately due and payable, and you will repay us, on or before the next Business Day, the amount of such overdraft along with interest on such amount as specified in our schedule of charges for business account services or as otherwise agreed. Additional terms and conditions contained in your Account Agreement may also apply. If you do not repay us as specified herein, we may dishonor some or all of the checks then pending final payment and/or, as appropriate, return or reject any electronic debit pending settlement even if the Controlled Disbursement Account has sufficient Collected and Available Funds to cover such debits. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 19 CONFIDENTIAL ©Bank Of America Corporation You will select the funding methods for your Controlled Disbursement Accounts from the options described in the applicable User Documentation. However, in certain circumstances, we may require a change in the funding methods used for your Controlled Disbursement Accounts, and may require such accounts to be funded via wire transfer or account transfer. DATA AGGREGATION AND USAGE SERVICE Our Data Aggregation and Usage Service is a data aggregation, information reporting and data manipulation service which provides you with on-line access to information reporting services. These services include not only data collection and manipulation but also information reporting, cash forecasting, and automated general ledger downloading, as applicable. The availability of one or more of the foregoing services may be dependent upon various factors, including the on-line channel(s) pursuant to which the Service may be accessed, and not all functionalities of the Service may be available for your use. Subject to the foregoing limitations concerning availability, upon your registration for the Service and completion of any other requirements, including identification of those accounts which you wish to be included for use with the Service, you may use your on-line access to retrieve, analyze, manipulate data from your accounts with us and with third parties. Detailed information regarding our Service, including information concerning the availability of the various functionalities, is set forth in the User Documentation. You agree to use the security procedures we may designate from time to time with regard to access to the Service, verification of the authenticity of actions taken in connection with the Service, and safeguarding of correct user identification codes and passwords, as set forth in our User Documentation. DATA AGGREGATION You must identify for us those accounts which you wish to be included for use with the Service. You must be the legal owner of, or have the legal right to access, such accounts. With regard to the accounts you identify, you must obtain and provide to us any applicable third party consents and comply with all other requirements, including data feed requirements, that we may specify from time to time as necessary or appropriate for our receipt or retrieval of this account information. With regard to the foregoing, you agree to the following: • You represent that you are a legal owner of, or have the legal right to access, the accounts at third party web sites which you designate to us for information aggregation, information reporting or other purposes in connection with our provision of the Service. You further represent that you have the authority to designate us and our service provider(s), if applicable, as your agent and attorney-in-fact as set forth below. • You authorize us, as your agent and attorney-in-fact, to access third party web sites, retrieve or receive account information, and use your account information for the purposes of providing the Service, and you further authorize us to take any action we deem necessary and appropriate to facilitate the foregoing with respect to your accounts at third parties. • Third party account providers shall be entitled to rely upon the above authorization and power of attorney granted by you. • You agree and acknowledge that, when we access and retrieve or receive information from third party web sites, we act as your agents, and not the agents of the third party. • We do not have any responsibility or liability for transactions and/or inquiries you make with respect to any accounts you have, or may legally access, with third parties, and all fees charged by any third parties with regard to actions involving your accounts with such parties are your sole responsibility. You agree to abide by the terms and conditions governing your accounts with third parties, and to resolve any dispute you may have regarding such accounts with the relevant third party according to the relevant terms and conditions binding upon you and the third party, without any involvement or liability on our part. • Subject to any constraints of third parties with whom you have accounts, in providing our services we will make reasonable efforts to comply with your instructions, given in accordance with our designated procedures, regarding the timing and frequency of account data pulling activities. However, account information reflected via your use of the Service will constitute the most recent refresh successfully completed, but may not be accurate or current. We are not liable for any errors or delays in the content of such account information or for any action, and/or its consequences, which you may take in reliance upon such information. We do not endorse or recommend the services of any AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 20 CONFIDENTIAL ©Bank Of America Corporation unaffiliated third party whom you select for purposes of using the Service’s capabilities, including information aggregation capabilities, and from whom we collect your account information pursuant to your authorization. DATA MANIPULATION Using the Service’s data manipulation capabilities, you may use various tools to populate and make other use of spreadsheet(s) as set forth in the User Documentation. With regard to the foregoing, you agree as follows: • You agree and acknowledge that we are not responsible for any results associated with your use of any spreadsheet and/or similar representation, and/or your reliance thereupon; the appropriateness of the calculations performed in connection with your use of any spreadsheet or similar representation; the timeliness of any data populated the any spreadsheet or similar representation, as such data may not reflect true “real time” figures; the accuracy of any data provided by third parties, regardless of whether such data is populated by us or otherwise; and any data input by you. CASH FORECASTING Using the Service’s cash forecasting capabilities, you may obtain estimates, analyses and other information based upon automated cash flow calculations. For these cash flow calculations, you may select relevant factors, such as actual account and user history, historical patterns of check clearing times and seasonality trends. You may use data from cash forecasting to take such steps (e.g. funds transfer) as you designate via certain other services for cash management purposes. You may also use the Service to obtain and implement recommended actions for managing liquidity. With regard to the foregoing, you agree as follows: • You agree and acknowledge that, in connection with the Service’s cash forecasting, we do not provide you with any guaranty or warranty regarding future payments, collections, cash requirements, funds availability or other circumstance, and you agree that you will take such steps as you deem reasonable to assess, verify, test and otherwise evaluate any forecasts or recommended actions provided pursuant to the Service. • In providing you with various options, calculations and recommended actions to assist you with cash forecasting, we do not represent that any such options, calculations and/or recommended actions are advisable, suitable or reliable for your use. You expressly agree and acknowledge that there are inherent risks in utilizing cash forecasting tools and you assume all liability in connection with such utilization. AUTOMATED GENERAL LEDGER INTERFACE You may use the Service to access a capability which allows you to automatically download file(s) from your general ledger. In the event you elect to download general ledger information, you are solely responsible for verifying the accuracy, scope, completeness and timeliness of this information. You agree and acknowledge that neither we nor our service provider(s) undertake to reconcile such general ledger information in any manner or for any purpose, prior to, during or after downloading of this information to the Service. You also agree and acknowledge that our provision of this capability does not create any duty of ours either with regard to discrepancies or unauthorized actions or events or with regard to your responsibilities regarding accurate record keeping. DISCLAIMER We are not responsible for the accuracy, timeliness, scope, reconciliation and/or use of account and other information accessed or utilized in connection with the Service. You agree and acknowledge that all services and features utilized, and all actions taken, by you in connection with the Service are taken in your sole discretion and under your sole responsibility. Without limiting the foregoing, you agree that the foreign exchange rates provided in connection with the Service are indicative only and are not live dealing rates. These indicative rates are provided by us solely as a courtesy. We do not accept any responsibility or liability for the accuracy or completeness of any indicative rates or for any reliance by or any other person on such rates. The indicative rates are derived from sources and models that we believe provide a reasonable approximation of market rates at the time of calculation. Rates based on other models or differing assumptions or for different purposes may be materially different. With respect to your receipt of indicative rates in connection with the Service, you have full responsibility for all valuations of transactions for your own financial and regulatory reporting. Prices or valuations derived from use of indicative rates provided in connection with the Service do not necessarily represent or reflect prices or amounts at which any transaction could or would be entered into at this time or any other time, with us or with any other party. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 21 CONFIDENTIAL ©Bank Of America Corporation In addition, we are not responsible for any data that is lost or destroyed in connection with your use of the Service. Without limiting the foregoing, we will not be responsible for any mechanical hard drive failure or other system failure, or if the Software is disabled (or “locked-up”) as a result of your installation of other computer software on the personal computer, workstation or network on which Software is installed. We strongly recommend that you take the necessary measures to ensure that you perform daily back-ups of your data and the hard drives of the personal computers and/or services used in connection with the Software. DIGITAL DISBURSEMENT SERVICE Through the Digital Disbursement Service, you may request us to initiate disbursement payments to individual recipients using the bank account and bank routing information associated with the mobile telephone number or email address of the recipients, as registered with clearXchange or banks that participate in clearXchange. This section together with the entirety of the General Provisions section of this Booklet, including without limitation the terms related to Security Procedures, forms the agreement between you and us with respect to the Services defined herein. We will process the disbursement payment directly if the recipient’s registered account is held by Bank of America or through one or more electronic payment networks if the recipient’s account is held at a different US-based bank or credit union. If the recipient is not a registered recipient with clearXchange or a bank that participates in clearXchange, we will notify the recipient on your behalf and request that the recipient register with clearXchange or with a bank that participates in clearXchange to receive disbursement payments. You may only access the Digital Disbursement Service through a Bank Approved Channel, and may rely on the applicable User Documentation for further detail.. Before using the Digital Disbursement Service , you will provide us with a written list, in a form acceptable to us, of persons authorized by you to verify the authenticity of Digital Disbursement transactions and Approval/Deletion requests in accordance with the Security Procedure and to perform certain other duties in connection with a Digital Disbursement Service . You shall update such list from time to time as necessary to reflect any changes in authorized persons. Registration of Recipients. The Digital Disbursement Service can only complete a payment to a Recipient if the Recipient registers with clearXchange or a bank that participates in clearXchange and provides the bank deposit account and routing information to be associated with his/her Alias Based Identifier. If you send us a Payment Transaction Request for a Recipient that is not a Registered Recipient, we, acting on your behalf, will send the Recipient a message to the Recipient’s Alias Based Identifier requesting that the Recipient register his/her payment credentials for receipt of payments sent through the Digital Disbursement Service . We will not be able to complete processing of a Payment Transaction until the Recipient completes registration and qualifies as a Registered Recipient. You authorize us to send one or more messages to a Recipient’s email address and/or mobile phone number informing the Recipient that a payment transaction is pending and that the Recipient needs to register in order to receive the payment. If the Recipient fails to register within fourteen (14) calendar days, or such other time frame that we may establish in our sole discretion from time to time, the Payment Transaction Request will be cancelled. You represent that you have all requisite authority under applicable law to authorize us to contact the Recipient in this manner and for this purpose. Initiating a Digital Disbursement Payment. To initiate a Digital Disbursement payment through the Digital Disbursement Service , you shall provide a Payment Transaction Request to us through a Bank Approved Channel in the required format and containing the required data elements as established under the User Documentation and the Materials. For each Payment Transaction Request, you shall include, without limitation: (i) the dollar amount of the disbursement payment, (ii) the Alias Based Identifier for the Recipient, (iii) the Process Date, and other required fields as established in the User Documentation and the materials. You represent and warrant that all information in a Payment Transaction Request, including the Alias Based Identifier of the Recipient, is accurate, correct and complete. We will use commercially reasonable efforts to initiate the Payment Transaction on the Process Date. We make no representation or warranty to you that a Payment Transaction will be received by the Recipient or credited to the Recipient’s bank account on the Process Date or any other date. Payments may be delayed if the Recipient has not registered as a Registered Recipient. We shall have no liability to you in the event that you incur financial liability to a Recipient or other person arising from a delayed, undelivered, or late payment. Processing and Payment of Digital Disbursements. You hereby authorize us to debit your designated Settlement Account for the amount of each Payment Transaction Request and remit funds in accordance with your Payment Transaction Request through the ACH network, book transfer, or other electronic funds network, as determined by us or clearXchange. We may debit your Settlement Account by direct posting/book transfer for payment for your Payment Transaction Requests. You are responsible for maintaining collected and available funds in the Settlement Account in an amount sufficient to pay for all AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 22 CONFIDENTIAL ©Bank Of America Corporation debits to fund the Payment Transaction Requests. Debits to the Settlement Account can occur on or after the Process Date that you submit to the Bank. We are not obligated to process any Payment Transaction Requests, even if we have done so in the past, without having first been paid by you, but, if we do, the amount is immediately due and payable without notice or demand. We may post these debits to your Settlement Account even if the debits cause your Account to have a negative intraday balance or to be in an overdraft position. After the Process Date and prior to settlement of the funds to the Recipient, funds deducted from your Settlement Account may be held in an omnibus account or general liability account at the Bank. You acknowledge and agree that you have no ownership interest or right to the funds in this bank account, or to any compensation (including but not limited to interest or earnings credit) for funds held in such account. This bank account arrangement does not create a trust or other fiduciary obligations on the part of us to you. Our Reliance on Alias Based Identifiers and Related Bank Account Information. You acknowledge that we, clearXchange and other processing banks will process the Payment Transaction to the Recipient based on the bank deposit account and routing information that is associated with the Alias Based Identifier that you include in the Payment Transaction Request. We shall have no responsibility to you or any other person, and we make no warranty or representation to you, that the bank deposit account associated with the Alias Based Identifier of the Recipient is in fact a bank account owned by or controlled by the Recipient. We have no responsibility for the accuracy of the bank account information associated with a Recipient’s Alias Based Identifier. If you sent us an erroneous transaction and complete an unintended payment, you may submit a claim request and we will make a reasonable effort to act on your request. We will not be liable to you if such claim request is not effected. You agree to indemnify us in connection with any such claim request and/or reversal. Returned Transactions. A Payment Transaction may be returned or rejected for various reasons such as, but not limited to, (i) the Recipient’s bank account information associated with the Alias Based Identifier is expired or invalid, (ii) the Payment Transaction is rejected or returned by the Recipient, his/her financial institution or a payment network, or (iii) the Recipient has failed to register as a Registered Recipient. We will use commercially reasonable efforts to provide you with notice of a returned/rejected Payment Transaction. You agree that we shall not have any liability for any returned/rejected Payment Transaction or any resulting loss or damage that you may incur. Returned/rejected Payment Transactions will be credited to your Settlement Account. Payment Cancellation Requests. You may request that we attempt to cancel a Payment Transaction that is pending (unknown Recipient), pending acceptance by the Recipient, or future dated for which we have not yet begun processing. We are not obligated to act on such a cancellation request. You may only request the cancellation of a Payment Transaction through a Bank Approved Channel. We will credit back to the Settlement Account any debits previously made to fund a successfully cancelled Payment Transaction. Transaction Limits. We may, in our sole discretion, impose limits on the amount of funds sent through the Digital Disbursement Service , on a per-transaction or a cumulative basis, and change those limits at any time without prior notice to you. We may also, in our sole discretion, impose frequency limits on the number of transactions to an individual Recipient or to all Recipients in the aggregate, as well as daily or monthly limits as we deem appropriate. Permissible Customers and Payments. You represent and warrant to us that all Recipient bank accounts are domiciled in the United States. You may not submit a Payment Transaction Request that would require the processing of an international ACH transaction (IAT) or any other type of cross border payment. You shall comply with all applicable state and federal laws when making a Payment Transaction Request and using the Digital Disbursement Service . The Digital Disbursement Service is designed for your own proprietary payments only. You are prohibited from using the Digital Disbursement Service to make payments on behalf of a customer or other third party or any other unlawful payment. In no event shall we be liable for any claims for damages resulting from your requesting, or our processing, of these types of impermissible disbursement payments. Payment Review. In our discretion, we may place a hold on a Payment Transaction Request for as long as reasonably required to conduct an appropriate inquiry regarding you, the Recipient, the requested disbursement payment and other relevant circumstances and factors. In addition, we reserve the right in our sole discretion to suspend or cancel any Payment Transaction if your Settlement Account or your use of the Digital Disbursement Service is not in good standing, as determined by us in our sole discretion. Compliance with Service Documentation. You are responsible for ensuring that your use of the Digital Disbursement Service and each Payment Transaction Request conforms in form and substance to the requirements, including cutoff times on a Business Day, described in the applicable User Documentation and the Materials for the Digital Disbursement Service . AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 23 CONFIDENTIAL ©Bank Of America Corporation RECIPIENT AUTHORIZATION FOR PAYMENT You shall only initiate a Payment Transaction Request to a Recipient using a mobile phone number if that recipient has expressly consented to you to receive text messages from you and us relating to the disbursement payment. You may document these consents in writing or by a recorded oral conversation. You also are responsible for obtaining any other consent from your customers, as required by your privacy policy or applicable law, for the sharing of customer information with us as necessary to make the disbursement payment to the Recipient. Upon our request, you will share documentation evidencing these consents with us. CONFIDENTIALITY AND SECURITY OF DATA IN PAYMENT TRANSACTION MEMO FIELD You shall not enter any confidential or proprietary information into the payment transaction memo field of your Payment Transaction Request (including full bank account numbers or social security number) as information from this field will be displayed in the Digital Disbursement Service email/text message communications to recipients and other persons. This payment transaction memo field information will not be encrypted within the Digital Disbursement Service or in various communications sent to recipient and other persons in connection with the Digital Disbursement Service , and this information may be subject to inadvertent disclosure. You bear sole responsibility for compliance with any federal or state laws relating to information security or privacy with respect to information you place in the memo field. ELECTRONIC BILL PAYMENT CONSOLIDATION Our Electronic Bill Payment Consolidation Services consolidate, reformat and deliver remittance information and other data related to payments received from Bill Payment Service Providers for credit to your account. Detailed information regarding the Services is available in the applicable User Documentation. You agree that you will authorize Bill Payment Service Providers to deliver payments, remittance information and other related data to us for us to provide these Services to you. We will credit payments received from Bill Payment Service Providers to your account. If you elect to receive Reversals, we will debit your account for the amount of the Reversal and send such funds to the Bill Payment Service Provider. You may also elect to have information of another company/organization reported through these Services. If you do so, you agree that you and the other company/organization will authorize the Bill Payment Service Providers to deliver payments, remittance information and other related data to us for us to provide these Services to you. Remittance information and other data related to payments will be delivered to you in a mutually acceptable form and manner. If you are unable to post any payments to your customers’ accounts, you must promptly return such payments to us. You shall pay us immediately for the amount of any returned payments which we previously credited to your account. ELECTRONIC DATA INTERCHANGE (EDI) Our EDI Services allow you to disburse funds and/or deliver payment-related information to your receivers, electronically or by paper, by sending payment requests or payment-related information to us as described in the applicable User Documentation. These Services also allow you to access payments-related and remittance-related information in mutually acceptable formats received from your receivers and, where available, to match specified receivables and payables against payments. This section together with the entirety of the General Provisions section of this Booklet, including without limitation the terms related to Security Procedures, forms the agreement between you and us with respect to the Services defined herein. For the web-based remittance advice delivery service, you are responsible for enrollment of your receivers on the service. During enrollment you will review and verify the accuracy of all enrollment information provided by your receivers on the specified Website. Upon completion of enrollment, you authorize us to deliver the confidential passwords and identifiers to your enrolled receiver to access the specified Website. Your receiver must keep such passwords and identifiers confidential. We will be fully protected in relying on the correct user identification codes and passwords. SENDING PAYMENTS AND RELATED INFORMATION When you wish to pay your receivers, you transmit a data file to us, containing instructions for your payments, in the format and by the cutoff times specified in the applicable User Documentation. When we receive a file from you under an EDI Service, we perform certain edits on the data, translate it into the appropriate format and/or medium and send the data to the AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 24 CONFIDENTIAL ©Bank Of America Corporation payment system specified by you, except that we may use any means of transmission, funds transfer system, clearing house or intermediary bank we reasonably select. On the specified dates, we issue your payments in the required formats. You control the content of any payment-related information you send to us and are solely responsible for the accuracy of such information. You are solely responsible for secure storage of all data relating to such information so that it can be made available to individual receivers upon request. You should reference the User Documentation for the applicable payment service to determine specific requirements for the duration of time required for data storage. For the web-based remittance advice delivery service, we act as an intermediary to make data and information available to or from you or your enrolled receivers reasonably promptly after receipt of such information. We make the information available to your enrolled receivers on the specified Website within one Business Day of receipt. The information will be available on the specified Website for the time periods specified in the applicable User Documentation. We will not alter the content of any information that we receive from you or the receivers. We are not responsible for the accuracy of any of the information that we receive. Payment requests originated via the EDI Services will be subject to the terms and conditions for the underlying payment services (Check Issuance and Document Printing, ACH and/or Wire Transfer and International Electronic Funds Transfer) as described in their respective sections of this Booklet. RECEIVING REMITTANCE INFORMATION Remittance information can be delivered to you in a mutually acceptable form and manner and will be covered under the Information Reporting section of this Booklet. ELECTRONIC FOREIGN EXCHANGE Our Electronic Foreign Exchange Services allow you to initiate FX Requests over the internet or by telephone. By accessing our Website, you can request that we provide an FX Transaction quotation, and by accepting our quotation you can electronically enter into FX Transactions, all in accordance with the instructions provided in the applicable User Documentation. This section together with the entirety of the General Provisions section of this Booklet, including without limitation the terms related to Security Procedures, forms the agreement between you and us with respect to the Services defined herein. AUTHORIZED PERSONS Before using an Electronic Foreign Exchange Service, you give us, by completing the applicable application, a written list of the persons authorized by you, including the security administrators, to perform certain duties in connection with the Electronic Foreign Exchange Service. EFFECTIVENESS OF FX TRANSACTIONS You deliver FX Requests to us through the Service and we send you a quotation that you can accept electronically. You must follow all system instructions, procedures and warnings delivered to you on the Website provided for the Service. Once we receive your acceptance of our quote, we send you our deal acknowledgment in accordance with the applicable User Documentation, and the FX Transaction will be binding and effective. The FX Transaction is not completed until we send this acknowledgment. You are responsible for contacting us outside the Service if you have not received our electronic acknowledgment within the time specified in the applicable User Documentation (or in the absence of such specification within a reasonable time). We will book FX Transactions at our New York office. Notwithstanding anything to the contrary in this Booklet, we reserve the right to withdraw the Service or terminate your access to the Service at any time without notice. ACCOUNT DEBITS You must have Collected and Available Funds in your account which, when added to funds which may be made available under a line of credit, are sufficient to cover your FX Requests. You may initiate an FX Request only if the offsetting debit to your account, including the available line of credit, will not cause you to exceed the account balance according to your records. If your records and ours disagree regarding the account balance, our records will control for purposes of our processing the FX Request. Unless you have available funds under a line of credit with us, you are obligated to pay us the amount of any FX Request once we receive your FX Request. We will debit the account you specify for the amount of your payment before we process AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 25 CONFIDENTIAL ©Bank Of America Corporation your FX Request. If, for any Business Day, we receive more than one FX Request and/or other items payable from your account, we may debit your account for such FX Requests and items in any sequence we determine in our sole discretion. If you have available funds under a line of credit with us, we will debit your specified account for the amount of your payment on the settlement date of the FX Transaction. Prior to the settlement date, you can request a change to the specified settlement account for the FX Transaction by using the Website for the Service. We will not be obligated to implement such a change, and the change will not be effective until we have had a reasonable opportunity to review and act upon your request. REJECTION OF FX REQUESTS We may reject any FX Request which does not comply with the requirements of this Booklet or the applicable User Documentation, including any processing limits described in such User Documentation, or which we have been unable to verify through use of the Security Procedure. We also may reject any FX Request which exceeds the Collected and Available Funds (including funds made available under a line of credit) on deposit with us in the applicable account. Notice of rejection is given to you by telephone, by electronic means, by facsimile or, in event such notice cannot be given by any of those means, by mail. Notices of rejection will be effective when given. CONFIRMATIONS AND SETTLEMENTS You agree that FX Transactions effected through the Service are automatically confirmed and do not require any further confirmation. Foreign exchange transactions effected by a method other than the Service may also be confirmed on the Website for the Service in accordance with the User Documentation. Your electronic confirmation of each such foreign exchange transaction shall have the same effect as if you had received a written confirmation from us and had reviewed, manually signed and returned the signed confirmation to us. INTERRUPTION OF COMMUNICATIONS In the event of a service interruption involving the Service, you may effect FX Transactions, confirm FX Transactions, and specify settlement instructions by contacting one of our trading rooms or operations centers by telephone as designated in the applicable User Documentation. ELECTRONIC STOP PAYMENT Our Electronic Stop Payment Services allow you to electronically place or cancel a Stop Payment Request. This is in addition to your ability to make stop payment requests in person, by telephone or in writing as described in your Account Agreement. A Stop Payment Request will not be effective until we review our records for the time period specified in the applicable User Documentation, determine that the check has not been paid during that period and respond to you with an online status of your request of “accepted” (rather than “rejected” or “pending”). A Stop Payment Request terminates at the end of the period designated in the applicable User Documentation, unless the Stop Payment Request is renewed or canceled earlier. A Stop Payment Request is canceled automatically when the account on which the check is drawn is closed or transferred. REQUESTING STOP PAYMENTS You will include in each Stop Payment Request the Magnetic Ink Character Recognition (MICR) serial number and exact amount (dollars and cents) of the check for which payment is being stopped and the account number on which the check is drawn. You understand and agree that we can only stop a check that shows exactly the same MICR serial number and amount as that included in the related Stop Payment Request since our computer system identifies a check on the basis of the MICR serial number and the exact amount of the check. You will review your account statements prior to transmitting any Stop Payment Request. You will not transmit any Stop Payment Request relating to a check that has been shown to be paid on such statements. If a check does not appear as paid on a statement with the correct check serial number due to defective or damaged MICR information on the check, we are not liable for processing the check. In some cases, we may pay a check even if a Stop Payment Request is in effect. For example, if one of our branches (or banking centers) or affiliates becomes a “holder in due course” of the check that you asked us to stop, we may still pay the check. The procedures for placing and acknowledging Stop Payment Requests are described in the applicable User Documentation. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 26 CONFIDENTIAL ©Bank Of America Corporation IMAGE SERVICES Our Image Services will make available to you digital images of checks, drafts, deposited items, returned items, notices of debit adjustments (with respect to this section, “debits”) and/or notices of credit adjustments and deposit slips (with respect to this section “credits”) with respect to specified accounts established with us. (Such Services do not include Image Lockbox Services, which are provided in connection with our Lockbox Services.) Digital images will be made available to you at such times as may be set forth in the applicable User Documentation or as otherwise established by us. Images may be made available to you by Website, file transmission or by CD-ROM/DVDs. Images available via Website include checks, drafts, deposited items, returned items, debits and credits. Images available via file transmission include checks, drafts, deposited items, returned items, debits and credits. Digital images made available via CD-ROM/DVDs, which may be accessed through the use of CD-ROM/DVD software that we provide to you, include checks, drafts, deposited items, debits and, credits. If you elect to receive Account Reconcilement reports and/or Demand Deposit Account (DDA) statements on a CD-ROM/DVD, images of such reports and/or statements will also be made available to you by CD-ROM/DVD or image transmission. If an image of a check or draft is missing or is illegible, we will provide you with a copy upon your request. Your request must include the account number, the check serial number, the exact amount (dollars and cents) of the payment and the date the payment was made. We may assess a fee for copies provided to you. We will not be liable for failure to provide copies by a given time or for failure to provide copies we are not reasonably able to provide. Notwithstanding the Limitation of Liabilities section of this Booklet, we will not be liable for damages arising under any Image Service in excess of the amount of the check, draft or miscellaneous debit giving rise to your claim. Any such claim must include the account number, the check serial number, the exact amount (dollars and cents) of the payment, the date the payment was made, the name of the payee, a detailed explanation of how the claimed loss occurred and the name, address and phone number of the payee. Notwithstanding the Suspension and Termination section of this Booklet, in the case of an Image Service using CD- ROM/DVDs, termination of such service upon 30 days notice may not be effective earlier than the first day of the statement period immediately following the statement period during which such notice is given. INFORMATION REPORTING Our Information Reporting Services make certain account, transaction and related information available to help you control and manage your accounts. This may include information generated from other Services you use. You may have information reported directly to you or, with certain of our Information Reporting Services, reported at your direction to another financial institution or other entity. Information reported on a current day basis is subject to updating and, therefore, at any point in time may not reflect the information on our records at such time. In addition, such information may be subject to adjustment upon final posting. Detailed information regarding an Information Reporting Service is available in the applicable User Documentation. ACCOUNTS OF OTHER COMPANIES/ORGANIZATIONS You may elect to have accounts of another company/organization reported to you with any of our Information Reporting Services. You agree that, for each such account, the company/organization will provide us with its written authorization, in a form acceptable to us, for us to make its account information available to you. However, you do not need to provide us such written authorization if the other company/organization is a U.S. Subsidiary and its accounts are domiciled in the United States of America. In that case, you represent and warrant that such other company/organization is a U.S. Subsidiary and that it has authorized us to make its account information available to you. ACCOUNTS AT OTHER BANKS You may also elect to have your accounts, or accounts of another company/organization, that are maintained at another financial institution reported through certain of our Information Reporting Services. If you do so, you agree that you and the other company/organization will authorize such other financial institution to make the reporting information available to us and to take all other actions necessary for us to provide Information Reporting Services to you. We shall not be responsible for the accuracy or timeliness of any information provided to us by any such financial institution. THIRD-PARTY INFORMATION AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 27 CONFIDENTIAL ©Bank Of America Corporation If you gain, through your use of one or more Services, access to any information relating to any person other than us, you or any of your Subsidiaries which have authorized your receipt of such information, you agree that you will treat such third- party information as strictly confidential and you shall not disclose it to any person outside your company or to any persons within your company except those who have a need to know. Further, you shall ensure that adequate measures have been taken to prevent the unauthorized use of any such third-party information. You agree that you will not use any such third- party information for your own purposes other than in a communication to us relating to the Service. LOCKBOX Our Lockbox Services involve the processing of checks and other payment instruments, such as drafts, that are received at a Lockbox Address or by special arrangement with us, excluding without limitation the processing of cash, stock certificates and tangible valuables. With a Lockbox Service, you instruct your customers to mail checks and other payment instruments you want to have processed under a Service to the Lockbox Address. We are not liable to you for losses you suffer if anything other than checks or other payment instruments are sent to the Lockbox Address. We and/or our agents will have unrestricted and exclusive access to the mail (which may be accessed in image form) sent to the Lockbox Address. If we receive any mail containing your lockbox number at our lockbox operations location (instead of the Lockbox Address), we may handle the mail and reserve the right to deposit the items as if they had been received at the Lockbox Address. PROCESSING We will handle checks received at the Lockbox Address according to the applicable Account Agreement, applicable User Documentation and our availability schedule, as if the checks were delivered by you to us for deposit to your designated account, except as modified by this Booklet. For image lockbox, all envelopes will be opened and scanned once received at our lockbox processing site. Images will then be used to identify your lockbox address and to process each transaction for deposit using your predetermined lockbox processing instructions. For paper lockbox, we will open the envelopes picked up from the Lockbox Address and remove the contents. Checks and other documents contained in the envelopes will be inspected and handled in the manner specified in the set-up documents for the applicable Lockbox Address. We capture and report information related to the lockbox processing, where available, if you have specified this option in the set-up documents. As appropriate, we will endorse all checks we process on your behalf and deposit them in the account you designate for the applicable Service. If we process an unsigned check as instructed in the set-up documents, and the check is paid, but the account owner does not authorize payment, you agree to indemnify us, the drawee bank (which may include us) and any intervening collecting bank for any liability or expense incurred by us or such other bank due to the payment and collection of the check. If this option is available and if you instruct us not to process a check bearing a handwritten or typed notation “Payment in Full” or words of similar import on the face of the check, you understand that we have adopted procedures designed to detect checks bearing such notations; however, we will not be liable to you for losses you suffer if we fail to detect checks bearing such notations. Unless we agree otherwise, each Business Day we will prepare and send remittance materials (images via internet, electronic file and/or paper packages) relating to the Lockbox Address to you at the address you specify for that Lockbox Address. For the wholesale Lockbox Service, the return of paper documents may include, but is not limited to, any checks (which checks may be in the form of Image Replacement Documents) not processed in accordance with the set-up documents along with requested remittance materials in the form of copies, versus the originals. If you subscribe to the Image Lockbox Service, unless we agree otherwise, we will retain images of processed lockbox checks, remittance documents and correspondence as well as original remittance documents for an archive period as we communicate to you from time to time. The images will be sent to you via an encrypted CD-ROM or other encrypted medium as specified in the User Documentation. Upon receipt, you must promptly notify us if such CD-ROM contains a media defect or is unreadable in its entirety. Subject to the terms herein regarding the retention of lockbox images, we will use reasonable efforts to replace the CD-ROM, which shall be our sole obligation and your sole remedy with respect to defects in the CD-ROM. If you elect to not receive an encrypted CD-ROM of the lockbox images, we will have no obligation to provide copies of such items, other than a copy of the check image. ACCEPTABLE PAYEES AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 28 CONFIDENTIAL ©Bank Of America Corporation For the Lockbox Address, you will provide to us the names of Acceptable Payees in writing. We will process a check only if it is made payable to an Acceptable Payee and if the check is otherwise processable. In some jurisdictions outside the United States, an Acceptable Payee is limited to you and limited variations of your name. In all other jurisdictions, including the United States, you warrant that each Acceptable Payee is either you or your affiliate. If an Acceptable Payee is your affiliate, then you also warrant that such Acceptable Payee has authorized checks payable to it to be credited to the account you designate for a Lockbox Service. We may require written authorization from any such Acceptable Payee. We may treat as an Acceptable Payee any variation of any Acceptable Payee’s name that we deem to be reasonable. NOTIFICATION SERVICE Our Notification Services, where available, allow you to receive certain types of Notices. The types of Notices relating to a particular Service are further described in the User Documentation. You agree Notices are in addition to and not a replacement of or substitution for the Services received by you under this Booklet or any other agreement between you and us. As set forth in the User Documentation, your system administrator(s) shall instruct us with respect to your use of the Notification Services. You acknowledge and agree that Notices are provided as a convenience and as such you (a) acknowledge and agree that you may not rely on the receipt or expected receipt of a Notice, or the contents (or lack thereof) of any Notice, to relieve you of any of your obligations or duties under the terms of this Booklet or otherwise, and (b) must continue to use the Services in compliance with the applicable terms of this Booklet or such other agreement between you and us. Notwithstanding any terms to the contrary, you agree that we shall not be liable in any case: (i) for any failure to provide, or any delay in providing, any Notice, (ii) if any Notice is intercepted or received by an unauthorized person or entity, and (iii) if any Notice is inaccurate or incorrect in any way. PAYMENT PROCESSING SERVICE When you enroll to use the Payment Processing Services, you will choose to enroll as a Disburser. With our Payment Service, if you are a Disburser you may request us to originate on your behalf payments to Collectors. The capitalized ACH terms appearing in italics below are defined in the NACHA Rules. This section together with the entirety of the General Provisions section of this Booklet, including without limitation the terms related to Security Procedures, forms the agreement between you and us with respect to the Services defined herein. YOUR RESPONSIBILITIES If you are a Disburser: • You must create and transmit to us or our third party processor a Transaction Request for each Entry you want us to originate on your behalf. You must make certain that each Transaction Request conforms in form and substance to the requirements, including cutoff times on a Business Day, described in the applicable User Documentation. • You must retransmit any Transaction Request or other message initially transmitted to us or our third party processor through the Payment Service if you have not received an acknowledgment message from us or our third party processor within the time period specified in the applicable User Documentation. • You authorize us or our third party processor to originate credits and debits to your Transaction Account through the ACH network in accordance with this Booklet and the NACHA Rules. • You must comply with the NACHA Rules for all Transaction Requests and Entries, whether or not a Transaction Request or Entry is sent through the ACH network. We act as the Originator, on your behalf, and Originating Depository Financial Institution (ODFI) with respect to Entries. You will deliver Transaction Requests to us as provided in the User Documentation and the NACHA Rules. The NACHA Rules govern if they conflict with this Booklet or User Documentation, except that the file specification requirements in the User Documentation govern if they conflict with the NACHA Rules. • Before using the Payment Service, you must give us a written list, in a form acceptable to us, of the persons authorized by you to verify the authenticity of Transaction Requests, Entries and Reversal/Deletion Requests in accordance with the Security Procedure and to perform certain other duties in connection with such Service. • You must pay us with Collected and Available Funds for all Transaction Requests and credit Entries before the settlement date. If you pay us using one of our Wire Transfer Services, the terms and conditions of the Wire Transfers AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 29 CONFIDENTIAL ©Bank Of America Corporation and International Electronic Funds Transfers section of this Booklet will apply. If you pay us using one of our Automated Clearing House (ACH) Services, the terms and conditions of the Automated Clearing House (ACH) section of this Booklet will apply. When you enroll to use the Payment Processing Services, you will become a member of the Network. If you are a Disburser you must comply with the Network operating rules. The operating rules are available for your review at https://secure.paymode.com/policies/operatingrules.htm. OUR RESPONSIBILITIES If you are a Disburser: • We will send Entries on your behalf and in accordance with your Transaction Request through the ACH system or processed directly to Transaction Accounts with us, all in accordance with the User Documentation. We may send Entries to any ACH processor selected by us or directly to another bank. • We will send an Entry to the ACH processor for settlement on the date you select in the applicable set-up documentation, if we receive the Transaction Request by the applicable processing deadlines specified in the User Documentation for the Payment Service and, unless we agree in writing otherwise, we have received Collected and Available Funds from you for the Entry. We may treat Transaction Requests we receive from you for processing after a deadline as if received on the next Business Day. Transaction Requests will be deemed received by us when we receive the complete file at the location specified in the User Documentation. • We will debit your Transaction Account for the amount of the Transaction Request. • We will make available to your Collectors any remittance information received from you, as set forth below. • We will give you secure access to the status and history of payments made by you through use of the Payment Service. • At your request, we will contact those entities you identify to discuss with them enrolling as Collectors, as described in the User Documentation. PROVISIONAL PAYMENTS You agree to comply with the NACHA Rules for all Transaction Requests and Entries. You agree to be bound by the provision of the NACHA Rules providing that payment of a credit Entry by the Receiving Depository Financial Institution (RDFI) to the Receiver is provisional until the RDFI receives final settlement for the Entry. If final settlement is not received, the RDFI is entitled to a refund from the Receiver of the amount credited. This means that the Receiver will not have been paid. Our payment of any debit Entry, returned credit Entry or credit Reversal is provisional until we receive final settlement for the Entry or Reversal. If final settlement is not received, we are entitled to a refund and we may charge your Transaction Account for the amount previously credited. We may delay the availability of any amount credited for a debit Entry or credit Reversal if we believe that there may not be sufficient funds in your Transaction Account to cover any chargeback or return of the Entry or Reversal. POSITIVE PAY Our Positive Pay Services allow you to identify exception items, to request photocopies and/or electronic images of exception items and to instruct us whether to pay or return those items. The options and features available for our Positive Pay Services are described in the applicable User Documentation. In many locations, if you send us an issue file, your information may be made available at the teller line. This is called “Teller Positive Pay,” which helps identify fraudulent checks that are presented for payment or deposit at many of our banking centers. Where available, you also have the option to include payee names with the information available at the teller line. This service is called “Payee Positive Pay.” With Teller Positive Pay, or Payee Positive Pay, where available, the decision whether to pay such an item may be made by us at the teller line. Where available, you can also identify ACH Entries as exception items. Please refer to the terms and conditions specified in the ACH Positive Pay section of this Booklet. On each Business Day, we provide you a report of checks presented to us for payment on the prior Business Day and which we have identified as exceptions based on information you have provided to us and as more fully described in the applicable User Documentation. Exceptions are determined by comparing checks presented to us (either by other depository institutions or, where applicable, for cashing at one of our banking centers) with lists of checks issued or canceled by you which you AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 30 CONFIDENTIAL ©Bank Of America Corporation transmit electronically to us each Business Day by the time specified in the applicable User Documentation. Alternatively, where available, you may choose an option under which we report all checks presented for payment, in which case we will treat all such checks as exception items. On the same day we report exception items to you, you must notify us, by the deadline specified in the applicable User Documentation, which checks you want us to pay or which to dishonor and return. If you fail to notify us by the deadline, we will handle the exception items in accordance with the prescribed default procedure (which you may choose where the choice is available). Where required, you will indicate which checks you want us to return, having been deemed by you to be fraudulent. Our deadlines, default procedures and procedures for acknowledging pay and return requests are described in the applicable User Documentation. In order to assist you in making your decision whether we should pay or return exception items, you may request a copy of any exception item. AUTHORIZED PERSONS Before using a Positive Pay Service, you give us a written list, in a form acceptable to us, of the persons authorized by you to perform certain duties in connection with such Service. ONLINE OPTION You may access the daily reports of exception items via one of our Websites. Using that system, you must then notify us by the appropriate deadlines which exception items to pay or which to return. Notwithstanding any courtesy alerts we may provide to you regarding reports of exception items, you are responsible for checking the applicable Website for daily reports of exception items and notifying us by the appropriate deadlines which exception items to pay or which to return. You may request photocopies of exception items, which we will fax to you, as more fully described in the applicable User Documentation. Where available, you may arrange to receive and display electronic images of exception items. MANUAL OPTION Where available, we will provide you a report of exception items. You must then notify us by the appropriate deadlines which items to pay or which to return. ACKNOWLEDGMENTS You authorize us to return checks or to pay checks in accordance with your instructions and the default procedure in the applicable User Documentation. We will have no liability for payment of a check which is unauthorized or fraudulent if (i) the check is included in a report of exception items, (ii) you have not selected a return default for exception items and (iii) you do not give us timely instructions to return the check. You acknowledge that our Positive Pay Services do not preclude our standard check processing procedures, which may cause a check to be dishonored even if your instructions or the default procedure do not otherwise require us to return such check. You acknowledge that, if you have our Teller Positive Pay Service, the decision whether to pay or not pay an item may be made by us at a banking center. If you decline to use the Teller Positive Pay Service offered by us, or fail to meet the applicable issue file deadlines in the User Documentation, you also acknowledge that, as between you and us, you will bear the full loss on checks which are drawn on your accounts with us and paid or deposited by us in good faith if the checks are counterfeits or bear unauthorized alterations to the amounts or unauthorized maker signatures, even if such checks would otherwise be exception items. You acknowledge that our Positive Pay Services are intended to be used to identify and return checks which you suspect in good faith are fraudulent. They are not intended to be used as a substitute for stop payment orders on checks which are not suspected in good faith to be fraudulent. If we suspect or deem, in our sole discretion, that you are using these Services contrary to those intentions, we may require you to provide evidence that checks we return pursuant to your instructions or the return default, if applicable, were in fact fraudulent. In addition, we may hold you liable for losses we sustain on checks which we are requested to return under these Services and which you do not reasonably establish as fraudulent checks. We will use reasonable efforts under the circumstances to respond promptly to proper requests for copies of exception items if image items are unavailable, but you acknowledge that our failure to provide copies does not extend the deadlines by which you must notify us of your pay/no-pay decisions. You acknowledge that you must fulfill your responsibilities in connection with a Positive Pay Service on each Business Day. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 31 CONFIDENTIAL ©Bank Of America Corporation In the event we are required to utilize our business continuity procedures, we will, if feasible, apply the default procedure in the applicable User Documentation. In some cases, we may attempt to contact you. RECEIVABLES MATCHING The Receivables Matching Service (the “Service”) consolidates and formats receivables information, facilitates your reconcilement of this receivables information with payments received from your payers for credit to your deposit account with us, and provides outputs of electronic data reports regarding your receivables and related payments. The term “receivables information” shall refer to information regarding your outstanding or paid receivables, invoices, remittance data, payment advices or other related data for which you are to receive payment. Receivables information can be delivered to us by you and your payers through a number of channels, including our Website, by email to a designated email address for the Service, by lockbox, and by other channels described in the User Documentation. The Service will provide you with receivables and payment data in the formats and manner described in the User Documentation, including identification of each incoming payment that matches or relates to previously submitted receivable. The Service also permits you to access through the Website or other mutually agreed online access channels in order to view information concerning receipt matching which may include payment-related, receivables-related and/or open receivables information delivered to us. Detailed information regarding the Service is available in the applicable User Documentation. YOUR RESPONSIBILITIES Before you submit to us your first request to use the Service, you are required to designate one or more accounts with us as the collection account(s) under the Service (each an “Account”). You agree and acknowledge that you will authorize and instruct your payers to deliver receivables information to us in the formats and manner established by us in the User Documentation or otherwise. It is your sole responsibility to request each of your relevant payers to provide the receivables information that you may require and/or that is necessary for the functioning of the Service. We have no knowledge or control over the process of the delivery of such receivables information. We have no obligation (i) to confirm or verify the accuracy, completeness, authenticity or validity of the receivables information received from you or your payers, and (ii) we have no obligation to confirm or to verify the identity of the sender of receivables information or a related payment. You also may submit to the Service monthly account statements and other data regarding your accounts that are maintained at another financial institution. If you do so, you are responsible for providing such information or for authorizing such financial institution to submit information to us and to take all other actions necessary for us to provide these Services to you. We shall not be responsible for the accuracy or timeliness of any information provided to us by any such financial institution. You hereby authorize us to extract data in various formats from the receivables information received from you or the payers, and to translate the data into the appropriate formats for use within the Service. The Service will seek to use the extracted data to match receivables information against the payments credited to your Account. This matching will be done according to the rules and standards as set forth in the applicable User Documentation, rules or standards requested by you within the Service and approved us, or as otherwise established by us for the Service from time to time. We may establish requirements regarding the channel and format for the sending of receivables information to us, including permissible email channels. We reserve the right to reject and/or not process any receivables information that is sent to us that is not compliant with the formats, standards or other requirements set forth in the User Documentation. You agree and acknowledge that the receivables information and payment information to be available for matching on a current business day is subject to certain cut-off times and delays in updating and, therefore, at any point in time the information reported in the Service may not reflect all information within our systems, operations, or records at such time. You may access the extracted data from the receivables information and the matched payments using one of our Websites. You are responsible for taking actions to manage and review the payments and receivables information matching. We are not responsible for any damages as a result of any error made due to the actions taken by you through the use of Service or the Website. The Service makes available to you certain information regarding your accounts, receivables transaction(s) and related information in order to assist you in managing your reconciliation of incoming funds against outstanding receivables AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 32 CONFIDENTIAL ©Bank Of America Corporation information. You acknowledge that such reporting is not intended to be used as substitute for your review of your bank statement of your Accounts and your obligations herein and/or deposit account agreement to alert us of any errors or discrepancies on your Accounts. SERVICE INSTRUCTIONS; SINGLE ADMINISTRATOR INDEMNIFICATION You authorize us to act on any instruction regarding the Service that is provided to us by one of your Users or that is provided by any other person where the instruction is communicated in a session verified with a user name and password issued to one of your User(s). You acknowledge and agree that by using the Service one of your Users may submit an instruction for the Service, and we will act on such instruction, without a review, confirmation or approval by a second (different) User. You acknowledge that the Service does not offer you an option of dual administration or dual user authorization with respect to all Service related instructions sent to us. You are requesting access to and use of the Service notwithstanding the lack of dual administration and dual user requirements, and we agree to permit such access and use of the Service in this manner in consideration of the following agreements: a) You agree that we shall have no responsibility or liability for any use or misuse of the Service, or of services, accounts, or information accessed via the Service, directly or indirectly, that would not have occurred had the Service offered dual administration and dual user requirements. For the avoidance of doubt, you hereby waive any and all claims you may have against us in connection with any loss, theft, misappropriation, cost, expense, damage or liability you may suffer or incur as a result, directly or indirectly, of the lack of dual administration and dual user authorization for your access to the Service. b) You agree to indemnify us against and hold us harmless from and defend us against any and all liabilities, claims, costs, expenses and damages of any nature (including legal expenses) arising out of or relating to disputes or legal actions by parties other than you and us, in connection with any use or misuse of the Service, or of services, accounts, or information accessed via the Service, directly or indirectly, in the absence of dual administration and dual user authorization for your access to the Service. This indemnity shall survive any termination of the Service. RECEIVABLES AND PAYMENT INFORMATION DOWNLOADED BY YOU You may use the Service to download electronic data file(s) of receivables and payments information. In the event you elect to download receivables and payments information, you are responsible for your use of the data in your accounts receivable, accounting or other internal system. You agree and acknowledge that our provision of this download capability does not create any additional duty of ours either with regard to identifying discrepancies or errors in the downloaded information or with regard to your responsibilities regarding accurate record keeping. OUR RESPONSIBILITIES The receipt of payments from your payers and the crediting of funds to the Account are subject to terms and conditions set forth in herein and in the applicable Account Agreement. We will use reasonable efforts to accept and process the receivable information received from you or your payers, to extract data from the submitted receivables information, match the receivables information against the payments credited to the Account, and provide the receivables information and payment reporting to you. We also will use reasonable efforts to identify exception items within the Service and report those to you. We shall not be responsible for the completeness, accuracy or timeliness of any receivables information provided to us or extracted by us from the submitted receivables. In the event that such receivables information is incomplete, incorrect, vague or ambiguous or provided in a form that is unacceptable to us, we are entitled to reject such information and/or not process it further within the Service. We will provide you with a Website through which you can (i) view the payments and the receivables information sent to us by you and your payers and (ii) manage certain receivables information and reports. We will use reasonable effort to make data and information available to you as soon as reasonably practicable through the Website. We shall not be liable for any Damages (as defined below) arising from, or as a result of, any delay or failure on our part to provide the Service or any error, action, or omission on the part of you in using the Service or your payers in providing the receivables information. We are not responsible for the accuracy, timeliness and reconciliation of the receivables information accessed in connection with the Service. You expressly agree and acknowledge that all features utilized, and all actions taken, by you in connection with the Service are taken in your sole discretion and under your sole responsibility. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 33 CONFIDENTIAL ©Bank Of America Corporation SUPPLEMENTAL LIMITATION OF LIABILITIES; INDEMNITIES Our duty and obligations under these Services will be fully discharged following the reporting of the receivables information to you. In relation to any receivables information to be sent to us via e-mail by you or one of your payers, you fully agree that we are authorized, but not obliged, to rely upon and act in accordance with any e-mail communication received by us purporting to be a copy of a transmission or communication given or purporting to be given on your behalf or your payers behalf without inquiring on our part as to the source of the transmission or communication or the identity of the person making or purporting to make such transmission or communication and regardless of the circumstances prevailing at the time of such transmission or communication. We shall be entitled to treat each such transmission or communication as fully authorized by and binding upon your sending the transmissions or communications and we shall be entitled (but not bound) to take such steps in connection with or in reliance upon such transmissions or communications as we may reasonably consider appropriate. In consideration for our acting in accordance with this provision, you agree and undertake to indemnify us and to keep us indemnified against all losses, claims, actions, proceeding, demands, damages, costs and expenses incurred or sustained by us of whatever nature and arising from our reliance on any such e-mail communication, excluding cost or damage attributable to our gross negligence or intentional misconduct. You acknowledge and agree that (i) we are making no representations or warranties of any kind regarding the content of any reports of receivables information provided through the Service, and (ii) you and your payers are transmitting receivables information through the Service at your own risk. We disclaim any and all warranties of any kind (whether express or implied) including but not limited to any warranties of merchantability or fitness for a particular purpose with respect the Service and the receivables information provided to you through the Service. RE-PRESENTMENT CHECK (RCK) Our RCK Services allow you to collect eligible RCK checks that have been returned for insufficient or uncollected funds, using the ACH Services within the United States of America, as described in the applicable User Documentation. The creation of the RCK Entries on your behalf by us using the ACH Services will be subject to the terms and conditions of the ACH section of this Booklet, including but not limited to the Security Procedures requirements described in that section. The capitalized ACH terms appearing in italics below are defined in the NACHA Rules. YOUR RESPONSIBILITIES You authorize us to create RCK Entries on your behalf as provided in the User Documentation and the NACHA Rules. You are deemed to be the Originator under the NACHA Rules, and on each day you use a Service, you represent and warrant that (i) you have obtained all necessary authorizations from the Receiver prior to the initiation of any corresponding ACH Entry for a RCK and (ii) you accept as Originator all liability corresponding to the representations and warranties we as ODFI make under the NACHA Rules regarding RCK. You shall pay us for the amount of any returned debit Entries (including rejected debit Entries) or any adjustment Entries accepted by us and which we have previously credited to your account. Such amounts shall be immediately due and payable by you to us. Returned debit Entries appear on your reports to the extent agreed by you and us, and you agree that we do not need to send a separate notice of debit Entries which are returned unpaid. COMPLIANCE WITH NACHA RCK RULES AND LAWS You agree to comply with the NACHA Rules for all Entries whether or not an Entry is sent through the ACH network. You act as an Originator and we act as an ODFI with respect to Entries. The NACHA Rules govern if they conflict with this Booklet, except that the file specification requirements in the User Documentation govern if they conflict with the NACHA Rules. Each time you use an RCK Service (i) you warrant that you have obtained the appropriate authorization from each Receiver and the Entries conform to the authorization and comply with the NACHA Rules and (ii) you make the same warranties to us as we make under Section 2.2 or any successor section of the NACHA Rules. TAX PAYMENTS Our Tax Payment Services allow you to instruct us, using a touchtone telephone, our Software on your computer, our Website, and any such method as may be described in the applicable User Documentation, to pay any of your taxes which are reported or filed using the tax forms as more fully described and specified in such applicable User Documentation. Based on AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 34 CONFIDENTIAL ©Bank Of America Corporation your Tax Payment Instructions, we prepare and remit your tax deposits. Each of these Services is described in the applicable User Documentation. This section together with the entirety of the General Provisions section of this Booklet, including without limitation the terms related to Security Procedures, forms the agreement between you and us with respect to the Services defined herein. CUTOFF TIMES You must comply with the deadlines specified in the applicable User Documentation for initiation of Tax Payment Instructions. If a Service allows you to send instructions to us after the cutoff time, or on a non-Business Day, we may treat these instructions as if we received them on the next Business Day. COMMUNICATION EXPENSE AND RISK Transmission of Tax Payment Instructions to us will be at your expense, except that we may provide a toll-free number telephone service. If that service is disrupted for any reason, you have the responsibility and risk of using alternative means of communicating Tax Payment Instructions to us accurately and in time for us to perform any Tax Payment Service. REQUIRED INFORMATION You will furnish us with all required information and authorizations at the times, in the manner and with the content specified in the applicable User Documentation. TAX FORMS AND REMITTANCES After we have received complete Tax Payment Instructions from you, we prepare the related tax forms (which may be on a magnetic tape or by electronic transmission as authorized by the Internal Revenue Service or other tax authority, as applicable) for submission to the appropriate tax authority. If permitted by the input method, you may specify a settlement date in accordance with the User Documentation. If you use a touchtone phone as your input method, you may request a specified settlement date by calling the designated customer representative for the applicable Tax Payment Service. For purposes of these Services, settlement date means the date you specify that the taxing authority’s account is to be credited. If you do not specify a settlement date, we will pay the amount you specify on or before the tax due date. If you specify the settlement date, payment will be made on the settlement date. ACCOUNT DEBITS If you do not specify a settlement date, we debit your account for any tax payment on the Business Day of transmission. If you specify a settlement date, we generally debit your account on the settlement date unless you are prefunding your tax payments. Prefunding means that you pay for all tax payments by such time before the settlement date as we may specify. At our discretion, we may at any time without notice debit your account on the Business Day that Tax Payment Instructions are transmitted to us (or on any other later date). If we debit the funds on the transmission date (or any other date before the payment date), we hold the funds as a deposit liability to you, and not as trust funds, until the date when we remit the funds to the appropriate tax authority. We will not pay you interest on the funds. We reserve the right to debit your account and to make a tax payment on your behalf earlier than the tax due date if the information in your Tax Payment Instruction is unclear or inadequate to permit us to determine the later due date under the applicable Tax Payment Service or if we otherwise reasonably decide that any delay in the payment of the tax may expose you to liability for a tax penalty. In such case we will not be liable to you for any lost use of funds. REJECTION OF INSTRUCTIONS We may reject your instructions during or immediately after transmission to us if they do not comply with the requirements of this Booklet or the applicable User Documentation or which we have been unable to verify through use of the Security Procedure. You will be informed of any such rejection only as specified in the applicable User Documentation, and no other notice of rejection will be provided. In addition, we may decline to perform any Tax Payment Service or to report any tax, file any tax form, or pay any related tax for you, even if we have received instructions to do so, if the tax payment and our related service fees and charges exceed the Collected and Available Funds on deposit in your account or your ACH processing limit. If we reject a Tax Payment Instruction for that reason, we will promptly notify you by telephone or facsimile transmission in which case we will not be liable to you for the tax payment, any interest on the amount of your tax liability, or for any tax penalty imposed on you in connection with the tax liability. You agree these means of communication are a reasonable means of notifying you. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 35 CONFIDENTIAL ©Bank Of America Corporation CANCELLATION Subject to the provisions in the User Documentation, you may cancel a Tax Payment Instruction prior to disconnection of the telephone call in the case of an instruction initiated by touchtone telephone or prior to transmission to us of an instruction initiated through your computer or our Website. Thereafter, a Tax Payment Instruction may be canceled only if: • The tax payment has not been remitted, credited or otherwise made available to a tax authority • A request to cancel provides sufficient information for us to effect the request • The request is received by us by telephone or, at the option of either you or us, in writing (including facsimile transmissions) in time (but in no event later than the deadline specified in the applicable User Documentation) to afford us a reasonable opportunity to effect the request OVERPAYMENTS If we make an overpayment of your tax liability due to our error, we will recredit your account for the amount of the overpayment, and you agree to take such actions as we reasonably request to obtain a refund of the overpayment and to arrange for payment of such refund to us. In any event, you agree to repay us for any overpayment upon the earlier of (i) your recovery of such overpayment or (ii) the application of the related tax credit to another of your tax payment obligations. RECORDS AND NOTICE OF ERRORS We will provide you with statements and confirmations containing information about your tax payments in accordance with and subject to the applicable User Documentation. Nothing in this Booklet relieves you of any duty imposed by law or contract regarding the maintaining of records or from employing adequate audit, account and review practices customarily followed by similar businesses. You will promptly review for accuracy all records, information and statements delivered from time to time to you by us. You must send us written notice, with a statement of relevant facts, within 14 days after you receive the first notice or statement indicating a discrepancy between our records and yours. If you fail to give the required notice, we will not be liable for any loss of interest or for any compensation for any other loss or cost relating to an unauthorized or erroneous debit to your account or because of any other discrepancy in the notice or account statement. You must notify us promptly by telephone, confirmed in writing, if you learn or discover from any source other than a notice or statement from us of information concerning an unauthorized or erroneous debit to your account. SUPPLEMENTAL LIMITATION OF LIABILITIES For each Tax Payment Service, this section supplements the Limitation of Liabilities section of this Booklet. If any Tax Payment Service is interrupted for any reason and you are unable to complete transmission of your Tax Payment Instruction to us, you will not be relieved of your obligation to make any tax payment otherwise contemplated to be made by such Service. We will not incur any liability if you fail to make any required tax payment by other means in the event of such interruption. Notwithstanding anything to the contrary, if you initiate a Tax Payment Instruction using an “expedited payment request”, as specified in the applicable User Documentation, such “expedited payment request” is subject to our prior approval, at our sole discretion. If we do approve your use of such an “expedited payment request”, and you comply with the specific instructions and procedures set forth in the applicable User Documentation, we will make a reasonable effort to act on the Tax Payment Instruction initiated using such “expedited payment request,” but we will have no liability if it is not effected. TAXPAY AND BILLPAY With this Service, you mayinitiate payments of certain bills and taxes provided through our designated Website, as described herein or in the applicable User Documentation. This section together with the entirety of the General Provisions section of this Booklet, including without limitation the terms related to Security Procedures, forms the agreement between you and us with respect to the Services defined herein. You may only access the Service through the our designated Website and use the Service to request us to make bill payments and tax payments on your behalf to Registered Payees that are eligible to receive such payments as determined by their inclusion in the Payee Database. Bill and tax payments will be processed by electronic payment means only. TAX AND BILL PAYMENTS AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 36 CONFIDENTIAL ©Bank Of America Corporation Scheduling Payment Request. To make a payment to a Registered Payee, you may use the Service to schedule a Payment Request and select the Settlement Date. We begin processing your Payment Request on the business day before the Settlement Date, but we debit your Payment Account on the Settlement Date.. You must enter the Payment Request on or before the Business Day before the Settlement Date. You are solely responsible for scheduling Payment Requests and selecting a Settlement Date for each payment that allows sufficient time for the payment to be delivered on or prior to the date on which the payment is due to the Registered Payee. We make no representation or warranty to you that a Payment Request will be received by the Registered Payee or credited to the Registered Payee’s bank account on any specific date or within any specific delivery time. Regardless of the Settlement Date selected by you, we shall have no liability to you or your Registered Payee in the event that you incur a late fee or other financial liability to a Registered Payee arising from a delayed, undelivered, or late payment. Payment Method and Transaction Limits. You may, through the Service, request that we process a Payment Request as electronic funds transfer payment.We may, in our sole discretion, impose limits on the amount of money sent through the Service, on a per-transaction and/or a cumulative basis, and change those limits at any time without prior notice to you. Processing Payment Requests. You hereby authorize us to debit your Payment Account for the amount of each Payment Request and remit funds in accordance with your Payment Request through electronic funds transfer. You are responsible for maintaining collected and available funds in the Payment Account in an amount sufficient to pay for all debits to fund the Payment Requests on or before the Settlement Date. We are not obligated to process any Payment Request, even if we have done so in the past, without having first been paid by you, but, if we do, the amount is immediately due and payable without notice or demand. We may post these debits to your Payment Account even if the debits cause your Payment Account to have a negative intraday balance or to be in an overdraft position. On or before the Settlement Date funds deducted from your Payment Account will be held in a master bank account or general liability account belonging to us. You acknowledge and agree that you have no ownership interest or right to the funds in this bank account. This bank account arrangement does not create a trust or other fiduciary obligations on the part of us to you. Returned Transactions. If a Registered Payee or the Registered Payee’s bank returns a Payment Request for any reason then we will credit the returned Payment Request to your Payment Account. You agree that we shall not have any liability for any returned Payment Request or any resulting loss or damage that you may incur. Payment Cancellation Requests. You may cancel, reschedule or modify a Scheduled Payment Request prior to the time that we begin processing it as described in the User Documentation. You may only cancel, reschedule or modify a Scheduled Payment Request through the Service Website. Once we have begun processing a Payment Request, it cannot be cancelled, rescheduled or modified by you. In addition, we reserve the right in our sole discretion to suspend or cancel any Scheduled Payment Request including if your Payment Account or your use of the Service is not in good standing, as determined by us in our sole discretion. We will credit back to the Payment Account any debits previously made to fund a cancelled Scheduled Payment Request. Payment Review. In our discretion, we may place a hold on a Payment Request for as long as reasonably required to conduct an appropriate inquiry regarding you, the Registered Payee, payment history, and other relevant circumstances and factors. Depending on the results of this review, we may process the Payment Request, reverse or cancel the Payment Request, or hold the Payment Request and related funds pending instructions from a government agency. At any time, a Payment Request may be reversed or canceled by us in our sole discretion and without prior notice to you. Compliance with Laws, Rules and Regulations: You shall comply with all applicable laws, payment system rules and other regulations with respect to your use of the Service. Compliance with Service Documentation. You are responsible for ensuring that each Payment Request conforms in form and substance to the requirements, including cutoff times on a Business Day, described in the applicable User Documentation for the Service. If the Service allows you to send instructions to us after the cutoff time, or on a non-Business Day, we may treat these instructions as if we received them on the next Business Day REGISTERED PAYEE DATABASE A third party company operates an online database containing payment routing and other information regarding Registered Payees. We do not operate, monitor, audit, or control the Payee Database and we are not responsible for the accuracy of information that is stored in the Payee Database. The Payee Database is not part of the Service. When making a Payment AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 37 CONFIDENTIAL ©Bank Of America Corporation Transaction, you may look-up your payees for bill payments and tax payments in the Payee Database to see if they are Registered Payee. The Service may obtain payment routing information for your Registered Payees from the Payee Database. We may at our option process a Payment Request to the Registered Payee based upon the account and routing number information provided by the Registered Payee without further investigation or confirmation by us. You are solely responsible for any Payment Request that is processed by the Service using the Registered Payee data contained in the Payee Database. SINGLE USER INDEMNIFICATION We very strongly recommend that you implement and use a segregation-of-duties model, implementing dual controls, (“Dual Payment Controls”) in connection with all authorizations to initiate and approve / release Payment Requests via the Service. This recommendation serves to help protect you from loss, theft, misappropriation or other unauthorized use of the Service and/or information or funds accessed via the Service, directly or indirectly. This recommendation also reflects industry best practices. When you setup the Service, your authorized administrators on the Service have authority, acting together, to setup or modify users on the Service. Duirng the user setup process, your administrators have the option to allow a single user, acting alone, to enter, approve and release Payment Requests or your administrators may require two users, acting together, to enter, approve and release Payment Requests. You are in sole control of the setup of your users and you bear all responsibilities and risk if you elect to set up a single user with permissions to act alone when entering, approving and releasing a Payment Request. You agree to indemnify us against and hold us harmless from and defend us against any and all liabilities, claims, costs, expenses and damages of any nature (including legal expenses) arising out of or relating to or in connection with any use or misuse of the Service or of information or funds accessed via the Service, directly or indirectly, in the absence of your full implementation and use at all times of Dual Payment Controls. SUPPLEMENTAL LIMITED WARRANTY/DISCLAIMER YOU ACKNOWLEDGE AND AGREE THAT WE ARE MAKING NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE COMPLETENESS OR ACCURACY OF THE CONTENT OF THE PAYEE DATABASE. WE DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND (WHETHER EXPRESS OR IMPLIED) INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT THE SERVICE AND THE PAYEE DATABASE. WE WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY LOSSES, COSTS, EXPENSES OR DAMAGES INCURRED BY YOU OR YOUR REGISTERED PAYEES WITH RESPECT TO THE USE OF THE PAYEE DATABASE AS MADE AVAILABLE THROUGH THE SERVICE. WIRE TRANSFERS AND INTERNATIONAL ELECTRONIC FUNDS TRANSFERS This section applies to our U.S. domestic and worldwide wire and internal funds transfer services and to our International Electronic Funds Transfer Services outside the United States of America. It does not apply to ACH Services transacted within the United States of America, which are covered in the Automated Clearing House (ACH) section of this Booklet. This section together with the entirety of the General Provisions section of this Booklet, including without limitation the terms related to Security Procedures, forms the agreement between you and us with respect to the Services defined herein. Wire Transfer and International Electronic Funds Transfer Services permit you to transfer funds electronically and, as appropriate, to transmit related messages as more fully described in the applicable User Documentation. These transfers are typically from your accounts with us to other accounts at our bank, at our affiliated banks or at other eligible banks. These transfers may also include transfers to your accounts with us from your accounts at other banks. These transfers may be made according to a specific request from you or according to your standing instructions (which may include daily sweeps from your accounts at our affiliated banks to your account with us). They also may be low-value single payments as well as batch payments made according to multiple requests within a single electronic data file for transfers to or from your accounts. MULTIBANK The Multibank Service permits you to relay through us your instructions to another bank to wire transfer funds from one of your accounts held at that other bank (as used in this section, “multibank instructions”). Before using the Multibank Service, you must provide us with the account number and bank name for each account to be debited using this Service. You also must provide the bank holding the debit account with express, written authorization (with a copy to us where requested) to AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 38 CONFIDENTIAL ©Bank Of America Corporation act on instructions we send to it under this Service. You agree that we may rely on that authorization until we have had a reasonable opportunity to act on notice that it has been revoked. Multibank instructions are not payment orders to us, and we have no obligation to execute, transmit or accept any payment orders made to us under the Multibank Service. If we receive any multibank instruction via SWIFT, we will relay your instructions to the receiving bank, subject to business day schedules for us, SWIFT, and the receiving bank. We will have no liability arising out of or relating to our forwarding, or any rejection by the other bank of, any such instruction which is not in the SWIFT format required by the other bank for such instruction. Your multibank instructions to us via SWIFT must be sent to the SWIFT address specified by us to you from time to time. If we receive any multibank instructions other than via SWIFT, we will either, (i) where feasible, create a SWIFT formatted message from your instruction and relay it by SWIFT to the other bank, or (ii) use whatever means or medium we deem appropriate, including use of third-party facilities, to reformat and transmit your payment order to another bank, and we have no duty to do so if your request is defective, incomplete, erroneous or inconsistent with the terms of this Booklet. We may act on your multibank instructions as we reasonably consider appropriate notwithstanding any error, omission, defect or lack of clarity in its terms and even if the instructions appear to duplicate other multibank requests. You agree that your indemnity of us, as set forth in the Protection From Third Parties section of this Booklet, applies to any claims by another bank based on our sending a multibank instruction containing any error, omission, defect or lack of clarity. If you wish to cancel or amend a payment order set forth in a multibank instruction, you must contact the bank to which the payment order is directed and act in accordance with its procedures. Reports on multibank instructions which we have processed may be included in an Information Reporting Service if you have arranged such reports from the bank that is subject to such instructions. COMPLIANCE WITH RULES AND LAWS You agree to comply with all applicable payment system rules, including the national payment system rules and any other applicable laws and regulations of the receiving country of your transaction, including but not limited to NACHA rules for low-value payments processed within the United States. You also agree to comply with the authorization and notice requirements applicable to any Request to debit another person’s account. AUTHORIZED PERSONS Before using a Wire Transfer Service or an International Electronic Funds Transfer Service, you give us a written list, in a form acceptable to us, of the persons authorized by you to perform certain duties in connection with such Service. ACCOUNT DEBITS You must have Collected and Available Funds in your account which, when added to funds which may be made available under a line of credit, are sufficient to cover your Requests. You may initiate a Request only if the offsetting debit to your account, including the available line of credit, will not cause you to exceed the account balance according to your records. If your records and ours disagree regarding the account balance, our records will control for purposes of our processing the Request. You are obligated to pay us the amount of any Request once we act on, other than to reject, your Request. At our discretion, we may at any time without notice require payment before we process your Request. Even if we have done so in the past, we are not obligated to process any Request without having first been paid by you, but, if we do, the amount is immediately due and payable without notice or demand. Prior to initiating any Wire Transfer Service Request to debit an account of a third party, you must provide us with documents, in a form acceptable to us, evidencing the third party's authorization. You will pay us for the amount of any returned or rejected debit transactions, or any adjustments, which we previously credited to your account. If, for any Business Day, we receive more than one Request and/or other items payable from your account, we may debit your account for such Requests and items in any sequence we determine in our sole discretion. ACTING ON REQUESTS AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 39 CONFIDENTIAL ©Bank Of America Corporation We will use any means of transmission, funds transfer system, clearing house or intermediary bank we reasonably select to transfer funds. After we receive a Request by the applicable processing deadline (as specified in the applicable User Documentation), but no later than the value date stated in your Request (if such date is not earlier than the day such Request is received), we will act upon such Request by making applicable accounting entries or by transmitting payment instructions to the applicable bank or other party. If applicable, our acting on your Request will also be subject to the business day schedule of any of our banking centers or affiliates holding an account to be debited or credited under a Service. We may treat Requests we receive after a deadline as if we received them on the next Business Day. International Electronic Funds Transfer Services Requests will be deemed received by us when we receive the complete electronic data file at the location specified in the applicable User Documentation. REJECTION OF REQUESTS We may reject any Request which does not comply with the requirements of this Booklet or the applicable User Documentation, including any processing limits described in such User Documentation, or which we have been unable to verify through use of the Security Procedure. We also may reject any Request which exceeds the Collected and Available Funds (including funds made available under a line of credit) on deposit with us in the applicable account. We may also reject any Request if it may be returned for any reason under the applicable national payment system rules of the receiving country of your transaction. Notice of rejection may be given to you by telephone, by electronic means, by facsimile or by mail, depending upon the method of origination. Notices of rejection will be effective when given. CANCELLATION OR AMENDMENT We have no obligation to cancel or amend Requests after we receive them or to cancel or amend any particular funds transfer requested by a standing instruction which is in effect, however, if you send us a Request instructing us to cancel or amend a prior Request and we are able to verify the authenticity of the cancellation or amendment Request using the Security Procedure, we will make a reasonable effort to act on that Request, but we will not be liable if it is not effected. You agree to indemnify us against and hold us harmless from any and all liabilities, claims, costs, expenses and damages of any nature, including Legal Expenses, we incur in connection with your Request to cancel or amend. Your obligations under this provision will survive termination of these Wire Transfer and International Electronic Funds Transfer Services. PROVISIONAL PAYMENTS Payment by us for any transaction we credit to your account is provisional until we receive final settlement for the transaction. If final settlement is not received, we are entitled to a refund and we may charge your account for the amount credited. We may delay the availability of any amount credited for a transaction if we believe that there may not be sufficient funds in your account to cover chargeback or return of the transaction. INCONSISTENCY OF NAME AND NUMBER A beneficiary’s bank (including us when we are the beneficiary’s bank) may make payment to a beneficiary based solely on the account or other identifying number. We or an intermediary bank may send a Request to an intermediary bank or beneficiary’s bank based solely on the bank identifying number. We, any intermediary bank and any beneficiary's banks may do so even if the Requests include names inconsistent with the account or other identifying number as long as the inconsistency is not known by us or such other bank. Neither we nor any other bank has a duty to determine whether a Request contains an inconsistent name and number. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 40 CONFIDENTIAL ©Bank Of America Corporation Electronic Trade Services Our Electronic Trade Services includes, but is not limited to, allowing you to: • Initiate collections • Instruct us to issue standby and commercial letters of credit and guarantees • Instruct us to issue bank payment obligations • Initiate open account transactions • Receive advice of our receipt of purchase orders naming you as the supplier • Receive advice of our receipt, confirmation, or payment, of commercial letters of credit advised and standby letters of credit advised naming you as beneficiary • Request full or partial transfers of your commercial letters of credit or full transfers of your standby letters of credit • Prepare documents in connection with your commercial letters of credit • Access reports on letter of credit transactions, open account transactions, collections and bankers’ acceptances • Access images of your relevant documents as they relate to your letter of credit transactions, collections and open account transactions • Request supply chain financing transactions in the roles of either a buyer or a seller Detailed information regarding each Service is found in the applicable User Documentation. COLLECTIONS OUTGOING COLLECTIONS Over the Counter Collections. Reports concerning your over the counter collections are made available under the Information Reporting section of Electronic Trade Services in this Booklet. Direct Collections. Our Electronic Trade Services Direct Collections Service includes, but is not limited to, allowing you to initiate a collection (as that term is defined in the Uniform Rules for Collections) by delivering an instruction to a collecting bank. The instruction will be on a form prescribed by us, but we will not have any responsibility or liability for the terms and conditions of any instruction; you accept all such responsibility and liability. Each direct collection will be governed by the Uniform Rules for Collections. You will promptly transmit to us a copy of the completed direct collection form and, upon our request, will provide to us copies of the underlying documentation or other information. You represent and warrant to us as of the date you transmit the instruction form to us that the direct collection is not prohibited under the foreign asset control or other regulations of the United States of America or the applicable laws of any other jurisdictions. Upon our receipt of any payment of a direct collection, the amounts received (less related charges, disbursements and/or expenses) will be paid to you, except that if we are required to return any such payment received upon the insolvency, bankruptcy or reorganization of the presenting bank or collecting bank or other third party or for any other reason, you will repay to us the amount paid to you together with interest thereon from the date we returned the payment and so notified you at the rate specified by us in our schedule of charges. Unpaid items and related documents received by us may be returned to you by regular mail at the address specified in the Authorization and Agreement Certification form which accompanied this Booklet or such other address as may be notified by you in writing. INCOMING COLLECTIONS Our Electronic Trade Services Incoming Collections Service includes, but is not limited to, allowing you to (i) request us to receive documentary time drafts, sight drafts or bills of exchange drawn on your appropriate account as part of your trade transactions and (ii) authorize us to make such payments. Such drafts are payable at sight or at a future date. All such drafts received by us shall either be in the customary form of such drafts, or contain on the face of the instrument the words “draft” or “bill of exchange.” Each draft must designate us as collecting and/or presenting bank to make presentation to you for acceptance. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 41 CONFIDENTIAL ©Bank Of America Corporation You appoint us as your true and lawful attorney-in fact to act in your name, place and stead, solely for the purpose of signing your acceptance on drafts in accordance with the procedures outlined below. You hereby grant to us all powers necessary for us to sign your acceptance and thereby bind you to such acceptance. We will date your acceptance, specifying your name, and will sign as your agent and attorney-in-fact. We are also authorized to sign your name on your behalf without stating your name or our capacity hereunder. This appointment and grant is deemed coupled with an interest and may be revoked only by written notice of termination. You will indemnify us against and hold us harmless from and defend us against any and all liabilities, claims, costs, expenses and damages of any nature (including Legal Expenses) that may directly or indirectly result or arise from or be incurred in connection with: • Any acceptance or other actions performed by us as attorney-in-fact, except to the extent directly caused by our gross negligence or willful misconduct • Any dishonor of a draft by you; and/or • Any breach of or default under this Incoming Collections Service by you We shall, within a reasonable time after receipt of your authorization to accept the draft, accept such draft on your behalf by signing your acceptance on such draft. Within a reasonable time thereafter, we will send an electronic notification to you. Such notification will include your name, address and reference number, the amount of the draft, its payment tenor, the maturity date, the drawer’s name and the presenter’s name. You authorize us to accept, pay or reject incoming collections on your behalf. All drafts which we accept on your behalf, in the capacity as your attorney-in-fact, shall conclusively be deemed to have been accepted in fact by you fully and for all purposes, as if your had signed or executed the acceptance and such draft. You authorize us to debit your appropriate account for authorized payments. STANDBY AND COMMERCIAL LETTERS OF CREDIT AND GUARANTEES ISSUED Our Electronic Trade Services Standby,Commercial Letters of Credit and Guarantees Issued Service includes, but is not limited to, allowing you to request us, by electronic transmission, to issue a commercial or standby letter of credit or a guarantee. If electronic transmission is unavailable, you may request us to issue such letters of credit or guarantees by fax transmission. Each letter of credit or guarantee which we agree to issue will be for your account or the account of another entity you designate. Each commercial letter of credit we issue will be subject to the UCP and, when applicable, the eUCP, each standby letter of credit we issue will be subject to the ISP98 and each guarantee will be subject to URDG758 and/or such governing law as may be approved from time to time. A letter of credit may be issued by any of our authorized offices or affiliates within or outside the United States of America. A guarantee may be issued by any of our authorized offices or affiliates outside the United States of America. More detailed terms and conditions concerning the Electronic Trade Services Standby,Commercial Letters of Credit and Guarantees Issued Service can be found in the Master Standby Letter of Credit Agreement and/or the Master Commercial Letter of Credit Agreement and/or the Master Guarantee Issuance Agreement (collectively, the Master Agreements ). Prior to using the Electronic Trade Services Standby, Commercial Letters of Credit and Guarantees Issued Service you will have to execute the applicable Master Agreement. To the extent a discrepancy occurs between this Booklet and your executed Master Agreement(s) , such discrepancy will be resolved by giving precedence to the respective Master Agreement. YOUR RESPONSIBILITIES You represent and warrant to us as of the date of your issuance request of each commercial letter of credit and each drawing that you or the importer has obtained all applicable and/or required licenses and other governmental approvals required for the import, export, shipping, storage of, financing of or payment for the goods and documents described in the letter of credit. You further represent and warrant to us, for each commercial and standby letter of credit issued, that you have the authority to enter into such letter of credit and that the letter of credit will not violate or conflict with any of the provisions of the applicable constituent documents or any other agreement or undertaking to which you are a party. The transactions underlying the letter of credit are not prohibited under the foreign asset control or other regulations or laws of the United States of America or the applicable regulations or laws of any other jurisdiction. You will obtain, or cause to be obtained, insurance covering fire and other usual risks on all goods described in each commercial letter of credit issued by us. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 42 CONFIDENTIAL ©Bank Of America Corporation You will reimburse us upon demand all monies paid by us under or in respect of each such letter of credit or guarantee, including payments on any draft, acceptance, order, instrument or demand drawn or presented under the letter of credit or guarantee. You will pay us on demand interest on all amounts paid by us or any other nominated bank under each letter of credit or guarantee from the date of such payment until we receive reimbursement at a rate per annum specified in the applicable User Documentation. You will reimburse us in the currency in which the letter of credit or guarantee is denominated (or, at our option, the equivalent of the denominated currency amount in U.S. Dollars or the currency of the country in which the letter of credit or guarantee was issued at the rate of exchange quoted by us in the city in which the letter of credit or guarantee was issued for the sale of the denominated currency against U.S. Dollars or such other currency on the date on which the denominated currency amount is paid by us). Regardless of the expiration of the letter of credit or guarantee, you will remain liable for all such amounts until we are released from liability to all persons entitled to draw or demand payment under the letter of credit or guarantee. As a condition to our agreement to issue a letter of credit or guarantee, we may require you at any time to make with us a cash deposit, which may not accrue interest or earnings credit, and to grant us a security interest in the underlying goods and documents of title and/or any other property or accounts as we reasonably determine as security for your obligations to us. You will pay us Legal Expenses incurred by us in connection with each letter of credit or guarantee including without limitation our defense of any proceeding initiated by you to enjoin payment or negotiation by us of a letter of credit or guarantee even if you are awarded such relief, provided only that we have acted in good faith in defending such action. If you request the issuance of a letter of credit or guarantee listing one of your Subsidiaries or another entity as the account party, each such request will be considered a request by you for the issuance of a letter of credit or guarantee, and you will assume all liabilities and obligations with respect to such letter of credit or guarantee. You represent and warrant to us that you will derive substantial economic benefit from each underlying transaction relating to each request for the issuance of a letter of credit or guarantee listing your Subsidiary or another person as the account party. Your obligations under each letter of credit or guarantee will not be released or discharged if: • We fail to collect any payment under such letter of credit or guarantee directly from the Subsidiary or such other entity. • Any bankruptcy, reorganization, insolvency, receivership, moratorium or other such action effecting creditors generally is filed by or against the Subsidiary or such other entity. • We receive payment from the Subsidiary or such other entity, but it is subsequently rescinded or must be returned by us. OUR RESPONSIBILITIES If we accept your request, we will issue the commercial or standby letter of credit or guarantee as described in your electronic or fax (if electronic is unavailable) transmission and pursuant to this Booklet and the UCP (with regard to commercial letters of credit), ISP98 (with regard to standby letters of credit) and URDG758 and/or such governing law as may be approved from time to time (with regard to guarantees). We will pay each commercial letter of credit pursuant to its terms, this Booklet and the UCP. We will pay each standby letter of credit pursuant to its terms, this Booklet and the ISP98. We will pay each guarantee pursuant to its terms and this Booklet and URDG758 and/or such governing law as may be approved from time to time. CHANGE OF LAW OR REGULATION If, subsequent to the issuance date of a letter of credit or guarantee, we determine that the introduction of or any change in the interpretation of any law, rule, regulation or guideline or the request of a central bank or other governmental authority will increase our costs relative to our providing the Electronic Trade Services Standby,Commercial Letters of Credit and Guarantees Issued Service, as set forth below, then, on demand, you will pay us additional amounts sufficient (as determined by us) to compensate us for such increased cost. Such increased costs could include: (i) reserve, deposit, assessment or similar requirements or (ii) increases in capital adequacy requirements. DEPOSIT ON TERMINATION EVENT If there occurs an event which permits us, under the Suspension and Termination section of this Booklet, to terminate this Service immediately, you will deposit with us, on demand and as cash security for your obligations to us, an amount equal to the aggregate undrawn amount of the letters of credit and guarantees issued by us in the same currency as the letter of credit or guarantee, or, at our option, its equivalent in U.S. Dollars or the currency of the country in which the letter of credit or guarantee was issued. You will not withdraw any amount so deposited except to the extent such amount exceeds the undrawn AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 43 CONFIDENTIAL ©Bank Of America Corporation and unreimbursed amount of the letter(s) of credit and guarantees. If the amount deposited by you under this Booklet for a letter of credit or guarantee is in a currency different than the currency in which such letter of credit or guarantee is payable and the amount so deposited becomes less than the value of the undrawn amount of the letter of credit or guarantee because of any variation in rates of exchange, you will deposit with us additional amounts in such other currency so that the total amount deposited by you under this Booklet is not less than the equivalent value of the undrawn amount of the letter of credit or guarantee, determined by using the rate of exchange quoted by us on the date of our latest demand. BANK PAYMENT OBLIGATION - BUYER Our Bank Payment Obligation (“BPO”) Service provides you with the processing, handling, submission, receiving, reporting and comparison of data in connection with BPOs and related underlying trade transactions. The BPO is communicated in an ISO20022 certified BPO XML message exchanged between banks via SWIFTNet. In addition to delivering process efficiencies, the Service offers you and your seller opportunities for payment assurance, financing, sovereign, economic, and obligor bank risk mitigation, as the situation warrants. The BPO may be on immediate or deferred payment terms. All BPOs (and all transactions thereunder) must be subject to the URBPO. Capitalized terms used in this BPO Service description but not otherwise defined have the meanings ascribed to them in the URPBPO. While not all-inclusive, the following summarizes our BPO Services: Establishing a Baseline. You will electronically transmit to us, in accordance with applicable User Documentation, purchase order data and data for the BPO conditions, either concurrently, or first purchase order data and then data for the BPO conditions. When we receive the required data, at our discretion, we will submit them to a Transaction Matching Application (“TMA”). The seller will also be confirming the purchase order data and the data for the BPO conditions to the Recipient Bank for submission to the TMA. If the submitted data matches on the TMA, the Baseline is an Established Baseline. At this point in time the BPO is effective and irrevocable but conditional and Client will receive from us, via electronic transmission, a notification of BPO issuance and a Baseline Match Report establishing a Baseline. Matching. After seller arranges for the relevant Data Set to be submitted to Recipient Bank, and in turn Recipient Bank submits them to TMA for matching, you may receive from us at our option, via electronic transmission, a BPO Data Set Match Notification attaching a Data Set Match Report. The Notification, among other things, will ask for your instructions on accepting any Data Mismatches and commensurate deductions or increases in submission value or alternatively, whether you wish to reject the submission. We will then submit your instructions to the TMA. Notwithstanding the foregoing, we reserve all rights to review Data Mismatches and reject or accept them in our sole discretion. Upon a successful TMA Data Set match or upon our acceptance of Data Mismatches, the BPO will become a direct payment obligation which is due and payable, and we will honor according to the agreed payment terms. Settlement. If the terms of the BPO call for immediate, at sight payment, we will debit your account or settle with you as per your instructions for the BPO amount and remit the funds to Recipient Bank. In the case of a deferred payment BPO, we will notify you via electronic transmission that the BPO has been honored, the BPO amount, and the date upon which the BPO will mature. We will then settle with you at maturity by debiting your account with us or per your instructions. With regard to the Bank Payment Obligation Service, more detailed terms and conditions can be found in the applicable Bank Payment Obligation documentation to be entered into by you and us. To the extent a conflict exists between this Amendment and the applicable Bank Payment Obligation documentation the terms and conditions in the Bank Payment Obligation documentation will govern. OPEN ACCOUNT Our Electronic Trade Services Open Account Service permits you electronically to (i) inform us of your purchase order details, instruct us on examining required documents for compliance with your purchase orders and instruct us to pay the presenting party and (ii) provide notification to your vendors of open account transactions initiated through electronic means. Purchase Orders. You will electronically transmit to us, in accordance with applicable User Documentation, files of purchase orders you have sent to your vendors with instructions to present documents to us. The electronic files will be in such format(s) and transmitted through such channel(s) as you have selected and we have approved. If you are not requesting us to issue a commercial letter of credit, each transaction will be flagged as an “open account” payment type. When we receive required documents, we will review them according to your purchase order terms. If and as provided by the open account payment type selected by you, we will match the documents against the pertinent purchase orders housed on AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 44 CONFIDENTIAL ©Bank Of America Corporation our electronic database in accordance with the parameters established by you and accepted by us. If you have sufficient Collected and Available Funds in the account you have designated, we will pay the presenting vendors as provided under the open account payment type selected by you from the following three types: • Importer matching – you match the documents against your copy of the pertinent purchase order and instruct us how much to pay to the presenter and when to pay. • Bank matching – we match the documents against our electronic file of the pertinent purchase order, following the parameters established by you; we then electronically inform you, indicating whether they are compliant or non- compliant, and await your payment instructions. • Auto-pay – we match the documents as described above, and, if we determine they are compliant, make payment to the presenter; if we determine that the documents are non-compliant, we make payment only upon your express instructions. Notification of Open Account Transactions. With respect to open account notification letters, we will notify, by Electronic Trade Services, fax, courier or mail as instructed by you, your vendors of (i) our receipt of such notices naming them as vendor and (ii) any payments made pursuant to drawings under such open account transactions. STANDBY LETTERS OF CREDIT-ADVISED (CONFIRMED/UNCONFIRMED) Our Electronic Trade Services Standby Letter of Credit-Advised Service includes, but is not limited to, allowing you to receive advice, by electronic transmission, of (i) our receipt of any standby letter of credit naming you as beneficiary; (ii) our confirmation of any such letter of credit; (iii) the status of any documents or payments with regard to any Standby Letter of Credit-Advised; and (iv) any payment made pursuant to a drawing under any such letter of credit. You may elect to have Standby Letters of Credit-Advised of a Subsidiary or other entity reported to you with our Electronic Trade Services Standby Letter of Credit-Advised Service. You agree that the Subsidiary or other entity will provide us with a written authorization, in a form acceptable to us, for us to make that Subsidiary or other entity’s information available to you. General. The Standby Letter of Credit-Advised and the Full Transfer (as described below) must be subject to UCP or ISP98, and our rights hereunder are in addition to rights we have under UCP or ISP98, as applicable. Full Transfer. You may request the transfer of all of your rights as beneficiary of a Standby Letter of Credit-Advised by submitting to us, for each transfer, a request providing the following information: • Standby Letter of Credit number • Name of issuing bank • Our advice number • Name and address of second beneficiary’s advising bank • Name and address of second beneficiary • Date of application If we approve the transfer, we will place the appropriate endorsement on the Standby Letter of Credit-Advised and send it to the second beneficiary or send the second beneficiary a transferred letter of credit document prepared by us. The second beneficiary will have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. You must provide us the original Standby Letter of Credit- Advised and any existing amendments. You understand that we may, at our sole discretion, refuse to approve any Full Transfer to a second beneficiary. You acknowledge that due to conditions of the original Standby Letter of Credit-Advised, certain proprietary information may be disclosed to the second beneficiary and/or to the applicant under the original Standby Letter of Credit-Advised. We will have no liability to you in the event of such disclosure and, in such event, you will indemnify and hold us harmless from all claims of third parties. You acknowledge that your rights as beneficiary in the original Standby Letter of Credit-Advised are irrevocably transferred to the second beneficiary(ies) who shall have sole rights. In that connection, your approval is not required for us to honor a discrepant presentation made by the second beneficiary. For our transfer fee, we may debit your account(s) with us, which you may designate subject to our reasonable approval. You also agree to pay us on demand any expenses which may be incurred by us in connection with this transfer. Partial Transfers. We do not permit partial transfers of Standby Letters of Credit-Advised. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 45 CONFIDENTIAL ©Bank Of America Corporation COMMERCIAL LETTERS OF CREDIT–ADVISED (CONFIRMED/UNCONFIRMED) Our Electronic Trade Services Commercial Letter of Credit-Advised Service includes, but is not limited to, allowing you to receive advice, by electronic transmission, of (i) our receipt of any commercial letters of credit naming you as beneficiary; (ii) our confirmation of any such letter of credit; (iii) the status of any presentations or payments with regard to any Commercial Letter of Credit-Advised; and (iv) notification of any payment pursuant to a presentation under any such letter of credit. The Commercial Letter of Credit–Advised Service also facilitates electronic preparation of required documents under such advised letters of credit using electronic data captured through our electronic advising process. You may elect to have Commercial Letters of Credit-Advised of a Subsidiary or other entity reported to you with our Commercial Letter of Credit-Advised Service. You agree that the Subsidiary or other entity will provide us with a written authorization, in a form acceptable to us, for us to make that Subsidiary or other entity’s information available to you. You may prepare required documents based on your Commercial Letter of Credit-Advised details. You may then edit and locally print those documents and courier them to us for presentation. General. All Commercial Letters of Credit-Advised (and any transactions thereunder, including transfers) must be subject to the UCP and our rights herein are in addition to rights we have under the UCP. REQUESTS FOR TRANSFERS Partial Transfers. You may request the partial transfer of your rights as beneficiary, with or without substitution of invoices, of Commercial Letters of Credit-Advised by submitting to us, for each transfer, a request providing the following information: • Date of application • Whether the transfer is with or without substitution of invoices and/or drafts • Whether you refuse to allow amendments to be passed automatically to the second beneficiary without your consent • Our Commercial Letter of Credit-Advised reference number • Name of issuing bank • Name and address of second beneficiary • Name and address of second beneficiary’s advising bank • Amount to be transferred • Description of merchandise subject to the transfer • Unit price (if any) • Expiration date for the transferred Commercial Letter of Credit-Advised • Latest shipment date for the transferred Commercial Letter of Credit-Advised • Number of days after shipment within which documents must be presented for the transferred Commercial Letter of Credit-Advised • Insurance percentage (if applicable) for the transferred Commercial Letter of Credit-Advised If we approve the transfer, we will advise the second beneficiary of the terms and conditions of the transferred credit by full text teletransmission, mail/airmail or courier (as we deem appropriate). With respect to all partial transfers, whether with or without substitution of invoices, you may refuse to allow us to notify the second beneficiary(ies) of any future amendment(s) received under the original Commercial Letter of Credit-Advised. If you elect transfer with substitution of invoices, then, on our first demand, you will deliver to us within one (1) Business Day your draft, commercial invoice and any other required documents in compliance with the terms of the original Commercial Letter of Credit-Advised. The draft and documents are in substitution of those presented by the second beneficiary. When (i) the documents of the second beneficiary and the substitution documents from the first beneficiary are determined to comply with the terms of the Commercial Letter of Credit-Advised or, if determined to be discrepant, are taken up by the issuing bank and (ii) we are in receipt of funds, we will pay you in accordance with your instructions for the amount of the difference between your draft and the draft of the second beneficiary, less any fees due and payable to us in connection therewith. If you fail, at our first demand, to deliver to us your drafts, invoices and other required documents as AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 46 CONFIDENTIAL ©Bank Of America Corporation stated above, you acknowledge our right to present invoices and other documents received from the second beneficiary in accordance with the instructions of the original Commercial Letter of Credit-Advised. You also understand that we will not pay you the difference between the amount of the draft of the second beneficiary and the amount authorized to be paid to you under the original Commercial Letter of Credit-Advised. Full Transfers. You may request the transfer of all of your rights as beneficiary, without substitution of invoices, of Commercial Letters of Credit-Advised by submitting to us, for each transfer, a request providing the following information: • Date of application • Our Commercial Letter of Credit-Advised reference number • Commercial Letter of Credit-Advised number (issuing bank’s number) • Name of issuing bank • Name and address of second beneficiary • Name and address of second beneficiary’s advising bank • Amount to be transferred If we approve the transfer, we will place the appropriate endorsement on the Commercial Letter of Credit-Advised and send it to the second beneficiary or send the second beneficiary a transferred letter of credit document prepared by us. The second beneficiary will have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. For any transfer, you must provide us the original Commercial Letter of Credit-Advised and any existing amendments. You understand that we may, at our sole discretion, refuse to approve any full or partial transfer to a second beneficiary. You acknowledge that due to conditions of the original Commercial Letter of Credit-Advised, certain proprietary information may be disclosed to the second beneficiary and/or to the buyer under the original Commercial Letter of Credit-Advised. We will have no liability to you in the event of such disclosure and, in such event, you will indemnify and hold us harmless from all claims of third parties. You acknowledge that your rights as beneficiary in the original Commercial Letter of Credit-Advised (up to the amount shown in your request with respect to partial transfers) are irrevocably transferred to the second beneficiary(ies) who shall have sole rights (but only up to the amount shown in your request in the case of a partial transfer). In that connection, your approval is not required for us to honor a discrepant presentation made by the second beneficiary. For our transfer fee, we may debit your account(s) with us, which you may designate subject to our reasonable approval. You also agree to pay us on demand any expenses which may be incurred by us in connection with this transfer. INFORMATION REPORTING AND IMAGE ACCESS We will make available to you, subject to the terms of the Information Reporting section of this Booklet, reports including, but not necessarily limited to, standby letter of credit transactions issued and/or advised, commercial letter of credit transactions issued and/or advised, bankers’ acceptances, collections and open account transactions, as more fully described in the applicable User Documentation. We will also make available to you images including, but not necessarily limited to, your relevant documents as they relate to your letter of credit transactions, collections and open account transactions, as more fully described in the applicable User Documentation. SUPPLEMENTAL CD-ROM/ DVDs SOFTWARE LICENSE PROVISIONS This section supplements the Software License Agreement, entered into between you and us as a supplement to the Software License section of the Booklet, with respect to Software we provide for the Image Services, under which we provide you with CD-ROM/DVDs, and shall control in the event of conflict between it and the balance of the Software License Agreement. This section does not apply to the Image Lockbox Service. If we provide you a CD-ROM/DVD which contains a media defect or is unreadable in its entirety, you must notify us in writing of such defect within 30 days after the CD-ROM/DVD creation date appearing on the CD-ROM/DVD. If you provide us with such notice within such time period, we will use reasonable efforts to replace the CD-ROM/DVD. You acknowledge and agree that this shall be our sole obligation and your sole remedy with respect to any such defects in the CD-ROM/DVD. Notwithstanding anything to the contrary in the Suspension and Termination section of the Booklet, if an Image Service under which we provide you with CD-ROM/DVDs is terminated for a reason other than your breach of any terms and AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 47 CONFIDENTIAL ©Bank Of America Corporation conditions in this Amendment, you may continue to use the Software and Materials for such Service after termination of such Service for six months, or for such longer period as Bank approves, subject to the terms of this section or such other software license agreement as we, at our election, require you to sign for this purpose. At the end of such six-month or longer period, the license for your use of such Software and Materials will then terminate automatically SUPPLY CHAIN SUPPLY CHAIN BUYER Our Electronic Trade Services Supply Chain Service permits you electronically to (1) upload invoices that you have approved for payment, (2) make these uploaded invoices available to your vendor for early financing, (3) make payments on these uploaded invoices and (4) inquire and report on the status of these uploaded invoices. Invoice Upload. You will electronically transmit to us, in accordance with applicable User Documentation, files of invoices that you have approved for payment on a future date and which you wish us to make available to your vendors for early financing. The electronic files will be in such format(s) and transmitted through such channel(s) as you have selected and we have approved. Approval of Uploaded Invoices and Payment. Once invoices have been made available to the vendor, we will, at our discretion, respond to their request for early financing and will pay the vendors accordingly. On the maturity date of the invoice, we will collect funds from the account you have designated. If your vendor decides not to discount an invoice, you will, at maturity date, make payment to them through us. Reporting. Information reporting is available to you on the status of each invoice and payment related to each such invoice as further described in the applicable User Documentation. SUPPLY CHAIN SELLER Our Electronic Trade Services Supply Chain Service permits you electronically to (1) select invoices that you wish to be considered for early financing and (2) inquire and report on the status of these selected invoices. Invoice Selection. You will have visibility into approved invoices that are available for discounting which you can group together and electronically request us to finance. On receipt of a request from you, we will discount these invoices at an agreed upon rate from the date of discount until maturity. We are not obligated to discount each invoice, and will treat them on a case by case basis. If you decide not to discount an invoice, you will, at maturity date, receive payment from your buyer through us. Reporting. Information reporting is available to you on the status of each invoice and payment related to each such invoice as further described in the applicable User Documentation. With regards to all Services covered by our Electronic Trade Services Supply Chain Service, more detailed terms and conditions can be found in the applicable Supply Chain Service Documentation to be entered into by you, us and your vendor or buyer, as applicable. To the extent a conflict exists between this Booklet and the applicable Supply Chain Service Documentation, the terms and conditions in the Supply Chain Service Documentation will govern. SUPPLEMENTAL LIMITATION OF LIABILITIES AND INDEMNIFICATION FOR ALL ELECTRONIC TRADE For each Electronic Trade Service, this section supplements the Limitation of Liability section of this Booklet. You have sole responsibility for determining the level of security you require and assessing the suitability of the security procedures for these Services. We have no duty to investigate the authenticity of any application, instruction or other communication you provide us using an Electronic Trade Service. Also, we will have no liability to you for acting upon any application, amendment or other communication purportedly transmitted by you, even if such application, amendment or message: • Contains inaccurate or erroneous information. • Constitutes unauthorized or fraudulent use of an Electronic Trade Service. • Includes instructions to pay money or otherwise debit or credit any account. • Relates to the disposition of any money, securities or documents. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 48 CONFIDENTIAL ©Bank Of America Corporation • Purports to bind you to any agreement or other arrangement with us or with other persons or to commit you to any other type of transaction or arrangement. We are authorized, but not obliged, to rely upon and act in accordance with any application, instruction, consent or other communication by fax or other electronic transmission (including without limitation any transmission by use of our Software or a Website) received by us purporting to be a communication on your behalf without inquiry on our part as to the source of the transmission or the identity of the person purporting to send such communication. We are also authorized, but not obliged, to rely upon and act in accordance with any application, instruction, consent or other communication by telephone, purporting to be a communication on your behalf by an authorized person designated by you. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 49 CONFIDENTIAL ©Bank Of America Corporation General Provisions THE ENTIRETY OF THIS GENERAL PROVISIONS SECTION OF THIS BOOKLET TOGETHER WITH THE APPLICABLE SERVICE SECTIONS HEREIN FORMS THE AGREEMENT BETWEEN YOU AND US WITH RESPECT TO THE SERVICES DEFINED THROUGHOUT THIS BOOKLET. ACCESSING SERVICES VIA THE INTERNET We may make certain Services available via one or more Websites. In addition to any other terms and conditions applicable to your use of such Websites, you agree as follows: We reserve the right to suspend your access to, and use of, a Website upon notice of a violation of any of the terms and conditions applicable to such access and use. In addition, we may suspend your access to, and/or use of, a Website immediately, or revoke the access of any authorized user or administrator, without notice where such action may be required to prevent interference with or disruption to services to other customers, to protect the integrity of our systems, as a result of a failure to comply with any requests for information or documentation, or as may be required by law or regulation. Websites shall be used only for lawful purposes. Without limiting the foregoing, you agree not to use a Website in any way that would: • infringe any third party copyright, patent, trademark, service mark, trade secret or other proprietary rights or rights of publicity or privacy • be fraudulent or involve the use of counterfeit or stolen items • violate any law, statute, ordinance or regulation (including, without limitation, those governing export control, unfair competition, anti-discrimination, defamation or false advertising) • violate any contractual provision by which you are bound • be false, misleading or inaccurate • create liability for us or any service provider(s) or cause us to lose (in whole or in part) the services of any service provider • be defamatory, trade libelous, unlawfully threatening or unlawfully harassing • interfere with or disrupt computer networks connected to the network(s) used by you • interfere with or disrupt the use by any other customer of the Website and/or of any services accessed via the Website Violations of system and network security are prohibited, including but not limited to unauthorized access to, or use of, systems or data. You agree not to attempt to probe, scan or test the vulnerability of a system or to breach security or authentication measures or to seek to interfere with any system or network security. We will investigate violations of system and/or network security and may involve law enforcement if criminal conduct is suspected. Indirect or attempted violations of these terms and conditions by you, and any actual or attempted violations by a third party on your behalf, shall be considered violations by you. You agree to follow all our procedures and requirements with respect to security in accessing and using a Website and not to misrepresent your identity. Where passwords or other access information may be required, you are solely responsible for the security of such access information and will hold us harmless from any unauthorized access to or use of systems that may result from your failure to properly maintain the security of such access information. You agree to cooperate with us and any service provider(s) with regard to your access to, and use of, a Website, including providing such technical assistance and information as we may reasonably request. You agree to access and use Websites only for the purpose intended and not for any purpose of commercial exploitation. CHANGES TO A SERVICE You may request us at any time to change the processing instructions for any Service. We are not obligated to implement any requested changes until we have had a reasonable opportunity to act upon them. In making changes, we are entitled to rely on AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 50 CONFIDENTIAL ©Bank Of America Corporation requests purporting to be from you. For certain changes, we may require that your requests be in writing, in a form and manner acceptable to us, or be from an authorized person you designate. In addition, certain requests for changes may be subject to our approval. We may change, add or delete any of the terms and conditions applicable to any or all Services upon 30 days prior notice to you in writing or by electronic means. Your continued use of or failure to terminate any Service, after the effective date of the change, will indicate your agreement to the change. COMMUNICATIONS Any written notice or other written communication to be given under the terms of this Booklet will be addressed to the applicable address specified on the Authorization and Agreement form you return to us, except as you or we specify otherwise in writing in conjunction with your accounts or particular Services. Notices are effective upon receipt, except as otherwise provided in this Booklet or any Materials. You agree that we may electronically monitor and/or record any telephone communications with you in those countries which permit that practice. If our records about any such communication are different from yours, our records will govern. If you choose to use unencrypted electronic mail to initiate payment requests or other instructions or otherwise communicate with us, your use of such electronic mail with respect to a Service will be subject to the terms and conditions of this Booklet and will comply with the applicable User Documentation. You further agree to bear the risk that such electronic mail may be corrupted, modified, garbled or hacked or its confidentiality may be breached by a third party and the risk that we will rely on such mail, which appears to be from you but which is unauthorized, and that such reliance will result in a loss. In addition, you agree that we may rely on the integrity of facsimile transmissions that you send us and you agree to bear the risk that the information we receive differs from that sent to us, and that such reliance will result in a loss. CONFIDENTIALITY OUR OBLIGATION We will maintain the confidentiality of information obtained from you in connection with Services we provide under this Booklet in accordance with our normal procedures for safeguarding customer information and the policy reflected in the Bank of America Corporation Code of Ethics, except as otherwise provided herein. YOUR OBLIGATION You acknowledge our claim to proprietary rights in the Materials and that the Materials constitute our “trade secrets” or trade secrets of our licensors or vendors. You understand that all Materials are confidential and you will: • Safeguard the Materials at all times. • Establish and maintain procedures to assure the confidentiality of the Materials and any password or code subsequently changed by you. • Use the Materials only for the purposes for which we provide them. • Notify us promptly by telephone, confirmed in writing, if any Materials are lost or their confidentiality is compromised. • You will not, nor will you allow anyone else to, do any of the following without our prior consent: • Disclose any Materials to any person or entity, except to your employees and agents with a need to know the Materials. • Make any copies, in whole or in part, of any Materials in whatever form or medium (electronic, printed or otherwise) in which they may exist from time to time, except as provided in the Software License section. • Translate, reverse engineer, disassemble or decompile any Software or security devices. These confidentiality obligations continue after a Service you are using is terminated. You have sole responsibility for the custody, control and use of all Materials. You agree that no individual will be allowed to initiate a request or other instruction contemplated in this Booklet or to have access to any Materials without proper supervision and strict security controls. If a Service requires use of user identification codes or passwords, we will be fully protected in relying on the correct user identification codes and passwords, as described in the relevant User Documentation. GENERAL AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 51 CONFIDENTIAL ©Bank Of America Corporation This section does not limit either party’s ability to disclose information (i) that the other party has approved by prior writing for disclosure; (ii) that is disclosed to its professional advisors or auditors; (iii) that is or becomes public other than through a breach of these confidentiality obligations, (iv) that was in its possession or available to it from a third party prior to its receipt of it in connection with any Service, (v) which is obtained by it from a third party who is not known by it to be bound by a confidentiality agreement with respect to that information, (vi) as required or requested by any securities exchange or regulatory body to which either party is subject or submits or (vii) as otherwise required to be disclosed by law or by legal or governmental process. In addition, you agree (i) that we may disclose to our offices, affiliates, officers, employees and agents with a need to know any information we obtain about you and (ii) that those offices, affiliates, officers, employees and agents may disclose such information as permitted under the immediately preceding paragraph. You acknowledge and agree that data processing related to Services covered by this Booklet and your associated accounts, or the partial or complete delivery of certain Services, may take place in countries other than those where you and your accounts with us are located. You further understand that information concerning your relationship with us may be available on our electronic data system both for information management purposes and in order to enable you to benefit from our electronic banking services. You understand and agree that, as a result, your banking relationship information may be available to some of our offices, affiliates, officers, employees and agents outside the country or countries where you and your accounts are located. You authorize us to transmit your banking relationship information across national borders, notwithstanding the banking secrecy laws of any of the countries involved, as necessary or appropriate to provide any Services. It is possible that in providing the Services we will transmit Personal Data. We will only transmit Personal Data to our locations, to locations of our affiliates or to others in order to provide the Services. We may contract with others to provide data transmission or storage services to us. In that case, we will require that they treat Personal Data solely in accordance with our instructions. You agree to comply with any directions we may give you from time to time with respect to the Personal Data. Neither party will use the other’s name or refer to the other party directly or indirectly in any solicitation, marketing material, advertisement, news release or other release to any publication without receiving the other party’s specific prior written approval for each such use or release, except that we may use your name as a reference in service proposals if we obtain your prior oral approval for such use. In addition, the Bank may develop and use case studies related to and describing completed transactions between Bank and Client (the “Case Study”) and use the Case Study in Bank’s service proposals, marketing materials and Website. Prior to publishing or distributing the Case Study, Bank will provide a copy of the Case Study to Client for review and consent. This section also does not limit our ability or that of our affiliates to access and use transaction data related to any Service provided to you in connection with the management of our or their business. These obligations continue after any Service you are using is terminated. CURRENCY EXCHANGE RATES If a transaction does not contain currency exchange rates obtained from our daily rate sheet or from one of our FX Advisors, then your funds will be exchanged for such other currency at a current rate of exchange on or before the transfer or debit date, as the case may be, in accordance with our normal procedures (including applicable User Documentation). If we assign an exchange rate to your transaction, such exchange rate will be determined by us in our sole discretion based upon such factors as we determine relevant, including but not limited to, market conditions, exchange rates charged by other parties, desired rates of return, market risk, credit risk, and other market and economic factors. You acknowledge that exchange rates for retail and commercial transactions, and for transactions effected after regular business hours and on weekends, are different from the exchange rates for large inter-bank transactions effected during the business day, as reported in The Wall Street Journal or elsewhere. Exchange rates offered by other dealers, or shown at other sources (including online sources) may be different from our exchange rates. You acknowledge that assigned exchange rates may include fees, costs, charges or other mark ups as determined by us in our sole discretion. We do not accept any liability for our exchange rates, Any and all liability for our exchange rates is disclaimed, including without limitation, direct, indirect or consequential loss, and any liability if our exchange rates are different from rates offered or reported by third parties, and/or offered by us at a different time, at a different location, for a different transaction amount, or involving a different payment media (including but not limited to bank-notes, checks, wire transfers, etc.).You should assume we have an economic incentive to be a counterparty to AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 52 CONFIDENTIAL ©Bank Of America Corporation any transaction with you. Currency exchange rates fluctuate over time, and you acknowledge and accept the risks of such fluctuations: (i) in the case of Requests, between the time you initiate a Request and the time the transfer is either completed or is unwound due to a cancellation, amendment, rejection or return, (ii) in the case of checks, between the time you request us to create a check and the time we debit your account to cover such check and/or the time we re-credit your account if the check is stopped in accordance with the applicable stop payment procedures and (iii) in the case of drafts, between the time you print a draft, or request us to print a draft, and the time we transfer funds from your account to cover such draft. PRE-HEDGING DISCLOSURE: From time to time in connection with our market making and other activities, we may engage in pre-hedging activities to facilitate customer transactions and hedge the associated market risk. Such trading may include pre-execution hedging transactions. These transactions will be designed to be reasonable in relation to the risks associated with the potential transaction with you. However, no assurance can be given that these transactions will not affect the price of the underlying currency. In each of these instances, our trading activity could affect the market for the relevant currencies and consequently, your cost or proceeds, When our hedging and risk liquidation activity is completed at prices that are superior (or inferior) to the agreed upon execution price or benchmark, we will keep the positive (negative) difference as a profit (loss) in connection with the transactions. You will have no interest in any profits. NOTICE OF ACCOUNT STATEMENT DISCREPENCIES Information concerning payments and other transactions on your accounts will be reflected in your account statements and, in some cases, in the form of written or electronic advices or reports that are produced by the Service and/or through the use of other Services provided by us to you. You must send us written notice, with a statement of relevant facts, within 14 days after you receive the first notice or statement indicating a discrepancy between our records and yours. If you fail to give the required notice, we will not be liable for any loss of interest or for compensation for any other loss or cost relating to an unauthorized or erroneous debit to your accounts or any other discrepancy reflected in the notice or account statement. You must notify us promptly by telephone or other electronic means approved by us for such purpose, and promptly confirm such notice in writing, of information concerning an unauthorized or erroneous debit to your accounts if you learn about or discover it from any source other than a statement, advice or report from us. E-STATEMENTS If you use a Website, you will receive e-Statements electronically, unless you opt out. If you are not currently receiving e- Statements, we reserve the right to switch you to receipt of e-Statements unless you notify us that you wish to opt out. You may opt out by contacting your treasury services representative. You agree that this Booklet constitutes an agreement under the Uniform Electronic Transactions Act pursuant to applicable state law. FACSIMILE SIGNATURES In some countries, businesses use a variety of techniques to produce a facsimile signature manually or by means of a device or machine (each generally called a facsimile signature) as a convenient method for signing checks, documents and other items. If you choose to use a facsimile signature, you must provide us with a specimen of each facsimile signature. You are responsible for any withdrawal from your deposit account that bears or reasonably appears to us to bear your facsimile signature, regardless of by whom or by what means the signature was placed on the check. If you choose to use a facsimile signature, you are responsible, and we may pay a withdrawal and debit your account for any such withdrawal, even if (i) you have not presented us with a specimen facsimile signature; (ii)the size, color or style of the check is different from that of the check you use; or (iii) the size, color or style of the facsimile signature is different from that of the facsimile signature you use. You are responsible for taking security measures and implementing procedures to prevent the forgery, theft or fraudulent or unauthorized use of your facsimile signature. THIRD PARTY VENDORS This section describes the terms and conditions under which you are permitted to utilize any Subsidiary or other person, including a Third Party Vendor, to access any of the Services provided to you by us (which may include the Third Party Vendor’s receipt, access to, and/or handling of any related sensitive information) through the use of a remote access software package, a Website, data file transmission, mail delivery service, mobile access or telephone, as applicable. SUPPLEMENTAL LIMITATION OF LIABILITIES AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 53 CONFIDENTIAL ©Bank Of America Corporation We will not be responsible for the acts or omissions of you or your officers, employees or agents, including any Third Party Vendors retained by you (including but not limited to the amount, accuracy, timeliness or authorization of any instructions or information) or the acts or omissions of any other person or entity, including but not limited to any clearing house association or processor, any U.S. Federal Reserve Bank or any other country's central bank, any other financial institution or any Supplier, and no such person or entity will be deemed our agent. If you permit any Subsidiary or other person, including a Third Party Vendor, to access any of the Services provided to you (which may include the Third Party Vendor’s receipt, access to, and/or handling of any related sensitive information or PHI) through the use of a remote access software package, a Website, data file transmission, mail delivery service, mobile access or telephone, we will not be responsible or liable for such Subsidiary’s, person’s or Third Party Vendor’s use or misuse of the Services or related accounts or any such party’s access to, use, misuse or loss of any PHI or other sensitive information; provided we have complied with any applicable Security Procedure.. We may and will treat all instructions and information received by us through this arrangement as provided by and for the benefit of you and subject to all our rights under this Booklet with respect to the pertinent Services. THIRD PARTY VENDOR USAGE OF TREASURY SERVICES YOUR REPRESENTATIONS, WARRANTIES, AND AGREEMENT SURROUNDING THIRD PARTY VENDORS. You represent and warrant to us that you obtain a business benefit by allowing a Third Party Vendor to use, on your behalf, one or more of the Services provided to you by us (which may include the Vendor’s receipt, access to, and / or handling of any related sensitive information or PHI), and that you have made available to each Third Party Vendor the Booklet and all applicable User Documentation. You will provide and maintain a list of all such Third Party Vendors in a form and in a manner acceptable to us. We may act under the Booklet as a Third Party Vendor instructs us and you agree that such Third Party Vendor will be acting as your agent with respect to the Services. You further agree that you will cause a Third Party Vendor to use the Services on your behalf in accordance with the terms and conditions of the Booklet and all applicable User Documentation and that such Third Party Vendor shall have no other right to use a Service or to derive any benefit under the Booklet. You agree that you are fully responsible for ensuring that all appropriate information protection, privacy, and cross border data movement and similar policies and procedures are implemented and followed by all such Third Party Vendors used by you, and that they comply at all times with applicable law. You shall provide us with information about any such Third Party Vendor as we reasonably request. You will indemnify us and hold us harmless from and against any and all liabilities, losses, claims, costs, expenses and damages of any nature (including but not limited to the allocated cost of staff counsel, reasonable attorneys’ fees and any fees and expenses incurred in enforcing the Booklet) (cumulatively, a “Loss”) in any way relating to any action or inaction of a Third Party Vendor, unless such Loss is attributable to our gross negligence or intentional misconduct. We may, at our sole discretion, either decline to act upon any instruction or communication received from any Third Party Vendor or terminate or suspend your use of the underlying Service, if, in our sole discretion, we determine that a Third Party Vendor may pose a risk to our operations or a Third Party Vendor or you breach any term herein or the applicable User Documentation. In the event you terminate your relationship with a Third Party Vendor it is your sole responsibility to terminate such Third Party Vendor’s access to the Services (including access to any related PHI or other sensitive information). In the event of a conflict between like terms in another agreement between you and us, then the terms of this section shall prevail, but only to the extent necessary to resolve such conflict. GENERAL MATTERS AGREEMENT This Bookelt is attached to the City of Fresno’s Banking Services Agreement and is made a part therein as Exhibit C. GENERAL OBLIGATIONS We are responsible only for performing the Services expressly provided for in this Booklet. We may contract with an outside vendor in providing any of these Services. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 54 CONFIDENTIAL ©Bank Of America Corporation With respect to any Service, we will provide you with assistance by telephone at the numbers and during the hours specified by us in writing from time to time. You are responsible for maintaining the security of your data and ensuring that it is adequately backed-up. We are not responsible for your loss of your data. ORAL INSTRUCTIONS Except as otherwise provided in this Booklet with respect to compliance with any applicable Security Procedure, we may rely on oral instructions from any person who identifies himself or herself by a name which is included on a written list from you of persons authorized to give such instructions. You will update this list from time to time as necessary to reflect any changes in authorized persons. Except as otherwise expressly stated in this Booklet, we are not required to act on any instruction from any person or to give notices to any person. SEVERABILITY; NO WAIVER If any provision of this Booklet or the application of any such provision to any person or set of circumstances is determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Booklet, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, are not impaired or otherwise affected and continue to be valid and enforceable to the fullest extent permitted by law. No delay or failure to exercise any right or remedy under this Booklet is deemed to be a waiver of such right or remedy. No waiver of a single breach or default under this Booklet is a waiver of any other breach or default. Any waiver under this Booklet must be in writing. GOVERNING LAW With respect to each Service, this Booklet is governed by and interpreted according to the laws of the State of Caiifornia. SECURITY PROCEDURE You agree to use the applicable Security Procedure as described in the Materials in connection with your use of a Service for your data delivery type or Service for the purpose of verifying the authenticity of any (i) electronic funds transfers or payments instructions, including, without limitation, cancellations, amendments or reversals thereto; and (ii) any instructions, data, transactions or other information sent between you and us (collectively “transactions”). The purpose of the Security Procedure is to verify the authenticity of any such transactions between you and us or our third party processor and not to detect any errors in the transmission or content of any such transactions. Each time you use a Service, you represent and warrant that, in view of your requirements, the Security Procedure is a satisfactory method of verifying the authenticity of any such transactions. You agree that we or our third party processor may act on any transactions, the authenticity of which we or our third party processor, as applicable, have verified through use of the Security Procedure. You agree that we may act on transactions, including, without limitation, electronic funds transfers and payments requests, even if they are unauthorized, if we act in good faith and comply with the applicable Security Procedure and any written agreement with you restricting our action on such transactions. In such cases, we may enforce or retain your payment to us for such transactions; provided, however, we may not enforce or retain payment if you prove that the unauthorized transactions were not caused by a person (i) entrusted at any time to act for you with respect to any such transactions or the applicable Security Procedure, (ii) who obtained access to your premises, computer equipment or transmitting facilities or (iii) who obtained, from a source controlled by you, information (such as keys and passwords) which facilitated breach of the applicable Security Procedure. LIMITATION OF LIABILITIES ALL SERVICES OTHER THAN ELECTRONIC FUNDS TRANSFER SERVICES We are liable to you only for actual damages incurred as a direct result of our failure to exercise reasonable care in providing a Service. ELECTRONIC FUNDS TRANSFER SERVICES For Requests and Entries which are subject to UCC 4A, we are liable only for damages required to be paid under UCC 4A or the Fedwire Regulations, as applicable, except as otherwise agreed in this Booklet. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 55 CONFIDENTIAL ©Bank Of America Corporation For all Requests and Entries not subject to UCC4A and for all other obligations under the Electronic Funds Transfer Services sections, our liability is limited to actual damages, resulting directly from our willful misconduct or our failure to exercise reasonable care, not exceeding the following, as applicable: (i) in case of an excessive debit to your account, the amount of the excess plus compensation equivalent to interest; (ii) in case of payment to an account not specified by you, the amount of the payment plus compensation equivalent to interest; (iii) in case of any delay in crediting a debit Entry or RCC to your account, the amount of compensation equivalent to interest for the period of delay; or (iv) in all other cases, the actual damages incurred by you. You will use reasonable efforts to assist us in recovering the amount of any overpayment for which we are liable. If we are obligated to pay interest compensation, we will pay such compensation or credit your account, as we determine, upon your written request. We calculate compensation for the relevant period as specified in the Account Agreement or as advised by your customer services representative. If you transmit a Request to us by way of a funds-transfer system or other third-party communications system not specifically required by us, the system is deemed to be your agent for that purpose. We are not liable to you for any discrepancy between the terms you transmit to such system and the terms it then transmits to us. ALL SERVICES In no event will we be liable for any indirect, consequential or punitive loss, damage, cost or expense of any nature or any economic loss or damage, expense and loss of business, profits or revenue, goodwill and anticipated savings, loss of or corruption to your data, loss of operation time or loss of contracts, even if advised of the possibility of such loss, damage, cost or expense. We will not be responsible for the acts or omissions of you or your officers, employees or agents (including but not limited to the amount, accuracy, timeliness or authorization of any instructions or information from you) or the acts or omissions of any other person or entity, including but not limited to any clearing house association or processor, any U.S. Federal Reserve Bank or any other country's central bank, any other financial institution or any Supplier, and no such person or entity will be deemed our agent. If you permit any Subsidiary or other person to access one of our Service installations on your premises through use of a remote access software package, we will not be responsible or liable for such Subsidiary or person’s use or misuse of our Services or access to accounts owned by you and for which you did not authorize that Subsidiary or person to have access via your installation. We may and will treat all instructions and information received by us through this arrangement as provided by and for the benefit of you and subject to all our rights under this Booklet with respect to the pertinent Services. We will not be liable for and will be excused from any failure or delay in performing our obligations for any Service if such failure or delay is caused by circumstances beyond our control, including any natural disaster (such as earthquakes or floods), emergency conditions (such as war, riot, fire, theft or labor dispute), legal constraint or governmental action or inaction, breakdown or failure of equipment (including Internet failure), breakdown of any Supplier, or your act, omission, negligence or fault. We also will not be liable for any failure to act on our part if we reasonably believed that our action would have violated any law, rule, regulation or court order or decree. OVERDRAFTS With respect to a Service, we may, at our sole discretion, allow an overdraft to occur in your account. Except as we agree or advise you otherwise in writing, you must repay us immediately, without demand, the amount of such overdraft plus any overdraft charges. In such cases, the fact that we previously allowed an overdraft to occur does not obligate us to do so in the future. Additional terms and conditions contained in your Account Agreement may apply. PAYMENT FOR SERVICES You must maintain and designate account(s) with us which we will use for debiting or crediting with respect to all payments and deposits and related adjustments and charges. Except as otherwise provided, you must have Collected and Available Funds on deposit in your account(s) sufficient to cover such obligations. For purposes of satisfying your payment obligations, we may consider any overdraft line of credit or other arrangement you have with us. SERVICE CHARGES AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 56 CONFIDENTIAL ©Bank Of America Corporation You will pay us for each Service you use according to our schedule of charges currently in effect for you, except as we agree otherwise (in writing) from time to time. At your request, we will provide you a copy of the current schedule of charges for the applicable Service. All charges are subject to change upon 30 days prior written notice to you (unless otherwise agreed in writing), except that any increase in charges to offset any increase in fees charged to us by any Supplier for services used in delivering any Service may become effective in less than 30 days. You will pay us for Software support in excess of that contemplated in the General Provisions sections of this Booklet. The charges for such extra support will be as specified by us before such charges are incurred or as otherwise agreed by you and us from time to time. We will, on a monthly basis, debit your account with us for payment of charges due, unless you arrange another payment procedure acceptable to us. TAXES All Service charges are exclusive of sales, value-added and use taxes, stamp and other duties and other governmental charges imposed on any Service or Materials and not based on our net income. Such taxes, duties and charges are payable by you. PROTECTION FROM THIRD PARTIES Intentionally Deleted. REPRESENTATIONS AND WARRANTIES On and as of each day we provide any Service to you, you represent and warrant to us that: • Your agreement to each provision contained in this Booklet is a duly authorized, legal, valid, binding and enforceable obligation. • The debiting of any account as provided in this Booklet is not inconsistent with any restriction on the use of that account. • All approvals and authorizations required to permit the execution and delivery of the Agreement and Authorization form and any other necessary documentation, and the performance and consummation by you of the transactions contemplated under each Service, have been obtained, including but not limited to due authorization from each applicable third party to allow you to transfer funds and access information from such party’s account. • Neither your performance of your obligations nor your use of any Service will facilitate illegal transactions, for example those prohibited by the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 et seq., or otherwise violate any law, rule, regulation, judgment, decree or order applicable to you. • The Services you receive pursuant to this Booklet are for business use only and are not primarily for personal, family or household use. • There is no lawsuit, tax claim or other dispute pending or threatened against you which, if lost, would impair your financial condition or ability to pay us under the terms of this Booklet. RESOLUTION OF DISPUTES We try to resolve our clients’ Service problems or disputes as quickly as possible. In most cases, we can resolve a problem by telephone. Any dispute or controversy concerning your use of Services described in this Booklet will be decided by a judge without a jury in a United States of America federal or state court (except as you and we expressly agree otherwise in writing). This means that in these instances you waive any right to a trial by jury in any action or proceeding and agree that such action or proceeding will be tried before a judge without a jury. Either you or we may exercise self-help remedies or obtain provisional or ancillary remedies from a court. You or we may exercise or obtain these remedies at any time, even while the arbitration or trial by a judge is pending. By exercising or obtaining any such remedies, neither you nor we waive the right to request that a dispute or controversy be decided by arbitration or trial by a judge. SOFTWARE LICENSE AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 57 CONFIDENTIAL ©Bank Of America Corporation This section applies to all Software we provide to you after you return the Agreement and Authorization form unless we provide you a separate license agreement for specific Software (including a “click-wrap” Software license you may obtain from us by downloading from our Website). LICENSE For each Software application we provide to you for one or more Services, we grant you a non-exclusive, revocable, non- transferable license for the use of that Software and any Materials related to the Software that we provide to you. Each license is granted solely for use in object code form only in connection with one or more Services. You may use the Software only in accordance with the applicable User Documentation. The Software, its source code, the Materials and all copyright, patent, trademark, trade secret and other rights in them are and will remain the exclusive property of us or our licensors. You will secure and protect the Software and Materials (including all copies) in a manner consistent with the maintenance of our rights and those of our licensors. In order to protect those rights, you will reproduce and incorporate copyright notices and all other proprietary legends prescribed by us in any permitted copies. You may not remove, obscure or otherwise tamper with or alter any such notices or legends affixed to or otherwise contained in the Software or Materials (or copies). You will also take appropriate action to instruct and obligate your representatives who are permitted access to the Software and/or Materials (including copies) to comply with your obligations to protect the Software and Materials. We are obligated to provide you only with those updates, upgrades or new releases of Software which we make generally available to our other customers who license the same Software. Any corrections, updates, upgrades or new releases that we provide to you must be installed by you promptly or by such later time as we specify, and will be deemed part of the Software upon delivery to you. We will provide support only for the most current version of Software we have provided to you. You will, at your expense, cause a computer to be installed and kept in good condition and working order at your site for use of the Software. The computer and its components must be equipment which is acceptable, as specified by us from time to time. At our option, we may assist you with the installation of Software on your computer and/or with the training of persons who will use the Software, but we will not bear any responsibility for (i) such training or (ii) the proper installation or use of the Software. Except as you and we may agree otherwise, you will be deemed to have accepted the Software upon its installation. If we have provided you with Software to be installed on your computer, you may not install the Software on more than one computer or electronically distribute it to any other computer, without our prior written approval and the payment of any fees that we may assess. You may move the Software to another computer replacing the one on which the Software was originally installed or to another site, but only after you give us notice, in writing or by electronic means approved by us for such purpose, specifying the new computer and site. If we have provided you with Software to be installed on your network server, you may not electronically distribute, or allow anyone else to electronically distribute, the Software except from the network server on which it is installed to workstations on that network. You will provide us notice, in writing or by electronic means approved by us for such purpose, each time you install the Software on more than one computer (subject to our prior written approval) or electronically distribute the Software to a workstation on that network, as applicable, in each case indicating the location and the date of such installation or distribution. You may not (i) sell, assign, transfer, license, sublicense or publish the Software or Materials (including any permitted copies), (ii) disclose, display or otherwise make available the Software or Materials (including any permitted copies) to third parties, or (iii) copy, or allow anyone else to copy, the Software or Materials, without our prior written approval, except that you may make two copies of the Software for backup and/or archival purposes. In the event that we provide you with our prior written approval to make an additional copy of the Software, you will (i) pay us any fees assessed by us and (ii) provide us notice, in writing or by electronic means approved by us for such purpose, of the location and the date of such copy. You will provide us with reasonable access to the Software and Materials at your site to provide assistance or to verify the status or location of the Software and Materials. In addition, we may audit your site and have access to the Software and Materials provided to you to confirm compliance with this Software License section. Furthermore, we may audit your site and have access to such Software and Materials if you fail to provide us with any notices or reports, or if we reasonably believe you are using unauthorized copies of the Software and/or Materials, using the Software and/or Materials in an unauthorized manner, and/or otherwise failing to comply with any of the terms and conditions of this Booklet. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 58 CONFIDENTIAL ©Bank Of America Corporation You may not alter, repair, modify or adapt any Software or Materials, including, but not limited to, translating, reverse engineering, decompiling, disassembling or creating derivative works from it. You will inform our client support unit of all errors, difficulties or other problems with the Software of which you become aware. We may make reasonable efforts to fix or provide workarounds for any material errors reported to us and to provide you with support and consultation concerning the Software. Any such efforts, support and consultation will be determined by us, in our sole discretion. You will cooperate with us in the expeditious resolution of such errors, difficulties or other problems by providing us, on request, a listing of input, output and all other data which we may reasonably request in order to reproduce operating conditions similar to those present when such errors, difficulties or other problems were discovered. Your license to the Software and Materials will terminate automatically if you breach a material term of this Software License section or the license, or if the Services for which you are using the Software are terminated. In addition, in the event of a breach of your confidentiality obligations with respect to the Software, we may seek any remedy provided by law or equity. LIMITED WARRANTY/DISCLAIMERS You acknowledge that the Software and Materials have not been produced to meet your specific requirements and have not been tested in every possible combination and operating environment. You are responsible for satisfying yourself that the Software and Materials are satisfactory for your purposes. You further understand and agree that we make no representation concerning the completeness, accuracy, timeliness, operation or performance of the Software and/or Materials or their compatibility with any hardware. You acknowledge and agree that the operation of the Software may not be uninterrupted or error-free and that the Software and Materials are provided on an “AS IS” basis. We warrant that the Software will substantially conform to the documentation provided with the Software for a period of 30 days after delivery to you, provided that (i) the Software has been used by you in strict compliance with the terms and conditions of this Booklet and the Materials, (ii) the Software has not been modified in any way by you, and (iii) you promptly notify us and reproduce for us any defects, errors or bugs in the Software which result in the Software not substantially conforming to such documentation. In the event that such warranty is breached, we shall, at our option, (i) use reasonable efforts to correct or work around any such defects, errors or bugs or (ii) accept return of the Software and refund any license fees paid by you for the Software. You agree that the foregoing is your sole and exclusive remedy for breach of warranty and our sole obligation in connection with the performance or operation of the Software and Materials. Except as specifically stated above and in the Infringement Indemnity subsection below and notwithstanding any other provision in this Booklet or otherwise, we make no representation or warranty, express or implied, written or oral, and, to the full extent permitted by law, disclaim all other warranties including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose, regarding the Software, the Materials, any CD-ROM/DVDs provided to you, and all other property, services or rights covered by this Booklet. To the extent permitted by applicable law, and except as otherwise provided in this section, we will not be liable for damages of any kind arising out of the provision of, use of, or inability to use, the Software and/or Materials. You agree that the United Nations Convention on Contracts for the International Sales of Goods will not apply to our provision to you or your use of any Software and/or Materials. INFRINGEMENT INDEMNITY Notwithstanding your indemnity of us in the Protection From Third Parties section of this Booklet and except as otherwise provided in this Booklet, we will defend at our own expense or settle any action brought against you to the extent it is based on a third party claim that your use of the Software and/or Materials provided by us to you pursuant to this Booklet infringe any Berne Convention country copyright or any United States of America or United Kingdom patent, trade secret or trademark of any third party, and we will pay all costs and damages finally awarded in any such action. Our obligations under this indemnity are subject to (i) reasonably prompt notice from you of any such claim or action, (ii) your not having made any admission of liability or agreed to any settlement or compromise, (iii) your providing to us, in a reasonably prompt and timely manner, the documents, information and assistance we reasonably request, (iv) our having sole AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 59 CONFIDENTIAL ©Bank Of America Corporation control of defending such claim or action You acknowledge and agree that our obligations under this indemnity are our only obligations to you with respect to any infringement claim in connection with your use of the Software and/or Materials. EXPORT CONTROLS You understand and acknowledge that any obligations that we may have to provide Software, any Materials, data, technical assistance, training and related technical data, and any media in which any of the foregoing is contained (all of which shall be collectively referred to as “Data”) will be subject in all respects to all applicable laws and regulations as shall from time to time govern the export or diversion of certain products and technology to and from certain countries. You warrant and agree that you will comply in all respects with the export and reexport restrictions applicable to the Data shipped and/or provided to you and that you will comply with all applicable laws and regulations governing the export and diversion of the Data. IMAGE SERVICES - SUPPLEMENTAL CD-ROM/DVDs SOFTWARE LICENSE PROVISIONS This subsection supplements this Software License section with respect to Software we provide for the Image Services, under which we provide you with CD-ROM/DVDs, and shall control in the event of conflict between it and the balance of the Software License section. This subsection does not apply to the Image Lockbox Service. If we provide you a CD-ROM/DVD which contains a media defect or is unreadable in its entirety, you must notify us in writing of such defect within 30 days after the CD-ROM/DVD creation date appearing on the CD ROM/DVD. If you provide us with such notice within such time period, we will use reasonable efforts to replace the CD-ROM/DVD. You acknowledge and agree that this shall be our sole obligation and your sole remedy with respect to any such defects in the CD-ROM/DVD. Notwithstanding anything to the contrary in the Suspension and Termination section of this Booklet, if an Image Service under which we provide you with CD-ROM/DVDs is terminated for a reason other than your breach of any terms and conditions in this Booklet, you may continue to use the Software and Materials for such Service after termination of such Service for six months, or for such longer period as we approve, subject to the terms of this Software License section or such other software license agreement as we, at our election, require you to sign for this purpose. At the end of such six-month or longer period, the license for your use of such Software and Materials will then terminate automatically. SUSPENSION AND TERMINATION If at any time we believe (i) that our provision of any Service to you may create a risk of financial loss for us or result in an unacceptable credit exposure to us, or (ii) that an account associated with any Service may be subject to irregular, unauthorized, fraudulent or illegal activity, we may, in our sole discretion, immediately, without prior notice to you, suspend or modify our provision of any such Service until such time that such risk, exposure, or activity is eliminated or otherwise resolved, notwithstanding anything to the contrary in this Booklet. Either you or we may terminate any or all Services upon 30 calendar days prior written notice to the other party. Notwithstanding the foregoing sentence, we may terminate any or all Services effective immediately, and we will send you notice of the termination, if any of the following occurs: • You breach any of the terms and conditions in this Booklet or any other agreement with us. • You terminate, liquidate or dissolve your business or dispose of a substantial portion of your assets. • You fail generally to pay your debts as they become due. • You, voluntarily or involuntarily, become the subject of any bankruptcy, insolvency, reorganization or other similar proceeding. • You initiate any composition with your creditors. • You experience a material adverse change in your financial condition or your ability to perform your obligations under the terms and conditions in this Booklet. • Any guaranty of your obligations to us terminates, is revoked or its validity is contested by the guarantor, or any of the events set forth in the above five bullet points attributable to you occur to the guarantor. • The account necessary to provide any Service is closed. • If a Service you are using is terminated for any reason, you will do the following: • Immediately stop using any Materials relating to the terminated Service. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 60 CONFIDENTIAL ©Bank Of America Corporation • Erase or delete any Software we have provided relating to the terminated Service to the extent it is stored in your computers. • At our option, either return to us or destroy all Materials relating to the terminated Service and certify to us that you have done so. These obligations will continue after a Service you are using has been terminated. Termination of a Service you use does not affect your payment obligations for services we provide to you before the Service is terminated, and any such termination is in addition to our other rights under applicable law and under the terms of this Booklet. Also, termination of any Service you use does not release you or us from any of our respective obligations which arose or became effective before such termination. Upon termination, all amounts owed by you and outstanding will become immediately due and payable. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 61 CONFIDENTIAL ©Bank Of America Corporation Glossary of Terms The following are some important terms that appear in this Booklet. Acceptable Payee. Your name and any other payee name you provide to us as an acceptable payee for checks to be processed under the Lockbox Services. Account Agreement. The current signature card, International Account Agreement or SAOTC and the publication(s), as amended from time to time, we provide you containing terms and conditions applicable to each deposit, savings or current account for which you use a Service. ACH Managed Processing means that all credit Entries are required to be prefunded and settlement of debit Entries will receive delayed availability as further described in the applicable User Documentation ACH Services mean those Services, including ACH Managed Processing, that allow you to transfer funds to or from your accounts by initiating Entries which may be sent through the ACH system or processed directly to accounts with us. Alias Based Identifier. Email address or mobile phone number, or other Bank approved identifier, which we may establish in our sole discretion from time to time, and used to identify a recipient and the associated bank deposit account and routing information for processing Digital Disbursement Payment Transactions to Registered Recipients. Arrives By Date. An estimated date by which a payment will arrive at the Vendor, as generated by the Service based on information you provide and the Process Date you establish for the Payment Transaction within the Service. ATM. Automated teller machine. Bank Approved Channel – Any electronic or other channel approved for use in accessing the Service as described in User Documentation. Bills. Invoices, bills and other statements of account that you receive from Vendors which you seek to pay using the Service. Bill Payment Feature. The feature of the Service whereby you request us to make a payment to a designated Vendor. We may make such payment by originating an ACH credit entry to the account of the Vendor, issuing a check drawn by you and payable to the Vendor, or by other electronic method. When we make a bill payment we will send with the payment any remittance information you provide. Bill Payment Service Provider. Any entity, which may include us, you authorize to deliver payments, remittance information and other related data from your customers to us for the Electronic Bill Payment Consolidation Services. Business Day. Each day on which the bank or bank office providing or facilitating a Service is open for business related to that Service. Cardholder. Your employee or any other person who you designate in writing and who we approve to receive a a Commercially Prepaid Card. If you or a Cardholder makes a Commercial Prepaid Card available to another party, that person will also be considered a Cardholder. Check 21. The Check Clearing Act for the 21st Century Act, 12 CFR 229 or any successor legislation. Any IRD created and deposited to your account must comply with all the requirements mandated by Check 21. Check Issuance Request. Using the Check Issuance Service, a message transmitted from you to us requesting us to issue a check on your behalf drawn on either accounts you maintain with us or accounts designated and owned by us. clearXchange™. A payment company that facilitates electronic payments by maintaining a record of the Alias Based Identifier of a Recipient and the bank name and routing number associated with such Alias Based Identifier. The term clearXchange™ as used in this Amendment includes any other payment company that provides similar services and is designated by us in the future as a service provider or payment network for use in connection with the Service. Collected and Available Funds. Funds in an account equal to the ledger balance minus float which, in our reasonable determination, are not subject to a hold, dispute or legal process preventing their withdrawal. Collector. A non-consumer that is a member of the Network and receives payments and remittance information from Disbursers. Commercial Prepaid Card. A pre-paid magnetic strip- based plastic card issued by us for a Cardholder’s purchase of goods or services or for cash withdrawals. Controlled Disbursement Account. One or more demand deposit accounts maintained by you with us and used in connection with our Controlled Disbursement Services. Controlled Disbursement Point. Each bank office designated by us through which checks issued under the AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 62 CONFIDENTIAL ©Bank Of America Corporation Controlled Disbursement Service will be cleared or routed. Currency. When used in connection with the Safe Connect Service, U.S. denominated cash and any such other currency as is set forth in the User Documentation. Disburser. A non-consumer that uses the Payment Service to send Transaction Requests to us and on whose behalf we originate an Entry to a Collector. Document Printing Request. Using the Document Printing Service, a message transmitted electronically from you to us or our third party processor requesting us to print and mail on your behalf statements, invoices and other documents. Documents. Documents that are not Bills that you wish to store and manage electronically through the Service. ECCHO. The Electronic Check Clearing House Organization. Effective Entry Date. The date specified, in accordance with the NACHA Rules, on the Entry by the Originator on which the Originator intends the Entry to be settled. (Originator is defined in the NACHA Rules.) Electronic Funds Transfer Services. ACH Services, International Electronic Funds Transfer Services and Wire Transfer Services. Electronic Image. An image conforming to the applicable industry standards for Images. Entries. Entries has the meaning provided in the NACHA Rules and also includes any data for Entries and any prenotification. EPN Rules means the Electronic Payments Network Rules of Membership and the Operating rules, or such later revisions as may be adopted, and includes, but is not limited to, the Rules pertaining to UPICs (EPN UPIC Rules), all collectively referred to as the EPN Rules. e-Statements. Statements with respect to which you opt for electronic delivery and which are selected by you as outlined in the applicable User Documentation. eUCP. The rules for electronic presentation of documents under the UCP. Federal Reserve Operating Circular 3. The Federal Reserve Board’s Operating Circular 3, Collection of Cash Items and Returned Checks. Fedwire Regulations. Subpart B of Regulation J of the Board of Governors of the Federal Reserve System of the United States of America, as amended from time to time. FX Request. A request by means permitted under the Electronic Foreign Exchange Services to enter into an FX Transaction. FX Transaction. A transaction between you and us, permitted under the Electronic Foreign Exchange Services, for the purchase of one currency in exchange for the sale of another currency (including without limitation any foreign exchange spot, swap or outright forward transaction or option), including any transaction that effects the pre-delivery, extension, rollover or splitting of such a transaction. ICL. An image cash letter. Image. An Electronic Image or a Paper Image. With regard to an Image of an original paper check, the check Image that is deposited with us pursuant to the Commercial Deposits section of this Booklet shall be a “check” and/or an “item” (as applicable) for all purposes under such Booklet section, any Account Agreement between you and us relating to the collection of checks generally, the Uniform Commercial Code, the Expedited Funds Availability Act, Regulation CC, any other federal or state check law, and federal and clearinghouse rules, to the same extent as that original is a “check” or an “item,” as applicable. International Account Agreement. A form of Account Agreement used in some countries. International Electronic Funds Transfer Services. Electronic payment services for transfers to or from your account outside the United States of America or to or from your account in the United States of America to or from an account in a different country. These services include low-value single payments as well as batch payments made according to multiple requests within a single electronic data file. Invoice Management Feature. The feature of the Service whereby you receive Bills from Vendors via the Service or whereby you upload invoices from Vendors into the Service. You may use the Service to upload and manage these Bills. IRD. When used in connection with the Commercial Deposits section of this Booklet, an “Image Replacement Document” or substitute check, as set forth in Check 21, which provides that a properly prepared substitute check that meets the requirements for legal equivalence is the legal equivalent of the original for all purposes. ISP98. The “International Standby Practices 1998” developed by the Institute of International Banking Law & Practice and endorsed and published by the International Chamber of Commerce or such later revision as may be adopted and be in effect on the date the subject standby letter of credit is issued. Legal Expenses. Reasonable lawyer's fees, allocated costs of staff counsel (unless prohibited by applicable AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 63 CONFIDENTIAL ©Bank Of America Corporation law), fees and expenses of litigation and any other fees and expenses incurred in enforcing any provision of this Booklet. Lockbox Address. The post office address we assign to you or we accept from you for the Lockbox Services. Materials. The Software, user identification codes, passwords, codes, keys, test keys, security devices, embedded algorithms, digital signatures and certificates, other similar devices and information, User Documentation and related documentation we provide to you. NACHA Rules. The rules of the National Automated Clearing House Association (including any other clearing house rules applicable to automated clearing house transactions), as amended from time to time. Network. The third-party owned PayMode® network made up of Disbursers and Payers, using the Payment and Invoice Processing Services, as well as Collectors and Billers. Notice(s). In connection with the Notification Services, notices provided by us to you that are associated with and related to the Services provided by us to you under the terms of this Bookletor other agreement between you and us. Paper Image. An Image that is a paper reproduction of the related physical check (the original paper item or substitute check created from an image of the original paper item) created with image technology. Payee Database. A database of contact information and payment routing information for Registered Payees that is operated by a third party provider (other than the Bank). Paying Agent. An entity as defined in 31 C.F.R. Section 321(i) of the U.S. Treasury Department’s regulations. Payment Account. One or more demand deposit accounts maintained by you with us and used in connection with the Service. Payment Advice. Using the Bank-Printed Drafts Services, an electronic message transmitted by you to us advising us to create a draft on your behalf. Payment Request. A request by you to us to initiate a bill payment or tax payment on your behalf to a Registered Payee by means of an electronic funds transfer payment. Payment Transaction. A request by you to us to initiate a payment on your behalf to a Recipient using a Service and/or a request by you to us to initiate a bill payment on your behalf to a Vendor by means of an ACH credit entry, other electronic funds transfer, or a check payment. Payment Transaction Request. A message transmitted electronically from you to us through the Service requesting us to initiate a Payment Transaction. Personal Data. Information we receive from you in connection with the Services consisting of an individual’s bank accounts or other financial data or identifying a living individual. PIN. A personal identification number which a Cardholder may receive when activating a Commercial Prepaid Card. Process Date. The date that you designate in the Payment Transaction Request for the processing of a Payment Transaction. Funds will be deducted from your Settlement Account on or after this date. RCK. A “Re-Presented Check Entry” as defined in the NACHA Rules. Recipient. A customer of a U.S. based bank or credit union to whom you seek to make a disbursement payment using the Service. Regulation CC. The Federal Reserve Board’s Regulation CC, Availability of Funds and Collection of Checks. Regulation J. The Federal Reserve Board’s Regulation J, Collection of Checks and Other Items by Federal Reserve Banks and Funds Transfers through Fedwire. Registered Payee. Any biller or taxing authority that registers its payment information with the Payee Database, for the purpose of receiving payments,that can be processed through the Service. Registered Recipient. A Recipient that registers with clearXchange or a bank that participates in clearXchange and provides his/her bank deposit account and routing information to be associated with his/her Alias Based Identifier. Registered Vendor. A Vendor that registers its payment information with the Vendor Database that can be accessed through the Service. Request. A request by means permitted under the relevant Wire Transfer Service or International Electronic Funds Transfer Service to transfer funds to or from a specified account or beneficiary (including standing instructions) or to amend or cancel a prior request to transfer funds. Reversal/Deletion Request. A request for a Reversal or a request to delete a previously delivered Entry. Reversals. Data for reversing Entries. For the Electronic Bill Payment Consolidation Services, it includes data from a Bill Payment Service Provider for reversing a AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 64 CONFIDENTIAL ©Bank Of America Corporation payment from one of its customers that was delivered to us by the Bill Payment Service Provider. Safe. When used in connection with the Safe Connect Service, the equipment (and related software and accessories) installed at the Safe Location and used by you for depositing Currency. The Safe counts, records and reports the Currency deposited into and accepted by it. Safe Connect Service. The service described in the Commercial Deposits section of this Booklet, whereby through your use of a Safe installed at a Safe Location, we receive Safe Feeds concerning your deposits into such Safe, and afford such deposits credit, which may be provisional, as described in this Booklet and in the User Documentation. Safe Deposits. When used in connection with the Safe Connect Service, deposits of Currency made by you and accepted into the Safe, with respect to which we have received a Safe Feed. Safe Feed. When used in connection with the Safe Connect Service, an electronic file transmission received by us from the Transportation Provider, which Feed (i) originated from a Safe, (ii) was sent from the Safe to the Transportation Provider, (iii) was then forwarded intact to us and received intact by us, and (iv) reports the purported value of all Currency accepted into the Currency validating portion of such Safe since the transmission of the last Safe Feed, or the first such Feed, as applicable. Safe Location. When used in connection with the Safe Connect Service, the location(s), to be mutually agreed by you and us, at which the Safe may be located. SAOTC. Each form of Standard Account Opening Terms and Conditions used in certain countries as an Account Agreement. Savings Bonds. U.S. savings bonds that each meet the definitional requirements set forth in the Savings Bonds Provisions. Savings Bonds Provisions. Relevant regulations and guidelines of the Bureau of Public Debt of the U.S. Department of the Treasury, the Federal Reserve Operating Circular 3, the ECCHO Operating Rules, and such other statutory, regulatory, clearinghouse, association and other requirements and terms (including image exchange rules), as applicable, regarding the acceptance, transmission, deposit, exchange and/or processing of Savings Bonds by way of the transmission of the images of such Savings Bonds. Security Procedure. Unless we agree otherwise with you, the applicable security procedure described in the Materials for your data delivery type or Service for verifying the authenticity of any (i) electronic funds transfers or payments instructions, including, without limitation, cancellations, amendments or reversals thereto; and (ii) any instructions, data, transactions or other information sent between you and us. Scheduled Payment Request. A Payment Request that you have scheduled using the Service prior to the Settlement Date. Scheduled Payment Transaction. A Payment Transaction that you have scheduled through the Bill Payment Feature prior to the Process Date. Service. With respect to a Bank of America Corporation subsidiary bank, a treasury management service provided in a specific Bank location and covered by this Booklet. Service Inbox. An electronic mail inbox that is accessible by you only through the Service and which you may use to receive Bills and Documents from Vendors. Settlement Account. One or more demand deposit accounts maintained by you with us and used in connection with the Service. Settlement Date. The date that you request that we send payments of bills and taxes initiated by you as Payment Requests. This is the date on which we will debit your Payment Account and initiate the outgoing payment. This is not the date that the payment will be received by the Registered Payee. Payee Database. A database of contact information and payment routing information for Registered Payees that is operated by a third party provider (other than the Bank). PHI: Shall have the same meaning as the term “protected health information” under the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, as amended, and its implementing regulations. Software. Web-based applications accessed via a Website and/or the programs and data files provided by us for use on a computer in connection with one or more particular Services. Standalone Account. One or more demand deposit accounts maintained by you with us that is not linked to another account as part of a treasury service relationship or that is not linked as a sub-account to another account in a treasury service relationship. Statements. Account statements, account analysis, pricing information and other information relating to account activity or services, transactional activity and/or cash management services with us and/or our affiliates. Stop Payment Request. A message you send us using the Electronic Stop Payment Services, the Check Issuance AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 65 CONFIDENTIAL ©Bank Of America Corporation and Document Printing Services or the Client-Printed Drafts Services to request that payment be stopped on a check or draft which, in the case of the Electronic Stop Payment Services, must be drawn on an eligible account you have with us. Subsidiary. Any entity in which more than 50% of the ownership interest is owned, directly or indirectly, by you. The term "Subsidiary" does not include affiliates or other entities in which 50% or less of the ownership interest is owned, directly or indirectly, by you. Supplier. Any private or common carrier communication or transmission facility, any time-sharing supplier or any mail or courier service. SWIFT. The international electronic message-transfer service known as the Society for Worldwide Interbank Financial Telecommunication. Tax Payment Instruction. An instruction by means permitted under the relevant Tax Payment Service to pay any taxes using any of the tax forms specified in the applicable User Documentation. Third Party Vendor: Any third party vendor (including but not limited to, such third party vendor’s agent, subcontractor, affiliate, representative and/or assignee) used by you to perform certain actions with respect to the Services. Transaction. The purchase or reservation of goods or services or a cash advance made or facilitated by use of a Commercial Prepaid Card. Transaction Account. One or more demand deposit accounts maintained by you with us or another financial institution and used in connection with the Payment and Invoice Processing Services. Transaction Request. Using the Payment Service, a message transmitted electronically from you as a Disburser to us or our third party processor requesting us to originate an Entry to a Collector on your behalf. Transportation Provider. When used in connection with Safe Connect Service, the armored carrier which you engage to transport Safe Currency from the Safe to the Vault Location. UCC. The Uniform Commercial Code. UCC 4A. Article 4A of the Uniform Commercial Code - Funds Transfers, as adopted by the state in the United States of America whose law applies to a Service, as amended from time to time. UCP. The Uniform Customs and Practices for Documentary Credits, 2007 Revision, ICC Publication No. 600 or such later revision as may be adopted by the International Chamber of Commerce and be in effect on the date the subject letter of credit is issued; eUCP. The Supplement to the Uniform Customs and Practice for Documentary Credits for Electronic Presentation published by the International Chamber of Commerce that is in effect on the date the Letter of Credit is issued. Unauthorized Use. Use of a Card Account, Card or Convenience Check by a person (i) who is not your Cardholder, employee or agent, (ii) who does not have actual, implied or apparent authority to use the Card Account and (iii) whose use does not benefit you directly or indirectly. Uniform Rules for Collections. The Uniform Rules for Collections, ICC Publication No. 522, or such later revision as may be adopted by the International Chamber of Commerce and be applicable to a collection. Unqualified Return. An Unqualified Return Item Deposit as defined by the Federal Reserve Board. UPIC means the Universal Payment Identification Code, which is a unique number that identifies both an eligible account at a UPIC Participant, and the UPIC Participant that holds the eligible account. Capitalized terms in this Booklet, not otherwise defined, are defined in the EPN Rules. URDG758. The Uniform Rules for Demand Guarantees International Chamber of Commerce (ICC) Publication No. 758, or such later revision as may be adopted by the International Chamber of Commerce and be applicable to any guarantee. URBPO. The Uniform Rules for Bank Payment Obligations promulgated by the International Chamber of Commerce. URC. The Uniform Rules for Collections, ICC Publication No. 522, or such later revision as may be adopted by the International Chamber of Commerce and be applicable to a collection. User Documentation. Any written information we provide you, including information in electronic format, as amended from time to time, which contains detailed instructions regarding the use of a Service, as provided by a particular banking center or office. User Documentation may vary from one jurisdiction to another. Current User Documentation is available upon your request. Vault Location. When used in connection with the Safe Connect Service, the vault facility where the vaulting and related cash processing services are performed with respect to Safe Deposits. Vendor. A non-consumer business that sent you a Bill requesting payment for goods or services provided by the Vendor to you. AD-AG-0455B (Booklet 2014) (Negotiated 2.13.18) 66 CONFIDENTIAL ©Bank Of America Corporation Vendor Database. A database of contact information and payment routing information for Registered Vendors that is operated by a third party provider (other than the Bank). Website. Any internet website and/or online access channel for use in accessing one or more Services. © 2014 Bank of America Corporation All rights reserved. None of the enclosed material may be reproduced or published without permission. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-80 Agenda Date:1/19/2023 Agenda #:1.-F. 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 three citywide Requirements Contracts to CORE, Facility Designs, and Tangram for five years with two one-year optional extensions for the purchase of furniture, installation, and related products and services, not to exceed $750,000 per year plus annual CPI increases (Bid File 9666) RECOMMENDATION Staff recommends Council approve the award of three citywide Requirements Contracts to CORE, Facility Designs, and Tangram for five years with two one-year optional extensions for the purchase of furniture, installation, and related products and services, not to exceed $750,000 per year plus annual CPI increases. EXECUTIVE SUMMARY The General Services Department, Purchasing Division is recommending the approval of cooperative purchase agreements with CORE, Facility Designs, and Tangram for the purchase of furniture, installation, and related products and services to be used as needed citywide. Citywide furniture purchases will not exceed $750,000 in aggregate annually. The cooperative purchase agreements will be authorized through competitively solicited cooperative procurement processes administered by the City of Charlotte (CORE and Facility Designs) and Region 4 Education Service Center of Texas (Tangram) in partnership with Omnia Partners. CORE and Facility Designs are local to the City of Fresno. Tangram maintains a branch office within the City of Fresno. BACKGROUND The General Services Department, Purchasing Division is responsible for administering the citywide agreement for furniture, installation, and related products and services. The cooperative purchase agreements will be utilized by various City departments on an as-needed basis. Furniture purchases include but are not limited to workstations, chairs, desks, filing cabinets, City of Fresno Printed on 1/13/2023Page 1 of 3 powered by Legistar™ 01-19-2023 GB / LC 6-0 with MK absent. Approved on Consent File #:ID 23-80 Agenda Date:1/19/2023 Agenda #:1.-F. basis.Furniture purchases include but are not limited to workstations,chairs,desks,filing cabinets, cubicle partitions and parts,receptacles,raceway kits,tables,and podiums.Installation and related services include but are not limited to delivery, planning, renderings, and inventory. Citywide furniture purchases will not exceed $750,000 in aggregate annually. Utilizing the cooperative contracts was determined to be the most cost-effective method and overall best value for obtaining furniture,installation,and related products and services for the City.City departments will have the option to select the lowest priced vendor for each individual project. The furniture,installation,and related products and services will be purchased through competitively solicited cooperative purchase agreements with City of Charlotte (CORE and Facility Designs)and Region 4 Education Service Center of Texas (Tangram). 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 furniture and accessories. LOCAL PREFERENCE Local preference is not applicable. The City is not issuing a request for proposals for the cooperative purchase agreements; however, CORE and Facility Designs are local to the City of Fresno. Tangram maintains a branch office in the City of Fresno. FISCAL IMPACT The funding has been included in each department’s line-item budget as part of the FY2023 adopted budget to cover the cost of furniture, installation, and related products and services. Attachments: CORE CPA Facility Designs CPA Tangram CPA Core_Haworth Advertisements Facility Designs_Herman Miller Advertisements Tangram_Hon Advertisements CORE_Haworth Contract Facility Designs_Herman Miller Contract Tangram_HON_Contract Core_Haworth Original Evaluation Doc Facility Designs_Herman Miller Original Evaluation Doc Tangram_Hon Original Evaluation Doc City of Fresno Printed on 1/13/2023Page 2 of 3 powered by Legistar™ File #:ID 23-80 Agenda Date:1/19/2023 Agenda #:1.-F. CORE_Haworth Original RFP Facility Designs_Herman Miller Original RFP Tangram_HON Original RFP City of Fresno Printed on 1/13/2023Page 3 of 3 powered by Legistar™ FIN-S Formal Cooperative Purchase Agreement (10-2022) 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 CORE BUSINESS INTERIORS, INC., a California 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 the City of Charlotte. 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 the City of Charlotte, NC, (PIGGYBACK CITY OF CHARLOTTE; CONTRACT# 2020000606) through OMNIA PARTNERS (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 D. 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 Purchasing Manager 2101 G. Street, Bldg. A Fresno, CA 93706 Phone: (559) 621-1157 FAX: (559) 457-1564 DocuSign Envelope ID: 4F25F81E-F03A-4B32-872B-CB2C472D9E74 FIN-S Formal Cooperative Purchase Agreement (10-2022) 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, 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 dut8ies 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: 4F25F81E-F03A-4B32-872B-CB2C472D9E74 FIN-S Formal Cooperative Purchase Agreement (10-2022) 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 No signature of City Attorney required. Standard Document #FIN-S Formal Cooperative Purchase Agreement (10-2022) has been used without modification, as certified by the undersigned. By: Sandra Gamez Procurement Supervisor ATTEST: TODD STERMER, CMC City Clerk By: Date Deputy Addresses: CITY City of Fresno Attention: Sandra Gamez 2101 G. Street, Bldg. A Fresno, CA 93706 Phone: (559) 621-1169 E-mail: Sandra.Gamez@fresno.gov CORE BUSINESS INTERIORS, INC., a California 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: CORE Business Interiors, Inc., Attention: Andrea Benson 7761 N. Ingram Ave., Suite 109 Fresno, CA 93711 Phone: (559) 297-6400 E-mail: AndreaB@coreinteriors.com Attachments: Exhibit A - Invitation For Bids Exhibit B - Original Government Contract Exhibit C - City’s Insurance and Indemnity DocuSign Envelope ID: 4F25F81E-F03A-4B32-872B-CB2C472D9E74 Secretary 12/30/2022 Andrea Benson 12/30/2022 CFO Lisa Zimmerman FIN-S Formal Cooperative Purchase Agreement (10-2022) 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 FACILITY DESIGNS, INC., a California 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 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 the City of Charlotte, NC, (PIGGYBACK CITY OF CHARLOTTE; CONTRACT# 2020000622) through OMNIA PARTNERS (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 D. 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 Purchasing Manager 2101 G Street, Bldg. A Fresno, CA 93706 Phone: (559) 621-1157 FAX: (559) 457-1564 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 FIN-S Formal Cooperative Purchase Agreement (10-2022) 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.] FIN-S Formal Cooperative Purchase Agreement (10-2022) 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 No signature of City Attorney required. Standard Document #FIN-S Formal Cooperative Purchase Agreement (10-2022) has been used without modification, as certified by the undersigned. By: Sandra Gamez Procurement Supervisor ATTEST: TODD STERMER, CMC City Clerk By: Date Deputy Addresses: CITY City of Fresno Attention: Sandra Gamez 2600 Fresno St. Fresno, CA 93721 Phone: (559) 621-1169 E-mail: Sandra.Gamez@fresno.gov FACILITY DESIGNS INC., a California 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: Facility Designs, Inc. Attention: Carrie De Young 7511 N. Palm Bluffs Ave., Ste. 101 Fresno, CA 93711 Phone: (559) 432-3200 x110 E-mail: carriedeyoung@facilitydesigns.com Attachments: Exhibit A - Invitation For Bids Exhibit B - Original Government Contract Exhibit C - City’s Insurance and Indemnity FIN-S Formal Cooperative Purchase Agreement (10-2022) 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 NEW TANGRAM LLC., DBA TANGRAM, (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 Region 4 Education Service Center (ESC). 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 Region 4 Education Service Center (ESC) through OMNIA PARTNERS (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 D. 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 Purchasing Manager 2101 G. Street, Bldg. A Fresno, CA 93706 Phone: (559) 621-1157 FAX: (559) 457-1564 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, any conflict of laws rule which would DocuSign Envelope ID: B65C1571-4024-499D-B18B-0D3971811E85 FIN-S Formal Cooperative Purchase Agreement (10-2022) apply the law of another jurisdiction. Venue for purposes o f the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and dut8ies 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: B65C1571-4024-499D-B18B-0D3971811E85 FIN-S Formal Cooperative Purchase Agreement (10-2022) 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 No signature of City Attorney required. Standard Document #FIN-S Formal Cooperative Purchase Agreement (10-2022) has been used without modification, as certified by the undersigned. By: Sandra Gamez Procurement Supervisor ATTEST: TODD STERMER, CMC City Clerk By: Date Deputy Addresses: CITY City of Fresno Attention: Sandra Gamez 2101 G. Street, Bldg. A Fresno, CA 93706 Phone: (559) 621-1169 E-mail: Sandra.Gamez@fresno.gov NEW TANGRAM LLC., DBA TANGRAM 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: Tangram Interiors Attention: Tasha O'Neal 677 West Palmdon Drive Fresno, CA 93704 Phone: (559) 978-7983 E-mail: toneal@tangraminteriors.com Attachments: Exhibit A - Invitation For Bids Exhibit B - Original Government Contract Exhibit C - City’s Insurance and Indemnity DocuSign Envelope ID: B65C1571-4024-499D-B18B-0D3971811E85 Joseph P. Lozowski 12/21/2022 CEO , President 12/22/2022 Nick Greenko CFO Solicitation Details Page 1 of 3Doing Business with the City > Solicitation Details 6/19/2019https://charlottenc.gov/DoingBusiness/Pages/SolicitationDetails.aspx?ID=1081 « Back to list Furniture, Installation and Related Products and Services The City of Charlotte on behalf of itself and OMNIA Partners is requesting the broadest selection of office, education, classroom and miscellaneous furniture, installation and related products and services in RFP 269-2019-105. Type Request for Proposals Solicitation Number 269-2019-105 Department City-wide Category Commodities & Goods Commodity Code(s) 425, 41000, 41006, 41015, 41018, 41500, 41513, 41526, 42000, 42506, 42513, 42518, 42520, 42530, 42540, 42554, 42564, 42579, 42587, 42503, 42511, 42544, 42547, 42548, 42550, 42553, 42556, 42558, 42559, 42562, 42565, 42568, 42571, 42583, 42592, 42594 Attachments 269-2019-105 - Furniture RFP - Sample Project Pricing Sheet.xlsx (/DoingBusiness/Lists/Solicitations/Attachments/1081/269-2019- 105 - Furniture RFP - Sample Project Pricing Sheet.xlsx) 269-2019-105 - Furniture RFP.docx (/DoingBusiness/Lists/Solicitations/Attachments/1081/269-2019- 105 - Furniture RFP.docx) 269-2019-105 - Furniture RFP.pdf (/DoingBusiness/Lists/Solicitations/Attachments/1081/269-2019- 105 - Furniture RFP.pdf) Additional Services and Solutions Pricing - Furniture.xlsx (/DoingBusiness/Lists/Solicitations/Attachments/1081/Additional Services and Solutions Pricing - Furniture.xlsx) Pre-Bid Date & Time 7/9/2019 10:00 AM Pre-Bid Location This is non-mandatory and will be held at 600 E. 4th Street, Basement - CH14. Interested companies may opt to attend the pre-proposal conference via teleconference at 704-336-5494. Bid Due Date & Time 7/30/2019 2:00 PM Bid Opening Location Proposals are due by 2 pm EDT. We will not hold a public opening. Page 2 of 3Doing Business with the City > Solicitation Details 6/19/2019https://charlottenc.gov/DoingBusiness/Pages/SolicitationDetails.aspx?ID=1081 For questions please contact Genetta Carothers at gcarothers@charlottenc.gov Additional notes Remember to provide the following pricing sheets in hard copy and Excel format on a flash drive: - Additional Services and Solutions - Hourly Rate by State - Sample Projects A-F Page 3 of 3Doing Business with the City > Solicitation Details 6/19/2019https://charlottenc.gov/DoingBusiness/Pages/SolicitationDetails.aspx?ID=1081 State of North Carolina Interactive Purchasing System Search for Bid Number Check each solicitation document to verify whether electronic bids are valid for that solicitation: • Use the eBid button when the solicitation document indicates that electronic bids are required. • Do NOT use the eBid button when the solicitation document indicates that electronic bids are not permitted; submit a paper bid. Bid Number Description Date Issued Bid Opening Date Bid Opening Time NC BIDS Help 269-2019- 105 Furniture, Installation and Related Products and Services Non-mandatory pre-proposal conference July 9 @ 10 am 6/19/2019 7/30/2019 02:00 PM ET 269- Page 1 of 1Search for Bid Number 6/19/2019https://www.ips.state.nc.us/IPS/BidNumberSearch.aspx City of Charlotte - Furniture, Installation and Related Products and Services - Charlotte, NC Event Description City of Charlotte  Street Address: 600 E 4th Street, Charlotte, NC  28202  BID Information BID Due Time: 2:00 pm  Bid Due Date: 07/30/2019  BID Location Street Address: 600 E 4th Street, Charlotte, NC  28202 Project Information Project Title: Furniture, Installation and Related Products and Services  Project Location Street Address: 600 E 4th Street, Charlotte, NC  28202  Scope of Work:  The City of Charlotte on behalf of itself and OMNIA Partners is requesting the broadest selection of office, education, classroom and miscellaneous furniture, installation and related products and services in RFP 269-2019-105.  HUB certified vendors/contractors are encouraged to submit a bid for this project. Project Information URL: (https://charlottenc.gov/DoingBusiness/pages/ContractOpportunities.aspx)https://charlottenc.gov/DoingBusiness/pages/ContractOpportunities.aspx Pre-Bid Information Pre-Bid Meeting: Yes  Pre-Bid Meeting Mandatory or Optional: Optional  Pre-Bid Meeting Time: 10:00 am  Pre-Bid Meeting Date: 07/09/2019  Pre-Bid Meeting Location Address: 600 E 4th Street, Basement CH14 Room, Charlotte, NC  28202  When and Where DOA HOME Page 1 of 2NC DOA : City of Charlotte - Furniture, Installation and Related Products and Services - Charlotte, NC 6/20/2019https://ncadmin.nc.gov/news/events-calendar/2019/07/30/city-charlotte%C2%A0-furniture-installation-and... When: Tuesday, July 30, 2019 - 2:00 p.m. Where: 600 E 4th Street  Charlotte, NC 28202 United States Contact: Genetta Carothers gcarothers@charlottenc.gov (mailto:gcarothers@charlottenc.gov) 704-336-5195 Share this page: Facebook (https://www.facebook.com/sharer/sharer.php?u=https%3A%2F%2Fncadmin.nc.gov%2Fnews%2Fevents-calendar%2F2019%2F07%2F30%2Fcity-charlotte%C2%A0- furniture-installation-and-related-products-and) Twitter (http://twitter.com/intent/tweet?url=https%3A%2F%2Fncadmin.nc.gov%2Fnews%2Fevents-calendar%2F2019%2F07%2F30%2Fcity-charlotte%C2%A0-furniture- installation-and-related-products-and) (https://maps.google.com/maps?daddr=600%20E%204th%20Street%C2%A0%2C%20Charlotte%2C%20NC%2028202%2C%20United%20States) Page 2 of 2NC DOA : City of Charlotte - Furniture, Installation and Related Products and Services - Charlotte, NC 6/20/2019https://ncadmin.nc.gov/news/events-calendar/2019/07/30/city-charlotte%C2%A0-furniture-installation-and... This space for filing stamp only OR #: O R A N G E C O U N T Y R E P O R T E R ~ SINCE 1921 ~ 600 W. Santa Ana Blvd., Suite 205, Santa Ana, California 92701-4542 Telephone (714) 543-2027 / Fax (714) 542-6841 PROOF OF PUBLICATION (2015.5 C.C.P.) State of Calif ornia ) County of Orange ) ss Notice Type: Ad Description: I am a citizen of the United States and a resident of the State of California; I am over the age of eighteen years, and not a party to or interested in the above entitled matter. I am the principal clerk of the printer and publisher of the ORANGE COUNTY REPORTER, a newspaper published in the English language in the City of Santa Ana, and adjudged a newspaper of general circulation as defined by the laws of the State of California by the Superior Court of the County of Orange, State of California, under date of June 2, 1922, Case No. 13,421. That the notice, of which the annexed is a printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to-wit: Executed on: 10/10/2004 At Riverside, California I certify (or declare) under penalty of perjury that the foregoing is true and correct. Signature SAN BERNARDINO COUNTY SUN 473 E CARNEGIE DR #200, SAN BERNARDINO, CA 92408 (909) 889-9666 (909) 884-2536 SB 3265286 RICH MELIN PHASE 3 MARKETING & COMMUNICATIONS/NIPA 109 WESTPARK DRIVE SUITE 360 BRENTWOOD, TN - 37027 RFP - REQUEST FOR PROPOSALS RFP No. 269-2019-105 I am a citizen of the United States and a resident of the State of California; I am over the age of eighteen years, and not a party to or interested in the above entitled matter. I am the principal clerk of the printer and publisher of the SAN BERNARDINO COUNTY SUN, a newspaper published in the English language in the city of SAN BERNARDINO, county of SAN BERNARDINO, and adjudged a newspaper of general circulation as defined by the laws of the State of California by the Superior Court of the County of SAN BERNARDINO, State of California, under date 06/27/1952, Case No. 73081. That the notice, of which the annexed is a printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to-wit: 06/19/2019 06/19/2019 SAN BERNARDINO !A000005134665! Email The City of Charlotte,North Carolina is requesting proposals from qualified and experienced firms to provide Furniture,Installation,and Related Products &Services (RFP No.269- 2019-105).In order to be considered, the Offeror must complete and submit a proposal to The City of Charlotte in accordance with the solicitation documentation available at https://charlottenc.gov/DoingBusiness/ Pages/ContractOpportunities.aspx or from the City Procurement office. PRE-PROPOSAL CONFERENCE: Tuesday,July 9th,2019,10:00 am local time,Charlotte-Mecklenburg Government Center (CMGC),600 East Fourth Street,Charlotte,North Carolina 28202,Basement CH14 Room or Via Teleconference by calling 704-336-5494. PROPOSAL DUE DATE: July 30th,2019 BEFORE 2:00 PM LOCAL TIME.CONTACT:Genetta N. Carothers,Procurement Officer,704- 336-5195 or gcarothers@charlottenc.gov 6/19/19 SBS-3265286# 374992 Date: 06/14/2019 Adnum: 374992 Custid: 69764 ADVERTISING PROOF Customer: PHASE 3 MARKETING & COMM. Ad Title: Furniture, Installation, and Related Products & Services Lines: 40 ^STARTAD^374992^City of Charlotte, North Carolina Furniture, Installation, and Related Products & Services Submittal date: July 30 The City of Charlotte, North Carolina is requesting propos-als from qualified and experi-enced firms to provide Furniture, Installation, and Related Products & Services (RFP No. 269-2019-105). In order to be considered, the Offeror must complete and submit a proposal to The City of Charlotte in accordance with the solicitation documentation available at https:/ / charlottenc.gov/ DoingBusiness/ Pages/ ContractOpportunities.aspx or from the City Procurement office.PRE-PROPOSAL CON FER-ENCE: Tuesday, July 9th, 2019, 10:00 am local time, Charlotte-Mecklenburg Government Center (CMGC), 600 East Fourth Street, Charlotte, North Carolina 28202, Basement CH14 Room or Via Teleconference by calling 704-336-5494.PROPOSAL DUE DATE:July 30th, 2019 BEFORE 2:00 PM LOCAL TIME. CONTACT: Genetta N. Carothers, Procurement Officer, 704-336-5195 or gcarothers@charlottenc.govDate of publication in the Seattle Daily Journal of Commerce, June 19, 2019.6/19(374992)^ENDAD^374992^ ^THE-END^ State of Washington, King County 4 D ❚WEDNESDAY, JUNE 19, 2019 ❚USA TODAY LIFE To place your Public Notice in our Classified section, call: 1-800-397-0070 PUBLIC NOTICE HEALTH / FITNESS Visit Viamedic.com/USA for special offers FDA APPROVED GENERICVIAGRA 50% SAVINGS PrescriptionIncluded USA Licensed Physicians and Pharmacies HEALTH / FITNESS CALL 800-416-7552 (24hrs) ESSURE CONTRACEPTIVE WARNING The Essure contraceptive may break or migrate after insertion, puncturing the fallopian tubes, resulting in corrective surgery or even possibly, a hysterectomy. If Essure birth control caused you serious complications then you may be entitled to compensation.You will pay nothing until we make a recovery in your favor. 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For more puzzles, get the USA TODAY Crossword app. The City of Charlotte, North Carolina is requesting proposals from qualified and experienced firms to provide Furniture, Installation, and Related Products & Services (RFP No. 269-2019-105). In order to be considered, the Offeror must complete and submit a proposal to The City of Charlotte in accordance with the solicitation documentation available at https://charlottenc.gov/DoingBusiness/Pages/ ContractOpportunities.aspx or from the City Procurement office. PRE-PROPOSAL CONFERENCE: Tuesday, July 9th, 2019, 10:00 am local time, Charlotte-Mecklenburg Government Center (CMGC), 600 East Fourth Street, Charlotte, North Carolina 28202, Basement CH14 Room or Via Teleconference by calling 704-336-5494. PROPOSAL DUE DATE: July 30th, 2019 BEFORE 2:00 PM LOCAL TIME. CONTACT: Genetta N. Carothers, Procurement Officer, 704-336-5195 or gcarothers@charlottenc.gov BUSINESS BANK SERVICES 15 Year Old Subprime Auto Lender Looking to Replace Senior Bank Lenders $25 Million Line of Credit Call and/or Text 706-414-6194 (Tony Hale) under his friendly wing. Forky wrestles with an existential crisis – is he trash or toy? – while Hanks had one of his own in January after he did his last lines for the movie. “It’s like I had an out-of-body experience,” he re- calls. “I thought, ‘Well. Oh, my. Oh, my my. Well, how about that then? How about that.’ There was an interesting feeling of a sudden lack of purpose that took me by surprise.” Woody always has taken the respon- sibility of leading his plastic peers, a quality that Hanks, 62,connected with immediately when he recorded his role for the first “Toy Story.” “I’ve been to parties or dinners where I realize that no one really is steering the focus ... I will take that over,” Hanks says, laughing. “Woody’s job was literally going, ‘Gather round, guys! It’s my responsibil- ity to make sure we’re all on the same page here!’ I’m that guy. I’m the guy who does that.” If Hanks were 11 again, the same age the Northern California native figures he first went to Disneyland, he would be a “Buzz guy” rather than a Woody fan. Mainly because of the space ranger thing, Hanks says, but also because Buzz “had structure to him: Wings came out, and he had buttons you pressed.” Growing up, Hanks watched Walt Disney hosting Disney’s anthology TV series “all the time,” which was key to playing the animation pioneer on screen. Walt and Woody are in Hanks’ annals of wholesome, endearing souls who have made him a comforting cul- tural icon. Add to them Mister Rogers in the upcoming “A Beautiful Day in the Neighborhood” (out Nov. 22). Where Disney was a businessman making movies “that nobody else would make,” Fred Rogers was a different sort of pioneer. “He had a calling, he had a flock, he had a ministry and it was the one kid that was sitting on the other side of the TV screen from him,” Hanks says. “He could’ve been a millionaire many times over, but he never marketed or copy- righted those characters. “Disney, he wanted everybody on the planet to see (his movies) and love them. Fred Rogers wanted 3- and 4- year-old kids to watch him and feel safe.” Those kinds of roles, and Hanks’ own folksiness in real life, led to him being dubbed “America’s dad,” a fatherly man- tle that he poked fun at in a “Saturday Night Live” monologue but proudly owns, especially in his work. “Everybody who has ever put some- thing on film has a countenance that is carried through forever,” Hanks says. “It’s unmistakably them, but at the same time, you are willing to follow them to wherever they lead you. I get that and I’m not about to pretend it doesn’t exist.” Hanks takes that into account when choosing his projects: “I’ve said no to some things because I said, ‘Guys, I’d be faking it.’ Every time you make a movie, there is somebody out there who is see- ing you for the very first time. Therefore, you better be connected to what is ex- pected of you.” His upcoming slate of roles is diverse: a Navy destroyer commander in World War II drama “Greyhound,”an inventor who is the last man on Earth in the sci-fi film “BIOS,” and Colonel Tom Parker in a Baz Luhrmann Elvis Presley biopic. You might see Hanks at one of his wife Rita Wilson’s concerts this summer. “Show business is a great hang, whether you’re working or you’re asking, ‘Hey, are there free sandwiches anywhere?’ ” While visitors scream riding the Slinky Dog Dash just outside, Hank con- cedes he’s not really a roller coaster guy. Instead, “the world is my theme park,” he says, adding that there isn’t anything he does to feel like a kid again. “I live exactly the way I lived when I was 8,” Hanks says with a chuckle. “I’m less confused, I have a little bit less self- loathing, a little less self-conscious- ness, but every day is some form of play and laughter. I’ve got to take my medi- cine, but I don’t have some (place to go) and say, ‘Ahh, at last, I get to live care- free!’ Every day is like that.” Hanks Continued from Page 1D Ad Number:Insertion Number:Size:Color Type:USA0044282-01N/A0.768BWAdvertiser:Agency:Section-Page-Zone(s):Description:USA TodayN/AD-4-AllclassifiedWednesday, June 19, 2019 From:Chris White To:Tomek Kruszec Subject:Re: City of Charlotte Furniture RFP Date:Wednesday, June 26, 2019 10:44:23 PM Attachments:image001.png I’ll try to get it posted, but we’re having some challenges with that at the moment. Thank you, Christopher White Regional Manager - Southeast OMNIA Partners - Public Sector Cell: 919.738.6098 www.omniapartners.com Sent from my iPhone On Jun 26, 2019, at 3:59 PM, Tomek Kruszec <tomek.kruszec@omniapartners.com> wrote: Hi Chris, Here is the bookmarked RFP for the City of Charlotte Furniture Solicitation. Can you please let me know when it is posted in S. Carolina? Thank you, Tomek Kruszec Contract Manager OMNIA Partners, Public Sector 615-431-1861 Office 434-401-5278 Cell PLEASE NOTE NEW EMAIL ADDRESS: Tomek.Kruszec@omniapartners.com <image001.png> www.nationalipa.org www.uscommunities.org <269-2019-105_City of Charlotte_Furniture_RFP_2019_6_19.pdf> Solicitation Details Page 1 of 3Doing Business with the City > Solicitation Details 6/19/2019https://charlottenc.gov/DoingBusiness/Pages/SolicitationDetails.aspx?ID=1081 « Back to list Furniture, Installation and Related Products and Services The City of Charlotte on behalf of itself and OMNIA Partners is requesting the broadest selection of office, education, classroom and miscellaneous furniture, installation and related products and services in RFP 269-2019-105. Type Request for Proposals Solicitation Number 269-2019-105 Department City-wide Category Commodities & Goods Commodity Code(s) 425, 41000, 41006, 41015, 41018, 41500, 41513, 41526, 42000, 42506, 42513, 42518, 42520, 42530, 42540, 42554, 42564, 42579, 42587, 42503, 42511, 42544, 42547, 42548, 42550, 42553, 42556, 42558, 42559, 42562, 42565, 42568, 42571, 42583, 42592, 42594 Attachments 269-2019-105 - Furniture RFP - Sample Project Pricing Sheet.xlsx (/DoingBusiness/Lists/Solicitations/Attachments/1081/269-2019- 105 - Furniture RFP - Sample Project Pricing Sheet.xlsx) 269-2019-105 - Furniture RFP.docx (/DoingBusiness/Lists/Solicitations/Attachments/1081/269-2019- 105 - Furniture RFP.docx) 269-2019-105 - Furniture RFP.pdf (/DoingBusiness/Lists/Solicitations/Attachments/1081/269-2019- 105 - Furniture RFP.pdf) Additional Services and Solutions Pricing - Furniture.xlsx (/DoingBusiness/Lists/Solicitations/Attachments/1081/Additional Services and Solutions Pricing - Furniture.xlsx) Pre-Bid Date & Time 7/9/2019 10:00 AM Pre-Bid Location This is non-mandatory and will be held at 600 E. 4th Street, Basement - CH14. Interested companies may opt to attend the pre-proposal conference via teleconference at 704-336-5494. Bid Due Date & Time 7/30/2019 2:00 PM Bid Opening Location Proposals are due by 2 pm EDT. We will not hold a public opening. Page 2 of 3Doing Business with the City > Solicitation Details 6/19/2019https://charlottenc.gov/DoingBusiness/Pages/SolicitationDetails.aspx?ID=1081 For questions please contact Genetta Carothers at gcarothers@charlottenc.gov Additional notes Remember to provide the following pricing sheets in hard copy and Excel format on a flash drive: - Additional Services and Solutions - Hourly Rate by State - Sample Projects A-F Page 3 of 3Doing Business with the City > Solicitation Details 6/19/2019https://charlottenc.gov/DoingBusiness/Pages/SolicitationDetails.aspx?ID=1081 State of North Carolina Interactive Purchasing System Search for Bid Number Check each solicitation document to verify whether electronic bids are valid for that solicitation: • Use the eBid button when the solicitation document indicates that electronic bids are required. • Do NOT use the eBid button when the solicitation document indicates that electronic bids are not permitted; submit a paper bid. Bid Number Description Date Issued Bid Opening Date Bid Opening Time NC BIDS Help 269-2019- 105 Furniture, Installation and Related Products and Services Non-mandatory pre-proposal conference July 9 @ 10 am 6/19/2019 7/30/2019 02:00 PM ET 269- Page 1 of 1Search for Bid Number 6/19/2019https://www.ips.state.nc.us/IPS/BidNumberSearch.aspx City of Charlotte - Furniture, Installation and Related Products and Services - Charlotte, NC Event Description City of Charlotte  Street Address: 600 E 4th Street, Charlotte, NC  28202  BID Information BID Due Time: 2:00 pm  Bid Due Date: 07/30/2019  BID Location Street Address: 600 E 4th Street, Charlotte, NC  28202 Project Information Project Title: Furniture, Installation and Related Products and Services  Project Location Street Address: 600 E 4th Street, Charlotte, NC  28202  Scope of Work:  The City of Charlotte on behalf of itself and OMNIA Partners is requesting the broadest selection of office, education, classroom and miscellaneous furniture, installation and related products and services in RFP 269-2019-105.  HUB certified vendors/contractors are encouraged to submit a bid for this project. Project Information URL: (https://charlottenc.gov/DoingBusiness/pages/ContractOpportunities.aspx)https://charlottenc.gov/DoingBusiness/pages/ContractOpportunities.aspx Pre-Bid Information Pre-Bid Meeting: Yes  Pre-Bid Meeting Mandatory or Optional: Optional  Pre-Bid Meeting Time: 10:00 am  Pre-Bid Meeting Date: 07/09/2019  Pre-Bid Meeting Location Address: 600 E 4th Street, Basement CH14 Room, Charlotte, NC  28202  When and Where DOA HOME Page 1 of 2NC DOA : City of Charlotte - Furniture, Installation and Related Products and Services - Charlotte, NC 6/20/2019https://ncadmin.nc.gov/news/events-calendar/2019/07/30/city-charlotte%C2%A0-furniture-installation-and... When: Tuesday, July 30, 2019 - 2:00 p.m. Where: 600 E 4th Street  Charlotte, NC 28202 United States Contact: Genetta Carothers gcarothers@charlottenc.gov (mailto:gcarothers@charlottenc.gov) 704-336-5195 Share this page: Facebook (https://www.facebook.com/sharer/sharer.php?u=https%3A%2F%2Fncadmin.nc.gov%2Fnews%2Fevents-calendar%2F2019%2F07%2F30%2Fcity-charlotte%C2%A0- furniture-installation-and-related-products-and) Twitter (http://twitter.com/intent/tweet?url=https%3A%2F%2Fncadmin.nc.gov%2Fnews%2Fevents-calendar%2F2019%2F07%2F30%2Fcity-charlotte%C2%A0-furniture- installation-and-related-products-and) (https://maps.google.com/maps?daddr=600%20E%204th%20Street%C2%A0%2C%20Charlotte%2C%20NC%2028202%2C%20United%20States) Page 2 of 2NC DOA : City of Charlotte - Furniture, Installation and Related Products and Services - Charlotte, NC 6/20/2019https://ncadmin.nc.gov/news/events-calendar/2019/07/30/city-charlotte%C2%A0-furniture-installation-and... This space for filing stamp only OR #: O R A N G E C O U N T Y R E P O R T E R ~ SINCE 1921 ~ 600 W. Santa Ana Blvd., Suite 205, Santa Ana, California 92701-4542 Telephone (714) 543-2027 / Fax (714) 542-6841 PROOF OF PUBLICATION (2015.5 C.C.P.) State of Calif ornia ) County of Orange ) ss Notice Type: Ad Description: I am a citizen of the United States and a resident of the State of California; I am over the age of eighteen years, and not a party to or interested in the above entitled matter. I am the principal clerk of the printer and publisher of the ORANGE COUNTY REPORTER, a newspaper published in the English language in the City of Santa Ana, and adjudged a newspaper of general circulation as defined by the laws of the State of California by the Superior Court of the County of Orange, State of California, under date of June 2, 1922, Case No. 13,421. That the notice, of which the annexed is a printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to-wit: Executed on: 10/10/2004 At Riverside, California I certify (or declare) under penalty of perjury that the foregoing is true and correct. Signature SAN BERNARDINO COUNTY SUN 473 E CARNEGIE DR #200, SAN BERNARDINO, CA 92408 (909) 889-9666 (909) 884-2536 SB 3265286 RICH MELIN PHASE 3 MARKETING & COMMUNICATIONS/NIPA 109 WESTPARK DRIVE SUITE 360 BRENTWOOD, TN - 37027 RFP - REQUEST FOR PROPOSALS RFP No. 269-2019-105 I am a citizen of the United States and a resident of the State of California; I am over the age of eighteen years, and not a party to or interested in the above entitled matter. I am the principal clerk of the printer and publisher of the SAN BERNARDINO COUNTY SUN, a newspaper published in the English language in the city of SAN BERNARDINO, county of SAN BERNARDINO, and adjudged a newspaper of general circulation as defined by the laws of the State of California by the Superior Court of the County of SAN BERNARDINO, State of California, under date 06/27/1952, Case No. 73081. That the notice, of which the annexed is a printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to-wit: 06/19/2019 06/19/2019 SAN BERNARDINO !A000005134665! Email The City of Charlotte,North Carolina is requesting proposals from qualified and experienced firms to provide Furniture,Installation,and Related Products &Services (RFP No.269- 2019-105).In order to be considered, the Offeror must complete and submit a proposal to The City of Charlotte in accordance with the solicitation documentation available at https://charlottenc.gov/DoingBusiness/ Pages/ContractOpportunities.aspx or from the City Procurement office. PRE-PROPOSAL CONFERENCE: Tuesday,July 9th,2019,10:00 am local time,Charlotte-Mecklenburg Government Center (CMGC),600 East Fourth Street,Charlotte,North Carolina 28202,Basement CH14 Room or Via Teleconference by calling 704-336-5494. PROPOSAL DUE DATE: July 30th,2019 BEFORE 2:00 PM LOCAL TIME.CONTACT:Genetta N. Carothers,Procurement Officer,704- 336-5195 or gcarothers@charlottenc.gov 6/19/19 SBS-3265286# 374992 Date: 06/14/2019 Adnum: 374992 Custid: 69764 ADVERTISING PROOF Customer: PHASE 3 MARKETING & COMM. Ad Title: Furniture, Installation, and Related Products & Services Lines: 40 ^STARTAD^374992^City of Charlotte, North Carolina Furniture, Installation, and Related Products & Services Submittal date: July 30 The City of Charlotte, North Carolina is requesting propos-als from qualified and experi-enced firms to provide Furniture, Installation, and Related Products & Services (RFP No. 269-2019-105). In order to be considered, the Offeror must complete and submit a proposal to The City of Charlotte in accordance with the solicitation documentation available at https:/ / charlottenc.gov/ DoingBusiness/ Pages/ ContractOpportunities.aspx or from the City Procurement office.PRE-PROPOSAL CON FER-ENCE: Tuesday, July 9th, 2019, 10:00 am local time, Charlotte-Mecklenburg Government Center (CMGC), 600 East Fourth Street, Charlotte, North Carolina 28202, Basement CH14 Room or Via Teleconference by calling 704-336-5494.PROPOSAL DUE DATE:July 30th, 2019 BEFORE 2:00 PM LOCAL TIME. CONTACT: Genetta N. Carothers, Procurement Officer, 704-336-5195 or gcarothers@charlottenc.govDate of publication in the Seattle Daily Journal of Commerce, June 19, 2019.6/19(374992)^ENDAD^374992^ ^THE-END^ State of Washington, King County 4 D ❚WEDNESDAY, JUNE 19, 2019 ❚USA TODAY LIFE To place your Public Notice in our Classified section, call: 1-800-397-0070 PUBLIC NOTICE HEALTH / FITNESS Visit Viamedic.com/USA for special offers FDA APPROVED GENERICVIAGRA 50% SAVINGS PrescriptionIncluded USA Licensed Physicians and Pharmacies HEALTH / FITNESS CALL 800-416-7552 (24hrs) ESSURE CONTRACEPTIVE WARNING The Essure contraceptive may break or migrate after insertion, puncturing the fallopian tubes, resulting in corrective surgery or even possibly, a hysterectomy. If Essure birth control caused you serious complications then you may be entitled to compensation.You will pay nothing until we make a recovery in your favor. To advertise, call:1-800-397-0070 IVC FILTER WARNING THE FDA HAS ISSUED A WARNING TO ALL IVC FILTER PATIENTS. THESE IVC FILTERS MAY CAUSE SERIOUS INJURIES. IF YOU OR YOUR LOVED ONE HAD AN IVC FILTER IMPLANTED YOU MAY BE ENTILTED TO FINANCIAL COMPENSTATION THERE ARE NO FEES UNLESS YOU GET A SETTLEMENT CALL NOW FOR A FREE LEGAL CONSULTATION Call now: 800-340-1530 (24/7) Call to see if you qualify NOW: 800-208-3526 (24hrs) TALCUM POWDER WARNING Users of Johnson and Johnson’s Baby Powder and Shower to Shower may be at a higher risk of developing ovarian cancer. If you or a loved one used talcum powder and were diagnosed with ovarian cancer, you may be entitled to financial compensation. Get Out ofYour Timeshare Contract Permanently 800-955-0426 Stop the Payments and Maintenance Fees Guaranteed / No More Timeshare Payments To view more Classified listings, visit: www.classifieds.usatoday.com Airline Tickets Deep Discounts Domestic – International – First Class Save up to 75% off Retail Prices Call 24/7 and Save 800-448-0828 AIRLINE TICKETS TRAVEL BUSINESS OPPORTUNITIES BUSINESS OPPORTUNITIES TELECOMMUNICATIONS SAVE THOUSANDS on current cell phone bills! Offer for first 500 customers! Bring your existing number or be provided with a new one! To start your savings today, call or text: 334-220-8114 ©WIGGLES 3D GAMESDON’T QUOTE ME® Rearrange the words to complete the quote.Canadian writer Richard J. Needham shares this observation. 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For more puzzles, get the USA TODAY Crossword app. The City of Charlotte, North Carolina is requesting proposals from qualified and experienced firms to provide Furniture, Installation, and Related Products & Services (RFP No. 269-2019-105). In order to be considered, the Offeror must complete and submit a proposal to The City of Charlotte in accordance with the solicitation documentation available at https://charlottenc.gov/DoingBusiness/Pages/ ContractOpportunities.aspx or from the City Procurement office. PRE-PROPOSAL CONFERENCE: Tuesday, July 9th, 2019, 10:00 am local time, Charlotte-Mecklenburg Government Center (CMGC), 600 East Fourth Street, Charlotte, North Carolina 28202, Basement CH14 Room or Via Teleconference by calling 704-336-5494. PROPOSAL DUE DATE: July 30th, 2019 BEFORE 2:00 PM LOCAL TIME. CONTACT: Genetta N. Carothers, Procurement Officer, 704-336-5195 or gcarothers@charlottenc.gov BUSINESS BANK SERVICES 15 Year Old Subprime Auto Lender Looking to Replace Senior Bank Lenders $25 Million Line of Credit Call and/or Text 706-414-6194 (Tony Hale) under his friendly wing. Forky wrestles with an existential crisis – is he trash or toy? – while Hanks had one of his own in January after he did his last lines for the movie. “It’s like I had an out-of-body experience,” he re- calls. “I thought, ‘Well. Oh, my. Oh, my my. Well, how about that then? How about that.’ There was an interesting feeling of a sudden lack of purpose that took me by surprise.” Woody always has taken the respon- sibility of leading his plastic peers, a quality that Hanks, 62,connected with immediately when he recorded his role for the first “Toy Story.” “I’ve been to parties or dinners where I realize that no one really is steering the focus ... I will take that over,” Hanks says, laughing. “Woody’s job was literally going, ‘Gather round, guys! It’s my responsibil- ity to make sure we’re all on the same page here!’ I’m that guy. I’m the guy who does that.” If Hanks were 11 again, the same age the Northern California native figures he first went to Disneyland, he would be a “Buzz guy” rather than a Woody fan. Mainly because of the space ranger thing, Hanks says, but also because Buzz “had structure to him: Wings came out, and he had buttons you pressed.” Growing up, Hanks watched Walt Disney hosting Disney’s anthology TV series “all the time,” which was key to playing the animation pioneer on screen. Walt and Woody are in Hanks’ annals of wholesome, endearing souls who have made him a comforting cul- tural icon. Add to them Mister Rogers in the upcoming “A Beautiful Day in the Neighborhood” (out Nov. 22). Where Disney was a businessman making movies “that nobody else would make,” Fred Rogers was a different sort of pioneer. “He had a calling, he had a flock, he had a ministry and it was the one kid that was sitting on the other side of the TV screen from him,” Hanks says. “He could’ve been a millionaire many times over, but he never marketed or copy- righted those characters. “Disney, he wanted everybody on the planet to see (his movies) and love them. Fred Rogers wanted 3- and 4- year-old kids to watch him and feel safe.” Those kinds of roles, and Hanks’ own folksiness in real life, led to him being dubbed “America’s dad,” a fatherly man- tle that he poked fun at in a “Saturday Night Live” monologue but proudly owns, especially in his work. “Everybody who has ever put some- thing on film has a countenance that is carried through forever,” Hanks says. “It’s unmistakably them, but at the same time, you are willing to follow them to wherever they lead you. I get that and I’m not about to pretend it doesn’t exist.” Hanks takes that into account when choosing his projects: “I’ve said no to some things because I said, ‘Guys, I’d be faking it.’ Every time you make a movie, there is somebody out there who is see- ing you for the very first time. Therefore, you better be connected to what is ex- pected of you.” His upcoming slate of roles is diverse: a Navy destroyer commander in World War II drama “Greyhound,”an inventor who is the last man on Earth in the sci-fi film “BIOS,” and Colonel Tom Parker in a Baz Luhrmann Elvis Presley biopic. You might see Hanks at one of his wife Rita Wilson’s concerts this summer. “Show business is a great hang, whether you’re working or you’re asking, ‘Hey, are there free sandwiches anywhere?’ ” While visitors scream riding the Slinky Dog Dash just outside, Hank con- cedes he’s not really a roller coaster guy. Instead, “the world is my theme park,” he says, adding that there isn’t anything he does to feel like a kid again. “I live exactly the way I lived when I was 8,” Hanks says with a chuckle. “I’m less confused, I have a little bit less self- loathing, a little less self-conscious- ness, but every day is some form of play and laughter. I’ve got to take my medi- cine, but I don’t have some (place to go) and say, ‘Ahh, at last, I get to live care- free!’ Every day is like that.” Hanks Continued from Page 1D Ad Number:Insertion Number:Size:Color Type:USA0044282-01N/A0.768BWAdvertiser:Agency:Section-Page-Zone(s):Description:USA TodayN/AD-4-AllclassifiedWednesday, June 19, 2019 From:Chris White To:Tomek Kruszec Subject:Re: City of Charlotte Furniture RFP Date:Wednesday, June 26, 2019 10:44:23 PM Attachments:image001.png I’ll try to get it posted, but we’re having some challenges with that at the moment. Thank you, Christopher White Regional Manager - Southeast OMNIA Partners - Public Sector Cell: 919.738.6098 www.omniapartners.com Sent from my iPhone On Jun 26, 2019, at 3:59 PM, Tomek Kruszec <tomek.kruszec@omniapartners.com> wrote: Hi Chris, Here is the bookmarked RFP for the City of Charlotte Furniture Solicitation. Can you please let me know when it is posted in S. Carolina? Thank you, Tomek Kruszec Contract Manager OMNIA Partners, Public Sector 615-431-1861 Office 434-401-5278 Cell PLEASE NOTE NEW EMAIL ADDRESS: Tomek.Kruszec@omniapartners.com <image001.png> www.nationalipa.org www.uscommunities.org <269-2019-105_City of Charlotte_Furniture_RFP_2019_6_19.pdf> This space for filing stamp only OR #: O R A N G E C O U N T Y R E P O R T E R ~ SINCE 1921 ~ 600 W. Santa Ana Blvd., Suite 205, Santa Ana, California 92701-4542 Telephone (714) 543-2027 / Fax (714) 542-6841 PROOF OF PUBLICATION (2015.5 C.C.P.) State of Calif ornia ) County of Orange ) ss Notice Type: Ad Description: I am a citizen of the United States and a resident of the State of California; I am over the age of eighteen years, and not a party to or interested in the above entitled matter. I am the principal clerk of the printer and publisher of the ORANGE COUNTY REPORTER, a newspaper published in the English language in the City of Santa Ana, and adjudged a newspaper of general circulation as defined by the laws of the State of California by the Superior Court of the County of Orange, State of California, under date of June 2, 1922, Case No. 13,421. That the notice, of which the annexed is a printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to-wit: Executed on: 10/10/2004 At Riverside, California I certify (or declare) under penalty of perjury that the foregoing is true and correct. Signature SAN BERNARDINO COUNTY SUN 473 E CARNEGIE DR #200, SAN BERNARDINO, CA 92408 (909) 889-9666 (909) 884-2536 SB 3311896 SYDNEY RUBIN PHASE 3 MARKETING & COMMUNICATIONS/NIPA 109 WESTPARK DRIVE SUITE 360 BRENTWOOD, TN - 37027 RFP - REQUEST FOR PROPOSALS RFP No. 19-18 I am a citizen of the United States and a resident of the State of California; I am over the age of eighteen years, and not a party to or interested in the above entitled matter. I am the principal clerk of the printer and publisher of the SAN BERNARDINO COUNTY SUN, a newspaper published in the English language in the city of SAN BERNARDINO, county of SAN BERNARDINO, and adjudged a newspaper of general circulation as defined by the laws of the State of California by the Superior Court of the County of SAN BERNARDINO, State of California, under date 06/27/1952, Case No. 73081. That the notice, of which the annexed is a printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to-wit: 11/08/2019 11/08/2019 SAN BERNARDINO !A000005272936! Email Region 4 ESC,Houston,TX is requesting proposals from qualified and experienced firms to provide Furniture,Installation,and Related Services (RFP No.19-18).In order to be considered,the Offeror must complete and submit a proposal to Region 4 ESC in accordance with the solicitation documentation available at www.esc4.net or from the Procurement Services office. PRE-PROPOSAL CONFERENCE: Thursday,November 21st,2019,10:00 am local time,Region 4 ESC Offices, 7145 West Tidwell Road,Houston, TX 77092. PROPOSAL DUE DATE: December 11th,2019,BEFORE 2:00 PM LOCAL TIME.CONTACT: Crystal Wallace,Business Operations Specialist,(713)744-8189 or cwallace@esc4.net 11/8/19 SBS-3 311896# MONEY U SA TODAY ❚THURSDAY, NOVEMBER 7, 2019 ❚3B Know Your Stuff is a new column that unlocks the hidden secrets about the everyday products you own. If you were to peek inside my refrig- erator, you might see a surprise next to the butter drawer: my batteries. I keep them there because, at some point in the foggy past, someone told me it was good idea, and I believed them. However, I’ve learned that gut in- stincts often fall apart in the face of ac- tual facts. So I took my question to the experts and learned, yet again, that even the simple things we own can be surprisingly complex. Myth: Storing batteries in the refrig- erator prolongs their life. Fact: It’s partially true, but you’re bet- ter off not doing it. In order to understand why, it’s help- ful to have some insight into how a bat- tery works. To keep things simple, we’ll limit ourselves to common AA and AAA batteries – not smartphone or laptop batteries. To get technical for just one moment, batteries release energy because of a chemical reaction between two or more compounds stored inside. Electrons flow out of the one terminal, through whatever device they’re powering, and back into the other terminal. But even when they’re not plugged in, those electrons can sneak out of the battery, draining their capacity through a process called self-discharge. It’s easy to see how common wisdom would point towards the refrigerator as a solution: If you can slow down the chemical reaction, you should be able to store batteries longer. So, should you? The answer from battery makers is a uniform and une- quivocal. “That’s a long-held myth, and the an- swer is no,” says Tom Van Voy of Pana- sonic Energy Corp. of America. All major brands recommend a clean, dry, room-temperature environment. When stored properly, the discharge rate of a single-use alkaline battery, the most common type in the U.S., is negli- gible – only about 3% per year. Single- use lithium batteries lose even less. While refrigeration is a no-no, tem- perature still has a big impact on a bat- tery’s shelf life. When battery makers recommend “room temperature,” they generally mean between 68-78°F. Depending on your location, though, your house may get a lot warmer than that. And the hot- ter it gets, the faster your batteries lose their charge. Yet another reason experts recom- mend not keeping batteries in the fridge is condensation. “Humidity can impact batteries as a whole, says Van Voy, “and that’s why we recommend a dry storage environment. You build up condensation in a refriger- ator.” If you insist on keeping your batteries in fridge, at least put them in an airtight container where water vapor can’t get at them. But consider me reformed. You’ll find my batteries in the drawer from now on. David Kender is the editor in chief of Reviewed, a product review website and part of the USA TODAY Network. If you have a question about how your stuff works, or just want to know what to buy, email him at request@reviewed.com. KNOW YOUR STUFF Fridge shelf no better for battery shelf life David Kender USA TODAY Experts say don’t store your batteries in the fridge.JACKSON RUCKAR/REVIEWED I don’t like the idea of granting my TVs access to Facebook and allowing the social network to install a video camera and microphone in my living room. But I’ve got to admit its new Portal TV is, hands down, the best video chat de- vice I’ve ever come across. And to com- municate with my relatives, I could let down my guard and let Facebook in. There are some concerns, and they are big ones. More on that below. I’ve tried the vertical phone thing with friends and family on FaceTime and Google Hangouts, I’ve done laptop- to-laptop chat, Periscoped, Facebook Live’d – you name it. But with Portal TV in the living room – hanging out on the couch, without having to hold a phone in front of my face or sitting statically by a laptop or desktop – it just seemed so natural. What is Portal TV? Portal TV is the next step for Face- book, which in 2018 introduced the Por- tal video display unit for chats, playing music and games. The initial units were 15 inches and 10 inches and sold poorly the first year, according to a sales survey by Voicebot.ai. This year, Facebook up- graded the Portal with 8-inch ($129) and (a revamped) 10-inch ($179) models, adding the ability to do WhatsApp chats as well. For $149, you can buy Portal TV, if you can get over the social network’s various privacy breaches and its tendency to track personal data to sell to marketers. If you’re considering any of the Portal units, this is the one to get. Why buy a little box for video chat- ting that does little beyond video chat – yeah, it plays music and shows a hand- ful of videos, but you get that with TV, and the bigger screen is way prettier to look at. On a large, flat-screen, in 4K res- olution, whatever size TV you have is going to look way better than 10 inches. How Portal TV worked My video chat with colleague Ed Baig, on my Portal TV test unit to his, looked fabulous. I was in his basement, he was in my living room, and the Face- book Portal camera easily panned and zoomed along with us as we moved, to follow us around the room. Not in a creepy way, but as a tool to make the vi- suals way more interesting. My other video chats were good, but nowhere near as impressive as Portal to Portal, which is the optimum experi- ence. I called my brother, who held up his phone vertically cropping out half of the image, which is what happens when the camera isn’t held horizontally. When I called USA TODAY colleague Trevor Hughes. He was in front of his laptop, in horizontal, thank you, and that was great. But he was stuck behind a desk, while I was free to roam around. If you’re considering Portal TV, you’ll really want two of them. (Facebook of- fers a $50 discount if you buy two, so the total bill would be $250 plus tax.) But, still, there are concerns Facebook knows it has privacy issues to contend with. The unit is “private by design,” Facebook says on its website. To appease concerns about that always- on video camera, the Portal has a cover that can slide over the camera when not in use – if you remember to do that. Don’t think for a minute that Face- book isn’t monitoring you. When you connect on a video call, “we collect in- formation in a similar way to other Face- book products,” the social network notes. For instance, it notes that you’ve made a call, who you called and where, and which other Portal apps (which in- clude Pandora and CBS All-Access) have been opened and used. That “may be used to inform the ads you see across Facebook,” the company admits. Facebook says it does not listen to, view or keep the contents of your video or audio calls, “so nothing you say on a Portal call is used for advertising.” However, it also says that when you use the “Hey, Portal” wake words, it rec- ords and transcribes your commands and invites users to go to their Portal settings to delete them. But in typical Facebook fashion, it makes it nearly impossible to opt-out, by sending you to a computer or mobile device to type in a code that’s such a hassle, you give up on the spot.Oh, if only Apple, without all this privacy bag- gage, had created the product instead. Portal TV is available at Facebook’s online store, Best Buy, Bed, Bath & Be- yond and Amazon. Facebook’s Portal TV feels natural Talking Tech Jefferson Graham USA TODAY Video chatting with Ed Baig on Facebook Portal TV.JEFFERSON GRAHAM TECH To advertise in USA TODAY Marketplace, email:sales@russelljohns.com To place your Public Notice in our Marketplace section, call: 1-800-397-0070 PUBLIC NOTICE Send your sales through the roof with an ad in Marketplace Today. 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Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than January 7, 2020, at 4:30 p.m. CentralTime, and late proposals will not be considered. NOTICES PUBLIC NOTICE PUBLIC NOTICE PUBLIC NOTICE The Interlocal Purchasing System (TIPS)has posted procurement solicitations at www.tips-usa.com for the following categories: RFP# 191101 – Commissioning and Testing Services for Facility Systems Proposals are due and will be opened on December 20, 2019, at 3:00 pm local time. Call 866-839-8477 for problems with website or questions. Region 4 ESC, Houston, TX is requesting proposals from qualified and experienced firms to provide Furniture, Installation, and Related Services (RFP No. 19-18). In order to be considered, the Offeror must complete and submit a proposal to Region 4 ESC in accordance with the solicitation documentation available at www.esc4.net or from the Procurement Services office. PRE-PROPOSAL CONFERENCE: Thursday, November 21st, 2019, 10:00 am local time, Region 4 ESC Offices, 7145 West Tidwell Road, Houston, TX 77092. PROPOSAL DUE DATE: December 11th, 2019, BEFORE 2:00 PM LOCAL TIME. CONTACT: Crystal Wallace, Business Operations Specialist, (713) 744-8189 or cwallace@esc4.netAd Number:Insertion Number:Size:Color Type:USA0052230-01N/A0.263BWAdvertiser:Agency:Section-Page-Zone(s):Description:USA TodayN/AB-3-AllMkpl Today cls Nov07Thursday, November 7, 2019 City of Charlotte, North Carolina Contract # 2020000606 for Furniture, Installation and Related Products and Services with Haworth, Inc. Effective: January 1, 2020 The following documents comprise the executed contract between the City of Charlotte and Haworth, Inc., effective January 1, 2020: I. Purchasing Agreement #2020000606 II. Supplier’s Response to the RFP, incorporated by reference CONTRACT #: 2020000606 VENDOR #: 304468 STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG AGREEMENT TO PROVIDE FURNITURE, INSTALLATION, AND RELATED PRODUCTS AND SERVICES THIS PROFESSIONAL SERVICES CONTRACT (the “Contract”) is made and entered into as of this 1st day of January 2020 (the “Effective Date”), by and between Haworth, Inc., a corporation doing business in North Carolina (the "Company"), and the City of Charlotte, a North Carolina municipal corporation (the "City"). RECITALS WHEREAS, the City issued a Request For Proposals (RFP # 269-2019-105) for Furniture, Installation, and Related Products and Services dated June 19, 2019. This Request for Proposals together with all attachments and addenda, is referred to herein as the “RFP”; and WHEREAS, the City desires that the Company provide certain Furniture, Installation, and Related Products and Services (“Products”) and (“Services”), and the Company desires to provide such Products/Services; and WHEREAS, the City and the Company have negotiated and agreed regarding the above-referenced Services and desire to reduce the terms and conditions of their agreement to this written form. WHEREAS, the City on behalf of itself and any other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, nonprofit entities, and agencies for public benefit that elect to access the Contract (a “Participating Public Agency”), competitively solicited and awarded the Contract to the Company. The City has designated OMNIA Partners as the administrative and marketing conduit for the distribution of the Contract to Participating Public Agencies. The City is acting as the “Principal Procurement Agent” for the Participating Public Agencies, and shall not be liable or responsible for any costs, damages, liability or other obligations incurred by the Participating Public Agencies. The Company (including its subsidiaries and distributors) shall deal directly with each Participating Public Agency concerning the placement of orders, issuance of purchase orders, contractual disputes, invoicing, payment and all other matters relating or referring to such Participating Public Agency’s access to the Contract. Each Participating Public Agency enters into a Master Intergovernmental Cooperative Purchasing Agreement (MICPA) outlining the terms and conditions that allow access to the Principle Procurement Agencies’ Contract. 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. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in further consideration of the covenants and representations contained herein, the parties agree as follows: CONTRACT 1. EXHIBITS. The Exhibits below are hereby incorporated into and made a part of this Contract. With the exception of Exhibit D (Federal Contract Terms and Conditions), any conflict between language in an Exhibit or Appendix to this Contract and the main body of this Contract shall be resolved in favor of the main body of this Contract and any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below. Notwithstanding anything contained in this Contract or any Exhibit to the contrary, in the event of a conflict between the language of Exhibit D and the main body 1 CONTRACT #: 2020000606 VENDOR #: 304468 of this Contract or any other Exhibit to this Contract, the language of Exhibit D shall prevail. Each reference to Haworth, Inc. in the Exhibits and Appendices shall be deemed to mean the Company. EXHIBIT A: PRICING SHEET EXHIBIT B: SCOPE OF WORK EXHIBIT C: PROPOSAL RESPONSE FORMS EXHIBIT D: FEDERAL CONTRACT TERMS AND CONDITIONS 2. DEFINITIONS. This section may include, but not be limited to, terms defined in Section 2 of the RFP. 3. DESCRIPTION OF PRODUCTS AND SERVICES. 3.1. The Company shall be responsible for providing the Products and Services described in Exhibit B attached to this Contract and incorporated herein by reference. Without limiting the foregoing, the Company will perform the Services and meet the requirements as set forth in Exhibit B. However, the Company shall not be responsible for tasks specifically assigned to the City in this Contract or in Exhibit B. 3.2. The Company shall perform the Services on site at the City’s facility in Charlotte, North Carolina, except as mutually agreed upon in writing in specific instances by the City. 4. COMPENSATION. 4.1. TOTAL FEES AND CHARGES. The City agrees to pay the Company a fixed price (the “Purchase Price”) as full and complete consideration for the satisfactory performance of all the requirements of this Contract. This amount constitutes the maximum total fees and charges payable to the Company under this Contract including Expenses and will not be increased except by a written instrument duly executed by both parties, which expressly states that it amends this Section of the Contract. 4.2. NO EXPENSES CHARGEABLE. The Company shall not be entitled to charge the City for any travel, mileage, meals, materials or other costs or expenses associated with this Contract. 4.3. EMPLOYMENT TAXES AND EMPLOYEE BENEFITS. The Company represents and warrants that the employees provided by the Company to perform the Services are actual employees of the Company, and that the Company shall be responsible for providing all salary and other applicable benefits to each Company employee. The Company further represents, warrants and covenants that it will pay all withholding tax, social security, Medicare, unemployment tax, worker’s compensation and other payments and deductions that are required by law for each Company employee. The Company agrees that the Company employees are not employees of the City. 4.4. INVOICES. Each invoice sent by the Company shall detail all Services performed and delivered which are necessary to entitle the Company to the requested payment under the terms of this Contract. All invoices must include an invoice number and the City purchase order number for purchases made under this Contract. Purchase order numbers will be provided by the City. Invoices must be submitted with lines matching those on the City-provided purchase order. The Company shall email all invoices to cocap@charlottenc.gov. 4.5. DUE DATE OF INVOICES. Payment of invoices shall be due within thirty (30) days after receipt of an accurate, undisputed properly submitted invoice by the City. 4.6. PRE-CONTRACT COSTS. The City shall not be charged for any Products/Services or other work performed by the Company prior to the Effective Date of this Contract. 2 CONTRACT #: 2020000606 VENDOR #: 304468 4.7. INSPECTION. During the term of the Contract and for a period of one (1) year after termination of this Contract, the City shall have the right to inspect, but not copy or retain, during normal business hours, either itself or through an independent auditor, all reasonably related books and records and facilities of the Company necessary to evaluate Company's compliance with the terms and conditions of this Contract or the City's payment obligations. The City shall pay its own expenses relating to such inspections, but shall not have to pay any expenses or costs of the Company. However, if non-compliance is found that cost the City in excess of $10,000, then the Company shall be required to credit the City for the cost of the audit. The City shall provide at least ten (10) business days' prior notice of its desire to conduct the inspection. The inspection shall take place at the place or places agreed upon between Company and City. The City shall conduct the inspection in a manner that does not unreasonably disrupt the Company's normal business operations. The City may exercise this right of inspection not more than once during any 12-month period unless the City provides evidence of material non-compliance with this Contract. 5. TIME IS OF THE ESSENCE. Time is of the essence in having the Company provide Products and perform all Services and deliver all Deliverables within the time frames provided by this Contract and Exhibit B, including all completion dates, response times and resolution times (the “Completion Dates”). Except as specifically stated in this Contract, there shall be no extensions of the Completion Dates. All references to days in this Contract (including the Exhibits) shall refer to calendar days rather than business days, unless this Contract provides otherwise for a specific situation. 6. NON-APPROPRIATION OF FUNDS. If the Charlotte City Council does not appropriate the funding needed by the City to make payments under this Contract for any given fiscal year, the City will not be obligated to pay amounts due for services which were not performed. In such event, the City will promptly notify the Company of the non-appropriation and this Contract will be terminated at the end of the fiscal year for which the funds were appropriated. No act or omission by the City, which is attributable to non-appropriation of funds shall constitute a breach of or default under this Contract. 7. COMPANY PROJECT MANAGER. The duties of the Company Project Manager include, but are not limited to: 7.1. Coordination of Project schedules and the Company’s resource assignment based upon the City’s requirements and schedule constraints; 7.2. Management of the overall Project by monitoring and reporting on the status of the Project and actual versus projected progress, and by consulting with the City’s Project Manager when deviations occur and by documenting all such deviations in accordance with agreed upon change control procedures; 7.3. Provision of consultation and advice to the City on matters related to Project implementation strategies, key decisions and approaches, and Project operational concerns/issues and acting as a conduit to the Company’s specialist resources that may be needed to supplement the Company’s normal implementation staff; 7.4. Acting as the Company’s point of contact for all aspects of contract administration, including invoicing for Products/Services, and status reporting; 7.5. Facilitation of review meetings and conferences between the City and the Company’s executives when scheduled or requested by the City; 7.6. Communication among and between the City and the Company’s staff; 7.7. Promptly responding to the City Project Manager when consulted in writing or by E-mail with respect to Project deviations and necessary documentation; 7.8. Identifying and providing the City with timely written notice of all issues that may threaten the Company’s Products/Services in the manner contemplated by the Contract (with “timely” 3 CONTRACT #: 2020000606 VENDOR #: 304468 meaning immediately after the Company becomes aware of them); 7.9. Ensuring that adequate quality assurance procedures are in place throughout the Contract; and 7.10. Meeting with other service providers working on City projects that relate to this effort as necessary to resolve problems and coordinate the Products/Services. 8. CITY PROJECT MANAGER. The duties of the City Project Manager are to (i) ensure that the Company delivers all requirements and specifications in the Contract; (ii) coordinate the City’s resource assignment as required to fulfill the City’s obligations pursuant to the Contract; (iii) promptly respond to the Company Project Manager when consulted in writing or by E-mail with respect to project issues; and (iv) act as the City’s point of contact for all aspects of the Products/Services including contract administration and coordination of communication with the City’s staff. The City shall be allowed to change staffing for the City Project Manager position on one (1) business day’s notice to the Company. 9. DUTY OF COMPANY TO IDENTIFY AND REQUEST INFORMATION, PERSONNEL AND FACILITIES. The Company shall identify and request in writing from the City in a timely manner: (i) all information reasonably required by the Company to perform each task comprising the Services, (ii) the City’s personnel whose presence or assistance reasonably may be required by the Company to perform each task comprising the Services, and (iii) any other equipment, facility or resource reasonably required by the Company to perform the Services. Notwithstanding the foregoing, the Company shall not be entitled to request that the City provide information, personnel or facilities other than those that Exhibit B specifically requires the City to provide, unless the City can do so at no significant cost. The Company shall not be relieved of any failure to perform under this Contract by virtue of the City’s failure to provide any information, personnel, equipment, facilities or resources: (i) that the Company failed to identify and request in writing from the City pursuant to this Section; or (ii) that the City is not required to provide pursuant to this Contract. In the event the City fails to provide any information, personnel, facility or resource that it is required to provide under this Section, the Company shall notify the City in writing immediately in accordance with the notice provision of this Contract. Failure to do so shall constitute a waiver by Company of any claim or defense it may otherwise have based on the City’s failure to provide such information, personnel, facility or resource. 10. COMPANY PERSONNEL REMOVAL, REPLACEMENT, PROMOTION, ETC. 10.1. The City will have the right to require the removal and replacement of any personnel of the Company or the Company’s subcontractors who are assigned to provide Products/Services to the City based on experience, qualifications, performance, conduct, compatibility, and violation of City policy or any other reasonable grounds. The addition or promotion of any personnel to key positions within the Project must be approved by the City in writing. The Company will replace any personnel that leave the Project, with persons having at least equivalent qualifications who are approved by the City in writing. As used in this Contract, the “personnel” includes all staff provided by the Company or its subcontractors. 11. BACKGROUND CHECKS. Prior to starting work under this Contract, the Company is required to conduct a background check on each Company employee assigned to work under this Contract, and shall require its subcontractors (if any) to perform a background check on each of their employees assigned to work under this Contract (collectively, the “Background Checks”). Each Background Check must include: (i) the person’s criminal conviction record from the states and counties where the person lives or has lived in the past seven (7) years; and (ii) a reference check. After starting work under this Contract, the Company is required to perform a Background Check for each new Company employee assigned to work under this Contract during that year, and shall require its subcontractors (if any) to do the same for each of their employees. If the Company undertakes a new project under this Contract, then prior to commencing performance of the project the Company shall perform a Background Check for each Company employee assigned to work on the project, and shall require its subcontractors (if any) to do the same for each of their employees. 4 CONTRACT #: 2020000606 VENDOR #: 304468 If a person’s duties under this Contract fall within the categories described below, the Background Checks that the Company will be required to perform (and to have its subcontractors perform) shall also include the following additional investigation:  If the job duties require driving: A motor vehicle records check.  If the job duties include responsibility for initiating or affecting financial transactions: A credit history check.  If job duties include entering a private household or interaction with children: A sexual offender registry check. The Company must follow all State and Federal laws when conducting Background Checks, including but not limited to the Fair Credit Reporting Act requirements, and shall require its subcontractors to do the same. The Company shall notify the City of any information discovered in the Background Checks that may be of potential concern for any reason. The City may conduct its own background checks on principals of the Company as the City deems appropriate. By operation of the public records law, background checks conducted by the City are subject to public review upon request. 12. ACCEPTANCE OF TASKS AND DELIVERABLES. Within a reasonable time after a particular Deliverable has been completed (or such specific time as may be set forth in Exhibit B), the Company shall submit a written notice to the City’s Project Manager stating the Deliverable(s) that have been met. This notice shall include a signature page for sign-off by the City Project Manager indicating acceptance of such Deliverable(s). If the City Project Manager is not satisfied that the Deliverable(s) has been met, a notice of rejection (a “Rejection Notice”) shall be submitted to the Company by the City Project Manager that specifies the nature and scope of the deficiencies that the City wants corrected. Upon receipt of a Rejection Notice, the Company shall: (i) act diligently and promptly to correct all deficiencies identified in the Rejection Notice, and (ii) immediately upon completing such corrections give the City a written, dated certification that all deficiencies have been corrected (the “Certification”). In the event the Company fails to correct all deficiencies identified in the Rejection Notice and provide a Certification within thirty (30) days after receipt of the Rejection Notice, the City shall be entitled to terminate this Contract for default without further obligation to the Company and without obligation to pay for the defective work. Upon receipt of the corrected Deliverable(s), or a Certification, whichever is later, the above-described Acceptance procedure shall recommence. The City shall not be obligated to allow the Company to recommence curative action with respect to any deficiency previously identified in a Rejection Notice, or more than once for any given Deliverable (and shall be entitled to terminate this Contract for default if the Company does not meet this time frame). 13. NON-EXCLUSIVITY. The Company acknowledges that it is one of several providers of Furniture, Installation, and Related Products and Services to the City and the City does not represent that it is obligated to contract with the Company for any particular project. 14. EACH PARTY TO BEAR ITS OWN NEGOTIATION COSTS. Each party shall bear its own cost of negotiating this Contract and developing the exhibits. The City shall not be charged for any Products/Services or other work performed by the Company prior to the Effective Date. 15. REPRESENTATIONS AND WARRANTIES OF COMPANY. 15.1. GENERAL WARRANTIES. 15.1.1. The Products/Services shall satisfy all requirements set forth in this Contract, including but not limited to the attached Exhibits; 5 CONTRACT #: 2020000606 VENDOR #: 304468 15.1.2. The Company has taken and will continue to take sufficient precautions to ensure that it will not be prevented from performing all or part of its obligations under this Contract by virtue of interruptions in the computer systems used by the Company; 15.1.3. All Products provided and Services performed by the Company and/or its subcontractors pursuant to this Contract shall meet the highest industry standards and Services shall be performed in a professional and workmanlike manner by staff with the necessary skills, experience and knowledge; 15.1.4. Neither the Products/Services nor any Deliverables provided by the Company under this Contract will infringe or misappropriate any U.S. registered patent, copyright, or trademark rights of any third party; 15.1.5. The Company and each Company employee provided by the Company to the City shall have the qualifications, skills and experience necessary to provide Products and perform the Services described or referenced in Exhibit B; 15.1.6. All information provided by the Company about each Company employee is accurate; and 15.1.7. Each Company employee is an employee of the Company, and the Company shall make all payments and withholdings required for by law for the Company for such employees. 15.2. ADDITIONAL WARRANTIES. The Company further represents and warrants that: 15.2.1. It is a legal entity and if incorporated, duly incorporated, validly existing and in good standing under the laws of the state of its incorporation or licensing and is qualified to do business in North Carolina; 15.2.2. It has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Contract; 15.2.3. The execution, delivery, and performance of this Contract have been duly authorized by the Company; 15.2.4. No approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Contract; 15.2.5. In connection with its obligations under this Contract, it shall comply with all applicable federal, state and local laws and regulations and shall obtain all applicable permits and licenses; and 15.2.6. The performance of this Contract by the Company and each Company employee provided by the Company will not violate any contracts or agreements with third parties or any third party rights (including but not limited to non-compete agreements, non-disclosure agreements, patents, trademarks or intellectual property rights). 16. OTHER OBLIGATIONS OF THE COMPANY. 16.1. WORK ON CITY’S PREMISES. The Company and all its employees will, whenever on the City's premises, obey all instructions and City policies that are provided with respect to providing Products and performing Services on the City’s premises. 16.2. RESPECTFUL AND COURTEOUS BEHAVIOR. The Company shall assure that its employees interact with City employees and the public in a courteous, helpful and impartial manner. All employees of the Company in both field and office shall refrain from belligerent behavior and/or profanity. Correction of any such behavior and language shall be the responsibility of the Company. 6 CONTRACT #: 2020000606 VENDOR #: 304468 16.3. REPAIR OR REPLACEMENT OF DAMAGED EQUIPMENT OR FACILITIES. In the event that the Company causes damage to the City’s equipment or facilities, the Company shall, at its own expense, promptly repair or replace such damaged items to restore them to the same level of functionality that they possessed prior to the Company’s action. 16.4. REGENERATION OF LOST OR DAMAGED DATA. With respect to any data that the Company or any Company employees have negligently lost or negligently damaged, the Company shall, at its own expense, promptly replace or regenerate such data from the City's machine-readable supporting material, or obtain, at the Company's own expense, a new machine-readable copy of lost or damaged data from the City’s data sources. 16.5. NC E-VERIFY REQUIREMENT. The Company shall comply with the requ irements of Article 2 of Chapter 64 of the North Carolina General Statutes, and shall require each of its subcontractors to do so as well. 16.6. NC PROHIBITION ON CONTRACTS WITH COMPANIES THAT INVEST IN IRAN OR BOYCOTT ISRAEL. Company certifies that: (i) it is not identified on the Final Divestment List or any other list of prohibited investments created by the NC State Treasurer pursuant to N.C.G.S. 147-86.58 (collectively, the “Treasurer’s IDA List”); (ii) it has not been designated by the NC State Treasurer pursuant to N.C.G.S. 147-86.81 as a company engaged in the boycott of Israel (such designation being referred to as the “Treasurer’s IB List”); and (iii) it will not take any action causing it to appear on the Treasurer’s IDA List or the Treasurer’s IB List during the term of this Contract. In signing this Contract Company further agrees, as an independent obligation, separate and apart from this Contract, to reimburse the City for any and all damages, costs and attorneys’ fees incurred by the City in connection with any claim that this Contract or any part thereof is void due to Company appearing on the Treasurer’s IDA List or the Treasurer’s IB List at any time before or during the term of this Contract. 17. REMEDIES. 17.1. RIGHT TO COVER. If the Company fails to meet any completion date or resolution time set forth in this Contract (including the Exhibits) or the Project Plan, the City may take any of the following actions with or without terminating this Contract, and in addition to and without limiting any other remedies it may have: a. Employ such means as it may deem advisable and appropriate to perform itself or obtain the Products/Services from a third party until the matter is resolved and the Company is again able to resume performance under this Contract; and b. Charge to the Company any and all expenses reasonably incurred by the City in obtaining or performing the Products/Services. 17.2. INTENTIONALLY LEFT BLANK 17.3. SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF. The Company agrees that monetary damages are not an adequate remedy for the Company’s failure to comply with Sections 16.3, 16.4, 18.8, 19, 21, 23, 25, 27, 29.3, 29.8, and 29.19 or Exhibit D of this Contract, nor could monetary damages be the equivalent of the performance of such obligations. Accordingly, the Company hereby consents to an order granting specific performance of such obligations of the Company in a court of competent jurisdiction within the State of North Carolina. The Company further consents to the City obtaining injunctive relief (including a temporary restraining order) to assure performance in the event the Company breaches this Contract. 17.4. SETOFF. Each party shall be entitled to setoff and deduct from any amounts owed to the other party pursuant to this Contract all liquidated and/or sum-certain amounts resulting from the other party’s breach of this Contract. 7 CONTRACT #: 2020000606 VENDOR #: 304468 17.5. OTHER REMEDIES. Upon breach of this Contract, each party may seek all legal and equitable remedies to which it is entitled. The remedies set forth herein shall be deemed cumulative and not exclusive and may be exercised successively or concurrently, in addition to any other available remedy. 18. TERM AND TERMINATION OF CONTRACT. 18.1. TERM. This Contract shall commence on the Effective Date and shall continue in effect for five (5) years with the City having the unilateral right to renew for two (2) consecutive one (1) year terms. 18.2. TERMINATION FOR CONVENIENCE. The City may terminate this Contract at any time without cause by giving thirty (30) days prior written notice to the Company. As soon as practicable after receipt of a written notice of termination without cause, the Company shall submit a statement to the City showing in detail the Products provided and Services performed under this Contract through the date of termination. The foregoing payment obligation is contingent upon: (i) the Company having fully complied with Section 18.8; and (ii) the Company having provided the City with written documentation reasonably adequate to verify the Products received and the number hours of Services rendered through the termination date and the percentage of completion of each task. 18.3. TERMINATION FOR DEFAULT BY EITHER PARTY. By giving written notice to the other party, either party may terminate this Contract upon the occurrence of one or more of the following events: a. The other party violates or fails to perform any covenant, provision, obligation, term or condition contained in this Contract, provided that, unless otherwise stated in this Contract, such failure or violation shall not be cause for termination if both of the following conditions are satisfied: (i) such default is reasonably susceptible to cure; and (ii) the other party cures such default within thirty (30) days of receipt of written notice of default from the non-defaulting party; or b. The other party attempts to assign, terminate or cancel this Contract contrary to the terms hereof; or c. The other party ceases to do business as a going concern, makes an assignment for the benefit of creditors, admits in writing its inability to pay debts as they become due, files a petition in bankruptcy or has an involuntary bankruptcy petition filed against it (except in connection with a reorganization under which the business of such party is continued and performance of all its obligations under the Contract shall continue), or if a receiver, trustee or liquidator is appointed for it or any substantial part of other party’s assets or properties. Any notice of default shall identify this Section of this Contract and shall state the party’s intent to terminate this Contract if the default is not cured within the specified period. 18.4. ADDITIONAL GROUNDS FOR DEFAULT TERMINATION BY THE CITY. By giving written notice to the Company, the City may also terminate this Contract upon the occurrence of one or more of the following events (which shall each constitute separate grounds for termination without a cure period and without the occurrence of any of the other events of default previously listed): a. Failure of the Company to complete a particular task by the completion date set forth in this Contract; b. The Company makes or allows to be made any material written misrepresentation or provides any materially misleading written information in connection with this Contract, the Company’s Proposal, or any covenant, agreement, obligation, term or condition contained in this Contract; or 8 CONTRACT #: 2020000606 VENDOR #: 304468 c. The Company takes or fails to take any action which constitutes grounds for immediate termination under the terms of this Contract, including but not limited to failure to obtain or maintain the insurance policies and endorsements as required by this Contract, or failure to provide the proof of insurance as required by this Contract. 18.5. NO SUSPENSION. In the event that the City disputes in good faith an allegation of default by the Company, notwithstanding anything to the contrary in this Contract, the Company agrees that it will not terminate this Contract or suspend or limit the Services or any warranties or repossess, disable or render unusable any software supplied by the Company, unless (i) the parties agree in writing, or (ii) an order of a court of competent jurisdiction determines otherwise. 18.6. CANCELLATION OF ORDERS AND SUBCONTRACTS. In the event this Contract is terminated by the City for any reason prior to the end of the term, the Company shall, upon termination, immediately discontinue all service in connection with this Contract and promptly cancel all existing orders and subcontracts, which are chargeable to this Contract. As soon as practicable after receipt of notice of termination, the Company shall submit a statement to the City showing in detail the Services performed under this Contract to the date of termination. 18.7. AUTHORITY TO TERMINATE. The following persons are authorized to terminate this Contract on behalf of the City: (i) the City Manager, any Assistant City Manager, or any designee of the City Manager; or (ii) the Department Director of the City Department responsible for administering this Contract. 18.8. OBLIGATIONS UPON EXPIRATION OR TERMINATION. Upon expiration or termination of this Contract, the Company shall promptly return to the City (i) all computer programs, files, documentation, media, related material and any other material and equipment that are owned by the City; (ii) all Deliverables that have been completed or that are in process as of the date of termination; and (iii) a written statement describing in detail all work performed with respect to Deliverables which are in process as of the date of termination. The expiration or termination of this Contract shall not relieve either party of its obligations regarding “Confidential Information,” as defined in this Contract. 18.9. NO EFFECT ON TAXES, FEES, CHARGES OR REPORTS. Any termination of this Contract shall not relieve the Company of the obligation to pay any fees, taxes or other charges then due to the City, nor relieve the Company of the obligation to file any daily, monthly, quarterly or annual reports covering the period to termination nor relieve the Company from any claim for damages previously accrued or then accruing against the Company. 18.10. OTHER REMEDIES. The remedies set forth in this Section and Section 19 shall be deemed cumulative and not exclusive, and may be exercised successively or concurrently, in addition to any other remedies available under this Contract or at law or in equity. 19. TRANSITION PRODUCTS/SERVICES UPON TERMINATION. Upon termination or expiration of this Contract, the Company shall cooperate with the City to assist with the orderly transfer of the Products/Services provided by the Company to the City. Prior to termination or expiration of this Contract, the City may require the Company to perform and, if so required, the Company shall perform certain transition services necessary to shift the Products/Services of the Company to another provider or to the City itself as described below (the “Transition Services”). Transition Services may include but shall not be limited to the following:  Working with the City to jointly develop a mutually agreed upon Transition Services Plan to facilitate the termination of the Products/Services;  Notifying all affected service providers and subcontractors of the Company;  Performing the Transition Services; 9 CONTRACT #: 2020000606 VENDOR #: 304468  Answering questions regarding the Products/Services on an as-needed basis; and  Providing such other reasonable services needed to effectuate an orderly transition to a new service provider. 20. CHANGES. In the event changes to the Products/Services (collectively “Changes”), become necessary or desirable to the parties, the parties shall follow the procedures set forth in this Section. A Change shall be effective only when documented by a written, dated agreement executed by both parties that expressly references and is attached to this Contract (a “Change Statement”). The Change Statement shall set forth in detail: (i) the Change requested, including all modifications of the duties of the parties; (ii) the reason for the proposed Change; and (iii) a detailed analysis of the impact of the Change on the results of the Products/Services and time for delivery and completion of the Products/Services, including the impact on all Milestones and delivery dates and any associated price. In the event either party desires a Change, the Project Manager for such party shall submit to the other party’s Project Manager a proposed Change Statement. If the receiving party does not accept the Change Statement in writing within ten (10) days, the receiving party shall be deemed to have rejected the Change Statement. If the parties cannot reach agreement on a proposed Change, the Company shall nevertheless continue to render performance under this Contract in accordance with its (unchanged) terms and conditions. Changes that involve or increase in the amounts payable by the City may require execution by the City Manager or a designee depending on the amount. Some increases may also require approval by Charlotte City Council. 21. COMPANY OWNERSHIP OF WORK PRODUCT. 21.1. The parties agree that the Company shall have exclusive ownership of all reports, documents, designs, ideas, materials, reports, concepts, plans, creative works, and other work product developed for or provided to the City in connection with this Contract, and all patent rights, copyrights, trade secret rights and other intellectual property rights relating thereto (collectively the “Company Intellectual Property”). Notwithstanding the foregoing, the City shall have ownership rights in any and all floor plans, layouts, and industrial design relating to floorplans and layouts, created by and between City and Company ("City Intellectual Property"). 21.2. Each party hereby grants to the other party a royalty-free, non-exclusive license to use the Company Intellectual Property and City Intellectual Property, as applicable, to the extent necessary to use or perform the Services. Neither party shall be entitled to use the Company Intellectual Property and City Intellectual Property, as applicable, for other purposes without the other party's prior written consent, and shall treat the Company Intellectual Property and City Intellectual Property, as applicable, as "Confidential Information" pursuant to Section 25 of the Contract. 21.3. The Company will treat as Confidential Information under the Confidentiality and Non- Disclosure Contract all data in connection with the Contract. City data processed by the Company shall remain the exclusive property of the City. The Company will not reproduce, copy, duplicate, disclose, or in any way treat the data supplied by the City in any manner except that contemplated by the Contract. 22. RELATIONSHIP OF THE PARTIES. The relationship of the parties established by this Contract is solely that of independent contractors, and nothing contained in this Contract shall be construed to (i) give any party the power to direct or control the day-to-day administrative activities of the other; or (ii) constitute such parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking; or (iii) make either party an agent of the other, or any Company employee an agent or employee of the City, for any purpose whatsoever. Neither party nor its agents or employees is the representative of the other for any purpose, and neither has power or authority to act as agent or employee to represent, to act for, bind, or otherwise create or assume any obligation on behalf of the 10 CONTRACT #: 2020000606 VENDOR #: 304468 other. 23. INDEMNIFICATION. Subject to the limitations, exclusions, and conditions in this Contract or any Exhibit and to the fullest extent permitted by law, the Company shall indemnify, defend and hold harmless each of the “Indemnitees” (as defined below) from and against any and all “Charges” (as defined below) paid or incurred as a result of any claims, demands, lawsuits, actions, or proceedings to the extent such Charges are directly and proximately caused by: (i) an alleged violation, misappropriation or infringement of any valid U.S. registered copyright, trademark, or patent, with respect to the Services or any products or deliverables provided to the City pursuant to this Contract (“Infringement Claims”); (ii) a request based on the Company’s failure to pay for labor or materials purchased or supplied by the Company or its subcontractors in connection with this Contract; (iii) the Company’s failure to perform its obligations under this Contract, or from any act of negligence or willful misconduct by the Company or any of its agents, employees or subcontractors relating to this Contract, including but not limited to any liability caused by an accident or other occurrence resulting in bodily injury, death, sickness or disease to any person(s) or damage or destruction to any property, real or personal, tangible or intangible; or (iv) arising from any claim that the Company or an employee or subcontractor of the Company is an employee of the City, including but not limited to claims relating to worker’s compensation, failure to withhold taxes and the like. For purposes of this Section: (i) the term “Indemnitees” means the City, any federal agency that funds all or part of this Contract, and each of the City’s and such federal agency’s officers, officials, employees, agents and independent contractors (excluding the Company); and (ii) the term “Charges” means any and all losses, damages, costs, expenses (including reasonable attorneys’ fees), obligations, duties, fines, penalties, royalties, interest charges and other liabilities (including settlement amounts). With respect to any claim, demand, lawsuit, action or proceeding as to which an Indemnitee intends to seek indemnification and defense (each, an "Action"), the Indemnitee must, as conditions to the indemnity and defense obligations herein, (a) promptly provide the Company with written notice of the Action and tender to the Company the right to exclusively control the defense, except that the Company will not settle or admit fault without the City’s written authorization, of the Action, (b) fully cooperate in the defense of the Action as requested by the Company and its counsel to the extent the indemnitee can do so at no out-of-pocket cost, and (c) not settle or compromise any part of the Action without the Company's express written consent. Once the Company has assumed defense of the Action, the Company will not be liable for any attorney or other professional fees or expenses incurred by Indemnitee, unless such fees or expenses are caused by Company’s request for Indemnitee’s assistance or result from Company’s inability to resolve the action. Notwithstanding any other provision of this Contract, any Exhibit, or any related agreements or understandings, in no event shall the Company have any indemnity or defense obligation for Charges or any other amounts (a) that include, consist of, or are determined in reference to liquidated damages, or lost profits, lost revenues, loss of use, loss of reputation, or loss of goodwill. Any demand for indemnification or defense of an Action must be presented to the Company in writing with reasonable detail prior to the expiration of any statute of limitation applicable to the right to such indemnification. If an Infringement Claim occurs, the Company shall either: (i) procure for the City the right to continue using the affected product or service; or (ii) repair or replace the infringing product or service so that it becomes non-infringing, provided that the performance of the overall product(s) and service(s) provided to the City shall not be adversely affected by such replacement or modification. If the Company is unable to comply with the preceding sentence within thirty (30) days after the City is directed to cease use of a product or service, the Company shall promptly refund to the City all amounts paid under this Contract for the products and services related to the infringement Claim. This Section 23 shall remain in force despite termination of this Contract (whether by expiration of the term or otherwise). 11 CONTRACT #: 2020000606 VENDOR #: 304468 24. SUBCONTRACTING. Should the Company choose to subcontract, the Company shall be the prime contractor and shall remain fully responsible for performance of all obligations that it is required to perform under the Contract. Any subcontract entered into by Company shall name the City as a third party beneficiary. 25. CONFIDENTIAL INFORMATION. 25.1. CONFIDENTIAL INFORMATION. Confidential Information includes any information, not generally known in the relevant trade or industry, obtained from the City or its vendors or licensors or which falls within any of the following general categories: 25.1.1. Trade secrets. For purposes of this Contract, trade secrets consist of information of the City or any of its suppliers, contractors or licensors: (a) that derives value from being secret; and (b) that the owner has taken reasonable steps to keep confidential. Examples of trade secrets include information relating to proprietary software, new technology, new products or services, flow charts or diagrams that show how things work, manuals that tell how things work and business processes and procedures. 25.1.2. Information of the City or its suppliers, contractors or licensors marked “Confidential” or “Proprietary.” 25.1.3. Information relating to criminal investigations conducted by the City, and records of criminal intelligence information compiled by the City. 25.1.4. Information contained in the City’s personnel files, as defined by N.C. Gen. Stat. 160A- 168. This consists of all information gathered and/or maintained by the City about employees, except for that information which is a matter of public record under North Carolina law. 25.1.5. Citizen or employee social security numbers collected by the City. 25.1.6. Computer security information of the City, including all security features of electronic data processing, or information technology systems, telecommunications networks and electronic security systems. This encompasses but is not limited to passwords and security standards, procedures, processes, configurations, software and codes. 25.1.7. Local tax records of the City that contains information about a taxpayer’s income or receipts. 25.1.8. Any attorney / City privileged information disclosed by either party. 25.1.9. Any data collected from a person applying for financial or other types of assistance, including but not limited to their income, bank accounts, savings accounts, etc. 25.1.10. The name or address of individual homeowners who, based on their income, have received a rehabilitation grant to repair their home. 25.1.11. Building plans of city-owned buildings or structures, as well as any detailed security plans. 25.1.12. Billing information of customers compiled and maintained in connection with the City providing utility services. 25.1.13. Other information that is exempt from disclosure under the North Carolina public records laws. Categories stated in Sections 25.1.3 through 25.1.13 above constitute “Highly Restricted Information,” as well as Confidential Information. The Company acknowledges that certain Highly Restricted Information is subject to legal restrictions beyond those imposed by this Contract, and agrees that: (i) all provisions in this Contract applicable to Confidential Information shall apply to Highly Restricted Information; and (ii) the Company will also 12 CONTRACT #: 2020000606 VENDOR #: 304468 comply with any more restrictive instructions or written policies that may be provided by the City from time to time to protect the confidentiality of Highly Restricted Information. The parties acknowledge that in addition to information disclosed or revealed after the date of this Contract, the Confidential Information shall include information disclosed or revealed within one (1) year prior to the date of this Contract. 25.2. RESTRICTIONS. The Company shall keep the Confidential Information in the strictest confidence, in the manner set forth below: 25.2.1. It shall not copy, modify, enhance, compile or assemble (or reverse compile or disassemble), or reverse engineer Confidential Information. 25.2.2. It shall not, directly or indirectly, disclose, divulge, reveal, report or transfer Confidential Information of the other to any third party or to any individual employed by the Company, other than an employee, agent, subcontractor or vendor of the City or Company who: (i) has a need to know such Confidential Information, and (ii) has executed a confidentiality agreement incorporating substantially the form of this Section of the Contract and containing all protections set forth herein. 25.2.3. It shall not use any Confidential Information of the City for its own benefit or for the benefit of a third party, except to the extent such use is authorized by this Contract or other written agreements between the parties hereto, or is for the purpose for which such Confidential Information is being disclosed. 25.2.4. It shall not remove any proprietary legends or notices, including copyright notices, appearing on or in the Confidential Information of the other. 25.2.5. INTENTIONALLY LEFT BLANK 25.2.6. In the event that any demand is made in litigation, arbitration or any other proceeding for disclosure of Confidential Information, the Company shall assert this Contract as a ground for refusing the demand and, if necessary, shall seek a protective order or other appropriate relief to prevent or restrict and protect any disclosure of Confidential Information. 25.2.7. All materials which constitute, reveal or derive from Confidential Information shall be kept confidential to the extent disclosure of such materials would reveal Confidential Information, and unless otherwise agreed, all such materials shall be returned to the City or destroyed upon satisfaction of the purpose of the disclosure of such information. 25.3. EXCEPTIONS. The parties agree that the Company shall have no obligation with respect to any Confidential Information which the Company can establish: 25.3.1. Was already known to the Company prior to being disclosed by the disclosing party; 25.3.2. Was or becomes publicly known through no wrongful act of the Company; 25.3.3. Was rightfully obtained by the Company from a third party without similar restriction and without breach hereof; 25.3.4. Was used or disclosed by the Company with the prior written authorization of the City; 25.3.5. Was disclosed pursuant to the requirement or request of a governmental agency, which disclosure cannot be made in confidence, provided that, in such instance, the Company shall first give to the City notice of such requirement or request; 25.3.6. Was disclosed pursuant to the order of a court of competent jurisdiction or a lawfully issued subpoena, provided that the Company shall take use its best efforts to obtain an 13 CONTRACT #: 2020000606 VENDOR #: 304468 agreement or protective order providing that, to the greatest possible extent possible, this Contract will be applicable to all disclosures under the court order or subpoena. 25.4. UNINTENTIONAL DISCLOSURE. Notwithstanding anything contained herein in to the contrary, in the event that the Company is unintentionally exposed to any Confidential Information of the City, the Company agrees that it shall not, directly or indirectly, disclose, divulge, reveal, report or transfer such Confidential Information to any person or entity or use such Confidential Information for any purpose whatsoever. 25.5. REMEDIES. The Company acknowledges that the unauthorized disclosure of the Confidential Information of the City will diminish the value of the proprietary interests therein. Accordingly, it is agreed that if the Company breaches its obligations hereunder, the City shall be entitled to equitable relief to protect its interests, including but not limited to injunctive relief, as well as monetary damages. 26. INSURANCE. 26.1. TYPES OF INSURANCE. The Company shall obtain and maintain during the life of this Contract, with an insurance company rated not less than “A” by A.M. Best, authorized to do business in the State of North Carolina, acceptable to the Charlotte-Mecklenburg, Risk Management Division the following insurance: 26.1.1. Automobile Liability - Bodily injury and property damage liability covering all owned, non-owned and hired automobiles for limits of not less than $1,000,000 bodily injury each person, each accident and $1,000,000 property damage, or $1,000,000 combined single limit - bodily injury and property damage. 26.1.2. Commercial General Liability - Bodily injury and property damage liability as shall protect the Company and any subcontractor performing Services under this Contract, from claims of bodily injury or property damage which arise from performance of this Contract, whether such operations are performed by the Company, any subcontractor, or anyone directly or indirectly employed by either. The amounts of such insurance shall not be less than $1,000,000 bodily injury each occurrence/aggregate and $1,000,000 property damage each occurrence/aggregate, or $1,000,000 bodily injury and property damage combined single limits each occurrence/aggregate. This insurance shall include coverage for products, operations, personal and advertising injury, and contractual liability, assumed under the indemnity provision of this Contract. 26.1.3. Workers’ Compensation and Employers Liability - meeting the statutory requirements of the State of North Carolina, $100,000 per accident limit, $500,000 disease per policy limit, $100,000 disease each employee limit. The Company shall not provide any Products or commence any Services in connection with this Contract until it has obtained all of the foregoing types of insurance and such insurance has been approved by the City. The Company shall not allow any subcontractor to provide any Products or commence Services on its subcontract until all similar insurance required of the subcontractor has been obtained and approved. 26.2. OTHER INSURANCE REQUIREMENTS. 26.2.1. The City shall be exempt from, and in no way liable for any sums of money, which may represent a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the Company and/or subcontractor providing such insurance. 26.2.2. The City of Charlotte shall be named as an additional insured for operations or services rendered under the general liability coverage. The Company’s insurance shall be primary of any self-funding and/or insurance otherwise carried by the City for all loss 14 CONTRACT #: 2020000606 VENDOR #: 304468 or damages arising from the Company’s operations under this agreement. 26.2.3. Certificates of such insurance will be furnished to the City and shall contain the provision that the City be given thirty (30) days’ written notice of any intent to amend coverage reductions or material changes or terminate by either the insured or the insuring Company. 26.2.4. Should any or all of the required insurance coverage be self-funded/self-insured, a copy of the Certificate of Self-Insurance or other documentation from the North Carolina Department of Insurance shall be furnished to the City. 26.2.5. If any part of the Products/Services under this Contract is sublet, the subcontractor shall be required to meet all insurance requirements as listed above. However, this will in no way relieve the Company from meeting all insurance requirements or otherwise being responsible for the subcontractor. 27. COMMERCIAL NON-DISCRIMINATION. As a condition of entering into this Contract, the Company represents and warrants that it will fully comply with the City's Commercial Non- Discrimination Policy, as described in Section 2, Article V of the Charlotte City Code, and consents to be bound by the award of any arbitration conducted thereunder. As part of such compliance, the Company shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, age or disability in the solicitation, selection, hiring, or treatment of subcontractors, vendors or suppliers in connection with a City contract or contract solicitation process, nor shall the Company retaliate against any person or entity for reporting instances of such discrimination. The Company shall provide equal opportunity for subcontractors, vendors and suppliers to participate in all of its subcontracting and supply opportunities on City contracts, provided that nothing contained in this clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace discrimination that has occurred or is occurring in the marketplace. The Company understands and agrees that a violation of this clause shall be considered a material breach of this Contract and may result in termination of this Contract, disqualification of the Company from participating in City contracts or other sanctions. As a condition of entering into this Contract, the Company agrees to: (i) promptly provide to the City in a format specified by the City all information and documentation that may be requested by the City from time to time regarding the solicitation, selection, treatment and payment of subcontractors in connection with this Contract; and (ii) if requested, provide to the City within sixty days after the request a truthful and complete list of the names of all subcontractors, vendors, and suppliers that the Company has used on City contracts in the past five years, including the total dollar amount paid by the Company on each subcontract or supply contract. The Company further agrees to fully cooperate in any investigation conducted by the City pursuant to the City’s Non-Discrimination Policy, to provide any documents relevant to such investigation that are requested by the City, and to be bound by the award of any arbitration conducted under such Policy. The Company agrees to provide to the City from time to time on the City’s request, payment affidavits detailing the amounts paid by the Company to subcontractors and suppliers in connection with this Contract within a certain period of time. Such affidavits shall be in the format specified by the City from time to time. The Company understands and agrees that violation of this Commercial Non-Discrimination provision shall be considered a material breach of this Contract and may result in contract termination, disqualification of the Company from participating in City contracts and other sanctions. 28. NOTICES. Any notice, consent or other communication required or contemplated by this Contract shall be in writing, and shall be delivered in person, by U.S. mail, by overnight courier, by electronic mail or by telefax to the intended recipient at the address set forth below. Notice shall be effective upon the date of receipt by the intended recipient; provided that any notice which is sent by telefax or electronic mail shall also be simultaneously sent by mail deposited with the U.S. Postal Service or by 15 CONTRACT #: 2020000606 VENDOR #: 304468 overnight courier. Each party may change its address for notification purposes by giving the other party written notice of the new address and the date upon which it shall become effective. Communications that relate to any breach, default, termination, delay in performance, prevention of performance, modification, extension, amendment, or waiver of any provision of this Contract shall be sent to: For the Company: For the City: Tim Hodges, National Program Mgr. Kay Elmore Haworth, Inc. City of Charlotte City Procurement One Haworth Center 600 East Fourth Street, 9th Floor Holland, MI 49423 Charlotte, NC 28202 Phone: 616-834-1994 Phone: 704-336-2524 Fax: Fax: 704-632-8252 E-mail: tim.hodges@haworth.com E-mail: kelmore@charlottenc.gov With Copy To: With Copy To: Dan Vredevoogd, Contract Analyst Adam Jones City of Charlotte City Attorney’s Office 600 East Fourth Street, 15th Floor Charlotte, NC 28202 Phone: 616-393-3812 Phone: 704-336-3012 E-mail: dan.vredevoogd@haworth.com E-mail: amjones@charlottenc.gov All other notices shall be sent to the other party’s Project Manager at the most recent address provided in writing by the other party. 29. MISCELLANEOUS. 29.1. ENTIRE AGREEMENT. This Contract is the entire agreement between the parties with respect to its subject matter, and there are no other representations, understandings, or agreements between the parties with respect to such subject matter. This Contract supersedes all prior agreements, negotiations, representations and proposals, written or oral. 29.2. AMENDMENT. No amendment or change to this Contract shall be valid unless in writing and signed by both parties to this Contract. 29.3. GOVERNING LAW. The parties acknowledged that this Contract is made and entered into in Charlotte, North Carolina, and will be performed in Charlotte, North Carolina. The parties further acknowledge and agree that North Carolina law shall govern all the rights, obligations, duties and liabilities of the parties under this Contract, and that North Carolina law shall govern interpretation and enforcement of this Contract and any other matters relating to this Contract (all without regard to North Carolina conflicts of law principles). 29.4. BINDING NATURE AND ASSIGNMENT. This Contract shall bind the parties and their successors and permitted assigns. Neither party may assign any of the rights and obligations thereunder without the prior written consent of the other. Any assignment attempted without the written consent of the other party shall be void. 29.5. INTENTIONALLY LEFT BLANK 29.6. FORCE MAJEURE. 29.6.1. The Company shall be not liable for any failure or delay in the performance of its obligations pursuant to this Contract (and such failure or delay shall not be deemed a 16 CONTRACT #: 2020000606 VENDOR #: 304468 default of this Contract or grounds for termination hereunder if all of the following conditions are satisfied: (i) if such failure or delay: (a) could not have been prevented by reasonable precaution, and (b) cannot reasonably be circumvented by the non- performing party through the use of alternate sources, work-around plans, or other means; and (ii) if and to the extent such failure or delay is caused, directly or indirectly, by fire, flood, earthquake, hurricane, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or court order. 29.6.2. Upon the occurrence of an event which satisfies all of the conditions set forth above (a “Force Majeure Event”) the Company shall be excused from any further performance of those of its obligations pursuant to this Contract affected by the Force Majeure Event for as long as (i) such Force Majeure Event continues; and (ii) the Company continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay. 29.6.3. Upon the occurrence of a Force Majeure Event, the Company shall immediately notify the City by telephone (to be confirmed by written notice within two (2) days of the inception of the failure or delay) of the occurrence of a Force Majeure Event and shall describe in reasonable detail the nature of the Force Majeure Event. If any Force Majeure Event prevents the Company from performing its obligations for more than five (5) days, the City may terminate this Contract. 29.6.4. INTENTIONALLY LEFT BLANK 29.7. SEVERABILITY. The invalidity of one or more of the phrases, sentences, clauses or sections contained in this Contract shall not affect the validity of the remaining portion of the Contract so long as the material purposes of the Contract can be determined and effectuated. If any provision of this Contract is held to be unenforceable, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is unenforceable, and this Contract shall be deemed amended by modifying such provision to the extent necessary to make it enforceable while preserving its intent. 29.8. NO PUBLICITY. No advertising, sales promotion or other materials of the Company or its agents or representations may identify or reference this Contract or the City in any manner absent the written consent of the City. 29.9. APPROVALS. All approvals or consents required under this Contract must be in writing. 29.10. WAIVER. No delay or omission by either party to exercise any right or power it has under this Contract shall impair or be construed as a waiver of such right or power. A waiver by either party of any covenant or breach of this Contract shall not be constitute or operate as a waiver of any succeeding breach of that covenant or of any other covenant. No waiver of any provision of this Contract shall be effective unless in writing and signed by the party waiving the rights. 29.11. SURVIVAL OF PROVISIONS. The following sections of this Contract shall survive the termination hereof: Section 4.3 “Employment Taxes and Employee Benefits” Section 15 “Representations and Warranties of Company” Section 18 “Term and Termination of Contract” Section 21 “City Ownership of Work Product” Section 23 “Indemnification” Section 25 “Confidential Information” Section 26 “Insurance” Section 28 “Notices and Principal Contacts” Section 29 “Miscellaneous” 17 CONTRACT #: 2020000606 VENDOR #: 304468 29.12. CHANGE IN CONTROL. In the event of a change in “Control” of the Company (as defined below), the City shall have the option of terminating this Contract by written notice to the Company. The Company shall notify the City within ten (10) days of the occurrence of a change in control. As used in this Contract, the term “Control” shall mean the possession, direct or indirect, of either (i) the ownership of or ability to direct the voting of, as the case may be fifty- one percent (51%) or more of the equity interests, value or voting power in the Company or (ii) the power to direct or cause the direction of the management and policies of the Company whether through the ownership of voting securities, by contract or otherwise. 29.13. DRAFTER’S PROTECTION. Each of the Parties has agreed to the use of the particular language of the provisions of this Contract and any questions of doubtful interpretation shall not be resolved by any rule or interpretation against the drafters, but rather in accordance with the fair meaning thereof, having due regard to the benefits and rights intended to be conferred upon the Parties hereto and the limitations and restrictions upon such rights and benefits intended to be provided. 29.14. FAMILIARITY AND COMPLIANCE WITH LAWS AND ORDINANCES. The Company agrees to make itself aware of and comply with all local, state and federal ordinances, statutes, laws, rules and regulations applicable to the Services. The Company further agrees that it will at all times during the term of this Contract be in compliance with all applicable federal, state and/or local laws regarding employment practices. Such laws will include, but shall not be limited to, workers' compensation, the Fair Labor Standards Act (FLSA), the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA) and all OSHA regulations applicable to the Services. 29.15. CONFLICT OF INTEREST. The Company covenants that its officers, employees and shareholders have no interest and shall not acquire any interest, direct or indirect that would conflict in any manner or degree with the performance of Services required to be performed under the Contract. 29.16. NO BRIBERY. The Company certifies that neither it, any of its affiliates or subcontractors, nor any employees of any of the foregoing has bribed or attempted to bribe an officer or employee of the City in connection with the Contract. 29.17. HARASSMENT. The Company agrees to make itself aware of and comply with the City's Harassment Policy. The City will not tolerate or condone acts of harassment based upon race, sex, religion, national origin, color, age, or disability. Violators of this policy will be subject to termination. 29.18. TRAVEL UPGRADES. The City has no obligation to reimburse the Company for any travel or other expenses incurred in connection with this Contract. 29.19. TAXES. Except as specifically stated elsewhere in this Contract, the Company shall collect all applicable federal, state and local taxes which may be chargeable against the performance of the Services, and remit such taxes to the relevant taxing authority. The Company consents to and authorizes the City to collect any and all delinquent taxes and related interest, fines, or penalties of the Company by reducing any payment, whether monthly, quarterly, semi- annually, annually, or otherwise, made by the City to the Company pursuant to this Contract for an amount equal to any and all taxes and related interest, fines, or penalties owed by the Company to the City. The Company hereby waives any requirements for notice under North Carolina law for each and every instance that the City collects delinquent taxes pursuant to this paragraph. This paragraph shall not be construed to prevent the Company from filing an appeal of the assessment of the delinquent tax if such appeal is within the time prescribed by law. 29.20. COUNTERPARTS. This Contract may be executed in any number of counterparts, all of which taken together shall constitute one single agreement between the parties. 18 CONTRACT #: 2020000606 VENDOR #: 304468 29.21. PRE-AUDIT. No pre-audit certificate is required under N.C. Gen. Stat. 159-28(a) because this Contract is for an indefinite quantity with no minimum purchase requirement. Notwithstanding anything contained herein to the contrary, this Contract does not require the City to purchase a single product or service, and a decision by the City to not make any purchase hereunder will violate neither this Contract nor any implied duty of good faith and fair dealing. The City has no financial obligation under this Contract absent the City’s execution of a valid and binding purchase order or contract addendum containing a pre-audit certificate.” [Signature Page Follows] 19 CONTRACT #: 2020000606 VENDOR #: 304468 EXHIBIT A – PRICING SHEET 21 HAWORTH ‐ CONTRACT 2020000606 EXHIBIT A ‐ PRICING SHEET CATEGORY VERIFIABLE MANUFACTURER'S LIST PRICE CATALOG NAME - APRIL 2019 DROP SHIP INSIDE DELIVERY Systems Furniture Unigroup Systems (NW & WT)71% 66% Systems Furniture Unigroup Too Panels 71% 66% Systems Furniture Places Systems (NW & WT)71% 66% Systems Furniture Adaptable Comps - Wksr, Up Stor, Lghtng 71% 66% Systems Furniture Places Systems (Wood)71% 66% Systems Furniture Systems Fabric 71% 66% Systems Furniture Compose 68% 63% Systems Furniture Premise Systems 68% 63% Systems Furniture IF Systems 68% 63% Freestanding Furniture Masters 53% 48% Freestanding Furniture Suite 53% 48% Freestanding Furniture Everyday Office 50% 45% Freestanding Furniture Jive 50% 45% Freestanding Furniture Cultivate 58% 53% Freestanding Furniture Intuity 53% 48% Freestanding Furniture Patterns 53% 48% Freestanding Furniture Kinetics, Tempo, Tactics, Planes, Cmpose 58% 53% Seating / Chairs Accolade/Comf 28 NW/Monaco/Sys 58 63% 58% Seating / Chairs Improv, Comforto 12 63% 58% Seating / Chairs Seating Fabric 63% 58% Seating / Chairs Look (Sit 10) 63% 58% Seating / Chairs X99 Seating 60% 55% Seating / Chairs Wood Stg - Comp,Frnze,Glrie,Tally,Etc 53% 48% Seating / Chairs Very Task Seating 55% 50% Seating / Chairs Very Seating Line (Non-Task) 55% 50% Seating / Chairs Zody 55% 50% Seating / Chairs Lively, Cassis, WD Seating 55% 50% Seating / Chairs Lively™ 60% 55% Seating / Chairs Fern 50% 45% Seating / Chairs Soji™ 50% 45% Seating / Chairs Maari™ 54% 49% Filing Systems, Storage & Equipment Beside 63% 58% Filing Systems, Storage & Equipment Premise & X-Series Files 63% 58% Filing Systems, Storage & Equipment X-Series Peds 63% 58% Filing Systems, Storage & Equipment 950 Fls, Plcs Fs Stl, IF Lat Fls & Psts 63% 58% Filing Systems, Storage & Equipment V-Series Files & Peds 63% 58% Filing Systems, Storage & Equipment Active Storage 53% 48% OTHER RELATED PRODUCTS VERIFIABLE MANUFACTURER'S LIST PRICE CATALOG NAME - APRIL 2019 DROP SHIP INSIDE DELIVERY Walls Enclose 55% 50% Walls Walls Adaptable Components 55% 50% Walls Walls Glass 55% 50% Haworth Collections & Healthcare Haworth Collection - Haworth 41%36% Haworth Collections & Healthcare Healthcare 57% 52% Haworth Collections & Healthcare Harbor Work Lounge™ 50% 45% Haworth Collections & Healthcare Haworth Collection - Pablo Designs 15% 10% Haworth Collections & Healthcare Haworth Collection - Capp, Cass, P Frau 15% 10% Haworth Collections & Healthcare Haworth Collection - GAN 10% 5% Haworth Collections & Healthcare Haworth Collection - JANUS et Cie 15% 10% Haworth Collections & Healthcare BuzziSpace 35% 30% Accessories & Technology Locks 71%66% Accessories & Technology Technology Products 55%50% Accessories & Technology Ergotron Accessories 48%43% Accessories & Technology DataThing 40%35% Accessories & Technology Jump Stuff 41%36% 1. FIXED PERCENTAGE (%) DISCOUNT OFF THE MANUFACTURER'S LIST PRICE - FURNITURE CATEGORIES AND OTHER RELATED PRODUCTS: 22 HAWORTH ‐ CONTRACT 2020000606 EXHIBIT A ‐ PRICING SHEET Basic Installation - Normal Hours 10% Basic Installation - After Hours 15% Expanded Installation - Normal Hours 18% Expanded Installation - After Hours 27% Basic Installation - Normal Hours $28 - 36 Basic Installation - After Hours $39 - $54 Expanded Installation - Normal Hours $35 - $45 Expanded Installation - After Hours $52.5 - $67.5 Design $28 - $36 Project Management $35 - $45 Asset Management $18 - $28 Refurbishment $32 - $42 STANDARD FIXED MONTHLY RATE MONTHLY RATE / FT² MONTHLY RATE / FT³ Negotiable per location $1.25 $1.95 DESCRIPTION ADDITIONAL PERCENTAGE (%) DISCOUNT Accessories & Technology (List Volume > $10,000) 1 - 4% Seating (List Volume >$25,000) 1 - 4% Haworth Collection & Healthcare (List Volume > $50,000) 1 - 4% Storage and Tables (List Volume > $50,000) 1 - 4% Systems (List Volume > $100,000) 1 - 4% Walls and Wood (List Volume > $100,000) 1 - 4% OPTION #2 - FIXED HOURLY RATE RANGE FOR INSTALLATION AND OTHER ADDITIONAL SERVICES AND SOLUTIONS: 2. OPTION #1 - FIXED PERCENTAGE (%) DISCOUNT ON INSTALLATION SERVICES: 3. FIXED MONTHLY RATE FOR STORAGE OPTIONS: 4. PRICING INCENTIVES BEYOND THE STANDARD DISCOUNT: Haworth is offering low first tier pricing with negotiable discount ranges established, based on individual product list volume. In addition, we will offer a Sole Source pricing option to any OMNIA participating agency that selects Haworth as its sole source provider within the terms of the OMNIA contract. This option will provide deeper discounts than the standard OMNIA contract and would require agencies to sign an agreement acknowledging Haworth as their single source provider. 23 CONTRACT #: 2020000606 VENDOR #: 304468 EXHIBIT B – SCOPE OF SERVICES 1.1 General Scope. The City is requesting the broadest selection of Office, Education, Classroom and Miscellaneous Furniture, Installation and Related Products and Services offered. The intent of this RFP is to provide the City and Participating Public Agencies with Products and Services to meet their various needs. Therefore, Companies should have demonstrated experience in providing Products and Services as defined in this RFP, including but not limited to the following:  Systems Furniture: A complete and comprehensive catalog of all systems furniture, lines, and accessories available from the Company;  Freestanding Furniture: A complete and comprehensive catalog of all case goods, furniture, (including folding and mobile) desks, tables, and available from the Company;  Seating/Chairs: A complete and comprehensive catalog of office and classroom chairs, tandem seating and other general seating available from the Company;  Filing Systems, Storage and Equipment: A complete and comprehensive catalog of filing systems including vertical and lateral files, freestanding file cabinets, bookcases, and equipment and accessories available from the Company; and  Related Products, Support Services and Solutions: Related office interior products and design, “Quick Ship”, design and layout, fabric and color design services, installation, systems furniture reconfiguration, assessment tools, and any other related products and services or solutions offered by the Company. 1.2 Product Standards and Guidelines. All products must be manufactured in compliance with all standards including warning labels and safety devices, guard and equipment required to meet the safety standards recognized by industry safety, councils or organizations to establish safety standards such as Occupational Safety and Health Administration (OSHA), National Fire Protection Association (NFPA), National Institute of Occupational Safety and Health (NIOSH), American National Standards Institute (ANSI), Underwriters Laboratories, Inc. (UL), Environmental Protection Agency (EPA), Business Institutional Furniture Manufacturers Association (BIFMA), etc. If a product proposed requires a Material Safety Data Sheet (MSDS) it must accompany each shipment. Additionally, applicable products must meet the following specific standards: • ANSI/HFES and/or BSR/HFES (Human Factors Engineering of Computer Workstations) • CPSIA 1303 or 16 C.F.R 1303 (Ban of Lead-Containing Paint) • ANSI/BIFMA X5.1 (Office Seating), X5.4 (Lounge and Public Seating), X5.5 (Desk Products) X6.1 (Educational Furniture) and e3 (Furniture Sustainability Standard) • California Air Resources Board (CARB) (Formaldehyde Emissions) • California Proposition 65 (Lead and Other Toxic Substances) • California Bureau of Electronic and Appliance Repair, Home Furnishings, and Thermal Insulation (BHFTI) (Technical Bulletin 117) All Products offered must be new, unused, latest design and technology unless otherwise specified. 24 CONTRACT #: 2020000606 VENDOR #: 304468 1.3 Pricing. The Company’s firm fixed percentage (%) discount off a manufacturer price list for each category (defined in Section 1.1) for the life of the contract as Exhibit A. Prices include manufacturer mark up, profit, item cost and storage to allow each customer the ability to calculate and verify discount. 1.3.1 Delivery. The fixed percentage discount is based on the delivery requirements below: 1.3.1.1 Drop Ship: All deliveries shall be delivered to the site. City or Participating Public Agency is responsible for unloading. 1.3.1.2 Inside Delivery: All deliveries shall be delivered to the site, unloaded and moved to a designated area in the building. Company is responsible for unloading. 1.3.2 Installation. The fixed percentage discount, fixed hourly rate, or an hourly rate range is based on the installation requirements below: 1.3.2.1 Basic Installation: Basic installation includes inside delivery, uncrating, assembly, installation, removal of all debris from premises, installation documents and the bill of materials per the purchaser’s approved plan and specifications. 1.3.2.2 Expanded Service Installation: Expanded service installation includes basic installation; field measurements surveyed, documented and coordinated; electrical and telecommunication/data in-feed locations are surveyed, documented and coordinated; attend required coordination meetings with purchaser and other contractors; and creation and implementation of punch list by project manager. 1.3.2.3 Normal Hours: Normal hours are defined as 7:00 am – 5:00 pm local time. 1.3.2.4 After Hours: After hours are defined as evenings, weekends and holidays. 1.3.2.5 Pricing for installation and services such as design, project management, asset management, refurbishment, and other services are priced at a fixed percentage discount, fixed hourly rate, or an hourly rate range for City and all Participating Public Agencies and/or by state. 1.3.2.5.1 Design: Company has the capability to recommend and design appropriate layouts to fit the need of the City and Participating Public Agencies. 1.3.2.5.2 Project Management: Company has the ability to provide project management services to help City and Participating Public Agencies complete their projects on-time and within budget. 1.3.3 Storage is priced at a fixed monthly rate or a monthly rate range. 1.3.4 Pricing for any additional related products, services and solutions offered are defined in Exhibit A. All Products provide under this Contract that require assembly and installation should be performed by the Company’s certified installers. All installation work must meet the manufacturer’s specifications and industry standards. Company provided the names and addresses of each certified installer, see Exhibit C – Form 6. All work must be performed according to the standards established by the terms, specifications, and drawings for each project and meet the manufacturer’s specifications and industry standards. It shall be the obligation of the Installer to obtain clarification from the Project 25 CONTRACT #: 2020000606 VENDOR #: 304468 Coordinator concerning questions or conflicts in the specifications and drawings in a timely manner as to not delay the progress of the work. 1.4 Price Adjustments. All proposed pricing shall remain firm for the first year of the subsequent Contract through December 31, 2020. Companies may request price adjustments (increases/decreases) for consideration at least sixty (60) days prior to each anniversary of the Contract effective date. All requests must be submitted in writing to City of Charlotte City Procurement along with documentation of bona fide materials and labor increases for the cost of Products. No adjustment shall be made to compensate a Company for inefficiency in operation or for additional profit. Price decreases shall be accepted at any time during the term of the contract. 1.5 Environmental Purchasing Requirements. The following are applicable items covered by the City’s Sustainable Purchasing Policy that must be accommodated by the Company: Product or Service Examples Environmental Attributes Furniture Desks, chairs, tables, bookshelves Recycled content, recyclability, end of life management Companies provided its environmental attributes in Exhibit C – Form 10. 1.6 New Products and Services. New Products and Services may be added to the resulting Contract(s) during the term of the Contract by written amendment, to the extent that those Products and Services are within the scope of this RFP and include, but will not be limited to, new Product added to the manufacturer’s list offerings, and services which reflect new technology and improved functionality. All requests are subject to review and approval of the City of Charlotte. 1.7 Safety. All Companies and installers or subcontractor performing Services for the City of Charlotte and Participating Public Agencies are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety Occupational Health Standards and any other applicable rules and regulations. The Company and subcontractors shall be held responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site area under this contract. 1.8 Warranty. In Exhibit C – Form 4, the Company addressed each of the following: 1.8.1 Applicable warranty and/or guarantees of furniture and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. 1.8.2 Warranty period start date. The City of Charlotte desires the warranty start at the time of substantial completion. 1.8.3 Availability of replacement parts. 1.8.4 Life expectancy of furniture under normal use. 1.8.5 Detailed information as to proposed return policy on all furniture. 26 CONTRACT #: 2020000606 VENDOR #: 304468 EXHIBIT C – PROPOSAL RESPONSE FORMS 27 28 29 30 REQUIRED FORM 4 DELIVERY AND WARRANTY Delivery: Company must state the normal delivery time (in calendar days) and any options for expediting delivery: Haworth’s normal delivery times vary according to product line; and may be impacted by other factors such as product mix and location. Haworth defines lead time as manufacture time plus transit time, and publishes a lead guide weekly with times broken down by product. A copy of the most recent lead time guide is included in our response on the following pages as supplemental information along with expedited delivery options. Warranty: Company must detail the following: a. Applicable warranty and/or guarantees of furniture and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. b. Warranty period start date. The City of Charlotte desires the warranty start at the time of substantial completion. c. Availability of replacement parts. d. Life expectancy of furniture under normal use. e. Detailed information as to proposed return policy on all furniture. 31 Required Form 4 –DELIVERY -SUPPLEMENTAL INFORMATION 6. Delivery: Company must state the normal delivery time (in calendar days) and any options for expediting delivery. Haworth’s standard lead times vary according to product line. Standard lead times are published weekly to our entire distribution network and are very reliable. We commit to our published lead times, we expedite orders upon request when possible, and we provide clients the solutions they need and expect. Haworth and its dealers often discuss customer expectations well before the order is formally placed. This aids everyone in scheduling, producing, and delivering the product when it is needed. Haworth’s lead time guide includes manufacture time as well as transit time. An example of our most recent lead time guide is included on the following page. Changes in project schedules are sometimes inevitable, and Haworth understands the need for flexibility. As soon as a need is identified, Purchasing Entities will contact the Project Manager at the Haworth dealership handling the account. Working cooperatively, the Haworth/dealer team will evaluate possible options and scenarios to arrive at the solution that best meets the customer’s immediate needs. Solutions may include accelerating the shipment of an existing order or placing a RUSH order for product not yet ordered. Our team will also investigate additional avenues, such as modifying the installation schedule or providing loaner product. We take a team approach to providing you with the best option for the specific problem at hand. RUSH, Haworth’s short lead time program, provides customers the option of ordering selected products with accelerated manufacturing times. Products and finishes that are available as part of the RUSH program are denoted with a designated symbol on our website and in our price lists. RUSH orders leave Haworth within 10 business days of order acceptance. RUSH is a premium service, and discounting for products ordered via RUSH are typically four discount points lower. 32 July 30, 2019 Product Days Product Days Adaptable 25 Enclose 25 Compose 20 Haworth Supplied Glass 25 Intuity 25 Trivati 35 Pads/Frame: PREMISE 20 Panel Systems: PREMISE 20 Panel Systems: Unigroup, Places, Unigroup Too 20 Patterns 30 450 Series 25 Patterns Cushion 20 Cultivate 20 Planes Height Adjustable 20 Hoop Tables 25 Reside 25 Hop 25 Worksurfaces 20 Immerse 33 Worktools (Jump Stuff, Boogie Board)10 Jive, Jump & Swivel 20** **All Products with Veneer 28 Pip Personal Laptop 15 Race–Call for quote Planes (not Height Adjustable)25 PopUp 20 Wood Executive Tables 30 Workware - Connect Interfaces/Processors 15 Workware - View Table/Wall mounts 20 Active Components 25 Workware - Wireless 15 Belong 20 Workware Easel 25 Belong Plus 23 Ergotron 20 If Screen 20 Overheads 20 Fern 15 Holland Transit Map Systems Lighting 20 Harbor Work Lounge 35**Bruce Transit Map Tackboards 20 Hello Lounge 20 Improv Task & Side 15 Active Component Peds 20 Lively 15 Beside Storage 25 Look 15 Compose Storage 20 Look Task 15 Files/Bookcases 25 Maari 15 PLACES Storage 20 Openest 20 V Series Storage 20 Poppy Guest 25** X & V Series Steel Peds 28 Poppy Lounge 20 10 business days X Series Combo Files 27 Riverbend & Pebble Lounge 20 See Mockup Lead Time Guide X Series Towers/Lockers 25 Soji 23 or call 616-393-1178 **All Products with Veneer 28 Very 15 24-48 hours for normal orders Very Task with Knit Backs 15**48 Hours for COM's and Walls Wood Seating 20 72 hours for HHE and Haworth Collection X99 Task & Seminar 15 24-96 hours for BuzziSpace Compose/Masters Laminate Casegoods & Storage 20 Zody 15 2-3 days Masters 20 Standard Keys:2-3 days Masters (Veneer)28 Masters Paint on Wood 35 Suite 55 X Series Desks 20 Haworth Health Environments Lead Time Guide Subject to change based on incoming order volumes and plant capabilites, calculated from the date of a clean order receipt to the day of product shipment Mockups: Rush Orders: Non-Catalogs:Contact your Haworth Customer Service Specialist before making commitments If modifications need to be made to your order please refer to our Order Change Policy for guidance Finishes: Orders, excluding Seating and Walls, with the finishes Clear on Quarter Cut Walnut and Clear on Rift Cut White Oak require an additional 10 days lead time. Tailored Solutions: may have extended lead times due to design, supplier parts, testing or complex design. *Quoted lead time on undocumented Tailored Solutions is an estimate. Final lead time will be communicated upon completion of the Tailored Solutions documentation. COM products/Alliance fabrics: may have longer lead time depending on supplier availability. Valid PO, valid financials, final signed off approval drawings, complete and final site dimensions and complete finish codes and descriptions NOT included in lead times, see the following for Transit Time by Zone: Order will be scheduled to longest lead time unless you move it onto its own DGMultiple Products: Modifications to Orders:Systems ProductLead Times:WallsTablesExtended Lead Times: Transit Times:AccessoriesStandard Lead Time Guide Stated in business days | Transit times not included Category Category General Notes Private Office** Please Call Customer Service for Quote, Available Capacity will determine lead time HHEClean Orders: Acknowledgments: Master Lock Series Guide:Haworth CollectionStorage & OrganizationHaworth Collection Lead Time GuideSeating 33 Required Form 4 –WARRANTY -SUPPLEMENTAL INFORMATION 7. Warranty: Company must detail the following: a. Applicable warranty and/or guarantees of furniture and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. Haworth has one of the strongest quality programs in the industry. We offer Limited Lifetime Warranty coverage which includes both parts and labor. Haworth also has a team of full-time Technical Representatives located in each region who will investigate any quality issues on- site, and make sure warranty claims are approved and processed quickly. Haworth takes warranty correction seriously and works diligently to resolve issues to our customers' complete satisfaction. All warranty claims are tracked through a Field Problem Report process, which allows our field technicians to closely monitor issues. Should a systemic product issue be identified, it is swiftly corrected, enabling Haworth to keep warranty claims to a minimum. Regional dealers will manage all warranty and service requests with support from Haworth. When a product issue, warranty need, or other service request is communicated, the Haworth Command Center will begin the resolution process. Dealers will commit to responding to all service calls within 24 hours of receiving the request. Often, a diagnosis can be made via phone call or email exchange, eliminating the need for a visit entirely. If a site visit is required however, it will be scheduled as soon as possible at the customer’s convenience. In either scenario, however, any issue presenting a safety risk will be responded to immediately. If the product is not useable, a plan will be developed to provide temporary alternatives until a permanent solution is found. The steps involved in each scenario are outlined below: Warranty Process A: Diagnosis made via phone, email, or on-site dealer inspection •Discovery –customer contacts dealer Project Manager with notification of issue •Diagnosis –if immediate diagnosis can be made and service parts are in stock, dealer will schedule service work at customer’s earliest convenience. If parts are not in stock, an order will be generated and expedited through Haworth customer service. •Repair or Replace –Service technician repairs or replaces product on-site as scheduled with customer. For warranty issues that require parts to be ordered, Dealer will advise customer on expected ship date and will schedule repair accordingly. 34 Required Form 4 –WARRANTY -SUPPLEMENTAL INFORMATION 7a. Applicable warranty and/or guarantees of furniture and installations including any… (continued) Warranty Process B: Diagnosis cannot be made via phone, email, or on-site dealer inspection •Discovery -customer contacts dealer Project Manager with notification of issue •Site Visit –if immediate diagnosis cannot be made, dealer’s service technician is scheduled to visit at a time convenient to customer •Diagnosis –if the service technician can make a diagnosis during visit, parts are immediately ordered, and customer is notified when they arrive. If a diagnosis cannot be made, the product is brought back to dealer for further review. •Repair or Replace –If issue can be corrected via repair, customer is notified when parts arrive, and product is repaired on-site at customer’s earliest convenience. If product must be replaced, an order will be generated and expedited through Haworth’s customer service team and delivered to customer upon receipt. In either scenario, any issue presenting a safety risk will be responded to immediately. If the product is not useable, a plan will be developed to provide temporary alternatives until a permanent solution is found. b.Warranty period start date. The City of Charlotte desires the warranty start at the time of substantial completion. Haworth’s warranty start date is always based upon the manufacture date, as this is the only way to verify the age of a product if there are issues in the future. Unlike mass produced products that may sit in warehouses for months before being purchased, Haworth products are built to order so the products you receive come with the assurance that they are newly manufactured. Due to the strength and duration of Haworth’s limited lifetime warranty, the difference between the time of manufacture and time of substantial completion –even it is several months -is not significant enough to appreciably impact the protection granted by the warranty. Haworth values its customers and builds relationships based on trust. In the rare event that a product defect was identified within a very short period outside of the warranty program, we will always work with your organization to reach a suitable solution. b.Availability of replacement parts To alleviate potential down time due to the need for small repairs, all dealers will commit to keeping frequently replaced parts in stock (such as keys,casters, arm caps) as well as base feeds and small electrical parts to quickly fix or prepare a site for installation. Small replacement stock is often delivered and replaced on the same day it is requested. 35 Required Form 4 –WARRANTY -SUPPLEMENTAL INFORMATION 7a. Applicable warranty and/or guarantees of furniture and installations including any… (continued) Warranty Process B: Diagnosis cannot be made via phone, email, or on-site dealer inspection •Discovery -customer contacts dealer Project Manager with notification of issue •Site Visit –if immediate diagnosis cannot be made, dealer’s service technician is scheduled to visit at a time convenient to customer •Diagnosis –if the service technician can make a diagnosis during visit, parts are immediately ordered, and customer is notified when they arrive. If a diagnosis cannot be made, the product is brought back to dealer for further review. •Repair or Replace –If issue can be corrected via repair, customer is notified when parts arrive, and product is repaired on-site at customer’s earliest convenience. If product must be replaced, an order will be generated and expedited through Haworth’s customer service team and delivered to customer upon receipt. In either scenario, any issue presenting a safety risk will be responded to immediately. If the product is not useable, a plan will be developed to provide temporary alternatives until a permanent solution is found. b.Warranty period start date. The City of Charlotte desires the warranty start at the time of substantial completion. Haworth’s warranty start date is always based upon the manufacture date, as this is the only way to verify the age of a product if there are issues in the future. Unlike mass produced products that may sit in warehouses for months before being purchased, Haworth products are built to order so the products you receive come with the assurance that they are newly manufactured. Due to the strength and duration of Haworth’s limited lifetime warranty, the difference between the time of manufacture and time of substantial completion –even it is several months -is not significant enough to appreciably impact the protection granted by the warranty. Haworth values its customers and builds relationships based on trust. In the rare event that a product defect was identified within a very short period outside of the warranty program, we will always work with your organization to reach a suitable solution. b.Availability of replacement parts To alleviate potential down time due to the need for small repairs, all dealers will commit to keeping frequently replaced parts in stock (such as keys,casters, arm caps) as well as base feeds and small electrical parts to quickly fix or prepare a site for installation. Small replacement stock is often delivered and replaced on the same day it is requested. 36 Required Form 4 –WARRANTY -SUPPLEMENTAL INFORMATION 7d. Life expectancy of furniture under normal use. Industry standards define a lifetime as ten years of normal use. Because Haworth technicians and field personnel actively service the product we sell, we know that the actual lifetime of many of our products surpasses that ten-year standard. Haworth designs product to ANSI/BIFMA™ standards, which are based on an assumption of ten years of 40 hours per week use. Because Haworth knows its products are typically used for more than a single shift, our product testing, in most cases, goes beyond the industry standards, sometimes testing more than 3 times the amount required by the standard. We also monitor product performance in the workplace, which allows Haworth to adjust its designs to meet market needs. Once designed and tested, however, many factors influence the actual useful lifetime of a product. In the list below, the higher the impact or presence of the factor, the shorter the lifespan past the standard of ten years. 1. Use more than 8 hours per day 2. Churn rate involving furniture moves over 40% 3. Dirty or dusty environments; direct exposure to sunlight 4. Lack of maintenance 5. High traffic or motion areas 6. Exposure to chemical or abrasive agents 7. Weight bearing more than testing standards e.Detailed information as to proposed return policy on all furniture. Haworth Product Returns Haworth products are manufactured to customer orders. We do not stock or otherwise inventory product. Because products are made to order, our return policy is strict, and each request is evaluated on a case-by-case basis. Restocking fees and return freight cost may be applied, depending on circumstances. Haworth’s policy is to accept product returns which are shipped as a result of a Haworth error. All returns are processed through the servicing dealer. We value our customers, and it is our goal to ensure their complete satisfaction with their purchase and procurement experience. If you are less than satisfied with a Haworth product, we, along with our dealers, will always work with your organization to find a solution that will ensure your satisfaction. 37 Effective: January 1, 2019 Great E xpec tations You have them as a Haworth customer and so do we. And because we value our customers, we cover our products with this Product Compatibility and Limited Warranty Policy. OUR COMMITMENT TO PRODUCT COMPATIBILITY – INTEGRATED PRODUCT PLATFORMS As a market leader in the design and manufacture of workspaces that adapt to change, we strive to maintain product compatibility wit hin our various generations of integrated product platforms. This benefits the customer who desires to update or modify their work environment. It also benefits the customer needing to replace a product due to damage or other reasons but which is no longer manufactured or is otherwise unavailable, such as a fabric or finish that is discontinued because of changing market preferences. In both circumstances, we often can provide products with comparable function and performance. OUR COMMITMENT TO PRODUCT QUALITY – THE HAWORTH NORTH AMERICA LIMITED WARRANTY To ensure customer satisfaction and peace of mind, we stand behind our products with the following Haworth North America Limited Warranty (“Limited Warranty”). What Products are Covered? This Limited Warranty applies to new products manufac ture d by Haworth, Inc. or Haworth, Ltd. (individually, “Haworth”) after January 1, 2019 t hat are sold to an end-user purchaser by Haworth or an Authorized Haworth Dealer (“Covered Products”). Covered Products also include new products manufactured by a company other than Haworth after January 1, 2019 that are sold to an end-user purchaser by Haworth or an Authorized Haworth Dealer as part of the Haworth Collection line of products, but only if such products are specifically listed below in the “What are the Warranty Periods? - Haworth Collection of Products” section of this Limited Warranty. For products manufac tured on or before January 1, 2019, please refer to the applicable Haworth warranty published in the Haworth North America Price List when the product was purchase d or contac t your local Autho rized Haworth D ealer. In this Limited Warranty, the terms “us,” “we,” “our” and similar terms refer to Haworth, and an end-user purchaser refers to the first person who purchases a Covered Product for such person’s own internal use and not for resale or distribution. The following products are excluded from the definition of “Covered Product” and not covered by this Limited Warranty, and neither Haworth nor its affiliates will have any obligation or liability relating to them: (a) software; (b) consumable items, such as batteries and bulbs/lamps; (c) the customer’s own material (COM), or any material specified by the purchaser t hat is not a standard Haworth product offering, such as Haworth Alliance fabrics, (d) other than Haworth Collection products not manufactured by Haworth as described above, any item manufactured by a third party from whom Haworth purchases the item for resale without incorporating it into a Haworth product as a component or part (in those situations, if the purchaser is not a direct beneficiary of the manufacturer’s warranty, then Haworth will assign to the purchaser any warrant y that the manufac turer provides, to the extent the warranty is 38 Effective: January 1, 2019 2 assignable), and (e) Ergotron® products included in the Accessories North American Price List, regardless of whether incorporated into a Haworth product as a component or part (if the purchaser is not a direct beneficiary of any applicable Ergotron® warranty, Haworth will assign such warranty to the purchaser, to the extent assignable). What Problems are Covered? Subject to the terms of this Limited Warranty, Haworth warrants to the end-user purchaser of a Covered Product that the Covered Product, at the time of purchase, will be free of any defect in design or workmanship that materially impairs the performance or functionality of the Covered Product under normal use (a “Defect”). This warranty is for 24-hour / 7-day multiple shift use of the applicable Covered Product; for seating products, such use is by individuals up to 325 lbs. In this Limited Warranty, normal use means use of a Covered Product in accordance with all of the following: (a) Haworth’s standards instructions, guidelines and recommendations for that Covered Product; (b) if the Covered Product is part of the Haworth Collection and not manufactured by Haworth, then the applicable manufacturer’s standard instructions, guidelines, and recommendations for that Covered Product; and (c) applicable laws, rules, regulations and ordinances. A Defect excludes, and Haworth and its affiliates will not have any responsibility or liability for, the following: (a) normal wear and tear; (b) any damage, wear or failure of the Covered Product that occurs during transport of the Covered Product, or that is caused by improper use, care or maintenance of the Covered Product or by an act of God or other event outside of Haworth’s reasonable control; (c) the natural variation of color, grain or texture found in wood and leather; (d) the natural aging of materials such as wood, fabric and leather which results in colors changing over time or during use; (e ) dye lot variations in fabric, leather or wall coverings; (f) the natural patina of leather during use; (g) “puddling” or wrinkling of fabrics, leather, or faux leather; (h) reverse crocking of dyes from clothing onto seating materials; (i) scratches, dents, abrasions or other surface damage to Hoop products; (j) change in color (including fading) or other surface effects resulting from exposure to chemicals (such as chemicals in cleaning solutions) or exposure to sunlight or other sources of ultraviolet rays; or (k) any damage, wear or failure of the Covered Product caused by the integration or use of any non-Haworth materials, components, devices or other products into or with any Covered Product. What Remedies are Available? If a purchaser makes a valid claim under this Limited Warranty for a Defect to a Covered Product, Haworth, at its option, will either (a) repair the Covered Product at Haworth’s cost, (b) replace the Covered Product at Haworth’s cost with a new or refurbished product with comparable function and performance, or (c ) refund or credit the purchase price of the Covered Product (excluding taxes, duties, fees and other amounts). All repair and replacement work will be performed by Haworth or a third party engaged by Haworth to perform the specific repair or replacement work relating to the Defect; repair or replacement work performed by any other person will void this Warranty. Haworth will not be responsible for any cost or expenses incurred by the purchaser relating to repair or replacement of a Covered Product due to a Defect, including without limitation freight, insurance, inspection, storage and similar costs and expenses. Any Covered Product that is replaced or whose purchase price is refunded or credited will become the sole and exclusive property of Haworth. 39 Effective: January 1, 2019 3 What Conditions Apply? All the following conditions must be satisfied to make a valid claim under this Limited Warranty for a Defect to a Covered Product:  the purchaser must have notified Haworth in writing of the Defect within 30 days after the purchaser first learns or has notice of the Defect, and in any event not later than three (3) business days after the last day of the applicable warranty period; all such notices must be sent to Haworth at One Haworth Center, Holland, Michigan 49423, Attention: Customer Service/ Warranty Claims;  t he purchaser must provide original Haworth order number and have fully complied with all instructions, requirements, and directions provided by Haworth, an Authorized Haworth Dealer or their respective agents regarding (a) the inspection, preservation or safeguarding of the Covered Product and (b) the transportation and delivery of the Covered Product to Haworth or, if directed by Haworth, to an Authorized Haworth Dealer or other party;  the Covered Product must have been installed by Haworth or an installer certified by Haworth to install that Covered Product;  all prior repairs of the Covered Product must have been performed by Haworth or an installer certified by Haworth to install that Covered Product;  the repair of the Defect of the Covered Product pursuant to this Warranty must be performed by Haworth or a third party engaged by Haworth to perform the specific warranty-repair work;  at all times the Covered Product must have been located in a building that is (a) dry, fully closed-in and protected from the natural elements, and (b) adequately heated, ventilated and air conditioned to maintain an internal temperature between 40°F and 90°F (4°C and 32°C) and relative humidity levels between 25% and 55%;  the Covered Product must not have been modified, and the purchaser must have used and maintained the Covered Product in full conformity with all of Hawo rth’s written specifications, instructions and guides regarding use, care and maintenance;  if the Covered Product is replaced or its purchase price is refunded, all bills of sale, assignments, releases, consents, approvals and other documents and/or actions required by Haworth to assign and transfer to Haworth sole and exclusive title in the Covered Product, free and clear of all liens, claims and encumbrances, must have been executed, delivered and/or made, as applicable; and  all other conditions and requirements in or arising under this Limited Warranty, applicable law or a written agreement between Haworth and the purchaser, must have been fully satisfied. 40 Effective: January 1, 2019 4 What are the Warranty Periods? A Covered Product’s warranty period begins on the Covered Product’s date of manufacture and ends on the expiration of the time period identified below for that particular Covered Product. In addition, the warranty period will automatically terminate at the time that the end-user purchaser ceases to solely own, possess, control and use the Covered Product.  Lifetime. Except for those Covered Products or related components or materials identified below as having a different warranty period, the warranty period of a Covered Product is as long as the end-user purchaser continues to solely own the Covered Product.  Twelve (12) Years. The following Covered Products have a 12-year warranty period:  seating products (framework, mechanisms, seating foam, cylinders, mesh, seating glides & casters, plastic components, and non-gel arm caps)  wood or wood-framed products  Casegood mechanisms (hinges, slides, latches, glides, casters, etc.)  Ten (10) Years. The following Covered Products have a 10-year warranty period:  wall products (excluding soft-close door me chanisms, wallcoverings, and glass)  Power Base™ Electrical (excluding Power Base AI and USB receptacles)  thermally fused laminates  Planes® and Hop™ height adjustable product mechanisms¹  fixed task lighting (excluding ballasts and LED lighting)  products that are at any time used in a classroom or educational environment (other than administrative areas) except as limited or described below  adjustable keybo ard pads and monitor arms  electrical (non-USB) and A/V accessories  Five (5) Years. The following Covered Products have a 5-year warranty period:  fabric scrims, fabric screens, vertical fabrics, and wallcoverings  fabrics rated Heavy Duty (A) under the Association o f Contract Textiles Guidelines  leathers or faux leather  vertical-use markerbo ard laminates  user-adjustable work-surface mechanisms  Power Base Receptacles with USB  overhead storage unit slow-close me chanisms  Reed Premier™ LED lighting  electronic ballasts used in t ask lighting  glass used in Systems products (vertical & horizontal) ²  Improv and X-99 gel arm caps  work tools and systems accessories (e.g. laptop holders and footrests)  Jump™ height adjustable product mechanisms¹ ¹ Troubleshooting procedures provided by Haworth must be used to determine if a mechanism is defective, the associated error code needs to be included in the Service Notification ² The tempering process for glass results in stronger glass and allows it to fracture into smaller, less harmful pieces when it breaks. Tempered glass often is referred to as “safety glass” because of this breakage feature. Although stronger, it is still important to handle tempered glass with care and avoid impact damage. Small impurities introduced during the tempering process or damage to edges during handling or use can result in spontaneous glass breakage at unpredictable times and are excluded from warranty coverage. 41 Effective: January 1, 2019 5  Three (3) Years. The following Covered Products have a 3-year warranty period:  Power Base AI Electrical product  work ware™ hardware products  painted MDF product  USB retrofit kits or products incorporating USB charging outlets (Except Power Base)  Hoop products (excludes surface damage such as scratches, dents, or abrasions)  fabrics rated G eneral Contract (a) under the Association of Contract Textiles Guideline  Two (2) Years. The following Covered Products have a 2-year warranty period:  Walls soft-close door mechanisms  One (1) Year. The following Covered Products have a 1-year warranty period:  h orizontal use markerboard laminates  acrylic tops/surfaces  soft palm rests  electronic locks  mouse pad inserts  Translucent edging  glass used in Walls product (refer to note ² above)  Openest™ Plume Screens  Specific Product Lines.  Tailored Solutions™. A Covered Product that is modified under Haworth’s “Tailored Solutions” program will have a warranty period that is the same as the standard catalog product that is modified; however, any material modification of the standard catalog product’s features, construction, function or aesthetics will have a 1-year warranty period.  Haworth Healthcare Products. The warranty period of a Covered Product within the Haworth Healthcare line of products is as follows (textiles and coverings are not covered by this Limited Warranty):  Five (5) Years.  guest seating  Three (3) Years.  standard glides  standard c asters  p atient room c asegoods  manual exam tables and a ccessories  exam room stools  p ower exam t ables and accessories  overbed tables  Two (2) Years.  gas cylinders  One (1) Year.  Thermofoil and Kydex a rm caps  Thermofoil tops  central locking casters  r ecliner and lift chair motors  motion mechanisms  heat/massage  r ecliner o ptions  modular exam base  wall casegoods 42 Effective: January 1, 2019 6  Haworth Collection Products. The warranty period of a Covered Product within the Haworth Collection line of products, including those manufactured outside of North America and sold to a customer based or located in North America, is as follows (textiles and coverings are not covered by this Limited Warranty):  Twelve (12) Years.  Haworth seating products (framework, mechanisms, seating foam, cylinders, mesh, seating glides & casters, plastic components, and non-gel arm caps)  Haworth wood or wood-framed products  Five (5) Years.  Cappellini products manufactured in North America  Haworth products imported from Europe unless noted for shorter terms  Pablo Designs products  Three (3) Years.  GAN products  JANUS et Cie seating frames and table frames (excludes cushions, fabrics, frame finish, and glass)  Two (2) Years.  Cappellini products imported from Europe  Cassina products imported from Europe  Poltrona Frau products imported from Europe  BuzziSpace products  One (1) Year.  JANUS et Cie umbrellas and umbrella base • Service Parts. Haworth-authorized service parts installed on a Covered Product will be covered by this Limited Warranty for the remaining balance of the warranty period for that Covered Product, so long as the service part was installed by Haworth or an installer certified by Haworth to install that Covered Product. GENERAL TERMS This Product Compatibility and Limited Warranty Policy extends solely to end-user purchasers of Covered Products and not to their successors, assigns, employees, agents or affiliates. This Policy is not assignable or transferable in whole or in part, whether voluntarily, by operation of law or otherwise, and any purported assignment or transfer will be void. All determinations regarding the scope, applicability and interpretation of this Policy, including without limitation the satisfaction of and compliance with any of its conditions and requirements, will be made solely by Haworth in its discretion. All such determinations made by Haworth will be final, non-appealable and binding on all persons. EXCEPT FOR THE EXPRESS LIMITED WARRANTY STATED ABOVE, TO THE EXTENT ALLOWED BY LAW, HAWORTH D OES NOT MAKE, AND IT EXPRESSLY DISCLAIMS, ANY WARRANT Y OR REPRESENTATION, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY PRODUCT OR SERVICE AND, IN PARTICULAR, DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANT Y OR REPRESENTATION O F MERCHANTABILIT Y OR OF FIT NESS FOR A PARTICULAR PURPOSE . ANY LEGALLY REQUIRED WARRANTY THAT MAY NOT BE DISCLAIMED WILL BE LIMITED IN DURATION TO ONE (1) YEAR FROM THE DATE OF MANUFACTURE. AS SET FORTH IN THIS POLICY, REPAIR OR REPLACEMENT, OR REFUND/CREDIT OF THE PURCHASE PRICE, AT HAWORTH’S OPTION, OF A COVERED PRODUCT ARE THE EXCLUSIVE REMED IES FOR ANY DEFECT TO THAT COVERED PRODUCT OR ANY OTHER ISSUE RELATING TO ITS MANUFACTURE OR INSTALLATION. IN NO EVENT 43 Effective: January 1, 2019 7 SHALL HAWORTH OR ANY OF ITS AFFILIATES HAVE ANY LIABILITY IN TORT OR FOR ANY CONSEQUENTIAL, ECONOMIC, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUES, USE OR REPUTATION, WITH RESPECT TO ANY COVERED PRODUCT OR ANY OTHER PRODUCT, WHETHER CAUSED BY, ARISING FROM OR RELATING TO A DEFECT OR OTHERWISE. Applies to U.S. only: Some states do not allow limitations on how long an implied warranty lasts or do not allow the exclusion or limitation of incidental or consequential damages, so the limitations or exclusions in the immediately preceding paragraph may not apply to a purchaser. This Limited Warranty gives the purchaser specific legal rights, and the purchaser may also have other rights which vary from state to state. [End of Document] 44 45 46 Required Form 5 –M/W/SBE PARTICIPATION –SUPPLEMENTAL INFORMATION Identify outreach efforts that were employed by the firm to maximize inclusion of MWSBEs to be submitted with the firm’s proposal. While Haworth is neither a small business nor minority-owned, we have programs in place to foster and implement supplier diversity. We sell and distribute our product through a robust network of certified dealers, most of which are small businesses, and many of which fall under MWVBE classifications including MBE, WBE, VBE, and SDVOSB. In addition, Haworth actively seeks to increase the participation of minority, women-owned, and service disabled veteran-owned businesses in our procurement process. We have an annual goal of striving for a minimum of 10% of dollars spent with minority suppliers, and we track these figures monthly. Identify outreach efforts that will be employed by the firm to maximize inclusion of MWSBEs to be submitted with the firm’s proposal. We are committed to identifying, developing, and working with diverse dealerships and other MWSBE suppliers and will continue current outreach efforts that will help our clients meet their own diverse spend objectives. List below all MWSBEs that you intend to subcontract to while Performing the Services: For services to the City of Charlotte, Haworth and its dealer PMC Commercial Interiors will partner with woman-owned firm, Synergy Installation Solutions in Charlotte, NC. For services to other OMNIA Partners public agencies nationally, a complete listing of all MWSBEs within our national dealer network is included on the following page. All dealers will provide standard dealer services, including (but not limited to) design and specification, product management, order services, installation, warranty and other post-installation. Further, all Haworth dealers have the ability to subcontract with MWSBE businesses in their areas, increasing OMNIA Partners' ability to meet its minority spend objectives, however, as our dealers are independently owned and operated, we do not have access to the list of vendors with whom they may subcontract. 47 Required Form 5 –M/W/SBE PARTICIPATION –SUPPLEMENTAL INFORMATION 48 MWSBE – SUPPLEMENTAL INFORMATION PMC will subcontract with Synergy Installation Solutions, a Woman-owned, HUB certified business. Synergy is a leader in its field, with a 25 year history serving customers in Charlotte. With divisions also in Atlanta, Georgia and Detroit, Michigan, it is their mission to provide clients with the ultimate experience in installation services. They are committed to setting the standard for excellence in their industry in providing delivery, installation, long-term support services and customer satisfaction. Synergy shares PMC’s philosophy of doing whatever it takes to meet customers’ goals and they have worked together in the past with outstanding results. Synergy works with a focus and level of professionalism under a mandate of business ethics and moral standards. Their factory-trained and uniformed installers guarantee the results their customers expect. Synergy will provide lead installation services on all City of Charlotte projects, with PMC providing dealer oversight and supervision. Planes height adjustable tables and Very task chair 49 July 24, 2015 Dear Lisa Tarr: The Office for Historically Underutilized Businesses (HUB Office) is pleased to inform you that your company is now certified as a Historically Underutilized Business. Your firm is listed in the Statewide Uniform Certification (SWUC) Program database. This certification will remain in effect for four (4) years from the date of this letter, contingent upon submission of your 'Annual Status Update Affidavit' each year prior to your certification renewal date. If you fail to submit the 'Annual Status Update Affidavit' your HUB Certification shall be Revoked. You must notify the HUB Office in writing within 30 days of any changes affecting your compliance with SWUC Program eligibility requirements, including changes in ownership, day-to-day management and operational control. Failure to notify the HUB Office of these changes or reapply for certification in a timely manner may cause your HUB Certification to be revoked. Also, it is important to maintain current contact information such as address, telephone number, and email address in the SWUC Program database. The HUB Office collaborates with local Minority/Women/Small Business (M/W/SBE)Offices who offer assistance to certified HUB firms with identifying contract opportunities with state and local government. Many of these offices also offer assistance with business development. Please visit our website at www.doa.nc.gov/hub/swuc.htm to locate the local office near you. Another great resource is the Small Business and Technology Development Center at www.sbtdc.org for free personalized business assistance and counseling. It is important to note that although your status as a certified HUB firm greatly improves your access to state and local government contracts, this certification does not guarantee contract awards. Your ability to research opportunities and bid competitively will be important to your success in this program. Thank you for your interest and participation in the SWUC Program as a Historically Underutilized Business firm with the State of North Carolina. Sincerely, Certification Specialist Bradley Hicks Bradley Hicks North CarolinaDepartment of Administration Pat McCrory, Governor Bill Daughtridge, Jr., Secretary Office for Historically Underutilized Businesses Dennis M. English, Jr., Asst. to the Secretary for HUB Outreach Lisa Tarr Synergy Installation Solutions, LLC. (Woman Owned) 10709 Granite Street Suite K Charlotte, NC 28273 Mailing Address:Location: Office for Historically Underutilized BusinessesDepartment of Administration Telephone (919) 807-2330Fax (919) 807-2335 An Equal Opportunity/Affirmative Action Employer 116 West Jones StreetAdministration Building1336 Mail Service Center State Courier #51-01-00 Suite 4109Raleigh, NC 27699-1336 Raleigh, NC 27603 Section 7: Required Form 5 Supplemental Information - HUB 50 51 Required Form 6 –COMPANY’S BACKGROUND -SUPPLEMENTAL INFORMATION Provide the names and addresses of each certified installer / subcontractor by geographical area (continued) In addition, most Haworth dealerships have certified and vetted installers on their staff. A full list of our more than 300 US Preferred and Authorized dealers, along with their locations, is included on the following page. Poppy Lounge and Maari Conference seating 52 2019 US Dealers by Region Names in ITALICS indicate Haworth Preferred Dealers; all others are Haworth Authorized Dealers * Haworth Best-In Class Dealers (8a G) 8(a) Graduate (SDB) Small Disadvantaged Business (EDGE) Encouraging Diversity, Growth and Equity (SDVOSB) Service-Disabled Veteran-Owned Small Business (HUB) Hub Zone (VOSB) Veteran-Owned Small Business (MBE) Minority Business Enterprise (WBE) Women Business Enterprise (NMDSC) National Minority Supplier Development Council (WBENC)Women’s Business Enterprise National Council (PEP) Procurement Enhancement Program (WOSB) Woman Owned Small Business EASTERN REGION ALABAMA Innerspaice Architectural Interiors, Birmingham BERMUDA Innovative Office Interiors, Hamilton CONNECTICUT John Watts Associates, East Hartford Robert H. Lord Co., Manchester FLORIDA Accent Office Interiors, Tallahassee (WBE, SDB) Florida Business Interiors, Inc., Lake Mary Florida Business Interiors, Inc., Tampa Innerspaice Architectural Interiors, Fort Walton Beach JC White Architectural Interiors, Miramar* (WOB) Office Concepts & Furniture Design, Gainesville, (MBE, SDB) Office Environments & Services, Jacksonville* GEORGIA Loy’s Office Supplies, LaGrange McGarity’s Business Products, Gainesville Modern Business Systems, Inc., Augusta, GA Office Images, Roswell Turnerboone Contract, Atlanta (WBENC) LOUISIANA KV Workspace, Mandeville (WOSB) MAINE Environments @ Work, LLC, Boston, MA MARYLAND Price Modern, Baltimore* Price Modern of Washington, Lanham* MASSACHUSETTS Environments @ Work, LLC, Boston MISSISSIPPI Business Interiors, Ridgeland Commercial Business Interiors, Inc., Hattiesburg Sullivan's Office Supply, Inc., Starkville NEW HAMPSHIRE Office Interiors, Ltd., Dover NEW JERSEY Allstate Office Interiors, Inc., Hamilton Bellia Office Furniture, Inc., Woodbury Commercial Furniture Interiors, Inc., Mountainside Image Office Environments, Mountainside (WBE, SDB) Meadows Office Furniture of New Jersey, Fairlawn (WBE) Millennium Office Solutions, LLC, Morristown NEW YORK A.C. Desk Co., Inc., Mineola Allstate Office Interiors, Inc., Buffalo Bell Yorktown Inc., Bedford Hills Buffalo Office Interiors, Inc., Buffalo Key International, Inc., New York Meadows Office Furniture, New York (WBE) Standard Commercial Interiors, Albany Syracuse Office Environments, Syracuse Workplace Interiors, Fairport WORKWELL PARTNERS, New York NORTH CAROLINA Bumbargers, Inc, Hickory Corporate Interiors & Sales, Fayetteville PMC Commercial Interiors, Charlotte* PMC Commercial Interiors, Greensboro* PMC Commercial Interiors, Morrisville* Professional Business Interiors, Asheville PENNSYLVANIA Advanced Office Environments, Malvern Advanced Office Environments, Philadelphia BMC Office Furniture, Scranton BurkeMICHAEL+, Pittsburgh (WBE) Easley & Rivers, Inc., Monroeville Office Environments, Inc., Bristol Tanner of Pennsylvania, Inc., Harrisburg Top to Bottom Interiors, Altoona Transamerican Office Furniture, Inc., Philadelphia Transamerican Reading, Reading PUERTO RICO Systronics, San Juan RHODE ISLAND Creative Office Environments, East Providence SOUTH CAROLINA Miller's of Columbia, Inc., Columbia (HUB, WBE, SBD) PMC Commercial Interiors, Greenville VERMONT Office Environments, Inc., South Burlington VIRGINIA DDG, Inc., Fredericksburg (SDVOSB) JMJ Corporation, Richmond New Day Office Furniture, Inc., Suffolk Omnifics, Alexandria (8a G, MBE) Wytheville Office Supply, Inc., Wytheville WEST VIRGINIA Capitol Business Equipment, Inc., Charleston (WBE) 53 2019 US Dealers by Region Names in ITALICS indicate Haworth Preferred Dealers; all others are Haworth Authorized Dealers * Haworth Best-In Class Dealers (8a G) 8(a) Graduate (SDB) Small Disadvantaged Business (EDGE) Encouraging Diversity, Growth and Equity (SDVOSB) Service-Disabled Veteran-Owned Small Business (HUB) Hub Zone (VOSB) Veteran-Owned Small Business (MBE) Minority Business Enterprise (WBE) Women Business Enterprise (NMDSC) National Minority Supplier Development Council (WBENC)Women’s Business Enterprise National Council (PEP) Procurement Enhancement Program (WOSB) Woman Owned Small Business CENTRAL REGION ARKANSAS David Martin, Inc., Jonesboro Innerplan Office Interiors, North Little Rock* Norman Company, Fort Smith IOWA Triplett Corporate Interiors, Des Moines Triplett Corporate Interiors, Dubuque ILLINOIS Business Office Systems, Carol Stream Illini Supply, Forsyth (WBE, EDWOSB) Kayhan Intl Ltd., Schaumburg* (WBENC, MBE) Korte Co, Highland Louer Facility Planning, Collinsville (WBE) Ridders Business Supply Co., Inc., Quincy Stiles Office Solutions, Inc., Carbondale INDIANA Commercial Office Environments, Indianapolis (WBE) Intrascape, Inc., Fort Wayne KANSAS encompas, Wichita* (WMBE by WBENC) KENTUCKY InterSpace Ltd., Lexington (WBE) Office Environment Company, Louisville (WBE) MICHIGAN AIREA, Farmington Hills DBI Business Interiors, Lansing* Interphase Interiors, Grand Rapids* ISCG, Royal Oak* (WBE) Michigan Office Environments, Kalamazoo SPACE, Inc., Midland (WBENC, WOSB, SDB) MINNESOTA Fluid Interiors, Minneapolis* MISSISSIPPI Weatheralls, Tupelo MISSOURI encompas, Kansas City* (WMBE by WBENC) Professional Office Environments, Maryland Heights* NEBRASKA encompas - Nebraska, Omaha* (WMBE by WBENC) NORTH DAKOTA Christiansons Business Furniture, Inc., Fargo* Norby’s Work Perks, Grand Forks Southwest Business Machines, Inc., Dickinson OHIO Charles Ritter Co., Mansfield Elements IV Interiors, Dayton (SDB, MBE, EDGE, PEP, 8(a)G) Globe Business Interiors, West Chester King Business Interiors, Columbus (WBENC, EDGE, WOSB) MyOffice Products, Akron RCF Group, West Chester Township* (MBE, NMDSC) RCF Group Cleveland, Cleveland* (MBE, NMDSC) Supply Post Business Products, Cincinnati OKLAHOMA Furniture Marketing Group of Oklahoma, Oklahoma City Workspace Resources, Inc., Tulsa SOUTH DAKOTA Canfield Business Interiors, Sioux Falls V-cor, LLC, Rapid City (VOSB, SDVOSB) TENNESSEE Nashville Office Interiors, Nashville Nashville Office Interiors of Chattanooga, Chattanooga Nashville Office Interiors of Knoxville, Knoxville Officescapes, Inc., Bartlett TEXAS Built for Dreams, Lubbock (WBE, HUB) Business Interiors of Texas, Corpus Christi (WBE) Facility Interiors, Carrollton (MBE) Facility Interiors EDS, Dallas* (MBE) Facility Interiors of Austin, Austin* (MBE) Facility Interiors of Houston, Houston* (MBE) Furniture Marketing Group, Plano Furniture Marketing Group of Austin, Austin Furniture Marketing Group of Houston, Houston Royer & Schutts, Fort Worth Spencer Co, Dallas* Wittigs Office Interiors, San Antonio Wittigs Office Interiors of Houston, Houston WISCONSIN Business Interiors by Staples, Onalaska M & M Office Interiors, Pewaukee* M & M Madison, Middleton* Nordon, Inc., Appleton 54 2019 US Dealers by Region Names in ITALICS indicate Haworth Preferred Dealers; all others are Haworth Authorized Dealers * Haworth Best-In Class Dealers (8a G) 8(a) Graduate (SDB) Small Disadvantaged Business (EDGE) Encouraging Diversity, Growth and Equity (SDVOSB) Service-Disabled Veteran-Owned Small Business (HUB) Hub Zone (VOSB) Veteran-Owned Small Business (MBE) Minority Business Enterprise (WBE) Women Business Enterprise (NMDSC) National Minority Supplier Development Council (WBENC)Women’s Business Enterprise National Council (PEP) Procurement Enhancement Program (WOSB) Woman Owned Small Business WESTERN REGION ALASKA AA-K Business Environments, Inc., Anchorage ARIZONA Tucson Business Interiors, Inc., Tucson CALIFORNIA - NORTHERN Contract Office Group, San Francisco (VOSB, MBE) Contract Office Group, San Jose (VOSB, MBE) CORE Business Interiors, Inc., Fresno Durst Contract Interiors, Inc., Stockton Interiors, Inc, Santa Rosa Wardens Office, Inc., Modesto CALIFORNIA - SOUTHERN Interior Office Solutions, Inc., Irvine Interior Office Solutions, Los Angeles Key International, Gardenia Pacific Office Interiors, Agoura Hills* TotalPlan, Inc., Riverside Unisource Solutions, Hayward Unisource Solutions, Pico Rivera Unisource Solutions, San Diego Western Contract, Rancho Cordova (SBE) COLORADO Pear Workplace Solutions, Denver HAWAII Great Space, Honolulu The Systemcenter, Inc., Honolulu IDAHO Business Interiors of Idaho, Inc., Boise Business Interiors by Staples, Idaho Falls KANSAS Contract Design Group, Inc., Topeka MISSOURI Thomas Brothers Office Furniture, Springfield MONTANA 360 Office Solutions, Billings NEW MEXICO Contract Associates, Inc., Albuquerque* (WOSB, MDOB) NEVADA Faciliteq Business Interiors, Las Vegas Reno Business Interiors, Inc., Reno OREGON Interior Office Solutions, Inc., Portland TEXAS Facilities Connection, El Paso (8(a) G, WBE, HUB, WOSB) UTAH CCG Howells, Salt Lake City* WASHINGTON Brutzman's Office Solutions, Richland Creative Office, Olympia Great Spaces, LLC, Seattle (SDVOSB, SDB) Interior Solutions, Inc., Spokane Quantum Solutions, Spokane WYOMING Business Interiors by Stables, Idaho Falls, ID 55 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 REQUIRED FORM 10 – ENVIRONMENTAL PURCHASING RESPONSES RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES Companies shall complete and submit the form below regarding the products or supplies required to perform the Services. Question Response Recycled Content. Products must contain a certain percentage of recycled content. Please include the amount of recycled content, both pre- and post-consumer, included in your product. Recyclability. Please include the types of materials included in your product, and if they are considered recyclable in typical municipal recycling streams. Biodegradability. Products must be capable of decomposing under natural conditions. Please state whether each Product offered in your proposal is biodegradable. Compostability. Products must be capable of composting at a commercial composting facility. Please state whether each product offered in your proposal is compostable. Energy Consumption. Please include the total amount of energy consumed for product or service manufacture, use and disposal. Different sources of energy are associated with different environmental impacts. Energy Efficiency. Products must meet or exceed the Department of Energy (DOE) and Environmental Protection Agency criteria for use of the ENERGY STAR trademark label; or is in the upper 25% of efficiency for all similar products as designated by the U.S. Department of Energy’s Federal Energy Management Program. Water Efficiency. Eligible products must meet or exceed the Environmental Protection Agency’s WaterSense program, or be water-efficient or low-flow fixtures. Low VOCs. 53 See Product Environmental Datasheets in Supplemental information following this form. See Product Environmental Datasheets in Supplemental information following this form. n/a - See complete response on Supplemental sheets following this form. n/a - See complete response on Supplemental sheets following this form. n/a See complete response on Supplemental sheets following this form. n/a See complete response on Supplemental sheets following this form. 56 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 Products should contain low or no volatile organic compounds (VOCs). Please indicate any VOC content in each applicable product offered in your proposal. Reduced Packaging. Please include any efforts made to reduce the packaging of the products included in this proposal. Pollution Prevention. Please state your company’s policy on source reduction. The Pollution Prevention Act defines source reduction to mean any practice that: (1) Reduces the amount of any hazardous substance, pollutant or contaminant entering any waste stream or otherwise released into the environment (including fugitive emissions) prior to recycling, treatment or disposal, and (2) Reduces the hazards to public health and the environment associated with the release of such substances, pollutants or contaminants. The term includes: equipment or technology modifications, process or procedure modifications, reformulation or redesign of products, substitution of raw materials, and improvements in housekeeping, maintenance, training or inventory control. Life Cycle Management. Please state how many times your product may be reused. (Since reusable products generally require more upfront costs than disposable products, they are often subjected to a cost/benefit analysis in order to determine the life cycle cost). End of Life Management. Will the manufacturer or designee accept the product back at the end-of-life? (who pays for the transportation of the product may be situation-specific). 54 See complete response on Supplemental sheets following this form. See complete response on Supplemental sheets following this form. See complete response on Supplemental sheets following this form. Haworth is committed to providing our customers with products that support safe and healthy environments, and to a policy of material chemistry transparency. All Haworth-owned manufacturing facilities are ISO 14001 and 9001 certified. See our complete response on Supplemental sheets following this form. See complete response on Supplemental sheets following this form. 57 Required Form 10 –ENVIRONMENTAL-SUPPLEMENTAL INFORMATION Recycled Content. Products must contain a certain percentage of recycled content. Please include the amount of recycled content, both pre-and post-consumer, included in your product. Recyclability. Please include the types of materials included in your product, and if they are considered recyclable in typical municipal recycling streams. Note: We want to ensure all questions are answered completely and accurately. Per the requirements of the RFP, the following represents additional pages needed when the space on the Required Form was insufficient for a full response. For your convenience, all questions and correlating full responses from Required Form 10 are included whether or not additional space was required. 58 Required Form 10 –ENVIRONMENTAL-SUPPLEMENTAL INFORMATION Biodegradability. Products must be capable of composting at a commercial composting facility. Please state whether each product offered in your proposal is compostable. Not applicable -Haworth products are designed to be durable and long-lasting to meet the performance requirements our customers demand. With the exception of some natural fabrics that may be available on seating products and panels, Haworth products are not biodegradable. Compostability. Products must be capable of decomposing under natural conditions. Please state whether each Product offered in your proposal is biodegradable. Not applicable -Haworth products are designed to be durable and long-lasting to meet the performance requirements our customers demand. With the exception of some natural fabrics that may be available on seating products and panels, Haworth products are not biodegradable. Energy Consumption. Please include the total amount of energy consumed for product or service manufacture, use and disposal. Different sources of energy are associated with different environmental impacts. 59 Required Form 10 –ENVIRONMENTAL-SUPPLEMENTAL INFORMATION Energy Efficiency. Products must meet or exceed the Department of Energy (DOE) and Environmental Protection Agency criteria for use of the ENERGY STAR trademark label; or is in the upper 25% of efficiency for all similar products as designated by the U.S. Department of Energy’s Federal Energy Management Program. Not applicable Water Efficiency. Eligible products must meet or exceed the Environmental Protection Agency’s WaterSense program, or be water-efficient or low-flow fixtures. Not applicable Low VOCs Products should contain low or no volatile organic compounds (VOCs). Please indicate any VOC content in each applicable product offered in your proposal. Haworth produces 133 low-emitting product lines. Since 2005 we have reduced our VOC emissions by 70%, GHG emissions by 20%, and energy use by almost 30%. More than 95% of our products are air quality certified (GREENGUARD®). GREENGUARD certificates for the products positioned in this response are available upon request. Reduced Packaging. Please include any efforts made to reduce the packaging of the products included in this proposal. Haworth has successfully eliminated polystyrene from most packaging materials; it is currently used only in very small quantities (less than 5%) of product packaging where alternatives do not sufficiently protect the integrity of package contents. Haworth continues working toward the greening of the supply chain and eliminating packaging that is not recyclable. Paperboard protective posts and polyester banding contain 100% recycled content; and cartons, dividers, pads, and sheets are made from corrugated fiberboard that is 35%-40% recycled content. Protective pads, fillers, and dunnage are honeycomb and contain 20% recycled content. Each year Haworth introduces more stretch wrapping and blanket wrapping on selected product, further reducing raw material consumption and eliminating waste at the customer location. Our packaging engineers and transportation teams work together to seek new environmentally friendly packaging methods that can be implemented without compromising the level of protection provided while in transit. 60 Required Form 10 –ENVIRONMENTAL-SUPPLEMENTAL INFORMATION Pollution Prevention. Please state your company’s policy on source reduction. The Pollution Prevention Act defines source reduction to mean any practice that: (1) Reduces the amount of any hazardous substance, pollutant or contaminant entering any waste stream or otherwise released into the environment (including fugitive emissions) prior to recycling, treatment or disposal, and (2) Reduces the hazards to public health and the environment associated with the release of such substances, pollutants or contaminants. The term includes: equipment or technology modifications, process or procedure modifications, reformulation or redesign of products, substitution of raw materials, and improvements in housekeeping, maintenance, training or inventory control. Caring for our environment has been a long held, company-wide value. Haworth was the first office furniture manufacturer to achieve Zero Waste to Landfill status in all its global manufacturing facilities, and among the first to achieve 14001 certification. We maintain both ZWTL and ISO 14001 (along with ISO 9001) in all our owned manufacturing facilities worldwide. We continuously evaluate both our products and our production processes and we implement improvements at all stages, from design through end of life. Haworth is committed to providing our customers with products that support safe and healthy environments, and to a policy of material chemistry transparency. Complying with applicable legal requirements on chemicals, such as REACH, is considered as minimum standard for all our operations. We are working diligently toward reducing potentially hazardous chemicals beyond regulatory restrictions associated with parts and materials we source. We anticipate the complete elimination of targeted hazardous chemicals as new safer, alternatives become commercially available. 61 Required Form 10 –ENVIRONMENTAL-SUPPLEMENTAL INFORMATION Life Cycle Management. Please state how many times your product may be reused. (Since reusable products generally require more upfront costs than disposable products, they are often subjected to a cost/benefit analysis in order to determine the life cycle cost). Haworth products are designed for a long life of active and continuous use, and we offer one the strongest product warranties in the industry. Most products come with a lifetime warranty that is good for around the clock usage, and our most popular task seating is warrantied up to 400 pounds. Often, it is not the deterioration of Haworth product, but rather a desire for a new aesthetic, that drives customers to replace product. Many of our customers have had product in active use for more than two decades. Haworth’s value proposition, Organic Workspace, allows customers to flex their environments as their organizational priorities shift, reducing the cost of realigning space to support ever- evolving business activities, and offering customers an even greater return on their investment. Unlike conventional spaces, Organic Workspaces are designed to embrace change, ensuring that your physical space, technology, and processes remain in alignment with your organizational and cultural goals. End of Life Management. Will the manufacturer or designee accept the product back at the end-of-life? (who pays for the transportation of the product may be situation-specific). Haworth has a Seating Take-Back Program, which is offered on Zody and Very, two of the company’s best-selling chairs in its task seating line This program was established so that at the end of a Zody or Very chair’s useful life, customers can simply ship it back to Haworth (customers cover the cost of return shipping). Depending on the model and options, we will be able to recycle up to 98% of the chair. Although we do not have a formal program in place to return other Haworth product, Haworth and our dealer partners are experienced in helping customers develop a comprehensive exit strategy for the removal of unwanted/outdated existing furniture. Aligned with our zero waste to landfill philosophy, we partner with several companies to find a second life for products –often through remanufacturing or charitable donations –with recycling considered as a last resort. Final solutions are typically a combination of all options, depending on the age, type, and marketability of existing furnishings. Further, if customers are replacing existing Haworth product with new Haworth product, we will work with your organization to develop a disposition program and assign a value to existing furniture that can be applied to new purchases. These options may also include discussion around the transportation costs of returning existing Haworth furniture. 62 CONTRACT #: 2020000606 VENDOR #: 304468 EXHIBIT D – FEDERAL CONTRACT TERMS AND CONDITIONS This Exhibit is attached and incorporated into the Furniture, Installation, and Related Products and Services (the “Contract") between the City of Charlotte and Haworth, Inc. (the “Company”). Capitalized terms not defined in this Exhibit shall have the meanings assigned to such terms in the Contract. In the event of a conflict between this Exhibit and the terms of the main body of the Contract or any other exhibit or appendix, the terms of this Exhibit shall govern. 1. Debarment and Suspension. The Company represents and warrants that, as of the Effective Date of the Contract, neither the Company nor any subcontractor or subconsultant performing work under this Contract (at any tier) is included on the federally debarred bidder’s list listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” If at any point during the Contract term the Company or any subcontractor or subconsultant performing work at any tier is included on the federally debarred bidder’s list, the Company shall notify the City immediately. The Company’s completed Form 8 – Vendor Debarment Certification is incorporated herein as Form D.1 below. 2. Record Retention. The Company certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The Company further certifies that it will retain all records as required by 2 CFR § 200.333 for a period of three (3) years after it receives City notice that the City has submitted final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. 3. Procurement of Recovered Materials. The Company represents and warrants that in its performance under the Contract, the Company shall 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. 4. Clean Air Act and Federal Water Pollution Control Act. The Company 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). 5. Energy Efficiency. The Company certifies that the Company will be in compliance 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 Act (Pub. L. 94-163, 89 Stat. 871). 6. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). The Company certifies that: 6.1. No federal appropriated funds have been paid or will be paid, by or on behalf of the Company, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal Loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of and Federal contract, grant, loan, or cooperative agreement. 6.2. If any funds other than federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of an agency, a Member of Congress, an 63 CONTRACT #: 2020000606 VENDOR #: 304468 officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the Company shall complete and submit Standard Form—LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96)]. 6.3. The Company shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. 6.4. The Company’s completed Form 9 –Byrd Anti-Lobbying Certification is incorporated herein as Form D.2 below. 7. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). If the Contract is in excess of $100,000 and involves the employment of mechanics or laborers, the Company must comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, the Company is required to compute the wages of every mechanic and laborer on the basis of a standard work week of forty (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 forty (40) hours in the work week. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or purchases of transportation or transmission of intelligence. 8. Right to Inventions. If the federal award is a “funding agreement” under 37 CFR 401.2 and the City wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment of performance or experimental, developmental or research work thereunder, the City must comply with 37 CFR Part 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. 9. DHS Seal, Logo, and Flags. The Company shall not use the Department of Homeland Security (“DHS”) seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. 10. The Federal Government is not a party to this Contract and is not subject to any obligations or liabilities to the City, Company, or any other party pertaining to any matter resulting from the Contract. 11. Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). In its performance under the Contract, the Company shall comply with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, the Company is 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, the Company is required to pay wages not less than once a week. 12. Copeland “Anti-Kickback” Act (40 U.S.C. 3145). In its performance under the Contract, the Company shall comply with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), 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”). The Act provides that the Company is 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. 13. Equal Employment Opportunity. In its performance under the Contract, the Company shall comply with the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., 64 CONTRACT #: 2020000606 VENDOR #: 304468 p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” 65 66 67 SECTION 8 OMNIA Partners Requirements L.Response for National Cooperative Contract (Exhibit A) M.Administrative Agreement, Example (Exhibit B) N.Federal Funds Certifications (Exhibit F) O.Ownership Disclosure Form (Exhibit G Doc 1) P.Non-Collusion Affidavit (Exhibit G Doc 2) Q.Affirmative Action Affidavit (Exhibit G Doc 3) R.Political Contribution Disclosure Form (Exhibit G Doc 4) S.Stockholder Disclosure Certification (Exhibit G Doc 5) T.Certification of Non-Involvement in Prohibited Activities in Iran (Exhibit G Doc 6) U.New Jersey Business Registration Certificate (Exhibit G Doc 7) SECTION 8 –EXHIBIT A –RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Haworth acknowledges that it has read, reviewed, and agrees to comply with direction set forth in Sections 1.0 and 2.0, unless otherwise noted by an exception. SECTION 3.0 COMPANY RESPONSE 3.1 Company A. Brief history and description of Company. Haworth has been in business for more than 70 years. Driven by a dream to start his own business, G.W. Haworth, a high school industrial arts teacher, founded the company in 1948 under the name of Modern Products and operated it initially out of his family’s garage. In 1954, in response to a customer request, the company’s focus shifted toward office environments and changed its name to Modern Partitions. The company took its current name in 1976, when G.W.’s son, Dick, took over as the company’s President and CEO. Still family- owned and privately held, Haworth operates in 120 countries, through 47 sales showrooms globally. With more than $2 billion in sales, the company is financially strong, currently employing more than 7,000 people worldwide (nearly 4,000 people in the United States alone). Our customer base includes thousands of businesses and organizations in diverse industries including Fortune 1000 companies, government entities, healthcare and education facilities, commercial businesses, and non-profit organizations. Haworth Milestones: 1948 G.W. Haworth establishes Modern Products 1954 Modern Products begins focusing on production of modular office partitions 1976 Development of the first pre-wired panel; company changes name to Haworth, Inc. 1995 Haworth’s Ideation Group is formed, applying user-based research to develop products. 1997 Manufacturing expands with production in Shanghai; over 10 years, Haworth acquires 25 companies in Europe, North America, and Asia. 2004 Haworth’s Organic Workspace strategy launches 2008 Grand opening of renovated LEED-NC Gold Corporate Headquarters in Holland, Michigan 2009 Zero-waste-to-landfill status in all North American manufacturing facilities 2010 Haworth Collection launched, broadening company's design perspective 2011 Haworth Health (HH) launched after acquisition of Legacy Furniture Group 2012 All manufacturing facilities globally are landfill free 2013 Company adds technology tools with acquisition of Bluescape® 2014 Haworth acquires the Poltrona Frau Group, including design brands Cappellini, Cassina, and Poltrona Frau, creating the Lifestyle Designs business segment 2016 Haworth acquires Janus et Cie, adding premium contemporary outdoor furniture to its portfolio 2018 To expand offerings within Lifestyle Designs, Haworth acquires BuzziSpace, adding original acoustic solutions, lighting, and furnishings SECTION 8 –EXHIBIT A –RESPONSE FOR NATIONAL COOPERATIVE CONTRACT B. Total number and location of sales persons employed by Company. In North America, Haworth has approximately 280 people employed in field sales, who are supported by numerous individuals in other departments throughout the company. Field sales members are located strategically throughout the US and Canada and provide coverage to all fifty states, US territories, and outlying areas. C. Number and location of support centers (if applicable) and location of corporate office. Haworth’s corporate headquarters is in Holland, Michigan. In addition to manufacturing facilities, the Holland facility also functions as a showroom, and provides office space to numerous teams including sales support, marketing, design, finance, research and development, training, HR, and IT. Additional sales support is provided out of our showrooms. Current US showroom locations: Eastern Region Atlanta, Georgia Boston, Massachusetts New York, New York Philadelphia, Pennsylvania Washington, DC Central Region Chicago, Illinois Dallas, Texas West Region Denver, Colorado Houston, Texas Los Angeles, California San Francisco, California Seattle, Washington D. Annual sales for the three previous fiscal years. Global sales for 2018 were $2.14 billion, up from 2.04 billion in 2017, and $1.93 billion in 2016. E. Submit FEIN and Dunn & Bradstreet report. Haworth’s Federal ID number is 38-6053093. Haworth’s Dun & Bradstreet number is 07- 259-5457, and our D&B rating is 5A2 (5A1 is the highest rating given). Our contract with Dun & Bradstreet prohibits us from furnishing our own D&B report to customers, but we encourage you to acquire a copy of our report directly from Dun & Bradstreet. SECTION 8 –EXHIBIT A –RESPONSE FOR NATIONAL COOPERATIVE CONTRACT F. Describe any green or environmental initiatives or policies. Haworth is an industry leader in sustainable practices. Caring for our environment has been a long held, company-wide value, and we are committed to constantly evaluating and improving our production processes and our products, from concept through end of life. Haworth was among the first in our industry to achieve ISO 14001 certification, and we currently maintain it in our owned manufacturing facilities worldwide. Since 2005, through our Environmental Management System (EMS) we have reduced our VOC emissions by 92%, GHG emissions by 20%, and energy use by almost 30%. We were also the first office furniture manufacturer to achieve Zero-Waste-to- Landfill status in all of our global manufacturing facilities. Since the inception of this initiative in 2009, we’ve successfully diverted 100% of our waste streams from landfill disposal. Haworth is now proactively targeting the reduction of material sent for Waste to Energy treatment. To date, less than 2% of our annual waste generated goes to waste to energy treatment. Haworth’s manufacturing facilities recycle water in wash lines, and the 45,000-sf roof on Haworth's corporate headquarters building is planted with flowering sedum to create a greenroof that provides more efficient heating and cooling of the building, reduces storm water runoff and CO2 in the atmosphere, and increases biodiversity. We have also implemented sustainable practices into our transportation practices, including the use of SmartWay certified trucks, utilizing rail services, and combining shipments on one truck with multiple scheduled stops. We are committed to providing our customers with products that support safe and healthy environments. Our products are composed of high-recycled content, have high recyclability at end of life, and more than 95% of our products are GREENGUARD Indoor Air Quality and/or BIFMA level certified for lower emissions. Most of our wood products are offered as FSC certified. With only a few exceptions, most Haworth product is manufactured locally for the market it serves -in the US for customers in North America, in Europe for European customers, and in Asia and India for the Asian Pacific market -resulting in lower fuel emissions and a reduced carbon footprint. We develop products that encompass Design for the Environment (DfE) strategies and create designs that integrate within and across product lines. This Integrated Palette™ approach results in interiors that are exceptionally well-suited to adapt as organizations evolve. Extending the life cycle of the workspace in this way not only creates a more sustainable environment for our customers, but also makes an enormous impact on their return on investment. We actively prohibit materials of concern, including PVC, from new product offerings. Haworth has proactively identified 56 chemicals of concern in materials we source and has targeted them for removal from our standard product lines. These include chemicals commonly used in our industry such as PVC, benzidene dyes, ozone depletors, hexavalent chromium, and PBDE flame retardants. We have already made great strides in these reductions, and our standard product lines are nearly 100% free of these materials. Haworth is dedicated to continuously seeking SECTION 8 –EXHIBIT A –RESPONSE FOR NATIONAL COOPERATIVE CONTRACT F. Describe any green or environmental initiatives or policies. (continued) greener, healthier material choices as new safer alternatives become technically and commercially available, and to being transparent about our progress in removing these chemicals from our product lines. We help support the communities in which we do business by sourcing locally whenever possible which often results in reduced costs as well as a reduction of our carbon footprint. Environmental stewardship projects are numerous. Haworth also continues to support the 10 principles of the UN Global Compact with respect to Human Rights, Labor Rights, Anti-Corruption, and Environmental Protections. Haworth publishes an annual Corporate Responsibility Report (formerly known as the Sustainability Report). For additional in-depth information on our sustainable policies and programs, as well as our commitment to social and ecological principles, the most recent report may be viewed on our corporate website at http://www.haworth.com/company- info/sustainability. G. Describe any diversity programs or partners Company does business with and how Participating Agencies may use diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity program. Haworth has an annual goal of ensuring that a minimum of 10% of dollars spent are with diverse-owned suppliers, and we track these figures monthly. For the past three years, we have averaged about 14% Tier 1 and Tier 2 diversity spend each year. Haworth does not participate in a diversity program that would impact customer pricing. H. Describe any historically underutilized business certifications Company holds and the certifying agency. This may include business enterprises such as minority and women owned, small or disadvantaged, disable veterans, etc. While Haworth is not a minority business, we can help our customers achieve their diverse spending objectives in two ways. We sell and distribute our product through a robust network of certified dealers, many of which represent historically underutilized businesses and fall under MWVBE classifications including SBE, MBE, WBE, VBE, and SDVOSB. These dealers can directly invoice for all Haworth products, installation and services, thus reporting at Level 1 tier. Because Haworth and our network of Haworth dealers are nationwide, we can meet requirements for local purchasing preferences throughout the country, and we are committed to continuing to identify, develop, and work with diverse dealerships. SECTION 8 –EXHIBIT A –RESPONSE FOR NATIONAL COOPERATIVE CONTRACT I. Describe how Company differentiates itself from its competitors. There are three key aspects that set us apart from our competitors. The first is Organic Workspace,® our process for creating inspiring spaces and our perspective of workplace design. Organic Workspace enhances the effectiveness of people and the efficiency of real estate. A key component of this is our design point of view, we refer to as Performance + Desire, which encompasses elements of empathy, beauty, simplicity, performance, balance, and craft. This viewpoint led to the development of Haworth’s Integrated Palette™ and a holistic portfolio of products (including systems, storage, tables, desking, and walls) that helps customers embrace change. Many of our product lines are designed to integrate not only on fabrics and finishes, but also on other factors (such as interconnectivity and scale), so that no matter how many times product is reconfigured, reused, or moved, the workspace will maintain a clean and cohesive appearance. Pieces can be moved, swapped, and rearranged, allowing customers to focus on a design that works for today, with the assurance that changes for future needs and evolving workstyles will be accomplished with minimal cost and effort. Products that are easily reused, rewired, and repurposed not only ease space reconfigurations by broadened application possibilities, but also retain their value, ultimately resulting in more sustainable spaces. We are also the most global company in our industry. We manufacture product in the communities we serve, providing us with the ability to absorb knowledge, design acumen, and cultural diversity throughout a broad geographic range, which ultimately leads to even greater ability to serve our customers. We serve markets in more than 120 countries and employ more than 7000 people, nearly half of whom live outside of the United States. We operate 17 wholly-owned manufacturing facilities in 8 countries throughout North America, Asia, and Europe, and are the only global company whose owned manufacturing facilities are all Zero Waste to Landfill and ISO-certified, enabling greater control over quality. Finally, among the major manufacturers in the contract furniture industry, only Haworth is still privately-owned. This autonomy frees us from the constraints of a corporate board and makes us accountable only to our customers and employees. Our customers benefit by our ability to implement rapid change if needed or flex our workforce according to customer demand. We also have greater capacity to make long-term investments to find new ways to solve for the needs of customers –now and in the future. SECTION 8 –EXHIBIT A –RESPONSE FOR NATIONAL COOPERATIVE CONTRACT J. Describe any present or past litigation, bankruptcy or reorganization involving Company. Haworth is a large international company that is active all over the world and has commercial relationships with many organizations, including end-user customers, dealers, suppliers, governments, and competitors. Claims arise for a variety of reasons, including waste claims, product liability claims, contract disputes, dealer termination, supplier disputes, collection matters, and intellectual property disputes such as patent and/or trademark infringement. A review of all active claims indicate that these disputes have arisen in the ordinary course of business, will be resolved in the ordinary course and, in the judgment of Haworth’s management, will have no material financial or operational impact on the company’s ability to effectively service its customers. K. Felony Conviction Notice: Indicate if the Company a. is a publicly held corporation and this reporting requirement is not applicable; b. is not owned or operated by anyone who has been convicted of a felony; or c. is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions. Haworth is a privately-held corporation and 100% family-owned. The company is not owned or operated by any individuals who have been convicted of a felony. L. Describe any debarment or suspension actions taken against Company. There have been no debarment or suspension actions taken against Haworth. SECTION 8 –EXHIBIT A –RESPONSE FOR NATIONAL COOPERATIVE CONTRACT 3.2 Distribution, Logistics A. Describe the full line of Products and Services offered by Company. Haworth’s breadth of product is wide and allows us to furnish virtually every space within a facility, including outdoor areas. Our product portfolio includes seating (task, executive, conference, visitor, side, lounge), storage, desks and tables, systems, lighting, accessories, integrated technology, ancillary furniture, and architectural moveable wall systems. Services are provided through our network of locally owned and operated dealers, and we strategically partner with them by providing corporate oversight and managing contracts. All Haworth dealers offer interior design and installation services, and all are skilled in the following areas: Design/Space Planning Programming Providing finishes, materials, and other product samples for evaluation as requested Preliminary space planning; developing detailed specification for workspace furniture for all approvals and order entry; reviewing and revising as necessary Order Entry Placing orders electronically Tracking orders Providing status reports Confirming ship dates Confirming product status Confirming install dates Pre-Install Field verification of critical dimensions Submitting installation plans for all floors Requesting written client sign-off prior to order placement Site preparation, including sending out certificate of insurance, reserving elevators, protecting existing walls, furniture, and decorated surfaces, etc. Delivery and Installation Receiving and inspecting all products as they are unloaded Reporting and addressing any delays, damages, or shortage immediately Providing daily progress reports to entire project team Overseeing and ensuring a thorough and complete installation of all products Cleaning, testing, and inspecting all product as assembled SECTION 8 –EXHIBIT A –RESPONSE FOR NATIONAL COOPERATIVE CONTRACT 3.2 Distribution, Logistics A. Describe the full line of Products and Services offered by Company. (continued) Post-Install Creating a punch list and resolving all deficiencies within agreed-upon time frame Signing off on any punch items Ordering warranty items, if needed; scheduling and completing service in a timely manner Conducting final walk-through and sign off Providing orientation/maintenance training and documentation for all product Providing ongoing maintenance and continued service of purchased product Providing ongoing updates on product enhancements and new offerings Value Add Services: Haworth offers a range of value-add services that allows customers to benefit facility and management expertise without having to divert focus from their own core competencies. This support can come directly from Haworth or through one of our strategic partners, including our dealers. Although many of these services are typically fee based, all can be negotiated based on project volume and contract scope. Others are included with the overall relationship. Programs for Supporting Facilities Operations Refurbishment/Decommissioning Maintenance Assessing Facilities Performance Planning Facilities Strategies Comprehensive Facility Management Solutions Assessing Facilities Performance Planning Facilities Strategies Managing Facilities Processes Supporting Facilities Programs for Assessing Facilities Performance Work Process Analysis Alternative Office Needs Assessment Ergonomic Audit Environmental Audit SECTION 8 –EXHIBIT A –RESPONSE FOR NATIONAL COOPERATIVE CONTRACT B. Describe how Company proposes to distribute the Products/Services nationwide. Include any states where Products and Services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas. Haworth products go to market via our national dealer network which provides local services to customers throughout the United States. With dealerships located in all states but Delaware,Maine,and Wyoming, Haworth provides products and services through its network of nearly 300 authorized and preferred dealers across the country. In North America, Haworth has established agreements (that are reviewed and negotiated annually) for transportation and delivery of Haworth product. Product delivery is coordinated by individual local dealers serving each Public Agency, and delivery is tracked by Haworth’s customer service team. Haworth also provides products and services to all US Territories and Outlying Areas and the process for distribution is the same as it is for the Continental US. C. Identify all other companies that will be involved in processing, handling or shipping the Products/Services to the end user. All processing and handling from the point of placing the order to loading product onto containers is done by either Haworth or the local dealership serving the particular Public Agency. The transportation of all Haworth products to dealer warehouses or direct to end users is handled via a network of contracted asset-based carriers across parcel, less-than- truckload, full truckload, and intermodal. To ensure product consistently reaches its destination on time and undamaged our Logistics team continuously evaluates transportation practices and monitors carrier performance to provide outstanding results. Although we do not publicly release the names of individual carrier companies, each servicing dealer has full access to transportation data and will track the status of shipments and report back to the Public Agency as required. D. Provide the number, size and location of Company’s distribution facilities, warehouses and retail network as applicable. In North America, all Haworth product is shipped from our 360,000 sq. ft. Distribution Center at Haworth’s headquarters in Holland, Michigan. Haworth is a Just-in-Time manufacturer, meaning all products are manufactured to customer orders. As we do not stock product or otherwise keep inventory on hand, the need for addition warehouse space is negligible, however, all of our Preferred dealers have access to warehouse spaces, either owned or contracted, and can provide warehouse services for customers across the country, if requested. Haworth does not operate any retail spaces; all products are sold and distributed through its dealer network. SECTION 8 –EXHIBIT A –RESPONSE FOR NATIONAL COOPERATIVE CONTRACT 3.3 Marketing and Sales A. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as Company’s primary go to market strategy for Public Agencies to Company’s teams nationwide, to include, but not limited to: i.Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days. ii.ii. Training and education of Company’s national sales force with participation from the Company’s executive leadership, along with the OMNIA Partners team within first 90 days. Haworth’s executive leadership team will announce this award through various Haworth communication channels within the first ten days of award. Communication channels include Dealer Connect (a monthly video presentation sent to Haworth’s 300-plus dealer network), various Haworth-specific Yammer groups (Haworth’s internal social media vehicle), and direct emails to Haworth’s nationwide sales management network. The award and company strategy in serving OMNIA Partners, will also be announced at various internal management meetings. Haworth’s regional field sales personnel will call on public agencies on regular intervals to provide program overviews and updates. Tony Mayone, Haworth’s Vice President, North American Business, is the executive sponsor of this contract, and has worked directly with Tim Hodges, the Sales and Marketing Program Manager dedicated to this contract, to develop training that enables our dealers to best serve the various agencies under the Master Agreement. Future training will be developed in collaboration with OMNIA Partners. In anticipation of transitioning service to OMNIA Partners, training to Haworth’s dealer network that previously serviced US Communities customers has already begun. Ongoing training will occur at dealer physical locations and through WebEx teleconference meetings and includes explanation of the transition process from current Lead Agency Fairfax County to the City of Charlotte as Lead Agency. To date, four nationwide dealer teleconferences have been conducted with over 150 Haworth dealer and Haworth salespeople attending these training events. In addition, numerous dealer training sessions have been conducted at dealer locations throughout the US. Our training strategy will continue if awarded this contract. SECTION 8 –EXHIBIT A –RESPONSE FOR NATIONAL COOPERATIVE CONTRACT B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Company, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to: i. Creation and distribution of a co-branded press release to trade publications. ii. Announcement, contract details and contact information published on the Supplier’s website within first 90 days. iii. Design, publication and distribution of co-branded marketing materials within first 90 days. iv. Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and Company-specific trade shows, conferences and meetings throughout the term of the Master Agreement. v. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Company. In addition, Company commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners. vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement. vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.). viii. Dedicated OMNIA Partners internet web-based homepage on Company’s website with: OMNIA Partners standard logo; Copy of original Request for Proposal; Copy of contract and amendments between Principal Procurement Agency and Company; Summary of Products and pricing; Marketing Materials; Electronic link to OMNIA Partners’ website including the online registration page; and A dedicated toll-free number and email address for OMNIA Partners. Tim Hodges, the Sales and Marketing Program Manager for the OMNIA Partners contract, will have primary responsibility for ensuring the promotion of the Master Agreement nationally. He will work closely with other departments at Haworth (Marketing, Public Relations, Field Sales, Dealer Development) to develop processes and marketing collateral to be made available to both existing Public Agency customers, as well as prospective ones. All marketing and promotion will be conducted within the terms and methods set forth in the RFP. SECTION 8 –EXHIBIT A –RESPONSE FOR NATIONAL COOPERATIVE CONTRACT B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies… (continued) Upon award, Haworth will work with the OMNIA Partners’ Cooperative Purchasing Program to develop a co-branded news release. Haworth will release it at a date and time agreed upon by all stakeholders (within the first 10 days of award). The announcement will be sent to various trade publications, posted on the Media Room at Haworth.com, and publicized via internal and external social media channels. Further, Haworth has several intranet website options that provide outstanding communication tools, and the award, along with all required contract details and contact information will be published on those sites on the day of the official contract award. Conference and trade show attendance and participation will be an important element of managing the project. Tim Hodges attended OMNIA Partners' national conference in July, and he will continue to ensure Haworth is actively participating in future national conferences and regional events, including the NIGP Annual Forum and NPI Conferences. Haworth will be further represented at regional events and trade shows throughout the year by Haworth field sales members and representatives of Haworth’s extensive dealer network that service and support local Public Agencies. Working in close collaboration with OMNIA Partners' marketing department, Haworth will begin development of co-branded marketing material within 2 weeks of contract award, with completion of all collateral within the first 90 days of award notification. Haworth has extensive experience in co-branding marketing materials for contracts, including government contracts. Given the potential sales associated with the City of Charlotte and other OMNIA Partners projects, these co-branded materials will be given high priority for completion and distribution. SECTION 8 –EXHIBIT A –RESPONSE FOR NATIONAL COOPERATIVE CONTRACT C. Describe how Company will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners. Include a list of current cooperative contracts (regional and national) Company holds and describe how the Master Agreement will be positioned among the other cooperative agreements. Haworth’s transition of existing Public Agency customers’ accounts from US Communities to the Master Agreement for OMNIA Partners has already been implemented and was completed in the spring of 2019. Tim Hodges, the Program Manager, is available to respond to any individual questions Public Agencies may have. As a just-in-time manufacturer with extensive manufacturing capacity, the need to prioritize one customer’s work against another is eliminated. Due to the anticipated volume of OMNIA Partners sales, however, we have resources in place to ensure OMNIA Partners' Master Agreement is executed with constant attention, and all orders are tracked at every stage from order entry through installation. Haworth will meet all delivery requirements, even for large volume projects occurring simultaneously in multiple locations. Our North American manufacturing plants utilize state of the art technology, and capacity exceeds $20 million per week. Our dedicated project team will have direct access to corporate specialists to help service and support your project, including product experts, engineers, and customer service representatives. Because we build everything to order (rather than the traditional forecasting and stocking that “fill rate” normally implies), our fill rate requirement is 100%. D. Acknowledge Company agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well. Haworth agrees to provide continued use of its logo to OMNIA Partners, within the terms as stated, throughout the term of the contract. E. Confirm Company will be proactive in direct sales of Company’s Products and Services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Company’s sales initiatives should communicate: i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency; ii. Best government pricing; iii. No cost to participate; and iv. Non-exclusive contract. Haworth agrees to continue to proactively support direct sales of its products and follow up on leads per the terms set forth in the RFP. SECTION 8 –EXHIBIT A –RESPONSE FOR NATIONAL COOPERATIVE CONTRACT F. Confirm Company will train its national sales force on the Master Agreement. At a minimum, sales training should include: i. Key features of Master Agreement; ii. Working knowledge of the solicitation process; iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners; and iv. Knowledge of benefits of the use of cooperative contracts. Haworth confirms it will provide training to field sales members on the Master Agreement per the terms set forth in the RFP. G. Provide the name, title, email and phone number for the person(s), who will be responsible for: i. Executive Support; ii. Marketing; iii. Sales; iv. Sales Support; v. Financial Reporting; vi. Accounts Payable; and vii. Contracts. Executive Support Tony Mayone, Vice President N.A. Business Segments –Federal Government, Education, Healthcare 703-863-2520 (cell) Marketing, Sales, Sales Support Tim Hodges, Sales and Marketing Program Manager –OMNIA Partners 616-834-1994 (cell) Financial Reporting, Contracts, Accounts Payable Dan Vredevoogd, Contract Analyst II 616-879-5828 (cell); 616-393-3812 (desk) SECTION 8 –EXHIBIT A –RESPONSE FOR NATIONAL COOPERATIVE CONTRACT H. Describe in detail how Company’s national sales force is structured, including contact information for the highest-level executive in charge of the sales team. Haworth’s highest executive overseeing company sales is Todd James, Vice President Global Sales. I. Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the national program. Haworth’s field sales personnel will call on participating Public Agencies on regular intervals to provide program overviews and updates. They will also reach out to non- participating agencies and provide information on the Master Agreement and the benefits of participation. In addition, Haworth will participate in any conference where sellers can support the value we bring, such as the NIGP Annual Forum, or any other regional seminars or conferences for procurement professionals. J. Explain in detail how Company will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account set-up, timely contract administration, etc. Tim Hodges, (Haworth’s dedicated Sales and Marketing Program Manager for the OMNIA Partners account) has nearly two decades of project management experience, more than five of which have been managing large accounts at Haworth, including US Communities. OMNIA Partners will benefit from our long-term experience (18+ years) working with the US Communities account as there is an existing substructure in place to manage the Master Agreement. Although it will be modified to meet the specific needs and requirements of OMNIA Partners, there is already a process in place to coordinate marketing and sales efforts. Tim works alongside a team of other Haworth professionals who assist in marketing, administer the contract, set up new participating public agencies, and report monthly to OMNIA Partners. He will continue to provide ongoing dealer training (either live or via teleconference communication tools) to ensure the entire team is well-positioned to implement the contract to its fullest potential. SECTION 8 –EXHIBIT A –RESPONSE FOR NATIONAL COOPERATIVE CONTRACT K. State the amount of Company’s Public Agency sales for the previous fiscal year. Provide a list of Company’s top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each. Sales with US Communities agencies in 2018 were $56.7 million. Top 10 customers and their total purchases that year: City of Long Beach (CA)$3,412,843 County of Riverside (CA $2,508,382 Tulare County Purchasing (CA)$1,691,322 County of Los Angeles (CA)$1,650,658 University of Southern California (CA)$1,271,159 Clark County Real Property Management (NV)$1,122,810 Stanislaus County (CA)$ 947,819 Foundation for Cal Community College (CA)$ 908,224 Palomar Community College (CA)$ 842,864 City of Durham Police HQ (NC)$ 817,006 L. Describe Company’s information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions. Customer orders are validated in Lynx, Haworth’s proprietary web-based order system. This SAP based e-procurement tool has the ability to interface with many different procurement systems used by our clients, including Ariba, Coupa, and others. Lynx communicates with dealers throughout every aspect of the order, enhancing transparency to our customers. Dealers have visibility when orders are acknowledged, so they can see delivery dates, review reports, track shipments, see carrier information, and obtain Bill of Lading. Billing is based on contractual discounts, and invoicing is generated systematically, ensuring 100% accuracy. Haworth invoices upon shipment. Electronic, emailed, or faxed invoices are linked the Bill of Lading and are sent the morning after orders have shipped. M. Provide the Contract Sales (as defined in Section 10 of the National Intergovernmental Purchasing Alliance Company Administration Agreement) that Company will guarantee each year under the Master Agreement for the initial three years of the Master Agreement (“Guaranteed Contract Sales”). $___n/a____.00 in year one $___n/a____.00 in year two $___n/a____.00 in year three To the extent Company guarantees minimum Contract Sales, the administration fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales. SECTION 8 –EXHIBIT A –RESPONSE FOR NATIONAL COOPERATIVE CONTRACT N. Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement. i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners). ii. If competitive conditions require pricing lower than the standard Master Agreement not-to- exceed pricing, Company may respond with lower pricing through the Master Agreement. If Company is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners under the Master Agreement. iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to OMNIA Partners). iv. If alternative or multiple proposals are permitted, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal. Detail Company’s strategies under these options when responding to a solicitation. Haworth acknowledges compliance with the above-stated options in cases where Public Agencies may submit their own solicitations. Section 8 OMNIA Partners Requirements - Exhibit FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES JUNE 19, 2019 RFP# 269-2019-105 63 OMNIA PARTNERS EXHIBITS EXHIBIT B - ADMINISTRATION AGREEMENT, EXAMPLE NIA P A R T N R S ADMINISTRATION AGREEMENT THIS ADMINISTRATION AGREEMENT (this "Agreement") is made this _ day of 20_, between National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector ("OMNIA Partners, Public Sector"), and ("Supplier"). RECITALS WHEREAS, the (the "Principal Procurement Agency") has entered into a Master Agreement effective Agreement No , by and between the Principal Procurement Agency and Supplier, (as may be amended from time to time in accordance with the terms thereof, the "Master Agreement"), as attached hereto as Exhibit A and incorporated herein by reference as though fully set forth herein, for the purchase of (the "Product"); WHEREAS, said Master Agreement provides that any or all public agencies, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (collectively, "Public Agencies"), that register (either via registration on the OMNIA Partners, Public Sector website or execution of a Master Intergovernmental Cooperative Purchasing Agreement, attached hereto as Exhibit B) (each, hereinafter referred to as a "Participating Public Agency") may purchase Product at prices stated in the Master Agreement; WHEREAS, Participating Public Agencies may access the Master Agreement which is offered through OMNIA Partners, Public Sector to Public Agencies; WHEREAS, OMNIA Partners, Public Sector serves as the contract administrator of the Master Agreement on behalf of Principal Procurement Agency; WHEREAS, Principal Procurement Agency desires OMNIA Partners, Public Sector to proceed with administration of the Master Agreement; and WHEREAS, OMNIA Partners, Public Sector and Supplier desire to enter into this Agreement to make available the Master Agreement to Participating Public Agencies and to set forth certain terms and conditions governing the relationship between OMNIA Partners, Public Sector and Supplier. NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, OMNIA Partners, Public Sector and Supplier hereby agree as follows: Section 8 OMNIA Partners Requirements - Exhibit FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES JUNE 19, 2019 RFP# 269-2019-105 64 DEFINITIONS 1. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Master Agreement. TERMS AND CONDITIONS 2. The Master Agreement and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. Supplier acknowledges and agrees that the covenants and agreements of Supplier set forth in the solicitation and Supplier's response thereto resulting in the Master Agreement are incorporated herein and are an integral part hereof. 3. OMNIA Partners, Public Sector shall be afforded all of the rights, privileges and indemnifications afforded to Principal Procurement Agency by or from Supplier under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to OMNIA Partners, Public Sector, its agents, employees, directors, and representatives under this Agreement including, but not limited to, Supplier's obligation to obtain appropriate insurance. 4. OMNIA Partners, Public Sector shall perform all of its duties, responsibilities and obligations as contract administrator of the Master Agreement on behalf of Principal Procurement Agency as set forth herein, and Supplier hereby acknowledges and agrees that all duties, responsibilities and obligations will be undertaken by OMNIA Partners, Public Sector solely in its capacity as the contract administrator under the Master Agreement. 5. With respect to any purchases by Principal Procurement Agency or any Participating Public Agency pursuant to the Master Agreement, OMNIA Partners, Public Sector shall not be: (i) construed as a dealer, re-marketer, representative, partner or agent of any type of the Supplier, Principal Procurement Agency or any Participating Public Agency; (ii) obligated, liable or responsible for any order for Product made by Principal Procurement Agency or any Participating Public Agency or any employee thereof under the Master Agreement or for any payment required to be made with respect to such order for Product; and (iii) obligated, liable or responsible for any failure by Principal Procurement Agency or any Participating Public Agency to comply with procedures or requirements of applicable law or the Master Agreement or to obtain the due authorization and approval necessary to purchase under the Master Agreement. OMNIA Partners, Public Sector makes no representation or guaranty with respect to any minimum purchases by Principal Procurement Agency or any Participating Public Agency or any employee thereof under this Agreement or the Master Agreement. 6. OMNIA Partners, Public Sector shall not be responsible for Supplier's performance under the Master Agreement, and Supplier shall hold OMNIA Partners, Public Sector harmless from any liability that may arise from the acts or omissions of Supplier in connection with the Master Agreement. 7. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OMNIA PAR1NERS, PUBLIC SECTOR EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING OMNIA PAR1NERS, PUBLIC SECTOR' PERFORMANCE AS A CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT. NEITHER OMNIA PAR1NERS, PUBLIC SECTOR NOR SUPPLIER SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF OMNIA PAR1NERS, PUBLIC SECTOR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES . Section 8 OMNIA Partners Requirements - Exhibit FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES JUNE 19, 2019 RFP# 269-2019-105 65 TERM OF AGREEMENT; TERMINATION 8. This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the provisions of Sections 3 - 8 and 12 - 23, hereof and the indemnifications afforded by the Supplier to OMNIA Partners, Public Sector in the Master Agreement, to the extent such provisions survive any expiration or termination of the Master Agreement, shall survive the expiration or termination of this Agreement. 9. Supplier's failure to maintain its covenants and commitments contained in this Agreement or any action of the Supplier which gives rise to a right by Principal Procurement Agency to terminate the Master Agreement shall constitute a material breach of this Agreement. If such breach is not cured within thirty (30) days of written notice to Supplier, in addition to any and all remedies available at law or equity, OMNIA Partners, Public Sector shall have the right to terminate this Agreement, at OMNIA Partners, Public Sector' sole discretion. Notwithstanding anything contained herein to the contrary, this Agreement shall terminate on the date of the termination or expiration of the Master Agreement. NATIONAL PROMOTION 10. OMNIA Partners, Public Sector and Supplier shall publicize and promote the availability of the Master Agreement's products and services to Public Agencies and such agencies' employees. Supplier shall require each Public Agency to register its participation in the OMNIA Partners, Public Sector program by either registering on the OMNIA Partners, Public Sector website (www.omniapartners .com/publicsector ), or executing a Master Intergovernmental Cooperative Purchasing Agreement prior to processing the Participating Public Agency's first sales order. Upon request, Supplier shall make available to interested Public Agencies a copy of the Master Agreement and such price lists or quotes as may be necessary for such Public Agencies to evaluate potential purchases. 11. Supplier shall provide such marketing and administrative support as set forth in the solicitation resulting in the Master Agreement, including assisting in development of marketing materials as reasonably requested by Principal Procurement Agency and OMNIA Partners, Public Sector. Supplier shall be responsible for obtaining permission or license of use and payment of any license fees for all content and images Supplier provides to OMNIA Partners, Public Sector or posts on the OMNIA Partners, Public Sector website. Supplier shall indemnify, defend and hold harmless OMNIA Partners, Public Sector for use of all such content and images including copyright infringement claims. Supplier and OMNIA Partners, Public Sector each hereby grant to the other party a limited, revocable, non-transferable, non-sublicensable right to use such party's logo (each, the "Logo") solely for use in marketing the Master Agreement. Each party shall provide the other party with the standard terms of use of such party's Logo, and such party shall comply with such terms in all material respects. Both parties shall obtain approval from the other party prior to use of such party's Logo. Notwithstanding the foregoing, the parties understand and agree that except as provided herein neither party shall have any right, title or interest in the other party's Logo. Upon termination of this Agreement, each party shall immediately cease use of the other party's Logo. ADMINISTRATIVE FEE, REPORTING & PAYMENT 12. An "Administrative Fee" shall be defined and due to OMNIA Partners, Public Sector from Supplier in the amount of three two percent (32%) ("Administrative Fee Percentage") multiplied by the total purchase amount paid to Supplier, less refunds, credits on returns, rebates and discounts, for the sale of products and/or services to Principal Procurement Agency and Participating Public Agencies pursuant to the Master Agreement (as amended from time to time and including any renewal thereof) ("Contract Sales"). From time to time the parties may mutually agree in writing to a lower Administrative Fee Percentage for a specifically identified Participating Public Agency's Contract Sales. Commented [JL1]: Based upon prior agreement with US Communities being 2%, Haworth believes 2% is competitive. Haworth remains open to discussing the fee upon award. Section 8 OMNIA Partners Requirements - Exhibit FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES JUNE 19, 2019 RFP# 269-2019-105 66 13. Supplier shall provide OMNIA Partners, Public Sector with an electronic accounting report monthly, in the format prescribed by OMNIA Partners, Public Sector, summarizing all Contract Sales for each calendar month. The Contract Sales reporting format is provided as Exhibit C ("Contract Sales Report"), attached hereto and incorporated herein by reference. Contract Sales Reports for each calendar month shall be provided by Supplier to OMNIA Partners, Public Sector by the 10th day of the following month. Failure to provide a Contract Sales Report within the time and manner specified herein shall constitute a material breach of 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 Principal Procurement Agency's sole discretion, and/or this Agreement, at OMNIA Partners, Public Sector' sole discretion. 14. Administrative Fee payments are to be paid by Supplier to OMNIA Partners, Public Sector at the frequency and on the due date stated in Section 13, above, for Supplier's submission of corresponding Contract Sales Reports. Administrative Fee payments are to be made via Automated Clearing House (ACH) to the OMNIA Partners, Public Sector designated financial institution identified in Exhibit D. Failure to provide a payment of the Administrative Fee within the time and manner specified herein shall constitute a material breach of 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 Principal Procurement Agency's sole discretion, and/or this Agreement, at OMNIA Partners, Public Sector' sole discretion. All Administrative Fees not paid when due shall bear interest at a rate equal to the lesser of one and one-half percent (1 1/2%) per month or the maximum rate permitted by law until paid in full. 15. Supplier shall maintain an accounting of all purchases made by Participating Public Agencies under the Master Agreement. OMNIA Partners, Public Sector, or its designee, in OMNIA Partners, Public Sector' sole discretion, reserves the right to compare Participating Public Agency records with Contract Sales Reports submitted by Supplier for a period of four (4) years from the date OMNIA Partners, Public Sector receives such report. In addition, OMNIA Partners, Public Sector may engage a third party to conduct an independent audit of Supplier's monthly reports. In the event of such an audit, Supplier shall provide all materials reasonably requested relating to such audit by OMNIA Partners, Public Sector at the location designated by OMNIA Partners, Public Sector. In the event an underreporting of Contract Sales and a resulting underpayment of Administrative Fees is revealed, OMNIA Partners, Public Sector will notify the Supplier in writing. Supplier will have thirty (30) days from the date of such notice to resolve the discrepancy to OMNIA Partners, Public Sector' reasonable satisfaction, including payment of any Administrative Fees due and owing, together with interest thereon in accordance with Section 13, and reimbursement of OMNIA Partners, Public Sector' costs and expenses related to such audit, but only if such audit revealed an underpayment of Administrative Fees exceeding $25,000.00. GENERAL PROVISIONS 16. This Agreement, the Master Agreement and the exhibits referenced herein supersede any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereto and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained or incorporated herein shall be valid or binding. In the event of any conflict between the provisions of this Agreement and the Master Agreement, as between OMNIA Partners, Public Sector and Supplier, the provisions of this Agreement shall prevail. 17. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement or to recover any Administrative Fee and accrued interest, the prevailing party shall be entitled to reasonable attorney's fees and costs in addition to any other relief to which it may be entitled. 18. This Agreement and OMNIA Partners, Public Sector' rights and obligations hereunder may be assigned at OMNIA Partners, Public Sector' sole discretion to an affiliate of OMNIA Partners, Public Sector, any purchaser of any or all or substantially all of the assets of OMNIA Partners, Public Sector, or the successor entity as a result of a merger, reorganization, consolidation, conversion or change of control, whether Section 8 OMNIA Partners Requirements - Exhibit FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES JUNE 19, 2019 RFP# 269-2019-105 67 by operation of law or otherwise. Supplier may not assign its obligations hereunder without the prior written consent of OMNIA Partners, Public Sector. 19. All written communications given hereunder shall be delivered by first-class mail, postage prepaid, or overnight delivery on receipt to the addresses as set forth below. A. OMNIA Partners, Public Sector: OMNIA Partners, Public Sector Attn: President 840 Crescent Centre Drive Suite 600 Franklin, TN 37067 B. Supplier: 20. If any provision of this Agreement shall be deemed to be, or shall in fact 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, and this Agreement will be construed by limiting or invalidating such provision to the minimum extent necessary to make such provision valid, legal and enforceable . 21. This Agreement may not be amended, changed, modified, or altered without the prior written consent of the parties hereto, and no provision of this Agreement may be discharged or waived, except by a writing signed by the parties . A waiver of any particular provision will not be deemed a waiver of any other provision, nor will a waiver given on one occasion be deemed to apply to any other occasion. 22. This Agreement shall inure to the benefit of and shall be binding upon OMNIA Partners, Public Sector, the Supplier and any respective successor and assign thereto; subject, however, to the limitations contained herein. 23. This Agreement will be construed under and governed by the laws of the State of Delaware, excluding its conflicts of law provisions and any action arising out of or related to this Agreement shall be commenced solely and exclusively in the state or federal courts in Williamson County Tennessee. 24. This Agreement may be executed in counterparts, each of which is an original but all of which, together, shall constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile, or by .pdf or similar electronic transmission, will constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile, or by .pdf or similar electronic transmission, will be deemed to be their original signatures for any purpose whatsoever. Section 8 OMNIA Partners Requirements - Exhibit FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES JUNE 19, 2019 RFP# 269-2019-105 68 [INSERT SUPPLIER ENTITY NAME] OMNIA PARTNERS, PUBLIC SECTOR Signature Signature Sarah Vavra Name Name Sr. Vice President, Public Sector Contracting Title Title Date Date Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DOC #4 C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Public Agency Instructions This page provides guidance to public agencies entering into contracts with business entities that are required to file Political Contribution Disclosure forms with the agency. It is not intended to be provided to contractors. What follows are instructions on the use of form local units can provide to contractors that are required to disclose political contributions pursuant to N.J.S.A. 19:44A-20.26 (P.L. 2005, c. 271, s.2). Additional information on the process is available in Local Finance Notice 2006-1 (http://www.nj.gov/dca/divisions/dlgs/resources/lfns_2006.html). Please refer back to these instructions for the appropriate links, as the Local Finance Notices include links that are no longer operational. 1. The disclosure is required for all contracts in excess of $17,500 that are not awarded pursuant to a “fair and open” process (N.J.S.A. 19:44A-20.7). 2. Due to the potential length of some contractor submissions, the public agency should consider allowing data to be submitted in electronic form (i.e., spreadsheet, pdf file, etc.). Submissions must be kept with the contract documents or in an appropriate computer file and be available for public access. The form is worded to accept this alternate submission. The text should be amended if electronic submission will not be allowed. 3. The submission must be received from the contractor and on file at least 10 days prior to award of the contract. Resolutions of award should reflect that the disclosure has been received and is on file. 4. The contractor must disclose contributions made to candidate and party committees covering a wide range of public agencies, including all public agencies that have elected officials in the county of the public agency, state legislative positions, and various state entities. The Division of Local Government Services recommends that contractors be provided a list of the affected agencies. This will assist contractors in determining the campaign and political committees of the officials and candidates affected by the disclosure. a. The Division has prepared model disclosure forms for each county. They can be downloaded from the “County PCD Forms” link on the Pay-to-Play web site at http://www.nj.gov/dca/divisions/dlgs/programs/lpcl.html#12. They will be updated from time-to-time as necessary. b. A public agency using these forms should edit them to properly reflect the correct legislative district(s). As the forms are county-based, they list all legislative districts in each county. Districts that do not represent the public agency should be removed from the lists. c. Some contractors may find it easier to provide a single list that covers all contributions, regardless of the county. These submissions are appropriate and should be accepted. d. The form may be used “as-is”, subject to edits as described herein. e. The “Contractor Instructions” sheet is intended to be provided with the form. It is recommended that the Instructions and the form be printed on the same piece of paper. The form notes that the Instructions are printed on the back of the form; where that is not the case, the text should be edited accordingly. f. The form is a Word document and can be edited to meet local needs, and posted for download on web sites, used as an e-mail attachment, or provided as a printed document. 5. It is recommended that the contractor also complete a “Stockholder Disclosure Certification.” This will assist the local unit in its obligation to ensure that contractor did not make any prohibited contributions to the committees listed on the Business Entity Disclosure Certification in the 12 months prior to the contract (See Local Finance Notice 2006-7 for additional information on this obligation at http://www.nj.gov/dca/divisions/dlgs/resources/lfns_2006.html). A sample Certification form is part of this package and the instruction to complete it is included in the Contractor Instructions. NOTE: This section is not applicable to Boards of Education. 85 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DOC #4, continued C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Contractor Instructions Business entities (contractors) receiving contracts from a public agency that are NOT awarded pursuant to a “fair and open” process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, c. 271, s.2 (N.J.S.A. 19:44A-20.26). This law provides that 10 days prior to the award of such a contract, the contractor shall disclose contributions to:  any State, county, or municipal committee of a political party  any legislative leadership committee*  any continuing political committee (a.k.a., political action committee)  any candidate committee of a candidate for, or holder of, an elective office: o of the public entity awarding the contract o of that county in which that public entity is located o of another public entity within that county o or of a legislative district in which that public entity is located or, when the public entity is a county, of any legislative district which includes all or part of the county The disclosure must list reportable contributions to any of the committees that exceed $300 per election cycle that were made during the 12 months prior to award of the contract. See N.J.S.A. 19:44A-8 and 19:44A-16 for more details on reportable contributions. N.J.S.A. 19:44A-20.26 itemizes the parties from whom contributions must be disclosed when a business entity is not a natural person. This includes the following:  individuals with an “interest” ownership or control of more than 10% of the profits or assets of a business entity or 10% of the stock in the case of a business entity that is a corporation for profit  all principals, partners, officers, or directors of the business entity or their spouses  any subsidiaries directly or indirectly controlled by the business entity  IRS Code Section 527 New Jersey based organizations, directly or indirectly controlled by the business entity and filing as continuing political committees, (PACs). When the business entity is a natural person, “a contribution by that person’s spouse or child, residing therewith, shall be deemed to be a contribution by the business entity.” [N.J.S.A. 19:44A-20.26(b)] The contributor must be listed on the disclosure. Any business entity that fails to comply with the disclosure provisions shall be subject to a fine imposed by ELEC in an amount to be determined by the Commission which may be based upon the amount that the business entity failed to report. The enclosed list of agencies is provided to assist the contractor in identifying those public agencies whose elected official and/or candidate campaign committees are affected by the disclosure requirement. It is the contractor’s responsibility to identify the specific committees to which contributions may have been made and need to be disclosed. The disclosed information may exceed the minimum requirement. The enclosed form, a content-consistent facsimile, or an electronic data file containing the required details (along with a signed cover sheet) may be used as the contractor’s submission and is disclosable to the public under the Open Public Records Act. The contractor must also complete the attached Stockholder Disclosure Certification. This will assist the agency in meeting its obligations under the law. NOTE: This section does not apply to Board of Education contracts. 86 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019  DOC #4, continued LIST OF AGENCIES WITH ELECTED OFFICIALS REQUIRED FOR POLITICAL CONTRIBUTION DISCLOSURE N.J.S.A. 19:44A-20.26 County Name: State: Governor, and Legislative Leadership Committees Legislative District #s: State Senator and two members of the General Assembly per district. County: Freeholders County Clerk Sheriff {County Executive} Surrogate Municipalities (Mayor and members of governing body, regardless of title): USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD FROM THE PAY TO PLAY SECTION OF THE DLGS WEBSITE A COUNTY-BASED, CUSTOMIZABLE FORM. 88 Exceptions to the Remainder of the RFP Contract Exceptions OMNIA Partners contract: Exceptions have been made in Items 7, 12, and 15 City of Charlotte contract: Exceptions have been made on pages 102 -126 Sample Project Exceptions Sample Project A-Conference Room “Slab legs” were requested, we used standard Planes column base Sample Project C-Private Office Credenza was requested at 66”w, ours is 67” to keep as many pieces standard as possible Sample Project D-6’ x 7’ Workstations Height adjustable table was requested at 30”d x 72”w, our standard is 29”d x 70”w Sample Project E-Large Collaboration Space 42”H table was requested, our standard is 40” H Panel base support was requested, we used standard disc base Sample Project F-Lounge Seating Area Table was requested 18-19”H, our standard is 20”h Note regarding submission of required financial information: As a private company, Haworth does not publicly share its financial information, however, we understand OMNIA Partners’ need to verify the financial strength of its business partner, and we will agree to provide all required information, if requested, under a confidentiality agreement which is mutually acceptable to both parties. We would be happy to provide OMNIA Partners with a Letter of Financial Strength, signed by our Vice President of Finance, and remain open to further private discussion in regards to our finances. CONTRACT #: 2020000622 VENDOR #: 308726 STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG AGREEMENT TO PROVIDE FURNITURE, INSTALLATION, AND RELATED PRODUCTS AND SERVICES THIS PROFESSIONAL SERVICES CONTRACT (the “Contract”) is made and entered into as of this 1st day of January 2020 (the “Effective Date”), by and between Herman Miller, Inc., a corporation doing business in North Carolina (the "Company"), and the City of Charlotte, a North Carolina municipal corporation (the "City"). RECITALS WHEREAS, the City issued a Request For Proposals (RFP # 269-2019-105) for Furniture, Installation, and Related Products and Services dated June 19, 2019. This Request for Proposals together with all attachments and addenda, is referred to herein as the “RFP”; and WHEREAS, the City desires that the Company provide certain Furniture, Installation, and Related Products and Services (“Products”) and (“Services”), and the Company desires to provide such Products/Services; and WHEREAS, the City and the Company have negotiated and agreed regarding the above-referenced Services and desire to reduce the terms and conditions of their agreement to this written form. WHEREAS, the City on behalf of itself and any other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, nonprofit entities, and agencies for public benefit that elect to access the Contract (a “Participating Public Agency”), competitively solicited and awarded the Contract to the Company. The City has designated OMNIA Partners as the administrative and marketing conduit for the distribution of the Contract to Participating Public Agencies. The City is acting as the “Principal Procurement Agent” for the Participating Public Agencies, and shall not be liable or responsible for any costs, damages, liability or other obligations incurred by the Participating Public Agencies. The Company (including its subsidiaries and distributors) shall deal directly with each Participating Public Agency concerning the placement of orders, issuance of purchase orders, contractual disputes, invoicing, payment and all other matters relating or referring to such Participating Public Agency’s access to the Contract. Each Participating Public Agency enters into a Master Intergovernmental Cooperative Purchasing Agreement (MICPA) outlining the terms and conditions that allow access to the Principle Procurement Agencies’ Contract. 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. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in further consideration of the covenants and representations contained herein, the parties agree as follows: CONTRACT 1.EXHIBITS. The Exhibits below are hereby incorporated into and made a part of this Contract. With the exception of Exhibit D (Federal Contract Terms and Conditions), any conflict between language in an Exhibit or Appendix to this Contract and the main body of this Contract shall be resolved in favor of the main body of this Contract and any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below. Notwithstanding anything contained in this Contract or any Exhibit to the contrary, in the event of a conflict between the language of Exhibit D and the main body 1 CONTRACT #: 2020000622 VENDOR #: 308726 of this Contract or any other Exhibit to this Contract, the language of Exhibit D shall prevail. Each reference to Herman Miller, Inc. in the Exhibits and Appendices shall be deemed to mean the Company. EXHIBIT A: PRICING SHEET EXHIBIT B: SCOPE OF WORK EXHIBIT C: PROPOSAL RESPONSE FORMS EXHIBIT D: FEDERAL CONTRACT TERMS AND CONDITIONS 2. DEFINITIONS. This section may include, but not be limited to, terms defined in Section 2 of the RFP. 3. DESCRIPTION OF PRODUCTS AND SERVICES. 3.1. The Company shall be responsible for providing the Products and Services described in Exhibit B attached to this Contract and incorporated herein by reference. Without limiting the foregoing, the Company will perform the Services and meet the requirements as set forth in Exhibit B. However, the Company shall not be responsible for tasks specifically assigned to the City in this Contract or in Exhibit B. 3.2. The Company shall perform the Services on site at the City’s facility in Charlotte, North Carolina, except as mutually agreed upon in writing in specific instances by the City. 4. COMPENSATION. 4.1. TOTAL FEES AND CHARGES. The City agrees to pay the Company a fixed price (the “Purchase Price”) as full and complete consideration for the satisfactory performance of all the requirements of this Contract. This amount constitutes the maximum total fees and charges payable to the Company under this Contract including Expenses and will not be increased except by a written instrument duly executed by both parties, which expressly states that it amends this Section of the Contract. 4.2. NO EXPENSES CHARGEABLE. The Company shall not be entitled to charge the City for any travel, mileage, meals, materials or other costs or expenses associated with this Contract. 4.3. EMPLOYMENT TAXES AND EMPLOYEE BENEFITS. The Company represents and warrants that the employees provided by the Company to perform the Services are actual employees of the Company, and that the Company shall be responsible for providing all salary and other applicable benefits to each Company employee. The Company further represents, warrants and covenants that it will pay all withholding tax, social security, Medicare, unemployment tax, worker’s compensation and other payments and deductions that are required by law for each Company employee. The Company agrees that the Company employees are not employees of the City. 4.4. INVOICES. Each invoice sent by the Company shall detail all Services performed and delivered which are necessary to entitle the Company to the requested payment under the terms of this Contract. All invoices must include an invoice number and the City purchase order number for purchases made under this Contract. Purchase order numbers will be provided by the City. Invoices must be submitted with lines matching those on the City-provided purchase order. The Company shall email all invoices to cocap@charlottenc.gov. 4.5. DUE DATE OF INVOICES. Payment of invoices shall be due within thirty (30) days after receipt of an accurate, undisputed properly submitted invoice by the City. 4.6. PRE-CONTRACT COSTS. The City shall not be charged for any Products/Services or other work performed by the Company prior to the Effective Date of this Contract. 4.7. AUDIT. During the term of this Contract and for a period of one (1) year after termination of 2 CONTRACT #: 2020000622 VENDOR #: 308726 this Contract, the City shall have the right to audit, either itself or through an independent auditor, all books and records and facilities of the Company necessary to evaluate Company’s compliance with the terms and conditions of this Contract or the City’s payment obligations. The City shall pay its own expenses, relating to such audits, but shall not have to pay any expenses or additional costs of the Company. However, if non-compliance is found that would have cost the City in excess of $10,000 but for the audit, then the Company shall be required to reimburse the City for the cost of the audit. 5. TIME IS OF THE ESSENCE. The Company shall meet all performance schedules in accordance with the milestones and any delivery date or any other agreed timetable as set forth in this Contract. In the event of delay in the performance of the Agreement, the Parties shall mutually agree on the new timelines for the completion of timetable in accordance with the terms of this Contract. 6. NON-APPROPRIATION OF FUNDS. If the Charlotte City Council does not appropriate the funding needed by the City to make payments under this Contract for any given fiscal year, the City will not be obligated to pay amounts due beyond the end of the last fiscal year for which funds were appropriated. In such event, the City will promptly notify the Company of the non- appropriation and this Contract will be terminated at the end of the fiscal year for which the funds were appropriated. No act or omission by the City, which is attributable to non-appropriation of funds shall constitute a breach of or default under this Contract. City shall pay all costs due to Company for work completed in the fiscal year for which the funds were appropriated. 7. COMPANY PROJECT MANAGER. The duties of the Company Project Manager include, but are not limited to: 7.1. Coordination of Project schedules and the Company’s resource assignment based upon the City’s requirements and schedule constraints; 7.2. Management of the overall Project by monitoring and reporting on the status of the Project and actual versus projected progress, and by consulting with the City’s Project Manager when deviations occur and by documenting all such deviations in accordance with agreed upon change control procedures; 7.3. Provision of consultation and advice to the City on matters related to Project implementation strategies, key decisions and approaches, and Project operational concerns/issues and acting as a conduit to the Company’s specialist resources that may be needed to supplement the Company’s normal implementation staff; 7.4. Acting as the Company’s point of contact for all aspects of contract administration, including invoicing for Products/Services, and status reporting; 7.5. Facilitation of review meetings and conferences between the City and the Company’s executives when scheduled or requested by the City; 7.6. Communication among and between the City and the Company’s staff; 7.7. Promptly responding to the City Project Manager when consulted in writing or by E-mail with respect to Project deviations and necessary documentation; 7.8. Identifying and providing the City with timely written notice of all issues that may threaten the Company’s Products/Services in the manner contemplated by the Contract (with “timely” meaning immediately after the Company becomes aware of them); 7.9. Ensuring that adequate quality assurance procedures are in place throughout the Contract; and 7.10. Meeting with other service providers working on City projects that relate to this effort as necessary to resolve problems and coordinate the Products/Services. 3 CONTRACT #: 2020000622 VENDOR #: 308726 8. CITY PROJECT MANAGER. The duties of the City Project Manager are to (i) ensure that the Company delivers all requirements and specifications in the Contract; (ii) coordinate the City’s resource assignment as required to fulfill the City’s obligations pursuant to the Contract; (iii) promptly respond to the Company Project Manager when consulted in writing or by E-mail with respect to project issues; and (iv) act as the City’s point of contact for all aspects of the Products/Services including contract administration and coordination of communication with the City’s staff. The City shall be allowed to change staffing for the City Project Manager position on one (1) business day’s notice to the Company. 9. DUTY OF COMPANY TO IDENTIFY AND REQUEST INFORMATION, PERSONNEL AND FACILITIES. The Company shall identify and request in writing from the City in a timely manner: (i) all information reasonably required by the Company to perform each task comprising the Services, (ii) the City’s personnel whose presence or assistance reasonably may be required by the Company to perform each task comprising the Services, and (iii) any other equipment, facility or resource reasonably required by the Company to perform the Services. Notwithstanding the foregoing, the Company shall not be entitled to request that the City provide information, personnel or facilities other than those that Exhibit B specifically requires the City to provide, unless the City can do so at no significant cost. The Company shall not be relieved of any failure to perform under this Contract by virtue of the City’s failure to provide any information, personnel, equipment, facilities or resources: (i) that the Company failed to identify and request in writing from the City pursuant to this Section; or (ii) that the City is not required to provide pursuant to this Contract. In the event the City fails to provide any information, personnel, facility or resource that it is required to provide under this Section, the Company shall notify the City in writing immediately in accordance with the notice provision of this Contract. Failure to do so shall constitute a waiver by Company of any claim or defense it may otherwise have based on the City’s failure to provide such information, personnel, facility or resource. 10. COMPANY PERSONNEL REMOVAL, REPLACEMENT, PROMOTION, ETC. 10.1. The City will have the right to require the removal and replacement of any personnel of the Company or the Company’s subcontractors who are assigned to provide Products/Services to the City based on experience, qualifications, performance, conduct, compatibility, and violation of City policy or any other reasonable grounds. The addition or promotion of any personnel to key positions within the Project must be approved by the City in writing. The Company will replace any personnel that leave the Project, with persons having at least equivalent qualifications who are approved by the City in writing. As used in this Contract, the “personnel” includes all staff provided by the Company or its subcontractors. 11. BACKGROUND CHECKS. Prior to starting work under this Contract, the Company is required to conduct a background check on each Company employee assigned to work under this Contract, and shall require its subcontractors (if any) to perform a background check on each of their employees assigned to work under this Contract (collectively, the “Background Checks”). Each Background Check must include: (i) the person’s criminal conviction record from the states and counties where the person lives or has lived in the past seven (7) years; and (ii) a reference check. After starting work under this Contract, the Company is required to perform a Background Check for each new Company employee assigned to work under this Contract during that year, and shall require its subcontractors (if any) to do the same for each of their employees. If the Company undertakes a new project under this Contract, then prior to commencing performance of the project the Company shall perform a Background Check for each Company employee assigned to work on the project, and shall require its subcontractors (if any) to do the same for each of their employees. If a person’s duties under this Contract fall within the categories described below, the Background Checks that the Company will be required to perform (and to have its subcontractors perform) shall also include the following additional investigation: 4 CONTRACT #: 2020000622 VENDOR #: 308726  If the job duties require driving: A motor vehicle records check.  If the job duties include responsibility for initiating or affecting financial transactions: A credit history check.  If job duties include entering a private household or interaction with children: A sexual offender registry check. The Company must follow all State and Federal laws when conducting Background Checks, including but not limited to the Fair Credit Reporting Act requirements, and shall require its subcontractors to do the same. The Company shall notify the City of any information discovered in the Background Checks that may be of potential concern for any reason. The City may conduct its own background checks on principals of the Company as the City deems appropriate. By operation of the public records law, background checks conducted by the City are subject to public review upon request. 12. ACCEPTANCE OF TASKS AND DELIVERABLES. Within a reasonable time after a particular Deliverable has been completed (or such specific time as may be set forth in Exhibit B), the Company shall submit a written notice to the City’s Project Manager stating the Deliverable(s) that have been met. This notice shall include a signature page for sign-off by the City Project Manager indicating acceptance of such Deliverable(s). If the City Project Manager is not satisfied that the Deliverable(s) has been met, a notice of rejection (a “Rejection Notice”) shall be submitted to the Company by the City Project Manager that specifies the nature and scope of the deficiencies that the City wants corrected. Upon receipt of a Rejection Notice, the Company shall: (i) act diligently and promptly to correct all deficiencies identified in the Rejection Notice, and (ii) immediately upon completing such corrections give the City a written, dated certification that all deficiencies have been corrected (the “Certification”). In the event the Company fails to correct all deficiencies identified in the Rejection Notice and provide a Certification within thirty (30) days after receipt of the Rejection Notice, the City shall be entitled to terminate this Contract for default without further obligation to the Company and without obligation to pay for the defective work. Upon receipt of the corrected Deliverable(s), or a Certification, whichever is later, the above-described Acceptance procedure shall recommence. The City shall not be obligated to allow the Company to recommence curative action with respect to any deficiency previously identified in a Rejection Notice, or more than once for any given Deliverable (and shall be entitled to terminate this Contract for default if the Company does not meet this time frame). 13. NON-EXCLUSIVITY. The Company acknowledges that it is one of several providers of Furniture, Installation, and Related Products and Services to the City and the City does not represent that it is obligated to contract with the Company for any particular project. 14. EACH PARTY TO BEAR ITS OWN NEGOTIATION COSTS. Each party shall bear its own cost of negotiating this Contract and developing the exhibits. The City shall not be charged for any Products/Services or other work performed by the Company prior to the Effective Date. 15. REPRESENTATIONS AND WARRANTIES OF COMPANY. 15.1. GENERAL WARRANTIES. 15.1.1. The Products/Services shall satisfy all requirements set forth in this Contract, including but not limited to the attached Exhibits; 15.1.2. The Company has taken and will continue to take sufficient precautions to ensure that it will not be prevented from performing all or part of its obligations under this Contract by virtue of interruptions in the computer systems used by the Company; 5 CONTRACT #: 2020000622 VENDOR #: 308726 15.1.3. All Products provided and Services performed by the Company and/or its subcontractors pursuant to this Contract shall meet the highest industry standards and Services shall be performed in a professional and workmanlike manner by staff with the necessary skills, experience and knowledge; 15.1.4. Neither the Products/Services nor any Deliverables provided by the Company under this Contract will infringe or misappropriate any patent, copyright, trademark or trade secret rights of any third party; 15.1.5. The Company and each Company employee provided by the Company to the City shall have the qualifications, skills and experience necessary to provide Products and perform the Services described or referenced in Exhibit B; 15.1.6. All information provided by the Company about each Company employee is accurate; and 15.1.7. Each Company employee is an employee of the Company, and the Company shall make all payments and withholdings required for by law for the Company for such employees. 15.2. ADDITIONAL WARRANTIES. The Company further represents and warrants that: 15.2.1. It is a legal entity and if incorporated, duly incorporated, validly existing and in good standing under the laws of the state of its incorporation or licensing and is qualified to do business in North Carolina; 15.2.2. It has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Contract; 15.2.3. The execution, delivery, and performance of this Contract have been duly authorized by the Company; 15.2.4. No approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Contract; 15.2.5. In connection with its obligations under this Contract, it shall comply with all applicable federal, state and local laws and regulations and shall obtain all applicable permits and licenses; and 15.2.6. The performance of this Contract by the Company and each Company employee provided by the Company will not violate any contracts or agreements with third parties or any third party rights (including but not limited to non-compete agreements, non-disclosure agreements, patents, trademarks or intellectual property rights). 16. OTHER OBLIGATIONS OF THE COMPANY. 16.1. WORK ON CITY’S PREMISES. The Company and all its employees will, whenever on the City's premises, obey all instructions and City policies that are provided with respect to providing Products and performing Services on the City’s premises. 16.2. RESPECTFUL AND COURTEOUS BEHAVIOR. The Company shall assure that its employees interact with City employees and the public in a courteous, helpful and impartial manner. All employees of the Company in both field and office shall refrain from belligerent behavior and/or profanity. Correction of any such behavior and language shall be the responsibility of the Company. 16.3. REPAIR OR REPLACEMENT OF DAMAGED EQUIPMENT OR FACILITIES. In the event that the Company causes damage to the City’s equipment or facilities, the Company shall, at its own expense, promptly repair or replace such damaged items to restore them to the same 6 CONTRACT #: 2020000622 VENDOR #: 308726 level of functionality that they possessed prior to the Company’s action. 16.4. REGENERATION OF LOST OR DAMAGED DATA. With respect to any data that the Company or any Company employees have negligently lost or negligently damaged, the Company shall, at its own expense, promptly replace or regenerate such data from the City's machine-readable supporting material, or obtain, at the Company's own expense, a new machine-readable copy of lost or damaged data from the City’s data sources. 16.5. NC E-VERIFY REQUIREMENT. The Company shall comply with the requ irements of Article 2 of Chapter 64 of the North Carolina General Statutes, and shall require each of its subcontractors to do so as well. 16.6. NC PROHIBITION ON CONTRACTS WITH COMPANIES THAT INVEST IN IRAN OR BOYCOTT ISRAEL. Company certifies that: (i) it is not identified on the Final Divestment List or any other list of prohibited investments created by the NC State Treasurer pursuant to N.C.G.S. 147-86.58 (collectively, the “Treasurer’s IDA List”); (ii) it has not been designated by the NC State Treasurer pursuant to N.C.G.S. 147-86.81 as a company engaged in the boycott of Israel (such designation being referred to as the “Treasurer’s IB List”); and (iii) it will not take any action causing it to appear on the Treasurer’s IDA List or the Treasurer’s IB List during the term of this Contract. In signing this Contract Company further agrees, as an independent obligation, separate and apart from this Contract, to reimburse the City for any and all damages, costs and attorneys’ fees incurred by the City in connection with any claim that this Contract or any part thereof is void due to Company appearing on the Treasurer’s IDA List or the Treasurer’s IB List at any time before or during the term of this Contract. 17. REMEDIES. 17.1. RIGHT TO COVER. If the Company fails to meet any completion date or resolution time set forth in this Contract (including the Exhibits) or the Project Plan, the City may take any of the following actions with or without terminating this Contract, and in addition to and without limiting any other remedies it may have: a. Employ such means as it may deem advisable and appropriate to perform itself or obtain the Products/Services from a third party until the matter is resolved and the Company is again able to resume performance under this Contract; and b. Deduct any and all expenses incurred by the City in obtaining or performing the Products/Services from any money then due or to become due the Company and, should the City’s cost of obtaining or performing the products/services exceed the amount due the Company, collect the amount due from the Company. 17.2. RIGHT TO WITHHOLD PAYMENT. If the Company breaches any provision of this Contract, the City shall have a right to withhold all payments due to the Company until such breach has been fully cured. 17.3. SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF. The Company agrees that monetary damages are not an adequate remedy for the Company’s failure to provide the Products/Services or Deliverables as required by this Contract, nor could monetary damages be the equivalent of the performance of such obligation. Accordingly, the Company hereby consents to an order granting specific performance of such obligations of the Company in a court of competent jurisdiction within the State of North Carolina. The Company further consents to the City obtaining injunctive relief (including a temporary restraining order) to assure performance in the event the Company breaches this Contract. 17.4. SETOFF. Each party shall be entitled to setoff and deduct from any amounts owed to the other party pursuant to this Contract all damages and expenses incurred or reasonably anticipated as a result of the other party’s breach of this Contract. 7 CONTRACT #: 2020000622 VENDOR #: 308726 17.5. OTHER REMEDIES. Upon breach of this Contract, each party may seek all legal and equitable remedies to which it is entitled. The remedies set forth herein shall be deemed cumulative and not exclusive and may be exercised successively or concurrently, in addition to any other available remedy. 18. TERM AND TERMINATION OF CONTRACT. 18.1. TERM. This Contract shall commence on the Effective Date and shall continue in effect for five (5) years with the City having the unilateral right to renew for two (2) consecutive one (1) year terms. 18.2. TERMINATION FOR CONVENIENCE. The City may terminate this Contract at any time without cause by giving thirty (30) days prior written notice to the Company. As soon as practicable after receipt of a written notice of termination without cause, the Company shall submit a statement to the City showing in detail the Products provided and Services performed under this Contract through the date of termination. The foregoing payment obligation is contingent upon: (i) the Company having fully complied with Section 18.8; and (ii) the Company having provided the City with written documentation reasonably adequate to verify the Products received and the number hours of Services rendered through the termination date and the percentage of completion of each task. 18.3. TERMINATION FOR DEFAULT BY EITHER PARTY. By giving written notice to the other party, either party may terminate this Contract upon the occurrence of one or more of the following events: a. The other party violates or fails to perform any covenant, provision, obligation, term or condition contained in this Contract, provided that, unless otherwise stated in this Contract, such failure or violation shall not be cause for termination if both of the following conditions are satisfied: (i) such default is reasonably susceptible to cure; and (ii) the other party cures such default within thirty (30) days of receipt of written notice of default from the non-defaulting party; or b. The other party attempts to assign, terminate or cancel this Contract contrary to the terms hereof; or c. The other party ceases to do business as a going concern, makes an assignment for the benefit of creditors, admits in writing its inability to pay debts as they become due, files a petition in bankruptcy or has an involuntary bankruptcy petition filed against it (except in connection with a reorganization under which the business of such party is continued and performance of all its obligations under the Contract shall continue), or if a receiver, trustee or liquidator is appointed for it or any substantial part of other party’s assets or properties. Any notice of default shall identify this Section of this Contract and shall state the party’s intent to terminate this Contract if the default is not cured within the specified period. Notwithstanding anything contained herein to the contrary, upon termination of this Contract by the Company for default, the Company shall continue to provide the Products and perform the Services required by this Contract for the lesser of: (i) six (6) months after the date the City receives the Company’s written termination notice; or (ii) the date on which the City completes its transition to a new service provider. 18.4. ADDITIONAL GROUNDS FOR DEFAULT TERMINATION BY THE CITY. By giving written notice to the Company, the City may also terminate this Contract upon the occurrence of one or more of the following events (which shall each constitute separate grounds for termination without a cure period and without the occurrence of any of the other events of default previously listed): 8 CONTRACT #: 2020000622 VENDOR #: 308726 a. Failure of the Company to complete a particular task by the mutually agreed completion date; b. The Company makes or allows to be made any material written misrepresentation or provides any materially misleading written information in connection with this Contract, the Company’s Proposal, or any covenant, agreement, obligation, term or condition contained in this Contract; or c. The Company takes or fails to take any action which constitutes grounds for immediate termination under the terms of this Contract, including but not limited to failure to obtain or maintain the insurance policies and endorsements as required by this Contract, or failure to provide the proof of insurance as required by this Contract. 18.5. NO SUSPENSION. In the event that the City disputes in good faith an allegation of default by the Company, notwithstanding anything to the contrary in this Contract, the Company agrees that it will not terminate this Contract or suspend or limit the Services or any warranties or repossess, disable or render unusable any software supplied by the Company, unless (i) the parties agree in writing, or (ii) an order of a court of competent jurisdiction determines otherwise. 18.6. CANCELLATION OF ORDERS AND SUBCONTRACTS. In the event this Contract is terminated by the City for any reason prior to the end of the term, the Company shall, upon termination, immediately discontinue all service in connection with this Contract and promptly cancel all existing orders and subcontracts, which are chargeable to this Contract. As soon as practicable after receipt of notice of termination, the Company shall submit a statement to the City showing in detail the Services performed under this Contract to the date of termination. 18.7. AUTHORITY TO TERMINATE. The following persons are authorized to terminate this Contract on behalf of the City: (i) the City Manager, any Assistant City Manager, or any designee of the City Manager; or (ii) the Department Director of the City Department responsible for administering this Contract. 18.8. OBLIGATIONS UPON EXPIRATION OR TERMINATION. Upon expiration or termination of this Contract, the Company shall promptly return to the City (i) all computer programs, files, documentation, media, related material and any other material and equipment that are owned by the City; (ii) all Deliverables that have been completed or that are in process as of the date of termination; and (iii) a written statement describing in detail all work performed with respect to Deliverables which are in process as of the date of termination. The expiration or termination of this Contract shall not relieve either party of its obligations regarding “Confidential Information,” as defined in this Contract. 18.9. NO EFFECT ON TAXES, FEES, CHARGES OR REPORTS. Any termination of this Contract shall not relieve the Company of the obligation to pay any fees, taxes or other charges then due to the City, nor relieve the Company of the obligation to file any daily, monthly, quarterly or annual reports covering the period to termination nor relieve the Company from any claim for damages previously accrued or then accruing against the Company. 18.10. OTHER REMEDIES. The remedies set forth in this Section and Section 19 shall be deemed cumulative and not exclusive, and may be exercised successively or concurrently, in addition to any other remedies available under this Contract or at law or in equity. 19. TRANSITION PRODUCTS/SERVICES UPON TERMINATION. Upon termination or expiration of this Contract, the Company shall cooperate with the City to assist with the orderly transfer of the Products/Services provided by the Company to the City. Prior to termination or expiration of this Contract, the City may require the Company to perform and, if so required, the Company shall perform certain transition services necessary to shift the Products/Services of the Company to another provider or to the City itself as described below (the “Transition Services”). Transition Services may include but 9 CONTRACT #: 2020000622 VENDOR #: 308726 shall not be limited to the following:  Working with the City to jointly develop a mutually agreed upon Transition Services Plan to facilitate the termination of the Products/Services;  Notifying all affected service providers and subcontractors of the Company;  Performing the Transition Services;  Answering questions regarding the Products/Services on an as-needed basis; and  Providing such other reasonable services needed to effectuate an orderly transition to a new service provider. 20. CHANGES. In the event changes to the Products/Services (collectively “Changes”), become necessary or desirable to the parties, the parties shall follow the procedures set forth in this Section. A Change shall be effective only when documented by a written, dated agreement executed by both parties that expressly references and is attached to this Contract (a “Change Statement”). The Change Statement shall set forth in detail: (i) the Change requested, including all modifications of the duties of the parties; (ii) the reason for the proposed Change; and (iii) a detailed analysis of the impact of the Change on the results of the Products/Services and time for delivery and completion of the Products/Services, including the impact on all Milestones and delivery dates and any associated price. In the event either party desires a Change, the Project Manager for such party shall submit to the other party’s Project Manager a proposed Change Statement. If the receiving party does not accept the Change Statement in writing within ten (10) days, the receiving party shall be deemed to have rejected the Change Statement. If the parties cannot reach agreement on a proposed Change, the Company shall nevertheless continue to render performance under this Contract in accordance with its (unchanged) terms and conditions. Changes that involve or increase in the amounts payable by the City may require execution by the City Manager or a designee depending on the amount. Some increases may also require approval by Charlotte City Council. 21. CITY OWNERSHIP OF WORK PRODUCT. 21.1. The parties agree that the City shall have exclusive ownership of all reports, documents, designs, ideas, materials, reports, concepts, plans, creative works, and other work product developed for or provided to the City in connection with this Contract, and all patent rights, copyrights, trade secret rights and other intellectual property rights relating thereto (collectively the “Intellectual Property”). The Company hereby assigns and transfers all rights in the Intellectual Property to the City. The Company further agrees to execute and deliver such assignments and other documents as the City may later require to perfect, maintain and enforce the City’s rights as sole owner of the Intellectual Property, including all rights under patent and copyright law. The Company hereby appoints the City as attorney in fact to execute all such assignments and instruments and agree that its appointment of the City as an attorney in fact is coupled with an interest and is irrevocable. 21.2. The City grants the Company a royalty-free, non-exclusive license to use and copy the Intellectual Property to the extent necessary to perform this Contract. The Company shall not be entitled to use the Intellectual Property for other purposes without the City’s prior written consent, and shall treat the Intellectual Property as “Confidential Information” pursuant to Section 25 of the Contract. 21.3. The Company will treat as Confidential Information under the Confidentiality and Non- Disclosure Contract all data in connection with the Contract. City data processed by the Company shall remain the exclusive property of the City. The Company will not reproduce, copy, duplicate, disclose, or in any way treat the data supplied by the City in any manner except 10 CONTRACT #: 2020000622 VENDOR #: 308726 that contemplated by the Contract. 22. RELATIONSHIP OF THE PARTIES. The relationship of the parties established by this Contract is solely that of independent contractors, and nothing contained in this Contract shall be construed to (i) give any party the power to direct or control the day-to-day administrative activities of the other; or (ii) constitute such parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking; or (iii) make either party an agent of the other, or any Company employee an agent or employee of the City, for any purpose whatsoever. Neither party nor its agents or employees is the representative of the other for any purpose, and neither has power or authority to act as agent or employee to represent, to act for, bind, or otherwise create or assume any obligation on behalf of the other. 23. INDEMNIFICATION. To the fullest extent permitted by law, the Company shall indemnify, defend and hold harmless each of the “Indemnitees” (as defined below) from and against any and all “Charges” (as defined below) paid or incurred as a result of any claims, demands, lawsuits, actions, or proceedings: (i) alleging violation, misappropriation or infringement of any copyright, trademark, patent, trade secret or other proprietary rights with respect to the Services or any products or deliverables provided to the City pursuant to this Contract (“Infringement Claims”); (ii) seeking payment for labor or materials purchased or supplied by the Company or its subcontractors in connection with this Contract; (iii) arising from the Company’s failure to perform its obligations under this Contract, or from any act of negligence or willful misconduct by the Company or any of its agents, employees or subcontractors relating to this Contract, including but not limited to any liability caused by an accident or other occurrence resulting in bodily injury, death, sickness or disease to any person(s) or damage or destruction to any property, real or personal, tangible or intangible; or (iv) arising from any claim that the Company or an employee or subcontractor of the Company is an employee of the City, including but not limited to claims relating to worker’s compensation, failure to withhold taxes and the like. For purposes of this Section: (i) the term “Indemnitees” means the City, any federal agency that funds all or part of this Contract, and each of the City’s and such federal agency’s officers, officials, employees, agents and independent contractors (excluding the Company); and (ii) the term “Charges” means any and all losses, damages, costs, expenses (including reasonable attorneys’ fees), obligations, duties, fines, penalties, royalties, interest charges and other liabilities (including settlement amounts). If an Infringement Claim occurs, the Company shall either: (i) procure for the City the right to continue using the affected product or service; or (ii) repair or replace the infringing product or service so that it becomes non-infringing, provided that the performance of the overall product(s) and service(s) provided to the City shall not be adversely affected by such replacement or modification. If the Company is unable to comply with the preceding sentence within thirty (30) days after the City is directed to cease use of a product or service, the Company shall promptly refund to the City all amounts paid under this Contract. This Section 23 shall remain in force despite termination of this Contract (whether by expiration of the term or otherwise). 24. SUBCONTRACTING. Should the Company choose to subcontract, the Company shall be the prime contractor and shall remain fully responsible for performance of all obligations that it is required to perform under the Contract. Any subcontract entered into by Company shall name the City as a third party beneficiary. 25. CONFIDENTIAL INFORMATION. 25.1. CONFIDENTIAL INFORMATION. Confidential Information includes any information, not generally known in the relevant trade or industry, obtained from the City or its vendors or licensors or which falls within any of the following general categories: 25.1.1. Trade secrets. For purposes of this Contract, trade secrets consist of information of the City or any of its suppliers, contractors or licensors: (a) that derives value from being 11 CONTRACT #: 2020000622 VENDOR #: 308726 secret; and (b) that the owner has taken reasonable steps to keep confidential. Examples of trade secrets include information relating to proprietary software, new technology, new products or services, flow charts or diagrams that show how things work, manuals that tell how things work and business processes and procedures. 25.1.2. Information of the City or its suppliers, contractors or licensors marked “Confidential” or “Proprietary.” 25.1.3. Information relating to criminal investigations conducted by the City, and records of criminal intelligence information compiled by the City. 25.1.4. Information contained in the City’s personnel files, as defined by N.C. Gen. Stat. 160A- 168. This consists of all information gathered and/or maintained by the City about employees, except for that information which is a matter of public record under North Carolina law. 25.1.5. Citizen or employee social security numbers collected by the City. 25.1.6. Computer security information of the City, including all security features of electronic data processing, or information technology systems, telecommunications networks and electronic security systems. This encompasses but is not limited to passwords and security standards, procedures, processes, configurations, software and codes. 25.1.7. Local tax records of the City that contains information about a taxpayer’s income or receipts. 25.1.8. Any attorney / City privileged information disclosed by either party. 25.1.9. Any data collected from a person applying for financial or other types of assistance, including but not limited to their income, bank accounts, savings accounts, etc. 25.1.10. The name or address of individual homeowners who, based on their income, have received a rehabilitation grant to repair their home. 25.1.11. Building plans of city-owned buildings or structures, as well as any detailed security plans. 25.1.12. Billing information of customers compiled and maintained in connection with the City providing utility services. 25.1.13. Other information that is exempt from disclosure under the North Carolina public records laws. Categories stated in Sections 25.1.3 through 25.1.13 above constitute “Highly Restricted Information,” as well as Confidential Information. The Company acknowledges that certain Highly Restricted Information is subject to legal restrictions beyond those imposed by this Contract, and agrees that: (i) all provisions in this Contract applicable to Confidential Information shall apply to Highly Restricted Information; and (ii) the Company will also comply with any more restrictive instructions or written policies that may be provided by the City from time to time to protect the confidentiality of Highly Restricted Information. The parties acknowledge that in addition to information disclosed or revealed after the date of this Contract, the Confidential Information shall include information disclosed or revealed within one (1) year prior to the date of this Contract. 25.2. RESTRICTIONS. The Company shall keep the Confidential Information in the strictest confidence, in the manner set forth below: 25.2.1. It shall not copy, modify, enhance, compile or assemble (or reverse compile or disassemble), or reverse engineer Confidential Information. 12 CONTRACT #: 2020000622 VENDOR #: 308726 25.2.2. It shall not, directly or indirectly, disclose, divulge, reveal, report or transfer Confidential Information of the other to any third party or to any individual employed by the Company, other than an employee, agent, subcontractor or vendor of the City or Company who: (i) has a need to know such Confidential Information, and (ii) has executed a confidentiality agreement incorporating substantially the form of this Section of the Contract and containing all protections set forth herein. 25.2.3. It shall not use any Confidential Information of the City for its own benefit or for the benefit of a third party, except to the extent such use is authorized by this Contract or other written agreements between the parties hereto, or is for the purpose for which such Confidential Information is being disclosed. 25.2.4. It shall not remove any proprietary legends or notices, including copyright notices, appearing on or in the Confidential Information of the other. 25.2.5. The Company shall use its best efforts to enforce the proprietary rights of the City and the City’s vendors, licensors and suppliers (including but not limited to seeking injunctive relief where reasonably necessary) against any person who has possession of or discloses Confidential Information in a manner not permitted by this Contract. 25.2.6. In the event that any demand is made in litigation, arbitration or any other proceeding for disclosure of Confidential Information, the Company shall assert this Contract as a ground for refusing the demand and, if necessary, shall seek a protective order or other appropriate relief to prevent or restrict and protect any disclosure of Confidential Information. 25.2.7. All materials which constitute, reveal or derive from Confidential Information shall be kept confidential to the extent disclosure of such materials would reveal Confidential Information, and unless otherwise agreed, all such materials shall be returned to the City or destroyed upon satisfaction of the purpose of the disclosure of such information. 25.3. EXCEPTIONS. The parties agree that the Company shall have no obligation with respect to any Confidential Information which the Company can establish: 25.3.1. Was already known to the Company prior to being disclosed by the disclosing party; 25.3.2. Was or becomes publicly known through no wrongful act of the Company; 25.3.3. Was rightfully obtained by the Company from a third party without similar restriction and without breach hereof; 25.3.4. Was used or disclosed by the Company with the prior written authorization of the City; 25.3.5. Was disclosed pursuant to the requirement or request of a governmental agency, which disclosure cannot be made in confidence, provided that, in such instance, the Company shall first give to the City notice of such requirement or request; 25.3.6. Was disclosed pursuant to the order of a court of competent jurisdiction or a lawfully issued subpoena, provided that the Company shall take use its best efforts to obtain an agreement or protective order providing that, to the greatest possible extent possible, this Contract will be applicable to all disclosures under the court order or subpoena. 25.4. UNINTENTIONAL DISCLOSURE. Notwithstanding anything contained herein in to the contrary, in the event that the Company is unintentionally exposed to any Confidential Information of the City, the Company agrees that it shall not, directly or indirectly, disclose, divulge, reveal, report or transfer such Confidential Information to any person or entity or use such Confidential Information for any purpose whatsoever. 13 CONTRACT #: 2020000622 VENDOR #: 308726 25.5. REMEDIES. The Company acknowledges that the unauthorized disclosure of the Confidential Information of the City will diminish the value of the proprietary interests therein. Accordingly, it is agreed that if the Company breaches its obligations hereunder, the City shall be entitled to equitable relief to protect its interests, including but not limited to injunctive relief, as well as monetary damages. 26. INSURANCE. 26.1. TYPES OF INSURANCE. The Company shall obtain and maintain during the life of this Contract, with an insurance company rated not less than “A” by A.M. Best, authorized to do business in the State of North Carolina, acceptable to the Charlotte-Mecklenburg, Risk Management Division the following insurance: 26.1.1. Automobile Liability - Bodily injury and property damage liability covering all owned, non-owned and hired automobiles for limits of not less than $1,000,000 bodily injury each person, each accident and $1,000,000 property damage, or $1,000,000 combined single limit - bodily injury and property damage. 26.1.2. Commercial General Liability - Bodily injury and property damage liability as shall protect the Company and any subcontractor performing Services under this Contract, from claims of bodily injury or property damage which arise from performance of this Contract, whether such operations are performed by the Company, any subcontractor, or anyone directly or indirectly employed by either. The amounts of such insurance shall not be less than $1,000,000 bodily injury each occurrence/aggregate and $1,000,000 property damage each occurrence/aggregate, or $1,000,000 bodily injury and property damage combined single limits each occurrence/aggregate. This insurance shall include coverage for products, operations, personal and advertising injury, and contractual liability, assumed under the indemnity provision of this Contract. 26.1.3. Workers’ Compensation and Employers Liability - meeting the statutory requirements of the State of North Carolina, $100,000 per accident limit, $500,000 disease per policy limit, $100,000 disease each employee limit. The Company shall not provide any Products or commence any Services in connection with this Contract until it has obtained all of the foregoing types of insurance and such insurance has been approved by the City. The Company shall not allow any subcontractor to provide any Products or commence Services on its subcontract until all similar insurance required of the subcontractor has been obtained and approved. 26.2. OTHER INSURANCE REQUIREMENTS. 26.2.1. The City shall be exempt from, and in no way liable for any sums of money, which may represent a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the Company and/or subcontractor providing such insurance. 26.2.2. The City of Charlotte shall be named as an additional insured for operations or services rendered under the general liability coverage. The Company’s insurance shall be primary of any self-funding and/or insurance otherwise carried by the City for all loss or damages arising from the Company’s operations under this agreement. 26.2.3. Certificates of such insurance will be furnished to the City and shall contain the provision that the City be given thirty (30) days’ written notice of any intent to amend coverage reductions or material changes or terminate by either the insured or the insuring Company. 26.2.4. Should any or all of the required insurance coverage be self-funded/self-insured, a copy of the Certificate of Self-Insurance or other documentation from the North Carolina 14 CONTRACT #: 2020000622 VENDOR #: 308726 Department of Insurance shall be furnished to the City. 26.2.5. If any part of the Products/Services under this Contract is sublet, the subcontractor shall be required to meet all insurance requirements as listed above. However, this will in no way relieve the Company from meeting all insurance requirements or otherwise being responsible for the subcontractor. 27. COMMERCIAL NON-DISCRIMINATION. As a condition of entering into this Contract, the Company represents and warrants that it will fully comply with the City's Commercial Non- Discrimination Policy, as described in Section 2, Article V of the Charlotte City Code, and consents to be bound by the award of any arbitration conducted thereunder. As part of such compliance, the Company shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, age or disability in the solicitation, selection, hiring, or treatment of subcontractors, vendors or suppliers in connection with a City contract or contract solicitation process, nor shall the Company retaliate against any person or entity for reporting instances of such discrimination. The Company shall provide equal opportunity for subcontractors, vendors and suppliers to participate in all of its subcontracting and supply opportunities on City contracts, provided that nothing contained in this clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace discrimination that has occurred or is occurring in the marketplace. The Company understands and agrees that a violation of this clause shall be considered a material breach of this Contract and may result in termination of this Contract, disqualification of the Company from participating in City contracts or other sanctions. As a condition of entering into this Contract, the Company agrees to: (i) promptly provide to the City in a format specified by the City all information and documentation that may be requested by the City from time to time regarding the solicitation, selection, treatment and payment of subcontractors in connection with this Contract; and (ii) if requested, provide to the City within sixty days after the request a truthful and complete list of the names of all subcontractors, vendors, and suppliers that the Company has used on City contracts in the past five years, including the total dollar amount paid by the Company on each subcontract or supply contract. The Company further agrees to fully cooperate in any investigation conducted by the City pursuant to the City’s Non-Discrimination Policy, to provide any documents relevant to such investigation that are requested by the City, and to be bound by the award of any arbitration conducted under such Policy. The Company agrees to provide to the City from time to time on the City’s request, payment affidavits detailing the amounts paid by the Company to subcontractors and suppliers in connection with this Contract within a certain period of time. Such affidavits shall be in the format specified by the City from time to time. The Company understands and agrees that violation of this Commercial Non-Discrimination provision shall be considered a material breach of this Contract and may result in contract termination, disqualification of the Company from participating in City contracts and other sanctions. 28. NOTICES. Any notice, consent or other communication required or contemplated by this Contract shall be in writing, and shall be delivered in person, by U.S. mail, by overnight courier, by electronic mail or by telefax to the intended recipient at the address set forth below. Notice shall be effective upon the date of receipt by the intended recipient; provided that any notice which is sent by telefax or electronic mail shall also be simultaneously sent by mail deposited with the U.S. Postal Service or by overnight courier. Each party may change its address for notification purposes by giving the other party written notice of the new address and the date upon which it shall become effective. Communications that relate to any breach, default, termination, delay in performance, prevention of performance, modification, extension, amendment, or waiver of any provision of this Contract shall be sent to: 15 CONTRACT #: 2020000622 VENDOR #: 308726 For the Company: For the City: Zach Ziegler Kay Elmore Herman Miller, Inc. City of Charlotte 855 E. Main City Procurement Zeeland, MI 94964 600 East Fourth Street, 9th Floor Charlotte, NC 28202 Phone: 616-654-8843 Phone: 704-336-2524 Fax: Fax: 704-632-8252 E-mail: Preston_Ziegler@hermanmiller.com E-mail: kelmore@charlottenc.gov With Copy To: With Copy To: Greg Cass Adam Jones Herman Miller, Inc. City of Charlotte 855 E. Main City Attorney’s Office Zeeland, MI 94964 600 East Fourth Street, 15th Floor Charlotte, NC 28202 Phone: 201-341-1005 Phone: 704-336-3012 E-mail: greg_cass@hermanmiller.com E-mail: amjones@charlottenc.gov All other notices shall be sent to the other party’s Project Manager at the most recent address provided in writing by the other party. 29. MISCELLANEOUS. 29.1. ENTIRE AGREEMENT. This Contract is the entire agreement between the parties with respect to its subject matter, and there are no other representations, understandings, or agreements between the parties with respect to such subject matter. This Contract supersedes all prior agreements, negotiations, representations and proposals, written or oral. 29.2. AMENDMENT. No amendment or change to this Contract shall be valid unless in writing and signed by both parties to this Contract. 29.3. GOVERNING LAW AND JURISDICTION. The parties acknowledge that this Contract is made and entered into in Charlotte, North Carolina, and will be performed in Charlotte, North Carolina. The parties further acknowledge and agree that North Carolina law shall govern all the rights, obligations, duties and liabilities of the parties under this Contract, and that North Carolina law shall govern interpretation and enforcement of this Contract and any other matters relating to this Contract (all without regard to North Carolina conflicts of law principles). The parties further agree that any and all legal actions or proceedings relating to this Contract shall be brought in a state or federal court sitting in Mecklenburg County, North Carolina. By the execution of this Contract, the parties submit to the jurisdiction of said courts and hereby irrevocably waive any and all objections, which they may have with respect to venue in any court sitting in Mecklenburg County, North Carolina. 29.4. BINDING NATURE AND ASSIGNMENT. This Contract shall bind the parties and their successors and permitted assigns. Neither party may assign any of the rights and obligations thereunder without the prior written consent of the other. Any assignment attempted without the written consent of the other party shall be void. 29.5. CITY NOT LIABLE FOR DELAYS. It is agreed that the City shall not be liable to the Company, its agents or representatives or any subcontractor for or on account of any stoppages or delay in the performance of any obligations of the City or any other party hereunder caused by injunction or other legal or equitable proceedings or on account of any other delay for any 16 CONTRACT #: 2020000622 VENDOR #: 308726 cause beyond the City’s reasonable control. The City shall not be liable under any circumstances for lost profits or any other consequential, special or indirect damages. 29.6. FORCE MAJEURE. 29.6.1. The Company shall be not liable for any failure or delay in the performance of its obligations pursuant to this Contract (and such failure or delay shall not be deemed a default of this Contract or grounds for termination hereunder if all of the following conditions are satisfied: (i) if such failure or delay: (a) could not have been prevented by reasonable precaution, and (b) cannot reasonably be circumvented by the non- performing party through the use of alternate sources, work-around plans, or other means; and (ii) if and to the extent such failure or delay is caused, directly or indirectly, by fire, flood, earthquake, hurricane, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or court order. 29.6.2. Upon the occurrence of an event which satisfies all of the conditions set forth above (a “Force Majeure Event”) the Company shall be excused from any further performance of those of its obligations pursuant to this Contract affected by the Force Majeure Event for as long as (i) such Force Majeure Event continues; and (ii) the Company continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay. 29.6.3. Upon the occurrence of a Force Majeure Event, the Company shall immediately notify the City by telephone (to be confirmed by written notice within two (2) days of the inception of the failure or delay) of the occurrence of a Force Majeure Event and shall describe in reasonable detail the nature of the Force Majeure Event. If any Force Majeure Event prevents the Company from performing its obligations for more than five (5) days, the City may terminate this Contract. 29.6.4. Strikes, slow-downs, walkouts, lockouts, and individual disputes are not excused under this provision. 29.7. SEVERABILITY. The invalidity of one or more of the phrases, sentences, clauses or sections contained in this Contract shall not affect the validity of the remaining portion of the Contract so long as the material purposes of the Contract can be determined and effectuated. If any provision of this Contract is held to be unenforceable, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is unenforceable, and this Contract shall be deemed amended by modifying such provision to the extent necessary to make it enforceable while preserving its intent. 29.8. NO PUBLICITY. No advertising, sales promotion or other materials of the Company or its agents or representations may identify or reference this Contract or the City in any manner absent the written consent of the City. 29.9. APPROVALS. All approvals or consents required under this Contract must be in writing. 29.10. WAIVER. No delay or omission by either party to exercise any right or power it has under this Contract shall impair or be construed as a waiver of such right or power. A waiver by either party of any covenant or breach of this Contract shall not be constitute or operate as a waiver of any succeeding breach of that covenant or of any other covenant. No waiver of any provision of this Contract shall be effective unless in writing and signed by the party waiving the rights. 29.11. SURVIVAL OF PROVISIONS. The following sections of this Contract shall survive the termination hereof: Section 4.3 “Employment Taxes and Employee Benefits” Section 15 “Representations and Warranties of Company” Section 18 “Term and Termination of Contract” 17 CONTRACT #: 2020000622 VENDOR #: 308726 Section 21 “City Ownership of Work Product” Section 23 “Indemnification” Section 25 “Confidential Information” Section 26 “Insurance” Section 28 “Notices and Principal Contacts” Section 29 “Miscellaneous” 29.12. CHANGE IN CONTROL. In the event of a change in “Control” of the Company (as defined below), the City shall have the option of terminating this Contract by written notice to the Company. The Company shall notify the City within ten (10) days of the occurrence of a change in control. As used in this Contract, the term “Control” shall mean the possession, direct or indirect, of either (i) the ownership of or ability to direct the voting of, as the case may be fifty- one percent (51%) or more of the equity interests, value or voting power in the Company or (ii) the power to direct or cause the direction of the management and policies of the Company whether through the ownership of voting securities, by contract or otherwise. 29.13. DRAFTER’S PROTECTION. Each of the Parties has agreed to the use of the particular language of the provisions of this Contract and any questions of doubtful interpretation shall not be resolved by any rule or interpretation against the drafters, but rather in accordance with the fair meaning thereof, having due regard to the benefits and rights intended to be conferred upon the Parties hereto and the limitations and restrictions upon such rights and benefits intended to be provided. 29.14. FAMILIARITY AND COMPLIANCE WITH LAWS AND ORDINANCES. The Company agrees to make itself aware of and comply with all local, state and federal ordinances, statutes, laws, rules and regulations applicable to the Services. The Company further agrees that it will at all times during the term of this Contract be in compliance with all applicable federal, state and/or local laws regarding employment practices. Such laws will include, but shall not be limited to, workers' compensation, the Fair Labor Standards Act (FLSA), the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA) and all OSHA regulations applicable to the Services. 29.15. CONFLICT OF INTEREST. The Company covenants that its officers, employees and shareholders have no interest and shall not acquire any interest, direct or indirect that would conflict in any manner or degree with the performance of Services required to be performed under the Contract. 29.16. NO BRIBERY. The Company certifies that neither it, any of its affiliates or subcontractors, nor any employees of any of the foregoing has bribed or attempted to bribe an officer or employee of the City in connection with the Contract. 29.17. HARASSMENT. The Company agrees to make itself aware of and comply with the City's Harassment Policy. The City will not tolerate or condone acts of harassment based upon race, sex, religion, national origin, color, age, or disability. Violators of this policy will be subject to termination. 29.18. TRAVEL UPGRADES. The City has no obligation to reimburse the Company for any travel or other expenses incurred in connection with this Contract. 29.19. TAXES. Except as specifically stated elsewhere in this Contract, the Company shall collect all applicable federal, state and local taxes which may be chargeable against the performance of the Services, and remit such taxes to the relevant taxing authority. The Company consents to and authorizes the City to collect any and all delinquent taxes and related interest, fines, or penalties of the Company by reducing any payment, whether monthly, quarterly, semi- annually, annually, or otherwise, made by the City to the Company pursuant to this Contract for an amount equal to any and all taxes and related interest, fines, or penalties owed by the 18 CONTRACT #: 2020000622 VENDOR #: 308726 Company to the City. The Company hereby waives any requirements for notice under North Carolina law for each and every instance that the City collects delinquent taxes pursuant to this paragraph. This paragraph shall not be construed to prevent the Company from filing an appeal of the assessment of the delinquent tax if such appeal is within the time prescribed by law. 29.20. COUNTERPARTS. This Contract may be executed in any number of counterparts, all of which taken together shall constitute one single agreement between the parties. 29.21. PRE-AUDIT. No pre-audit certificate is required under N.C. Gen. Stat. 159-28(a) because this Contract is for an indefinite quantity with no minimum purchase requirement. Notwithstanding anything contained herein to the contrary, this Contract does not require the City to purchase a single product or service, and a decision by the City to not make any purchase hereunder will violate neither this Contract nor any implied duty of good faith and fair dealing. The City has no financial obligation under this Contract absent the City’s execution of a valid and binding purchase order or contract addendum containing a pre-audit certificate.” [Signature Page Follows] 19 CONTRACT #: 2020000622 VENDOR #: 308726 EXHIBIT A – PRICING SHEET 21 HERMAN MILLER ‐ CONTRACT 2020000622EXHIBIT A ‐ PRICING SHEET$400,001 and AboveCATEGORYPRODUCT NAME AND CODE USED TO LOCATE LIST PRICE CATALOG CATALOG DATE DROP SHIPINSIDE DELIVERYDROP SHIPINSIDE DELIVERYALL SERVICE OPTIONSSystems Furniture Action Office® 1 & AO2 Panels (B) September 3, 2019 70.50% 68.50% 71.50% 69.50%NegotiableSystems Furniture Action Office® 2 Components (J) September 3, 2019 70.50% 68.50% 71.50% 69.50%NegotiableSystems Furniture Canvas Channel (FZ) September 3, 2019 69.00% 67.00% 71.00% 69.00%NegotiableSystems Furniture Canvas Dock (FD) September 3, 2019 69.00% 67.00% 71.00% 69.00%NegotiableSystems Furniture Canvas Office Landscape® Group-Based (FR) September 3, 2019 69.00% 67.00% 71.00% 69.00%NegotiableSystems Furniture Canvas Office Landscape® Private Office (FV) September 3, 2019 69.00% 67.00% 71.00% 69.00%NegotiableSystems Furniture Canvas Office Landscape® Wall-Based (FT) September 3, 2019 69.00% 67.00% 71.00% 69.00%NegotiableSystems Furniture Canvas Vista (FX) September 3, 2019 69.00% 67.00%71.00% 69.00%NegotiableSystems Furniture Ethospace® (U) September 3, 2019 69.00% 67.00% 71.00% 69.00%NegotiableSystems Furniture Formwork™ (CY) September 3, 2019 40.00% 38.00% 42.00% 40.00%NegotiableSystems Furniture Intent Solution (CF) September 3, 2019 53.00% 51.00% 55.00% 53.00%NegotiableSystems Furniture Layout Studio® (LS) September 3, 2019 51.00% 49.00% 53.00% 51.00%NegotiableSystems Furniture Prospect (CB) September 3, 2019 53.20% 51.20% 54.50% 52.50%NegotiableSystems Furniture Public Office Landscape™ (BV) September 3, 201954.00% 52.00% 56.00% 54.00%NegotiableSytems Furniture - Ancillary Accessories (8) September 3, 2019 70.50% 68.50% 71.50% 69.50%NegotiableSytems Furniture - Ancillary C-Style Overhead Storage (CS) September 3, 2019 69.00% 67.00% 71.00% 69.00%NegotiableSytems Furniture - Ancillary Energy Distribution System (C) September 3, 2019 70.50% 68.50% 71.50% 69.50%NegotiableSytems Furniture - Ancillary Generic (R) September 3, 2019 64.00% 64.00% 66.00% 66.00%NegotiableSytems Furniture - Ancillary Innovative Products (IP) September 3, 2019 46.00% 44.00% 48.00% 46.00%NegotiableSytems Furniture - Ancillary Keys & Locks (KA) September 3, 2019 64.00% 64.00% 66.00% 66.00%NegotiableSytems Furniture - Ancillary Lighting (A) September 3, 2019 70.50%68.50% 71.50% 69.50%NegotiableSytems Furniture - Ancillary Textiles (K) September 3, 2019 64.00%64.00% 66.00% 66.00%NegotiableSytems Furniture - Ancillary Thrive® CBS Portfolio (Z2) September 3, 2019 54.00% 52.00% 56.00% 54.00%NegotiableSytems Furniture - Ancillary Thrive® Ergonomic Portfolio (ZZ) September 3, 2019 54.00% 52.00% 56.00% 54.00%NegotiableSytems Furniture - Ancillary Thrive® Global (Z3)September 3, 2019 54.00% 52.00% 56.00% 54.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%Negotiable1. FURNITURE CATEGORIES AND OTHER RELATED PRODUCTS FIXED PERCENTAGE (%) DISCOUNT OFF THE MANUFACTURER'S LIST PRICETIERS ARE BASED ON LIST PRODUCT VALUE OF EACH OTHER$1 - $100,000$100,001 - $400,00022 HERMAN MILLER ‐ CONTRACT 2020000622EXHIBIT A ‐ PRICING SHEET$400,001 and AboveCATEGORYPRODUCT NAME AND CODE USED TO LOCATE LIST PRICE CATALOG CATALOG DATE DROP SHIPINSIDE DELIVERYDROP SHIPINSIDE DELIVERYALL SERVICE OPTIONS1. FURNITURE CATEGORIES AND OTHER RELATED PRODUCTS FIXED PERCENTAGE (%) DISCOUNT OFF THE MANUFACTURER'S LIST PRICETIERS ARE BASED ON LIST PRODUCT VALUE OF EACH OTHER$1 - $100,000$100,001 - $400,000Freestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFreestanding FurnitureAGL Table Group™ (DF)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableSeating / ChairsAeron® Chairs (EC)September 3, 2019 51.00% 49.00%53.00% 51.00%NegotiableSeating / ChairsAside® Seating (PD)September 3, 2019 53.00% 51.00% 55.00% 53.00%NegotiableSeating / ChairsCaper® Chair (WC)September 3, 2019 53.00% 51.00% 55.00% 53.00%NegotiableSeating / ChairsCelle® Chair (TR)September 3, 2019 51.00% 49.00% 53.00% 51.00%NegotiableSeating / ChairsChadwick™ Modular Seating (V)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableSeating / ChairsClassical Seating (E)September 3, 2019 46.00% 44.00% 48.00% 46.00%NegotiableSeating / ChairsCollection (ER)September 3, 2019 46.00% 44.00% 48.00% 46.00%NegotiableSeating / ChairsCosm (FC)September 3, 2019 51.00% 49.00% 53.00% 51.00%NegotiableSeating / ChairsEames® Aluminum Group (H)September 3, 2019 46.00% 44.00% 48.00% 46.00%NegotiableSeating / ChairsEames® Molded Plastic and Wire Chairs (VT)September 3, 2019 40.00% 38.00% 42.00% 40.00%NegotiableSeating / ChairsEames® Tandem Seating (L)September 3, 2019 46.00% 44.00% 48.00% 46.00%NegotiableSeating / ChairsEmbody® (CN)September 3, 2019 49.00% 47.00% 51.00%49.00%NegotiableSeating / ChairsGoetz™ Sofa (GS)September 3, 2019 40.00% 38.00% 42.00% 40.00%NegotiableSeating / ChairsKeyn (TV)September 3, 2019 49.00% 47.00% 51.00% 49.00%NegotiableSeating / ChairsLimerick® Seating (PO)September 3, 2019 53.00% 51.00% 55.00% 53.00%NegotiableSeating / ChairsLino (MI)September 3, 2019 51.00% 49.00% 53.00% 51.00%NegotiableSeating / ChairsMirra2 Seating (LF)September 3, 2019 51.00% 49.00% 53.00% 51.00%NegotiableSeating / ChairsPlex (XX)September 3, 2019 46.00% 44.00% 48.00% 46.00%NegotiableSeating / ChairsSAYL® (AV)September 3, 2019 51.00% 49.00% 53.00% 51.00%NegotiableSeating / ChairsSetu® (RY)September 3, 2019 51.00% 49.00% 53.00% 51.00%NegotiableSeating / ChairsStools (SO)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableSeating / ChairsVerus (PI)September 3, 2019 51.00% 49.00% 53.00% 51.00%NegotiableSeating / ChairsGeiger Foray (NG)September 3, 2019 51.00% 49.00% 52.00% 50.00%NegotiableSeating / ChairsGeiger Guest Seating (H5)September 3, 2019 51.00% 49.00% 52.00% 50.00%NegotiableSeating / ChairsGeiger Sotto™ (H6)September 3, 2019 51.00% 49.00%52.00% 50.00%NegotiableSeating / ChairsGeiger Stackable™ (H7)September 3, 2019 51.00% 49.00% 52.00% 50.00%NegotiableSeating / ChairsGeiger Stools (H2)September 3, 2019 51.00% 49.00%52.00% 50.00%NegotiableSeating / ChairsGeiger Taper (FG)September 3, 2019 51.00% 49.00% 52.00% 50.00%NegotiableSeating / ChairsLeeway (LA)September 3, 2019 51.00% 49.00% 51.00% 49.00%Negotiable23 HERMAN MILLER ‐ CONTRACT 2020000622EXHIBIT A ‐ PRICING SHEET$400,001 and AboveCATEGORYPRODUCT NAME AND CODE USED TO LOCATE LIST PRICE CATALOG CATALOG DATE DROP SHIPINSIDE DELIVERYDROP SHIPINSIDE DELIVERYALL SERVICE OPTIONS1. FURNITURE CATEGORIES AND OTHER RELATED PRODUCTS FIXED PERCENTAGE (%) DISCOUNT OFF THE MANUFACTURER'S LIST PRICETIERS ARE BASED ON LIST PRODUCT VALUE OF EACH OTHER$1 - $100,000$100,001 - $400,000Soft SeatingHAY HM (2C)September 3, 2019 46.00% 44.00% 48.00% 46.00%NegotiableSoft Seatingnaughtone (NO)September 3, 2019 46.00% 44.00% 46.00% 44.00%NegotiableSoft SeatingNemschoffJanuary 7, 2019 48.00% 47.00% 48.00% 47.00%NegotiableSoft SeatingSwoop™ (OA)September 3, 2019 46.00% 44.00% 48.00% 46.00%NegotiableSoft SeatingGeiger Lounge Seating (H8)September 3, 2019 51.00% 49.00% 52.00% 50.00%NegotiableSoft SeatingGeiger Reframe (HJ)September 3, 2019 51.00% 49.00% 52.00% 50.00%NegotiableSoft SeatingGeiger Ward Bennett™ Seating (HU)September 3, 2019 43.00% 41.00% 45.00% 43.00%NegotiableSoft SeatingColourForm Sofa Group (CU)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableSoft SeatingObjects (AB)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableSoft SeatingStriad (SD)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFiling Systems, Storage & Equipment Canvas Office Landscape® Metal Filing & Storage (FM)September 3, 2019 69.00% 67.00% 71.00% 69.00%NegotiableFiling Systems, Storage & Equipment Canvas Office Landscape® Wood Filing & Storage (FF)September 3, 2019 69.00% 67.00% 71.00% 69.00%NegotiableFiling Systems, Storage & Equipment Meridian® Laterals (MF)September 3, 2019 54.00% 52.00% 56.00% 54.00%NegotiableFiling Systems, Storage & Equipment Meridian® Pedestals (MP)September 3, 2019 54.00% 52.00% 56.00% 54.00%NegotiableFiling Systems, Storage & Equipment Meridian® Storage Cases/Book Cases (MS)September 3, 2019 52.00% 50.00% 54.00% 52.00%NegotiableFiling Systems, Storage & Equipment Meridian® Towers (MG)September 3, 2019 52.00% 50.00% 54.00% 52.00%NegotiableFiling Systems, Storage & Equipment Meridian® Verticals (MV)September 3, 2019 54.00% 52.00% 56.00% 54.00%NegotiableFiling Systems, Storage & Equipment Nelson™ Cabinets (NC)September 3, 2019 37.00% 35.00% 39.00% 37.00%NegotiableFiling Systems, Storage & Equipment Quadrant B-Front Lateral Files (2)September 3, 2019 52.00% 50.00% 54.00% 52.00%NegotiableFiling Systems, Storage & Equipment Quadrant B-Front Pedestals (BP)September 3, 2019 69.00% 67.00% 71.00% 69.00%NegotiableFiling Systems, Storage & Equipment Quadrant F-Front Lateral Files (2A)September 3, 2019 52.00% 50.00% 54.00% 52.00%NegotiableFiling Systems, Storage & Equipment Quadrant F-Front Pedestals (BQ)September 3, 2019 69.00% 67.00% 71.00% 69.00%NegotiableFiling Systems, Storage & Equipment Tu® Laterals (UL)September 3, 2019 66.80% 64.80% 68.20% 66.20%NegotiableFiling Systems, Storage & Equipment Tu® Pedestals (UP)September 3, 2019 66.80% 64.80% 68.20% 66.20%NegotiableFiling Systems, Storage & Equipment Tu® Storage (US)September 3, 2019 66.80% 64.80% 68.20% 66.20%NegotiableFiling Systems, Storage & Equipment Tu® Towers (UT)September 3, 2019 66.80% 64.80% 68.20% 66.20%NegotiableFiling Systems, Storage & Equipment Tu® Wood Cases (UW)September 3, 2019 66.80% 64.80% 68.20% 66.20%NegotiableFiling Systems, Storage & Equipment Tu® Wood Credenzas (UJ)September 3, 2019 66.80% 64.80% 68.20% 66.20%NegotiableFiling Systems, Storage & Equipment Tu® Wood Cubbies (UH)September 3, 2019 66.80% 64.80% 68.20% 66.20%NegotiableFiling Systems, Storage & Equipment Tu® Wood Peds (UF)September 3, 2019 66.80% 64.80% 68.20% 66.20%NegotiableFiling Systems, Storage & Equipment Tu® Wood Towers (UI)September 3, 2019 66.80% 64.80% 68.20% 66.20%NegotiableOTHER RELATED PRODUCTSPRODUCT NAME AND CODE USED TO LOCATE LIST PRICE CATALOG CATALOG DATE DROP SHIPINSIDE DELIVERYDROP SHIPINSIDE DELIVERYALL SERVICE OPTIONSSCo/Struc® (S)September 3, 2019 51.00% 49.00% 53.00% 51.00%NegotiableTWCompass™ System (TW)September 3, 2019 54.00% 52.00% 55.00% 53.00%NegotiableDHerman Miller for Healthcare Action Lab (D)September 3, 2019 51.00% 49.00% 53.00% 51.00%NegotiableSAHerman Miller for Healthcare Carts (SA)September 3, 2019 12.00% 10.00% 12.00% 10.00%NegotiableCHMora (CH)September 3, 2019 51.00% 49.00% 53.00% 51.00%NegotiableOSLiving Office Hardware (OS) - does not include software/subscriptionsSeptember 3, 2019 50.00% 50.00% 50.00% 50.00%NegotiableMNOverlay (MN)September 3, 2019 54.00% 52.00% 56.00% 54.00%NegotiableCWMagis® Alliance (CW)September 3, 2019 40.00% 38.00% 42.00% 40.00%NegotiableCXMattiazzi Alliance (CX)September 3, 2019 40.00% 38.00% 42.00% 40.00%Negotiable24 HERMAN MILLER ‐ CONTRACT 2020000622EXHIBIT A ‐ PRICING SHEETPurchase order and payment are issued directly to the local authorized Herman Miller dealer.Payment Terms are Net 30 or as negotiated with the local authorized Herman Miller dealer.Deposit requirements and progress payments to be negotiated with the local authorized Herman Miller dealer.Returns & cancellations are allowed only with HMI/dealer approval under HMI’s change/cancellation policy.7) Mora, Compass, CoStruc casework systems installation to be quoted and approved by the buyer prior to performance of the work.8) Living office installation, software, licenses, and subscriptions will be quoted and approved by the buyer prior to performance of work.Any additional charges shall be quoted by the dealer and approved by the buyer prior to performance of the work. NTE = Not To Exceed2) Major Metro Markets and any non-ground floor installation: NTE 1% - 3.5% of list product value - Major Metro Markets include large population centers and urban environments. 3) Installation in a clinical/medical environment: NTE 1% - 3.5% of list product value4) Special restrictions or limits established by local laws, ordinances or the directions of the buyer, including but not limited to restrictions on transportations of materials, street access to the job site and/or dock facilities: NTE 1% - 3.5% of list product value 5) Installations outside of a 50 mile radius of the servicing dealer: NTE 1% - 2% of list product value.6) Local Prevailing Wage and/or Union Labor Rates - Service work will shall not be hindered by other trades. - Electric, heat, and adequate elevator service will be furnished without charge. - The immediate installation area shall be complete and free of debris including the carpet/flooring before installation commences. - Any work requiring a licensed electrician is the responsibility of the buyer.Additional Charges May Apply For:1) Orders of an aggregate quantity of 1 - 10 chairs, desks, files, peds - NTE $300 fee per delivery. 4. Expanded Service Installation price to include basic installation; field measurements surveyed, documented and coordinated; electrical and telecommunication/data in-feed locations are surveyed, documented and coordinated; attend required coordination meetings with purchaser and other contractors; and creation and implementation of punch list by project manager. Installation & Delivery Services:The service option product discounts include "standard" services only, subject to the conditions listed below. The discounts are "not to exceed" percentages that may be lower as quoted by the servicing dealer dependent on the specific project conditions. Additional charges and services shall be negotiated in advance of the service being performed. - Installation will be performed during normal weekday working hours. - Adequate facilities for delivery, unloading, moving and staging/storing the product during the installation process shall be provided. List prices include freight within the 48 contiguous United States. Shipments outside of the contiguous United States are shipped freight prepaid to point of embarkation with freight costs beyond that point shipped collect.Note:1. Drop Ship, price includes product delivery to the site, the purchaser is responsible for unloading.2. Inside Delivery, price includes All deliveries shall be delivered to the site, unloaded and moved 3. Basic Installation, price includes inside delivery, uncrating, assembly, installation, removal of all debris from premises, installation documents and the bill of materials per the purchaser’s approved plan 25 HERMAN MILLER ‐ CONTRACT 2020000622EXHIBIT A ‐ PRICING SHEETBasic Installation - Normal Hours 3% of List for seating products; 5% of List for all other products (Clinical Casework quoted)Basic Installation - After Hours See rates in option 2 belowExpanded Installation - Normal Hours 5% of List for seating products; 7% of List for all other products (Clinical Casework quoted)Expanded Installation - After Hours See rates in option 2 belowBasic Installation - Normal HoursSee fixed % of Discount In Option 1 aboveBasic Installation - After Hours$52.50 - $86.75Expanded Installation - Normal Hours See fixed % of Discount In Option 1 above Expanded Installation - After Hours $52.50 - $86.75 Design $55.00 - $78.75 Project Management $55.00 - $89.25 Asset Management $55.00 - $89.25 Installation/Reconfiguration of existing product $40.00 - $65.00 Strategic Planning Services $100 - $157.50 Occupancy Planning/CAD Drafter$60.00 - $89.25Build-Out Project Mgt. Services$90.00 - $115.50FFE Mgt. Services$90.00 - $115.50Performance EnvironmentsTo be QuotedRePurpose ProgramTo be Quoted - Herman Miller will work with the customer to determine the best product disposition via our repurpose program3. FIXED STORAGE RANGE RATE / FT² : $1.50/sq.ft - $1.85/sq.ftDESCRIPTIONAMOUNT OR PERCENTAGECustomized Pricing for Sole Source Agreements /Committed VolumeTo Be Negotiated With BuyerProduct Standardization AgreementsTo Be Negotiated With BuyerCustom pricing agreements with BuyerTo Be Negotiated With BuyerCustom Incentives/Rebate agreements with Buyer To Be Negotiated With Buyer4. INCENTIVES: *Each Incentive listed above would be seperately negotiated with the specific buyer and developed based on the level of commitment, preferred vendor status, product standardization, or other commitments from the buyer.2. OPTION #1 - FIXED PERCENTAGE (%) DISCOUNT ON INSTALLATION SERVICES: OPTION #2 - FIXED HOURLY RATE RANGE FOR INSTALLATION AND OTHER ADDITIONAL SERVICES AND SOLUTIONS: 26 HERMAN MILLER ‐ CONTRACT 2020000622EXHIBIT A ‐ PRICING SHEET7) Mora, Compass, and CoStruc casework systems installation to be quoted and approved by the buyer prior to performance of the work.Any additional charges shall be quoted by the dealer and approved by the buyer prior to performance of the work. NTE = Not To Exceed - Major Metro Markets include large population centers and urban environments. 3) Installation in a clinical/medical environment: NTE 1% - 3.5% of list product value4) Special restrictions or limits established by local laws, ordinances or the directions of the buyer, including but not limited to restrictions on transportations of materials, street access to the job site and/or dock facilities: NTE 1% - 3.5% of list product value 5) Installations outside of a 50 mile radius of the servicing dealer: NTE 1% - 2% of list product value.6) Local Prevailing Wage and/or Union Labor Rates 8) Living office installation, software, licenses, and subscriptions will be quoted and approved by the buyer prior to performance of work. - The immediate installation area shall be complete and free of debris including the carpet/flooring before installation commences. - Any work requiring a licensed electrician is the responsibility of the buyer. - Travel expenses will be quoted extraAdditional Charges May Apply For:1) Orders of an aggregate quantity of 1 - 10 chairs, desks, files, peds - NTE $300 fee per delivery. 2) Major Metro Markets and any non-ground floor installation: NTE 1% - 3.5% of list product valueInstallation & Delivery Services:The service option product discounts include "standard" services only, subject to the conditions listed below. The discounts are "not to exceed" percentages that may be lower as quoted by the servicing dealer dependent on the specific project conditions. Additional charges and services shall be negotiated in advance of the service being performed. - Installation will be performed during normal weekday working hours. - Adequate facilities for delivery, unloading, moving and staging/storing the product during the installation process shall be provided. - Service work will shall not be hindered by other trades. - Electric, heat, and adequate elevator service will be furnished without charge.Note:1. Drop Ship, price includes product delivery to the site, the purchaser is responsible for unloading.2. Inside Delivery, price includes All deliveries shall be delivered to the site, unloaded and moved to a designated area in the building. Company is responsible for unloading. 3. Basic Installation, price includes inside delivery, uncrating, assembly, installation, removal of all debris from premises, installation documents and the bill of materials per the purchaser’s approved plan and specifications. 4. Expanded Service Installation price to include basic installation; field measurements surveyed, documented and coordinated; electrical and telecommunication/data in-feed locations are surveyed, documented and coordinated; attend required coordination meetings with purchaser and other contractors; and creation and implementation of punch list by project manager. 27 CONTRACT #: 2020000622 VENDOR #: 308726 EXHIBIT B – SCOPE OF SERVICES 1.1 General Scope. The City is requesting the broadest selection of Office, Education, Classroom and Miscellaneous Furniture, Installation and Related Products and Services offered. The intent of this RFP is to provide the City and Participating Public Agencies with Products and Services to meet their various needs. Therefore, Companies should have demonstrated experience in providing Products and Services as defined in this RFP, including but not limited to the following:  Systems Furniture: A complete and comprehensive catalog of all systems furniture, lines, and accessories available from the Company;  Freestanding Furniture: A complete and comprehensive catalog of all case goods, furniture, (including folding and mobile) desks, tables, and available from the Company;  Seating/Chairs: A complete and comprehensive catalog of office and classroom chairs, tandem seating and other general seating available from the Company;  Soft Seating: A complete and comprehensive catalog selection of soft seating for areas such as commons, libraries, waiting areas and open spaces. Products include, but are not limited to, lounge seating, modular linear seating, tables, and accessories;  Filing Systems, Storage and Equipment: A complete and comprehensive catalog of filing systems including vertical and lateral files, freestanding file cabinets, bookcases, and equipment and accessories available from the Company; and  Related Products, Support Services and Solutions: Related office interior products and design, “Quick Ship”, design and layout, fabric and color design services, installation, systems furniture reconfiguration, assessment tools, and any other related products and services or solutions offered by the Company. 1.2 Product Standards and Guidelines. All products must be manufactured in compliance with all standards including warning labels and safety devices, guard and equipment required to meet the safety standards recognized by industry safety, councils or organizations to establish safety standards such as Occupational Safety and Health Administration (OSHA), National Fire Protection Association (NFPA), National Institute of Occupational Safety and Health (NIOSH), American National Standards Institute (ANSI), Underwriters Laboratories, Inc. (UL), Environmental Protection Agency (EPA), Business Institutional Furniture Manufacturers Association (BIFMA), etc. If a product proposed requires a Material Safety Data Sheet (MSDS) it must accompany each shipment. Additionally, applicable products must meet the following specific standards: • ANSI/HFES and/or BSR/HFES (Human Factors Engineering of Computer Workstations) • CPSIA 1303 or 16 C.F.R 1303 (Ban of Lead-Containing Paint) • ANSI/BIFMA X5.1 (Office Seating), X5.4 (Lounge and Public Seating), X5.5 (Desk Products) X6.1 (Educational Furniture) and e3 (Furniture Sustainability Standard) • California Air Resources Board (CARB) (Formaldehyde Emissions) • California Proposition 65 (Lead and Other Toxic Substances) • California Bureau of Electronic and Appliance Repair, Home Furnishings, and Thermal Insulation (BHFTI) (Technical Bulletin 117) All Products offered must be new, unused, latest design and technology unless otherwise specified. 28 CONTRACT #: 2020000622 VENDOR #: 308726 1.3 Pricing. The Company’s firm fixed percentage (%) discount off a manufacturer price list for each category (defined in Section 1.1) for the life of the contract as Exhibit A. Prices include manufacturer mark up, profit, item cost and storage to allow each customer the ability to calculate and verify discount. 1.3.1 Delivery. The fixed percentage discount is based on the delivery requirements below: 1.3.1.1 Drop Ship: All deliveries shall be delivered to the site. City or Participating Public Agency is responsible for unloading. 1.3.1.2 Inside Delivery: All deliveries shall be delivered to the site, unloaded and moved to a designated area in the building. Company is responsible for unloading. 1.3.2 Installation. The fixed percentage discount, fixed hourly rate, or an hourly rate range is based on the installation requirements below: 1.3.2.1 Basic Installation: Basic installation includes inside delivery, uncrating, assembly, installation, removal of all debris from premises, installation documents and the bill of materials per the purchaser’s approved plan and specifications. 1.3.2.2 Expanded Service Installation: Expanded service installation includes basic installation; field measurements surveyed, documented and coordinated; electrical and telecommunication/data in-feed locations are surveyed, documented and coordinated; attend required coordination meetings with purchaser and other contractors; and creation and implementation of punch list by project manager. 1.3.2.3 Normal Hours: Normal hours are defined as 7:00 am – 5:00 pm local time. 1.3.2.4 After Hours: After hours are defined as evenings, weekends and holidays. 1.3.2.5 Pricing for installation and services such as design, project management, asset management, refurbishment, and other services are priced at a fixed percentage discount, fixed hourly rate, or an hourly rate range for City and all Participating Public Agencies and/or by state. 1.3.2.5.1 Design: Company has the capability to recommend and design appropriate layouts to fit the need of the City and Participating Public Agencies. 1.3.2.5.2 Project Management: Company has the ability to provide project management services to help City and Participating Public Agencies complete their projects on-time and within budget. 1.3.3 Storage is priced at a fixed monthly rate range. 1.3.4 Pricing for any additional related products, services and solutions offered are defined in Exhibit A. All Products provide under this Contract that require assembly and installation should be performed by the Company’s certified installers. All installation work must meet the manufacturer’s specifications and industry standards. Company provided the names and addresses of each certified installer, see Exhibit C – Form 6. All work must be performed according to the standards established by the terms, specifications, and drawings for each project and meet the manufacturer’s specifications and industry standards. It shall be the obligation of the Installer to obtain clarification from the Project 29 CONTRACT #: 2020000622 VENDOR #: 308726 Coordinator concerning questions or conflicts in the specifications and drawings in a timely manner as to not delay the progress of the work. 1.4 Price Adjustments. All proposed pricing shall remain firm for the first year of the subsequent Contract through December 31, 2020. Companies may request price adjustments (increases/decreases) for consideration at least sixty (60) days prior to each anniversary of the Contract effective date. All requests must be submitted in writing to City of Charlotte City Procurement along with documentation of bona fide materials and labor increases for the cost of Products. No adjustment shall be made to compensate a Company for inefficiency in operation or for additional profit. Price decreases shall be accepted at any time during the term of the contract. 1.5 Environmental Purchasing Requirements. The following are applicable items covered by the City’s Sustainable Purchasing Policy that must be accommodated by the Company: Product or Service Examples Environmental Attributes Furniture Desks, chairs, tables, bookshelves Recycled content, recyclability, end of life management Companies provided its environmental attributes in Exhibit C – Form 10. 1.6 New Products and Services. New Products and Services may be added to the resulting Contract(s) during the term of the Contract by written amendment, to the extent that those Products and Services are within the scope of this RFP and include, but will not be limited to, new Product added to the manufacturer’s list offerings, and services which reflect new technology and improved functionality. All requests are subject to review and approval of the City of Charlotte. 1.7 Safety. All Companies and installers or subcontractor performing Services for the City of Charlotte and Participating Public Agencies are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety Occupational Health Standards and any other applicable rules and regulations. The Company and subcontractors shall be held responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site area under this contract. 1.8 Warranty. In Exhibit C – Form 4, the Company addressed each of the following: 1.8.1 Applicable warranty and/or guarantees of furniture and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. 1.8.2 Warranty period start date. The City of Charlotte desires the warranty start at the time of substantial completion. 1.8.3 Availability of replacement parts. 1.8.4 Life expectancy of furniture under normal use. 1.8.5 Detailed information as to proposed return policy on all furniture. 30 CONTRACT #: 2020000622 VENDOR #: 308726 EXHIBIT C – PROPOSAL RESPONSE FORMS 31 Furniture Installation and Related Products and Services | RFP#269-2019-105 Page 45 32 Furniture Installation and Related Products and Services | RFP#269-2019-105 Page 49 33 Page 50 Herman Miller for the City of Charlotte 34 REQUIRED FORM 4 DELIVERY AND WARRANTY Delivery: Company must state the normal delivery time (in calendar days) and any options for expediting delivery: To match your particular product and scheduling needs, we offer these lead time options, 10- Day or Less, 20-Day or Less, Assigned, and Emergency Response. Please see “Additional Programs and Services”. Warranty: Company must detail the following: a. Applicable warranty and/or guarantees of furniture and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. See full Warranty Statements enclosed. Response time to service and/or warranty requests are a top priority with your dealer and our Customer Care and Product Services teams. Standard service inquiries are responded to same day or within one business day of notification. Depending upon parts required, Customer Care and Product Services will clearly outline the next steps and time frame for resolution. b. Warranty period start date. The City of Charlotte desires the warranty start at the time of substantial completion. Herman Miller agreed to requirement via email on October 14, 2019. c. Availability of replacement parts. We want your Herman Miller products to serve your company for a long time, so we design them for easy component replacement while in use and easy disassembly at the end of their useful life. From seating casters and arm pads to work surfaces and replacement tiles, service parts are ordered through and installed by your servicing dealer to protect your investment and ensure your products continue to support your employees for a long time. Replacement parts are warrantied until the original product warranty expires. d. Life expectancy of furniture under normal use. Our products are designed, developed and tested to assure a 12-year life under high-level, multi-shift use. Our products meet, and typically exceed, all industry standards (ANSI, BIFMA, UL, etc.), as well as internally developed requirements that go beyond industry requirements. a. Detailed information as to proposed return policy on all furniture. All product is manufactured by Herman Miller in the specific size, finish, and fabric requested to meet a specific customer application. Due to the customization and variety of applications, requests to return product, outside of warranty situations, are not typically authorized. Any product returned requires the written authorization from Herman Miller prior to return to ensure proper tracking and assessment. 35 Furniture Installation and Related Products and Services | RFP#269-2019-105 Page 13 Proposed Solution Options® Program The process begins when you make a request. We work with you to define the need and propose a product solution—something we modify or develop to meet your specific need. Response is fast; we quote 95 percent of requests in 24 hours. Prices are reasonable— on average, about 5 percent more than standard product. All Herman Miller Options products carry our comprehensive 12-year, 3-shift warranty. Vary Easy® Program Through your dealer, you have nearly limitless choice in modifying standard products. Dealer designers can instantly modify any product that is part of the program and create a 3D image, CAD symbols, and price book page for it. Lead times and pricing for Vary Easy products are the same as for standard products. And Vary Easy products are covered by our comprehensive 12- year, 3-shift warranty. Lead Time Programs for Rapid Shipment We understand that reliable lead times are a crucial element in your planning process and resource allocation. To match your particular product and scheduling needs, we offer these options: • 10-Day or Less: We have the most comprehensive quick-ship program in the industry—and with no quick-ship surcharges. Products available in 10 days or less include a broad vocabulary of standard systems, seating, tables, and filing / storage. • 20-Day or Less: Includes the full breadth of Herman Miller standard products. • Assigned: For customized products. Lead times are assigned based on the requirements of each order. • Emergency Response: This program ships products that are holding up installation within 24 hours. Furniture Disposal Programs Through our furniture disposal solution, your no longer needed assets can be donated to charitable organizations. The purpose of the rePurpose program is to keep used furniture out of landfills. But it does so much more than that. In some cases, fees may apply when disposing furniture. Your Herman Miller and local dealer partner will advise on the best strategy and program for individual agency circumstances . Additional Programs and Services (continued) 36 Our warranty covers everything—including electrical components, casters, pneumatic cylinders, tilts, and all moving mechanisms. It recognizes the changing nature of work and the need for products that can stand up to continuous use. And it means that when warranty work is performed in the U.S. and Canada, Herman Miller foots the bill. At Herman Miller, we work for a better world around you. Our products— and our promise to stand behind their quality 100 percent—are designed to improve your environment whether it’s an office, hospital, school, home, an entire building, or the world at large. A warranty is a promise. Here’s ours: 12 years, 3 shifts, labor included 37 Herman Miller Products 5 years Herman Miller Collection products; C-style flipper door unit with lift-assisted mechanism; Connect™ power and data; Cubert®, Flute ™, and Tone ™ personal task lights; Eames Tables power modules, Exclave® whiteboards, tackboards, and accessories; Flo ® power hub; Formwork® and Ubi™ liners; Keyless Locks; Logic Power Access Solutions™; Logic Reach; Mbrace wall-mounted technology; Ode® lamps; Overlay™ Trellis and Linear light; Procedure/Supply Carts keyless lock bars; Tabetha Tablet Mount, Twist™ LED task light; Ubi USB power module 3 years Herman Miller Collection outdoor products; Compass™ system faucet 2 years Logic Micro Tower; Magis and Mattiazzi branded products from the date of purchase by the original purchaser 1 year Formwork stackable desktop storage; Nelson™ Bubble Lamps ® None Beware of Imitations poster; Exclave eco boards; Girard throw; Maharam Memory 3 game; Maharam pillows; Textiles & Objects poster Herman Miller Materials 5 years Herman Miller proprietary fabrics applied to seating products (exceptions covered under 12-year warranty include: Ace, AireWeave ™ 2, Aristo, Balance, Bingo, Crepe, Dex, Epic, FLEXNET™, Intercept, Leather, Lyris 2™, MCL Leather, Marvel, Mercer, Monologue, 8Z Pellicle®, Rhythm, Strata, and Whisper); Sayl® knit back cover 1 year Herman Miller Design on Textile (DOT™) and Customer’s Own Image (COI) Parts and Components 5 years Electronic ballasts used in task lighting; keyless lock on Compass; mechanical components (drive shaft, motor, etc.) on Locale® height-adjustable surface; mechanical and electrical components on Motia® sit-to-stand tables, Nevi™ sit- to-stand tables, and Nevi Link; Renew ™ sit-to-stand pneumatic counterbalance and crank mechanism; power leg access option on Renew sit-to-stand tables 3 years All service parts; electric motors for Co/Struc® height-adjustable tables 2 years Electrical components (switch, control box, etc.) on Locale height- adjustable surface 1 year Compass system faucet sensors and control box 6 months All other products, parts, and any services not listed above, sold or furnished by Herman Miller or its subsidiaries, except for consumable products such as batteries, dry-erase markers, erasers, light bulbs, fans, and other electronic products for which no warranty is given Other Manufacturers’ Products Herman Miller does not warrant other manufacturers’ product but will pass through to the original purchaser any warranty supplied by other manufacturers to the extent possible, including, but not limited to, open-line laminates. All products sold under the Herman Miller brand, including Herman Miller Healthcare products, Geiger® products, Eames ® aluminum group, Eames Soft PadTM group, Eames executive chairs, and Eames tables, are backed by our 12-year, 3-shift warranty, except as limited or described below. Warranty information for Nemschoff products can be found by visiting nemschoff.com/customer-care/warranty. Warranty information for Maharam ® textiles can be found by visiting maharam.com/site/terms. 38 Provisions that apply to all Herman Miller-branded products and services: Herman Miller, Inc. (“Herman Miller”), 855 East Main Avenue, PO Box 302, Zeeland, Michigan 49464-0302, USA, warrants the products sold by it and its subsidiaries to be free from defects in material and workmanship, regardless of the number of shifts during which the products are used, for the warranty periods specified. This limited warranty covers the sale of Herman Miller product in all countries. Not all of the product lines appearing on this list are marketed by Herman Miller in all countries, and appearance on this list does not imply an offer for sale of a product line in a particular place. Product line availability is defined in current price lists applicable to different regions. During the applicable warranty period, Herman Miller, as its sole obligation, will repair or replace (at its option) any product, part, or component covered by this warranty and sold after the effective date of this warranty, which fails under normal use as a result of a defect in material or workmanship. Herman Miller will repair or replace the aforementioned product, part, or component with a comparable product, part, or component. This warranty extends only to the original purchasers who acquire new product from Herman Miller, its subsidiaries, or its authorized resellers. Any product, part, or component must have been used according to Herman Miller’s published instructions and installed and maintained by a Herman Miller factory-trained technician or an authorized Herman Miller dealer installer. If these requirements are met, warranty coverage will be extended. Any misuse, abuse, or modification to the original product voids the warranty. Herman Miller does not warrant the performance of the product when used in combination with other than original Herman Miller product. Limited warranty only covers Herman Miller provided products, components, and related repair work performed by Herman Miller authorized dealers. The warranty period starts from the date of purchase. This document inclusively describes all of the warranties given and remedies available with respect to the company’s products and services. Herman Miller and its subsidiaries disclaim any other warranty whether express or implied, statutory or otherwise, in relation to the products. Herman Miller does not warrant: • natural variations in wood grain or figure or the presence of character marks • changes in surface finishes, including colorfastness, due to aging, exposure to light or direct sunlight • marks, scars, or wrinkles occurring naturally in leather • veins, marks, voids, fissures, or cracks found naturally in stone • failure resulting from normal wear and tear • pilling of textiles • matching of colors, grains, or textures of natural materials • colorfastness or the matching of colors of textiles or surface finishes, including an exact match to cuttings, samples, or swatch cards • damage, marking, or staining of veneer surfaces due to contact with rubber or similar compounds; damage from sharp objects or imprinting from writing instruments • changes in the decibel level of motors or mechanisms utilized in height- adjustable products • damage or marking of materials or abrading of textiles over time caused by sharp or foreign objects • discoloration of textiles and surface materials due to soiling, stains, or dye transfer from clothing, including denim Herman Miller tests Customer’s Own Material (COM) and other customer- supplied items for manufacturing quality only and does not provide any warranty with regard to these materials. Herman Miller does not warrant products that are exposed to extreme environmental conditions or that have been subject to improper storage. TO THE EXTENT ALLOWED BY LAW, ANY IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED AND TO THE EXTENT THEY ARE LEGALLY REQUIRED, ARE LIMITED IN DURATION TO THE DURATION OF THIS WRITTEN WARRANTY. HERMAN MILLER SHALL NOT BE LIABLE FOR LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. Applies in US only: Some states do not allow limitations on how long an implied warranty lasts or do not allow the exclusion or limitation of incidental or consequential damages, so the limitations or exclusions in the two preceding paragraphs may not apply. This warranty gives the purchaser specific legal rights; however, the purchaser may also have other rights that may vary from state to state. Applies outside US: Except as stated above, Herman Miller will not be liable for any loss or damage (including costs) however caused, whether direct or consequential, incurred or suffered by the purchaser or any third party in respect of the products, but nothing contained herein will or will be considered to exclude or restrict any liability on Herman Miller’s part for death or personal injury resulting from negligence. Effective April 2019 For more information about our products and services or to see a list of dealers, please visit us at hermanmiller.com or call (888) 443 4357. © 2019 Herman Miller, Inc., Zeeland, Michigan ® Y, Herman Miller, Bubble Lamps, Co/Struc, Cubert, Eames, Exclave, Flo, Formwork, Geiger, Locale, Maharam, Motia, Ode, Pellicle, and Sayl are among the registered trademarks of Herman Miller, Inc., and its owned subsidiaries. ™ AireWeave, Compass, Connect, DOT, Eames Soft Pad, FLEXNET, Flute, Lyris 2, Nelson, Nevi, Overlay, Renew, Tone, Twist, and Ubi are among the trademarks of Herman Miller, Inc., and its owned subsidiaries.39 Geiger, 6095 Fulton Industrial Blvd., SW, Atlanta, GA 30336, USA, warrants the products sold by it to be free from defects in material and workmanship, regardless of the number of shifts during which the products are used, for the warranty periods specified below. This warranty covers the sale of Geiger product in all countries. Not all of the product lines appearing on this list are marketed by Geiger in all countries, and appearance on this list does not imply an offer for sale of a product line in a particular place. Product line availability is defined in current price lists applicable to different regions. Geiger Commercial Office Furniture Products 12 years All products sold under the Geiger® brand names, except as limited or described below. Geiger Textile Alliance Program SM Fabrics 3 years Includes, but is not limited to Edelman Leather, Geiger, Herman Miller, Maharam, and Place fabrics. Nonstandard Products 1 – 5 years Warranty length on nonstandard products not covered by the 12- year warranty is identified on individual product quotes. All Other Products, Parts and Services 2 years Height adjustable bases (electrical parts). 5 years Height adjustable bases (mechanical parts). Task light electronic ballasts. 3 years All service parts. 6 months All other products, parts, and any services not listed above, sold or furnished by Geiger, except for consumable products such as light bulbs and other electronic products for which no warranty is given. None For other manufacturers’ products, Geiger will pass through to the original purchaser any warranty supplied by other manufacturers to the extent possible, including, but not limited to, open line laminates. Provisions that apply to all products and services: During the applicable warranty period, Geiger, as its sole obligation, will repair or replace (at its option) any product, part, or component covered by this warranty and sold after the effective date of this warranty, which fails under normal use as a result of a defect in material or workmanship; Geiger will repair or replace the aforementioned product, part, or component with a comparable product, part, or component. This warranty extends only to the original purchasers who acquire new product from Geiger, or its authorized resellers. Any product, part, or component must have been installed, used, and maintained according to Geiger’s published instructions in order to be eligible for coverage under this warranty and must not have been subject to misuse or abuse. Any modification to the original product voids the warranty. Geiger does not warrant the performance of the product when used in combination with other than original Geiger product. The warranty period starts from the date of purchase. This document inclusively describes all of the warranties given and remedies available with respect to the company’s products and services. Geiger disclaims any other warranty whether express or implied, statutory or otherwise, in relation to the products. Geiger Warranty 40 Geiger does not warrant: • natural variations in wood grain or figure or the presence of character marks • changes in surface finishes due to aging or exposure to light • marks, scars, or wrinkles occurring naturally in leather • veins, marks, voids, fissures, or cracks found naturally in stone In addition, Geiger does not warrant: • failure resulting from normal wear and tear • the matching of colors, grains, or textures of natural materials • the colorfastness or the matching of colors of textiles, including an exact match to cuttings or to swatch card • damage, marking, or staining of veneer surfaces due to contact with rubber or similar compounds • damage from sharp objects or imprinting from writing instruments, or • prolonged exposure to direct sunlight Geiger tests Customer’s Own Material (COM) and other customer- supplied items for manufacturing quality only and does not provide any warranty with regard to these materials. Geiger does not warrant products that are exposed to extreme environmental conditions or that have been subject to improper storage. Geiger’s products meet the requirements of the price books and other written publications. TO THE EXTENT ALLOWED BY LAW, ANY IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED AND TO THE EXTENT THEY ARE LEGALLY REQUIRED, ARE LIMITED IN DURATION TO THE DURATION OF THIS WRITTEN WARRANTY. GEIGER SHALL NOT BE LIABLE FOR LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. Applies outside US: Except as stated above, Geiger will not be liable for any loss or damage (including costs) however caused, whether direct or consequential, incurred or suffered by the purchaser or any third party in respect of the products but nothing contained herein will or will be considered to exclude or restrict any liability on Geiger’s part for death or personal injury resulting from negligence. Geiger Warranty (continued) 41 800 203 8916 Phone 920 471 0292 Fax nemschoff.com 2218 Julson Court Sheboygan, WI 53082 A Herman Miller Company ©2019 Nemschoff, Inc. v6 06.2019 Limited Lifetime Warranty Seller warrants the products it manufactures against defects of material and workmanship under normal use and service for the useful life* of the product from the date of shipment provided that the product is in use by the original owner and has been used only for the original purpose. This warranty is void in cases of damage in transit, negligence, user modification, abuse, abnormal usage, improper use of cleaning chemicals, misuse, accidents and improper maintenance. As Buyer’s sole remedy under the warranty, Nemschoff, at its option, will repair or replace defective parts at no charge to the original owner of record. Nemschoff will pay freight charges provided that the replacement or return has previously been authorized by the company under the terms of this warranty. Normal aging and wear of fabrics, filling materials, mechanisms, mechanical components and finishes are exempt from this warranty. With proper use and maintenance, the limitations of our warranty are as follows: 10 years for all mechanisms and mechanical components of Serenity®, Prísto®, Consoul™, Leonard, and Ava® Recliners 12 years for all mechanisms and mechanical components of Nala and Centé® Patient Chairs 5 years for all other mechanisms and mechanical components 5 years for Overbed Tables, Physician and Caregiver Stools 5 years for lighting 5 years on Nemschoff Performance Fabric (NPF) 1 year for electrical outlets 1 year for Privacy Panels (Palisade) 1 year for Resin panel (Terra™ for Treatment Areas) Graded-in fabrics follow the warranty of the textile manufacturer–please reference specific manufacturer's website Customers Own Material (COM) is not covered under warranty THERE IS NO OTHER EXPRESS WARRANTY. SELLER HEREBY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE INDICATED BY BUYER TO SELLER. There are no representations as to the capacity or performance of the products sold hereunder except as set forth in the quotation specifications, if any, and such representations are expressly conditioned upon the correctness of the data furnished by Buyer and upon the products being properly installed and maintained. IT IS EXPRESSLY AGREED THAT THIS REMEDY OF REPAIR, REPLACEMENT OR CREDIT, AT THE SELLER’S OPTION, IS BUYERS EXCLUSIVE REMEDY UNDER THIS WARRANTY. IN NO EVENT SHALL SELLER BE LIABLE FOR CONSEQUENTIAL DAMAGES. 1 of 2 42 800 203 8916 Phone 920 471 0292 Fax nemschoff.com 2218 Julson Court Sheboygan, WI 53082 A Herman Miller Company ©2019 Nemschoff, Inc. v6 06.2019 On equipment furnished by Seller, but manufactured by others, the written warranty, if any, of the manufacturer will be assigned to Buyer. However, Seller does not adopt, and does not guarantee or represent that manufacturer will comply with any of the terms of the warranty of such manufacturer. Seller warrants woven and non-woven upholstery on the NPF program when applied to Seller's products. Warranty covers defects of material and workmanship under normal use and service for five (5) years from the date of shipment. This warranty applies only to the original owner and the original use of the product. This warranty is void in cases of damage in transit, negligence, abuse, abnormal usage, misuse, accidents, and improper cleaning and maintenance. Normal aging and wear of woven and non-woven upholstery are exempt from this warranty. As Buyer's sole remedy under the warranty, Nemschoff, as its option, will repair or replace the material at no charge to the original owner of record. If the material is no longer in manufacture, one of comparable value will be substituted for you. Nemschoff will pay freight charges, provided that the replacement or return has been previously authorized by the company under the terms of this warranty. Expenses incurred by Buyer in repairing or replacing Seller’s product will not be allowed except by written permission of Seller. Seller, in its manufacture and sale of these products, will assume no liability as to possible infringement of patents or copyrights by virtue of the use of said products in combination with other elements or structures, or when manufactured to Buyer’s specifications. * Useful life, as defined by industry standards, is 12 years. 2 of 2 43 Click to edit Master subtitle style Page 1 7 years naughtone warrants to the original purchaser that its products are free from defects in materials and workmanship for a period of 7 y ears from date of delivery, except as noted below. This warranty applies to single shift (standard 8- hour day, 5 days per week) use. Exceptions 5 year s Stacking chairs, metal chair frames, seating components including adjustment mechanisms, height adjustment mechanisms and pneumatic cylinders, monitor supports and tablet arm assembles, wood veneer and low pressure laminate (LPL) surfaces, urethane and wood edge treatments, upholstery/ tailoring and exposed wood frames. Fabric naughtone offers no warranty, either implied or expressed, on any fabrics or leathers used on our products. Fabrics and leathers carry warranties from the fabric manufacturer or reseller. Please refer to each reseller’s warranties before specifying. Because every fabric specification is different and application for use must be taken into consideration, naughtone shall not be held responsible in any manner for wrong specification of fabric for tailoring, wear, durability, or light fastness. Limita ti ons and Excepti ons A )Genera l The warranties set out in Part 1 of Schedule 1: •Provide coverage to the Customer only; •Do not apply to (i) merchandise that was at any time, used as a floor sample or display mode, (ii) any merchandise purchase “as is” or second-hand, (iii) any merchandise purchased at a distress sale or a ‘going out-of business sale, or (iv) any merchandise purchased from a liquidator. The Product Tolerances set out in Schedule 2 shall apply. Products shall not be deemed to be in breach of warranty, or otherwise defective, by reason of an issue that is covered in Schedule 2. All warranties, whether express or implied, cover only normal usage. No warranty, express of implied, applies to any Product condition resulting from misuse, abuse, delivery or transportation damage, nor any Product condition resulting from incorrect or inadequate maintenance, cleaning or care. Warranty is null and void if furniture has been moved from original points of delivery to consumer. Warranty information Schedule 1 Page 1 of 2 March 2019 44 REVISED OCTOBER 2018 A DIVISION OF DESIGN WITHIN REACH | DWRCONTRACT.COM | 1.800.591.6965 Warranty Coverage All products sold by Design Within Reach, Inc., through its contract channel (“DWRC”) are warrantied to be free of defects in material and workmanship appearing within 3 years from the date of purchase, except as otherwise described below. All HAY products sold through the DWRC channel are warrantied to be free of defects in material and workmanship appearing within 2 years from the date of purchase. This warranty is extended only to the original purchaser from DWRC or its authorized reseller, for commercial or institutional use. During the warranty period, as its sole responsibility and as the purchaser’s sole remedy under this warranty, DWRC will provide one of the following remedies, chosen by DWRC in its sole discretion: (a) repair the defective products, (b) replace the defective products with comparable products or (c) refund the purchase price of the defective products. Other Warranties THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ANY OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. Exclusions This warranty is not extended to purchasers for personal, family or household use, and it does not cover any of the following: »Misuse, abuse or modification of the original product »Any product, part or component that has not been used according to applicable published manufacturer instructions (and installed and maintained by a DWRC-designated factory-trained technician or dealer installer) »Natural variations in wood grain or figure or presence of character marks »Changes in surface finishes, including colorfastness, due to aging or exposure to light »Marks, scars or wrinkles occurring naturally in leather »Veins, marks, voids, fissures or cracks found naturally in stone »Failure resulting from normal wear and tear »Pilling of textiles »Matching of colors, grains or textures of natural materials »Colorfastness or matching of colors of textiles or surface finishes, including an exact match to cuttings, samples or swatch cards »Damage, marking or staining of veneer surfaces due to contact with rubber or similar compounds, sharp objects or writing instruments »Changes in the decibel level of motors or mechanisms used in height-adjustable products »Damage or marking of materials or abrading of textiles over time caused by sharp or foreign objects »Discoloration of textiles and surface materials due to soiling, stains or dye transfer from clothing, including denim »Products that have been exposed to extreme environmental conditions or that have been improperly stored Limitation of Liability DWRC WILL NOT BE SUBJECT TO ANY OBLIGATIONS OR LIABILITIES OTHER THAN THOSE SET FORTH IN THIS DOCUMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR UNDER OTHER THEORIES OF LAW OR EQUITY, WITH RESPECT TO ITS PRODUCTS, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO, AND IN NO EVENT WILL DWRC BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR CONTINGENT DAMAGES WHATSOEVER. Without limiting the generality of the foregoing, DWRC specifically disclaims any liability for penalties, special damages, damages for lost profits or revenues, downtime, lost good will, cost of capital, cost of substitute goods or services or any other types of economic loss. 45 46 2-year warren ty Nine United Denmark A/S designs and manufactures furniture under the trademark HAY. All products are manufactured in accordance with the highest standards and to meet our high standards in quality and production and a 2-year warrenty is given. The 2-year warrenty covers materials and/or workmanship on frame or upholstery. The guarantee is valid from the date on the original invoice. The warrenty does not apply in the following situations: / if the products has been stored or assembled wrongly. / if the product has been abused or misused, altered or cleaned using wrong cleaning methods. / damage due to normal wear and tear, cuts or scratches, or damage caused by impact or accidents. / if the product has been placed outdoors or in a humid environment. / in cases of consequential or incidental damage. Nine United Denmark A/S is dedicated to the design and production of of durable furniture designed to last. We put great effort into choosing materials focusing on hard wearing qualities to help us secure the long life span of the product. Nine United Denmark A/S reserves the right to alter or stop the production of selected items without prior notice. The warrenty is valid from January 1, 2015. Nine United Denmark A/S Havnen 1 8700 Horsens Denmark / www.hay.dk / +45 4282 0282 HAY 47 48 49 50 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 Reggie McKenzie Industrial Materials Supplier M Supply Source Options LLC Supplier M Ventura Manufacturing Supplier M Gill Industries Supplier W H&H Metal Source Inc Supplier W Proos Manufacturing Supplier W Soundtech Inc Supplier W Nuvar Inc Supplier W Total MBE Utilization 0 % Total WBE Utilization 10 % Total SBE Utilization 0 % Total MWSBE Utilization 10 % Representative (signed): ________________________________________________________ _______________ _____________________________ Date Representative Name 9/26/2019 Kavy Lenon 51 52 REQUIRED FORM 6 Provide the names and addresses of each certified installer/subcontractor by geographical area. In North America, U.S. Territories and Outlying Areas, Herman Miller products are distributed through a network of over 110 Authorized and Certified Dealers, with almost 230 locations. They provide both products and services and are committed to meeting our quality standards. You can see a list of Herman Miller dealers in your area by visiting www.hermanmiller.com/dealers. 53 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 REQUIRED FORM 10 – ENVIRONMENTAL PURCHASING RESPONSES RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES Companies shall complete and submit the form below regarding the products or supplies required to perform the Services. Question Response Recycled Content. Products must contain a certain percentage of recycled content. Please include the amount of recycled content, both pre- and post-consumer, included in your product. Herman Miller’s Design for Environment protocol focuses on maintaining our high standards while incorporating increasingly more environmentally sustainable materials into our new product designs. Our goal is to maximize the amount of recycled content and recyclability of a product at the end of its useful life. For more information on recycled content for products, please refer to please refer to the “Environmental Calculator” (ecomedes) on our website: hermanmiller.ecomedes.com. Recyclability. Please include the types of materials included in your product, and if they are considered recyclable in typical municipal recycling streams. For recyclability percentages of specific products, please refer to please refer to the “Environmental Calculator” (ecomedes) on our website: hermanmiller.ecomedes.com. Biodegradability. Products must be capable of decomposing under natural conditions. Please state whether each Product offered in your proposal is biodegradable. Our products are not biodegradable. Compostability. Products must be capable of composting at a commercial composting facility. Please state whether each product offered in your proposal is compostable. Not Applicable to our products. For many years, we have reported to the EPA WasteWise program with a focus on diverting materials from a landfill----including composting. Our most current 2019 reporting indicated 387.75 tons (775,504 pounds) of material composted. This includes paper towels from bathrooms along with utensils/plates/food waste from our on-site cafeterias. Energy Consumption. Please include the total amount of energy consumed for product or service manufacture, use and disposal. Different sources of energy are associated with different environmental impacts. We use processes that eliminate waste from our facilities, borrow the water we need and manage it well, reduce energy intensity, and use renewable forms of energy. In FY2017, Herman Miller consumed 96,600 Megawatt hours or $42.2 Megawatt hours/$ million sales 54 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 Energy Efficiency. Products must meet or exceed the Department of Energy (DOE) and Environmental Protection Agency criteria for use of the ENERGY STAR trademark label; or is in the upper 25% of efficiency for all similar products as designated by the U.S. Department of Energy’s Federal Energy Management Program. Not Applicable to our products. Water Efficiency. Eligible products must meet or exceed the Environmental Protection Agency’s WaterSense program or be water-efficient or low-flow fixtures. Not Applicable to our products. Low VOCs. Products should contain low or no volatile organic compounds (VOCs). Please indicate any VOC content in each applicable product offered in your proposal. For VOC content information of specific products, please refer to please refer to the “Environmental Calculator” (ecomedes) on our website: hermanmiller.ecomedes.com. Reduced Packaging. Please include any efforts made to reduce the packaging of the products included in this proposal. Larger scale domestic orders allow the use of minimal packaging, such as bulk packaging and blanket wrapping. Bulk packaging examples include stretch wrapping up to 40 worksurfaces or screens to a pallet, thus eliminating an individual box and multiple pieces of protective foam for each product. Another common bulk pack example includes placing up to 48 pieces of cladding in a single box with pallet truck access and a “zip-line” opening to allow easy access at the point of delivery. Blanket wrapping typically involves seating and metal storage products. In this scenario we wrap products in reusable blankets and ship them directly from the plant to the installation site. The transit company brings the blankets back to Herman Miller for a closed-loop packaging reuse system. Bulk packaging and blanket wrapping not only eliminate the need for corrugated boxes, foams and plastics, but typically increase unloading time by 25% or more, with similar savings in disposal reduction and transit efficiency. Pollution Prevention. Please state your company’s policy on source reduction. The Pollution Prevention Act defines source reduction to mean any practice that: (1) Reduces the amount of any hazardous substance, pollutant or contaminant entering any waste stream or Herman Miller Safety and Sustainability Policy At Herman Miller, we approach safety and sustainability two ways. From the top down, we set goals for safety and sustainability and make performance to these goals part of our CEO’s scorecard. 55 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 otherwise released into the environment (including fugitive emissions) prior to recycling, treatment or disposal, and (2) Reduces the hazards to public health and the environment associated with the release of such substances, pollutants or contaminants. The term includes: equipment or technology modifications, process or procedure modifications, reformulation or redesign of products, substitution of raw materials, and improvements in housekeeping, maintenance, training or inventory control. From the bottom up, we empower people with a passion for wellness and responsibility to lead by example and through organized programs. These approaches meet in the middle, always striving to improve through commitments to: Living, Working, and Being Safe Promoting safety knowledge, well-being both at work and at home, and the prevention of injuries and ill health. Being Resource Smart Acting on the prevention of pollution, the elimination of all forms of waste, and the efficient use of all resources. Being Eco Inspired Advocating for better, more sustainable products with safer material chemistry. Being Community Driven Sharing best practices with all stakeholders and going beyond compliance with regulations and other requirements. Life Cycle Management. Please state how many times your product may be reused. (Since reusable products generally require more upfront costs than disposable products, they are often subjected to a cost/benefit analysis in order to determine the life cycle cost). As part of our Design for the Environment process, life cycle impacts are considered when making material choices. Additionally, full life cycle assessments (LCAs) have been conducted for major product categories/product lines. Herman Miller has been using LCAs since 2006 to identify the potential environmental impacts of our products. We perform life cycle analysis specifically according to ISO documents 14040 and 14044 and we conform to the most recent respective Product Category Rules for Environmental Product Declarations (EPDs). EPDs are now available for the majority of our performance seating products. End of Life Management. Will the manufacturer or designee accept the product back at the end-of-life? (who pays for the transportation of the product may be situation-specific). The Herman Miller rePurpose program is an industry-leading resource for managing surplus corporate assets, including furniture, equipment, and supplies. By employing a thoughtful combination of resale, recycling, and donation on each project, rePurpose ensures assets reach their best destination. The rePurpose program is a single-source approach, which saves time and money, eliminates liability, and keeps 99 percent of product out of landfills. Fees for rePurpose vary based on size and scope. 56 CONTRACT #: 2020000622 VENDOR #: 308726 EXHIBIT D – FEDERAL CONTRACT TERMS AND CONDITIONS This Exhibit is attached and incorporated into the Furniture, Installation, and Related Products and Services (the “Contract") between the City of Charlotte and Herman Miller, Inc. (the “Company”). Capitalized terms not defined in this Exhibit shall have the meanings assigned to such terms in the Contract. In the event of a conflict between this Exhibit and the terms of the main body of the Contract or any other exhibit or appendix, the terms of this Exhibit shall govern. 1. Debarment and Suspension. The Company represents and warrants that, as of the Effective Date of the Contract, neither the Company nor any subcontractor or subconsultant performing work under this Contract (at any tier) is included on the federally debarred bidder’s list listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” If at any point during the Contract term the Company or any subcontractor or subconsultant performing work at any tier is included on the federally debarred bidder’s list, the Company shall notify the City immediately. The Company’s completed Form 8 – Vendor Debarment Certification is incorporated herein as Form D.1 below. 2. Record Retention. The Company certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The Company further certifies that it will retain all records as required by 2 CFR § 200.333 for a period of three (3) years after it receives City notice that the City has submitted final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. 3. Procurement of Recovered Materials. The Company represents and warrants that in its performance under the Contract, the Company shall 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. 4. Clean Air Act and Federal Water Pollution Control Act. The Company 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). 5. Energy Efficiency. The Company certifies that the Company will be in compliance 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 Act (Pub. L. 94-163, 89 Stat. 871). 6. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). The Company certifies that: 6.1. No federal appropriated funds have been paid or will be paid, by or on behalf of the Company, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal Loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of and Federal contract, grant, loan, or cooperative agreement. 57 CONTRACT #: 2020000622 VENDOR #: 308726 6.2. If any funds other than federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the Company shall complete and submit Standard Form—LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96)]. 6.3. The Company shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. 6.4. The Company’s completed Form 9 –Byrd Anti-Lobbying Certification is incorporated herein as Form D.2 below. 7. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). If the Contract is in excess of $100,000 and involves the employment of mechanics or laborers, the Company must comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, the Company is required to compute the wages of every mechanic and laborer on the basis of a standard work week of forty (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 forty (40) hours in the work week. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or purchases of transportation or transmission of intelligence. 8. Right to Inventions. If the federal award is a “funding agreement” under 37 CFR 401.2 and the City wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment of performance or experimental, developmental or research work thereunder, the City must comply with 37 CFR Part 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. 9. DHS Seal, Logo, and Flags. The Company shall not use the Department of Homeland Security (“DHS”) seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. 10. The Federal Government is not a party to this Contract and is not subject to any obligations or liabilities to the City, Company, or any other party pertaining to any matter resulting from the Contract. 11. Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). In its performance under the Contract, the Company shall comply with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, the Company is 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, the Company is required to pay wages not less than once a week. 12. Copeland “Anti-Kickback” Act (40 U.S.C. 3145). In its performance under the Contract, the Company shall comply with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), 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”). The Act provides that the Company is 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. 58 CONTRACT #: 2020000622 VENDOR #: 308726 13. Equal Employment Opportunity. In its performance under the Contract, the Company shall comply with the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 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 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” 59 60 61 Region 4 Education Service Center (ESC) Contract # R191804 for Furniture, Installation and Related Services with The HON Company LLC Effective: May 1, 2020 The following documents comprise the executed contract between the Region 4 Education Service Center and the HON Company LLC effective May 1, 2020: I. Vendor Contract and Signature Form II.Supplier’s Response to the RFP, incorporated by reference CONTRACT 1 APPENDIX A CONTRACT This Contract (“Contract”) is made as of __________, 2020 by and between (“Contractor”) and Region 4 Education Service Center (“Region 4 ESC”) for the purchase of Furniture, Installation, and Related Services (“the products and services”). RECITALS WHEREAS, Region 4 ESC issued Request for Proposals Number RFP #19-18 for Furniture, Installation, and Related Services (“RFP”), to which Contractor provided a response (“Proposal”); and WHEREAS, Region 4 ESC selected Contractor’s Proposal and wishes to engage Contractor in providing the services/materials described in the RFP and Proposal; WHEREAS, both parties agree and understand the following pages will constitute the Contract between the Contractor and Region 4 ESC, having its principal place of business at 7145 West Tidwell Road, Houston, TX 77092. WHEREAS, Contractor included, in writing, any required exceptions or deviations from these terms, conditions, and specifications; and it is further understood that, if agreed to by Region 4 ESC, said exceptions or deviations are incorporated into the Contract. WHEREAS, this Contract consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth below shall control. WHEREAS, the Contract will provide that any state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”) may purchase products and services at prices indicated in the Contract upon the Public Agency’s registration with OMNIA Partners. 1)Term of agreement. The term of the Contract is for a period of three (3) years unless terminated, canceled or extended as otherwise provided herein. Region 4 ESC shall have the right to renew the Contract for two (2) additional one-year periods or portions thereof. Region 4 ESC shall review the Contract prior to the renewal date and notify the Contractor of Region 4 ESC’s intent renew the Contract. Contractor may elect not to renew by providing three hundred sixty-five days’ (365) notice to Region 4 ESC. Notwithstanding the expiration of the initial term or any subsequent term or all renewal options, Region 4 ESC and Contractor may mutually agree to extend the term of this Agreement. Contractor acknowledges and understands Region 4 ESC is under no obligation whatsoever to extend the term of this Agreement. 2) Scope: Contractor shall perform all duties, responsibilities and obligations, set forth in this agreement, and described in the RFP, incorporated herein by reference as though fully set forth herein. April 28the HON Company LLC CONTRACT 2 3) Form of Contract. The form of Contract shall be the RFP, the Offeror’s proposal and Best and Final Offer(s). 4) Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted by Region 4 ESC, the following order of precedence shall prevail: i. This Contract ii. Offeror’s Best and Final Offer iii. Offeror’s proposal iv. RFP and any addenda 5) Commencement of Work. The Contractor is cautioned not to commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order for such work or is otherwise directed to do so in writing by Region 4 ESC. 6) Entire Agreement (Parol evidence). The Contract, as specified above, represents the final written expression of agreement. All agreements are contained herein and no other agreements or representations that materially alter it are acceptable. 7) Assignment of Contract. No assignment of Contract may be made without the prior written approval of Region 4 ESC. Contractor is required to notify Region 4 ESC when any material change in operations is made (i.e. bankruptcy, change of ownership, merger, etc.). 8) Novation. If Contractor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor in interest must guarantee to perform all obligations under this Contract. Region 4 ESC reserves the right to accept or reject any new party. A change of name agreement will not change the contractual obligations of Contractor. 9) Contract Alterations. No alterations to the terms of this Contract shall be valid or binding unless authorized and signed by Region 4 ESC. 10) Adding Authorized Distributors/Dealers. Contractor is prohibited from authorizing additional distributors or dealers, other than those identified at the time of submitting their proposal, to sell under the Contract without notification and prior written approval from Region 4 ESC. Contractor must notify Region 4 ESC each time it wishes to add an authorized distributor or dealer. Purchase orders and payment can only be made to the Contractor unless otherwise approved by Region 4 ESC. Pricing provided to members by added distributors or dealers must also be less than or equal to the Contractor’s pricing. 11) TERMINATION OF CONTRACT a) Cancellation for Non-Performance or Contractor Deficiency. Region 4 ESC may terminate the Contract if purchase volume is determined to be low volume in any 12-month period. Region 4 ESC reserves the right to cancel the whole or any part of this Contract due to failure by Contractor to carry out any obligation, term or condition of the contract. Region 4 ESC may issue a written deficiency notice to Contractor for acting or failing to act in any of the following: i. Providing material that does not meet the specifications of the Contract; ii. Providing work or material was not awarded under the Contract; iii. Failing to adequately perform the services set forth in the scope of work and specifications; CONTRACT 3 iv. Failing to complete required work or furnish required materials within a reasonable amount of time; v. Failing to make progress in performance of the Contract or giving Region 4 ESC reason to believe Contractor will not or cannot perform the requirements of the Contract; or vi. Performing work or providing services under the Contract prior to receiving an authorized purchase order. Upon receipt of a written deficiency notice, Contractor shall have ten (10) days to provide a satisfactory response to Region 4 ESC. Failure to adequately address all issues of concern may result in Contract cancellation. Upon cancellation under this paragraph, all goods, materials, work, documents, data and reports prepared by Contractor under the Contract shall immediately become the property of Region 4 ESC. b) Termination for Cause. If, for any reason, Contractor fails to fulfill its obligation in a timely manner, or Contractor violates any of the covenants, agreements, or stipulations of this Contract Region 4 ESC reserves the right to terminate the Contract immediately and pursue all other applicable remedies afforded by law. Such termination shall be effective by delivery of notice, to the Contractor, specifying the effective date of termination. In such event, all documents, data, studies, surveys, drawings, maps, models and reports prepared by Contractor will become the property of the Region 4 ESC. If such event does occur, Contractor will be entitled to receive just and equitable compensation for the satisfactory work completed on such documents. c) Delivery/Service Failures. Failure to deliver goods or services within the time specified, or within a reasonable time period as interpreted by the purchasing agent or failure to make replacements or corrections of rejected articles/services when so requested shall constitute grounds for the Contract to be terminated. In the event Region 4 ESC must purchase in an open market, Contractor agrees to reimburse Region 4 ESC, within a reasonable time period, for all expenses incurred. i) Additional Delivery/Installation Charges: Contractor may enter into additional negotiations with a purchasing agency for additional delivery or installation charges based on onerous conditions. Additional delivery and/or installation charges may only be charged if mutually agreed upon by the purchasing agency and Contractor and can only be charged on a per individual project basis. d) Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the United States or the State of Texas or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty. CONTRACT 4 e) Standard Cancellation. Region 4 ESC may cancel this Contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order. 12) Licenses. Contractor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by Contractor. Contractor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the Contract. Region 4 ESC reserves the right to stop work and/or cancel the Contract if Contractor’s license(s) expire, lapse, are suspended or terminated. 13) Survival Clause. All applicable software license agreements, warranties or service agreements that are entered into between Contractor and Region 4 ESC under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Contractor shall survive expiration or termination of the Contract. 14) Delivery. Conforming product shall be shipped within 7 days of receipt of Purchase Order. If delivery is not or cannot be made within this time period, the Contractor must receive authorization for the delayed delivery. The order may be canceled if the estimated shipping time is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and shall be included in all pricing offered unless otherwise clearly stated in writing. 15) Inspection & Acceptance. If defective or incorrect material is delivered, Region 4 ESC may make the determination to return the material to the Contractor at no cost to Region 4 ESC. The Contractor agrees to pay all shipping costs for the return shipment. Contractor shall be responsible for arranging the return of the defective or incorrect material. 16) Payments. Payment shall be made after satisfactory performance, in accordance with all provisions thereof, and upon receipt of a properly completed invoice. 17) Price Adjustments. Should it become necessary or proper during the term of this Contract to make any change in design or any alterations that will increase price, Region 4 ESC must be notified immediately. Price increases must be approved by Region 4 ESC and no payment for additional materials or services, beyond the amount stipulated in the Contract shall be paid without prior approval. All price increases must be supported by manufacturer documentation, or a formal cost justification letter. Contractor must honor previous prices for thirty (30) days after approval and written notification from Region 4 ESC. It is the Contractor’s responsibility to keep all pricing up to date and on file with Region 4 ESC. All price changes must be provided to Region 4 ESC, using the same format as was provided and accepted in the Contractor’s proposal. Price reductions may be offered at any time during Contract. Special, time-limited reductions are permissible under the following conditions: 1) reduction is available to all users equally; 2) reduction is for a specific period, normally not less than thirty (30) days; and 3) original price is not exceeded after the time-limit. Contractor shall offer Region 4 ESC any published price reduction during the Contract term. 18) Audit Rights. Contractor shall, at its sole expense, maintain appropriate due diligence of all purchases made by Region 4 ESC and any entity that utilizes this Contract. Region 4 ESC reserves the right to audit the accounting for a period of three (3) years from the time such CONTRACT 5 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. Region 4 ESC shall have the authority to conduct random audits of Contractor’s pricing at Region 4 ESC's sole cost and expense. Notwithstanding the foregoing, in the event that Region 4 ESC is made aware of any pricing being offered that is materially inconsistent with the pricing under this agreement, Region 4 ESC shall have the ability to conduct an extensive audit of Contractor’s pricing at Contractor’s sole cost and expense. Region 4 ESC may conduct the audit internally or may engage a third- party auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 4 ESC. 19) Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor may substitute a new product or model if the replacement product meets or exceeds the specifications and performance of the discontinued model and if the discount is the same or greater than the discontinued model. 20) New Products/Services. New products and/or services that meet the scope of work may be added to the Contract. Pricing shall be equivalent to the percentage discount for other products. Contractor may replace or add product lines if the line is replacing or supplementing products, is equal or superior to the original products, is discounted similarly or greater than the original discount, and if the products meet the requirements of the Contract. No products and/or services may be added to avoid competitive procurement requirements. Region 4 ESC may require additions to be submitted with documentation from Members demonstrating an interest in, or a potential requirement for, the new product or service. Region 4 ESC may reject any additions without cause. 21) Options. Optional equipment for products under Contract may be added to the Contract at the time they become available under the following conditions: 1) the option is priced at a discount similar to other options; 2) the option is an enhancement to the unit that improves performance or reliability. 22) Warranty Conditions. All supplies, equipment and services shall include manufacturer's minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in writing. 23) Site Cleanup. Contractor shall clean up and remove all debris and rubbish resulting from their work as required or directed. Upon completion of the work, the premises shall be left in good repair and an orderly, neat, clean, safe and unobstructed condition. 24) Site Preparation. Contractor shall not begin a project for which the site has not been prepared, unless Contractor does the preparation work at no cost, or until Region 4 ESC includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre-installation requirements. 25) Registered Sex Offender Restrictions. For work to be performed at schools, Contractor agrees no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or are reasonably expected to be present. Contractor agrees a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at Region 4 ESC’s discretion. Contractor must identify any additional costs associated with compliance of this CONTRACT 6 term. If no costs are specified, compliance with this term will be provided at no additional charge. 26) Safety measures. Contractor shall take all reasonable precautions for the safety of employees on the worksite and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Contractor shall post warning signs against all hazards created by its operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. 27) Smoking. Persons working under the Contract shall adhere to local smoking policies. Smoking will only be permitted in posted areas or off premises. 28) Stored materials. Upon prior written agreement between the Contractor and Region 4 ESC, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials must be provided to Region 4 ESC prior to payment. Such materials must be stored and protected in a secure location and be insured for their full value by the Contractor against loss and damage. Contractor agrees to provide proof of coverage and additionally insured upon request. Additionally, if stored offsite, the materials must also be clearly identified as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary. Until final acceptance by Region 4 ESC, it shall be the Contractor's responsibility to protect all materials and equipment. Contractor warrants and guarantees that title for all work, materials and equipment shall pass to Region 4 ESC upon final acceptance. 29) Funding Out Clause. A Contract for the acquisition, including lease, of real or personal property is a commitment of Region 4 ESC’s current revenue only. Region 4 ESC retains the right to terminate the Contract at the expiration of each budget period during the term of the Contract and is conditioned on a best effort attempt by Region 4 ESC to obtain appropriate funds for payment of the contract. 30) Indemnity. Contractor shall protect, indemnify, and hold harmless both Region 4 ESC and its administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the Contractor, Contractor employees or subcontractors in the preparation of the solicitation and the later execution of the Contract. Any litigation involving either Region 4 ESC, its administrators and employees and agents will be in Harris County, Texas. 31) Marketing. Contractor agrees to allow Region 4 ESC to use their name and logo within website, marketing materials and advertisement. Any use of Region 4 ESC name and logo or any form of publicity, inclusive of press releases, regarding this Contract by Contractor must have prior approval from Region 4 ESC. 32) Certificates of Insurance. Certificates of insurance shall be delivered to the Region 4 ESC prior to commencement of work. The Contractor shall give Region 4 ESC a minimum of ten (10) days’ notice prior to any modifications or cancellation of policies. The Contractor shall require all subcontractors performing any work to maintain coverage as specified. 33) Legal Obligations. It is Contractor’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services and shall comply with all laws CONTRACT 7 while fulfilling the Contract. Applicable laws and regulation must be followed even if not specifically identified herein. 34) Tariff Surcharges: Contractor has the option to charge a surcharge, as an additional line item, if approved by the purchasing agency. All surcharges must be based on a percentage of total order and must be approved by Region 4 prior to use. The HON Company Solicitation Number 19-18 Request for Proposal (RFP) by Region 4 Education Service Center (“ESC”) for Furniture and Installation Table of Contents Tab 1 Draft Contract & Signature Form a. Appendix A – Draft Contract b. Offer & Contract Signature Form c. Appendix B – Terms & Conditions Acceptance Form d. Amendment 1 e. Certificate of Insurance Tab 2 Products/Pricing a. Discount Matrix b. Services Pricing c. Electronic Catalog d. Order to Delivery Brochure Tab 3 Performance a. Appendix D, Exhibit A b. Appendix D, Exhibit B (redlined) c. Appendix F, Federal Funds Certifications d. Appendix G, New Jersey Business Compliance e. Evaluation Criteria Response f. D&B Report – The HON Company LLC g. D&B Report – HNI Corporation h. HON Full Lifetime Warranty i. HON Limited 5-year Warranty Tab 4 Qualifications & Experience a. References Tab 5 Value Add a. Value-Added Services Tab 6 Additional Required Documents a. Appendix C, Doc 1 – Open Records Policy b. Appendix C, Doc 2 – Antitrust Certification Statement c. Appendix C, Doc 3 – Implementation House Bill 1295 Certificate of Interested Parties ◦ 1295 Certificate of Interested Parties d. Appendix C, Doc 4 – Texas Government Code 2270 Verification Form e. Appendix C, Doc 5 – Special Conditions f. Appendix C, Doc 6 – Questionnaire Tab 1 – Draft Contract & Signature Form CONTRACT 1 1 APPENDIX A DRAFT CONTRACT This Contract (“Contract”) is made as of , 2020 by and between (“Contractor”) and Region 4 Education Service Center (“Region 4 ESC”) for the purchase of products and services”). (“the RECITALS WHEREAS, Region 4 ESC issued Request for Proposals Number R for (“RFP”), to which Contractor provided a response (“Proposal”); and WHEREAS, Region 4 ESC selected Contractor’s Proposal and wishes to engage Contractor in providing the services/materials described in the RFP and Proposal; WHEREAS, both parties agree and understand the following pages will constitute the Contract between the Contractor and Region 4 ESC, having its principal place of business at 7145 West Tidwell Road, Houston, TX 77092. WHEREAS, Contractor included, in writing, any required exceptions or deviations from these terms, conditions, and specifications; and it is further understood that, if agreed to by Region 4 ESC, said exceptions or deviations are incorporated into the Contract. WHEREAS, this Contract consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth below shall control. WHEREAS, the Contract will provide that any state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”) may purchase products and services at prices indicated in the Contract upon the Public Agency’s registration with OMNIA Partners. 1) Term of agreement. The term of the Contract is for a period of three (3) years unless terminated, canceled or extended as otherwise provided herein. Region 4 ESC shall have the right to renew the Contract for two (2) additional one-year periods or portions thereof. Region 4 ESC shall review the Contract prior to the renewal date and notify the Contractor of Region 4 ESC’s intent renew the Contract. Contractor may elect not to renew by providing three hundred sixty-five days’ (365) notice to Region 4 ESC. Notwithstanding the expiration of the initial term or any subsequent term or all renewal options, Region 4 ESC and Contractor may mutually agree to extend the term of this Agreement. Contractor acknowledges and understands Region 4 ESC is under no obligation whatsoever to extend the term of this Agreement. 2) Scope: Contractor shall perform all duties, responsibilities and obligations, set forth in this agreement, and described in the RFP, incorporated herein by reference as though fully set forth herein. CONTRACT 2 1 3) Form of Contract. The form of Contract shall be the RFP, the Offeror’s proposal and Best and Final Offer(s). 4) Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted by Region 4 ESC, the following order of precedence shall prevail: i. This Contract ii. Offeror’s Best and Final Offer iii. Offeror’s proposal iv. RFP and any addenda 5) Commencement of Work. The Contractor is cautioned not to commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order for such work or is otherwise directed to do so in writing by Region 4 ESC. 6) Entire Agreement (Parol evidence). The Contract, as specified above, represents the final written expression of agreement. All agreements are contained herein and no other agreements or representations that materially alter it are acceptable. 7) Assignment of Contract. No assignment of Contract may be made without the prior written approval of Region 4 ESC. Contractor is required to notify Region 4 ESC when any material change in operations is made (i.e. bankruptcy, change of ownership, merger, etc.). 8) Novation. If Contractor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor in interest must guarantee to perform all obligations under this Contract. Region 4 ESC reserves the right to accept or reject any new party. A change of name agreement will not change the contractual obligations of Contractor. 9) Contract Alterations. No alterations to the terms of this Contract shall be valid or binding unless authorized and signed by Region 4 ESC. 10) Adding Authorized Distributors/Dealers. Contractor is prohibited from authorizing additional distributors or dealers, other than those identified at the time of submitting their proposal, to sell under the Contract without notification and prior written approval from Region 4 ESC. Contractor must notify Region 4 ESC each time it wishes to add an authorized distributor or dealer. Purchase orders and payment can only be made to the Contractor unless otherwise approved by Region 4 ESC. Pricing provided to members by added distributors or dealers must also be less than or equal to the Contractor’s pricing. 11) TERMINATION OF CONTRACT a) Cancellation for Non-Performance or Contractor Deficiency. Region 4 ESC may terminate the Contract if purchase volume is determined to be low volume in any 12-month period. Region 4 ESC reserves the right to cancel the whole or any part of this Contract due to failure by Contractor to carry out any obligation, term or condition of the contract. Region 4 ESC may issue a written deficiency notice to Contractor for acting or failing to act in any of the following: i. Providing material that does not meet the specifications of the Contract; ii. Providing work or material was not awarded under the Contract; iii. Failing to adequately perform the services set forth in the scope of work and specifications; CONTRACT 3 1 iv. Failing to complete required work or furnish required materials within a reasonable amount of time; v. Failing to make progress in performance of the Contract or giving Region 4 ESC reason to believe Contractor will not or cannot perform the requirements of the Contract; or vi. Performing work or providing services under the Contract prior to receiving an authorized purchase order. Upon receipt of a written deficiency notice, Contractor shall have ten (10) days to provide a satisfactory response to Region 4 ESC. Failure to adequately address all issues of concern may result in Contract cancellation. Upon cancellation under this paragraph, all goods, materials, work, documents, data and reports prepared by Contractor under the Contract shall immediately become the property of Region 4 ESC. b) Termination for Cause. If, for any reason, Contractor fails to fulfill its obligation in a timely manner, or Contractor violates any of the covenants, agreements, or stipulations of this Contract Region 4 ESC reserves the right to terminate the Contract immediately and pursue all other applicable remedies afforded by law. Such termination shall be effective by delivery of notice, to the Contractor, specifying the effective date of termination. In such event, all documents, data, studies, surveys, drawings, maps, models and reports prepared by Contractor will become the property of the Region 4 ESC. If such event does occur, Contractor will be entitled to receive just and equitable compensation for the satisfactory work completed on such documents. c) Delivery/Service Failures. Failure to deliver goods or services within the time specified, or within a reasonable time period as interpreted by the purchasing agent or failure to make replacements or corrections of rejected articles/services when so requested shall constitute grounds for the Contract to be terminated. In the event Region 4 ESC must purchase in an open market, Contractor agrees to reimburse Region 4 ESC, within a reasonable time period, for all expenses incurred. i) Additional Delivery/Installation Charges: Contractor may enter into additional negotiations with a purchasing agency for additional delivery or installation charges based on onerous conditions. Additional delivery and/or installation charges may only be charged if mutually agreed upon by the purchasing agency and Contractor and can only be charged on a per individual project basis. d) Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the United States or the State of Texas or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty. CONTRACT 4 1 e) Standard Cancellation. Region 4 ESC may cancel this Contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order. 12) Licenses. Contractor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by Contractor. Contractor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the Contract. Region 4 ESC reserves the right to stop work and/or cancel the Contract if Contractor’s license(s) expire, lapse, are suspended or terminated. 13) Survival Clause. All applicable software license agreements, warranties or service agreements that are entered into between Contractor and Region 4 ESC under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Contractor shall survive expiration or termination of the Contract. 14) Delivery. Conforming product shall be shipped within the timeframe mutually agreed to by the Vendor and the Purchasing Agency 7 days of receipt of Purchase Order. If delivery is not or cannot be made within this time period, the Contractor must receive authorization for the delayed delivery. The order may be canceled if the estimated shipping time is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and shall be included in all pricing offered unless otherwise clearly stated in writing. 15) Inspection & Acceptance. If defective or incorrect material is delivered, Region 4 ESC may make the determination to return the material to the Contractor at no cost to Region 4 ESC. The Contractor agrees to pay all shipping costs for the return shipment. Contractor shall be responsible for arranging the return of the defective or incorrect material. 16) Payments. Payment shall be made after satisfactory performance, in accordance with all provisions thereof, and upon receipt of a properly completed invoice. 17) Price Adjustments. Should it become necessary or proper during the term of this Contract to make any change in design or any alterations that will increase price, Region 4 ESC must be notified immediately. Price increases must be approved by Region 4 ESC and no payment for additional materials or services, beyond the amount stipulated in the Contract shall be paid without prior approval. All price increases must be supported by manufacturer documentation, or a formal cost justification letter. Contractor must honor previous prices for thirty (30) days after approval and written notification from Region 4 ESC. It is the Contractor’s responsibility to keep all pricing up to date and on file with Region 4 ESC. All price changes must be provided to Region 4 ESC, using the same format as was provided and accepted in the Contractor’s proposal. Price reductions may be offered at any time during Contract. Special, time-limited reductions are permissible under the following conditions: 1) reduction is available to all users equally; 2) reduction is for a specific period, normally not less than thirty (30) days; and 3) original price is not exceeded after the time-limit. Contractor shall offer Region 4 ESC any published price reduction during the Contract term. 18) Audit Rights. Contractor shall, at its sole expense, maintain appropriate due diligence of all purchases made by Region 4 ESC and any entity that utilizes this Contract. Region 4 ESC CONTRACT 5 1 reserves 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. Region 4 ESC shall have the authority to conduct random audits of Contractor’s pricing at Region 4 ESC's sole cost and expense. Notwithstanding the foregoing, in the event that Region 4 ESC is made aware of any pricing being offered that is materially inconsistent with the pricing under this agreement, Region 4 ESC shall have the ability to conduct an extensive audit of Contractor’s pricing at Contractor’s sole cost and expense. Region 4 ESC may conduct the audit internally or may engage a third- party auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 4 ESC. 19) Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor may substitute a new product or model if the replacement product meets or exceeds the specifications and performance of the discontinued model and if the discount is the same or greater than the discontinued model. 20) New Products/Services. New products and/or services that meet the scope of work may be added to the Contract. Pricing shall be equivalent to the percentage discount for other products. Contractor may replace or add product lines if the line is replacing or supplementing products, is equal or superior to the original products, is discounted similarly or greater than the original discount, and if the products meet the requirements of the Contract. No products and/or services may be added to avoid competitive procurement requirements. Region 4 ESC may require additions to be submitted with documentation from Members demonstrating an interest in, or a potential requirement for, the new product or service. Region 4 ESC may reject any additions without cause. 21) Options. Optional equipment for products under Contract may be added to the Contract at the time they become available under the following conditions: 1) the option is priced at a discount similar to other options; 2) the option is an enhancement to the unit that improves performance or reliability. 22) Warranty Conditions. All supplies, equipment and services shall include manufacturer's minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in writing. 23) Site Cleanup. Contractor shall clean up and remove all debris and rubbish resulting from their work as required or directed. Upon completion of the work, the premises shall be left in good repair and an orderly, neat, clean, safe and unobstructed condition. 24) Site Preparation. Contractor shall not begin a project for which the site has not been prepared, unless Contractor does the preparation work at no cost, or until Region 4 ESC includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre-installation requirements. 25) Registered Sex Offender Restrictions. For work to be performed at schools, Contractor agrees no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or are reasonably expected to be present. Contractor agrees a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at Region 4 ESC’s discretion. Contractor must identify any additional costs associated with compliance of this CONTRACT 6 1 term. If no costs are specified, compliance with this term will be provided at no additional charge. 26) Safety measures. Contractor shall take all reasonable precautions for the safety of employees on the worksite and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Contractor shall post warning signs against all hazards created by its operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. 27) Smoking. Persons working under the Contract shall adhere to local smoking policies. Smoking will only be permitted in posted areas or off premises. 28) Stored materials. Upon prior written agreement between the Contractor and Region 4 ESC, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials must be provided to Region 4 ESC prior to payment. Such materials must be stored and protected in a secure location and be insured for their full value by the Contractor party in control of the location against loss and damage unless otherwise agreed to by Contractor and Region 4 ESC. Contractor The insuring party agrees to provide proof of coverage and additionally insured upon request. Additionally, if stored offsite, the materials must also be clearly identified as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary. Until final acceptance delivery into Region 4 ESC control by Region 4 ESC, it shall be the Contractor's responsibility to protect all materials and equipment. Contractor warrants and guarantees that title for all work, materials and equipment shall pass to Region 4 ESC upon Region 4 ESC’s acceptance of non-defective, undamaged, product at the time of delivery final acceptance. 29) Funding Out Clause. A Contract for the acquisition, including lease, of real or personal property is a commitment of Region 4 ESC’s current revenue only. Region 4 ESC retains the right to terminate the Contract at the expiration of each budget period during the term of the Contract and is conditioned on a best effort attempt by Region 4 ESC to obtain appropriate funds for payment of the contract. 30) Indemnity. Contractor shall protect, indemnify, and hold harmless both Region 4 ESC and its administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the Contractor, Contractor employees or subcontractors in the preparation of the solicitation and the later execution of the Contract. Any litigation involving either Region 4 ESC, its administrators and employees and agents will be in Harris County, Texas. 31) Marketing. Contractor agrees to allow Region 4 ESC to use their name and logo within website, marketing materials and advertisement. Any use of Region 4 ESC name and logo or any form of publicity, inclusive of press releases, regarding this Contract by Contractor must have prior approval from Region 4 ESC. 32) Certificates of Insurance. Certificates of insurance shall be delivered to the Region 4 ESC prior to commencement of work. The Contractor shall give Region 4 ESC a minimum of ten (10) days’ notice prior to any modifications or cancellation of policies. The Contractor shall require all subcontractors performing any work to maintain coverage as specified. CONTRACT 7 1 33) Legal Obligations. It is Contractor’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services and shall comply with all laws while fulfilling the Contract. Applicable laws and regulation must be followed even if not specifically identified herein. 34) Tariff Surcharges: Contractor has the option to charge a surcharge, as an additional line item, if approved by the purchasing agency. All surcharges must be based on a percentage of total order and must be approved by Region 4 prior to use. Appendix B TERMS & CONDITIONS ACCEPTANCE FORM Signature on the Offer and Contract Signature form certifies complete acceptance of the terms and conditions in this solicitation and draft Contract except as noted below with proposed substitute language (additional pages may be attached, if necessary). The provisions of the RFP cannot be modified without the express written approval of Region 4 ESC. If a proposal is returned with modifications to the draft Contract provisions that are not expressly approved in writing by Region 4 ESC, the Contract provisions contained in the RFP shall prevail. Check one of the following responses: □Offeror takes no exceptions to the terms and conditions of the RFP and draft Contract. (Note: If none are listed below, it is understood that no exceptions/deviations are taken.) □Offeror takes the following exceptions to the RFP and draft Contract. All exceptions must be clearly explained, reference the corresponding term to which Offeror is taking exception and clearly state any proposed modified language, proposed additional terms to the RFP and draft Contract must be included: (Note: Unacceptable exceptions may remove Offeror’s proposal from consideration for award. Region 4 ESC shall be the sole judge on the acceptance of exceptions and modifications and the decision shall be final. If an offer is made with modifications to the contract provisions that are not expressly approved in writing, the contract provisions contained in the RFP shall prevail.) Section/Page Term, Condition, or Specification Exception/Proposed Modification Accepted (For Region 4 ESC’s use) Appendix A, Section 14 Delivery, P.4 Conforming product shall be shipped within 7 days of receipt of Purchase Order. If delivery is not or cannot be made within this time period, the Contractor must receive authorization for the delayed delivery. The order may be canceled if the estimated shipping time is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and shall be included in all pricing offered unless otherwise clearly stated in writing. Conforming product shall be shipped within the timeframe mutually agreed to by the Vendor and the Purchasing Agency 7 days of receipt of Purchase Order. If delivery is not or cannot be made within this time period, the Contractor must receive authorization for the delayed delivery. The order may be canceled if the estimated shipping time is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and shall be included in all pricing offered unless otherwise clearly stated in writing. Appendix A, Section 28 Stored Materials, P.6 Upon prior written agreement between the Contractor and Region 4 ESC, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. Upon prior written agreement between the Contractor and Region 4 ESC, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials must be provided to Region 4 ESC prior to payment. Such materials must be stored and protected in a secure location and be insured for their full value by the Contractor party in  acceptable acceptable An inventory of the stored materials must be provided to Region 4 ESC prior to payment. Such materials must be stored and protected in a secure location and be insured for their full value by the Contractor against loss and damage. Contractor agrees to provide proof of coverage and additionally insured upon request. Additionally, if stored offsite, the materials must also be clearly identified as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary. Until final acceptance by Region 4 ESC, it shall be the Contractor's responsibility to protect all materials and equipment. Contractor warrants and guarantees that title for all work, materials and equipment shall pass to Region 4 ESC upon final acceptance. control of the location against loss and damage, unless otherwise agreed to by Contractor and Region 4 ESC. Contractor The insuring party agrees to provide proof of coverage and additionally insured upon request. Additionally, if stored offsite, the materials must also be clearly identified as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary. Until final acceptance delivery into Region 4 ESC control by Region 4 ESC, it shall be the Contractor's responsibility to protect all materials and equipment. Contractor warrants and guarantees that title for all work, materials and equipment shall pass to Region 4 ESC upon Region 4 ESC’s acceptance of non‐ defective, undamaged, product at time of delivery final acceptance. Exhibit A, Section 2.2 Pricing Commitment, P.20 Supplier commits the not‐to‐ exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement. Supplier commits the not‐to‐exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement. Supplier commits that price shall be equivalent to other cooperative state and local contracts held by the Supplier, buying the same product mix, for the same geographical areas, under the same terms and conditions. Exhibit B, Section 14 Administrative Fee Payment, P.28 Administrative Fee payments are to be paid by Supplier to OMNIA Partners, Public Sector at the frequency and on the due date stated in Section 13, above, for Supplier’s submission of corresponding Contract Sales Reports. Administrative Fee payments are to be made via Administrative Fee payments are to be paid by Supplier to OMNIA Partners, Public Sector within 30 days of calendar month end, at the frequency and on the due date stated in Section 13, above, for Supplier’s submission of corresponding Contract Sales Reports. Administrative Fee payments are to be made via Automated Clearing House (ACH) to the OMNIA Partners, Public Sector designated financial institution identified in Exhibit D. acceptable OMNIA Partners and HON will discuss Automated Clearing House (ACH) to the OMNIA Partners, Public Sector designated financial institution identified in Exhibit D. Failure to provide a payment of the Administrative Fee within the time and manner specified herein shall constitute a material breach of 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 Principal Procurement Agency’s sole discretion, and/or this Agreement, at OMNIA Partners, Public Sector’ sole discretion. All Administrative Fees not paid when due shall bear interest at a rate equal to the lesser of one and one-half percent (1 1/2%) per month or the maximum rate permitted by law until paid in full. Failure to provide a payment of the Administrative Fee within the time and manner specified herein shall constitute a material breach of 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 Principal Procurement Agency’s sole discretion, and/or this Agreement, at OMNIA Partners, Public Sector’ sole discretion. All Administrative Fees not paid when due shall bear interest at a rate equal to the lesser of one and one‐half percent (1 1/2%) per month or the maximum rate permitted by law until paid in full. Exhibit F, Federal Funds Certifications, Overview P.37 The following certifications and provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. §200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency’s subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable. The following certifications and provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency’s subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable, when federal funds are utilized on a project. It is the responsibility of the authorized Purchasing Agency to notify the Vendor if federal funds will be utilized to procure items under this contract and/or purchase order prior to Vendor's acceptance of the order. Exhibit F, Federal Funds Certifications, Certification of Compliance with Buy America Provisions, P.40 To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request. To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that when requested prior to offeror's acceptance of an order, offeror will certify its individual products comply to with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request. Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition. noted noted Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition. Exhibit F, Federal Funds Certifications, Certification of Applicability to Subcontractors, P.40 Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions. Offeror agrees that all dealer subcontracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions. Amendment 1, Appendix C, Doc #5 – Special Conditions, Federal Requirements, P.9 Federal Requirements If products and services are issued in response to an emergency or disaster recovery the items below, located in this Special Conditions section of the Federal Funds Certifications, are activated and required when federal funding may be utilized. Federal Requirements If products and services are issued in response to an emergency or disaster recovery the items below, located in this Special Conditions section of the Federal Funds Certifications, are activated and required when federal funding may be is utilized, and Contractor is notified prior to order placement. Amendment 1, Appendix C, Doc #5 – Special Conditions, 2. Equal Employment Opportunity Item 8, P.10 The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States. The contractor will include the provisions of paragraphs (1) through (8) in every dealer subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each dealer subcontractor or vendor. The contractor will take such action with respect to any dealer subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a dealer subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States. Amendment 1, Appendix C, Doc #5 – Special Conditions, 3. “During the performance of The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every dealer subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued noted noted noted noted this contract, the contractor agrees as follows: Item 7, P.12 subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, That in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the contractor may request the United States to enter into such litigation to protect the interests of the United States.” pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each dealer subcontractor or vendor. The contractor will take such action with respect to any dealer subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, That in the event a contractor becomes involved in, or is threatened with, litigation with a dealer subcontractor or vendor as a result of such direction by the administering agency the contractor may request the United States to enter into such litigation to protect the interests of the United States.” Amendment 1, Appendix C, Doc #5 – Special Conditions, Sign‐ Off, P.23 Offeror agrees to comply with all terms and conditions outlined in the Special Conditions section of this solicitation, as applicable. Offeror agrees to comply with all terms and conditions outlined in the Special Conditions section of this solicitation., as applicable. noted Tab 2 – Product/Pricing Tier Total Order at List Systems & Pedestals Vertical & Lateral Files, Storage Tables, Desking, Casegoods HON Branded Seating HON 5 Year Warranty Education Sooth High-Back Patient Chair 1 $0 - $25,000 64.70%55.40%53.30%53.30%55.30%53.30%51.30% 2 $25,001 - $75,000 65.70%56.40%55.00%55.00%56.40%55.00%52.30% 3 $75,001 - $150,000 67.90%63.70%59.60%59.60%58.50%56.50%54.50% 4 $150,000 & Above Negotiable Negotiable Negotiable Negotiable Negotiable Negotiable Negotiable Product Series Product Series Product Series Product Series Product Series Product Series Product Series Abode Systems 210 Vertical Files 10500 Series Laminate Desking Accommodate 400 Series SmartLink Soothe Abound Systems 310 Vertical Files 10700 Series Laminate Desking Adjustable Task/Lab Stools Assemble Accelerate Systems 510 Vertical Files 34000 Series Desking Boda Charge Brigade Pedestals Brigade Laterals 38000 Series Desking Cambia (2150/2160)Circulate Empower Brigade Shelf File & Overfiles 66000 Series (StationMaster)Ceres Client Flagship Pedestals Brigade Steel Bookcase 94000 Series Laminate Desking ComforTask (5900)Contemporary Laminate Occassional Tables Systems Accessories Brigade Storage Cabinets Arrange Endorse Coordinate Height Adjustable Bases Contain Between Flock Corral Flagship File Centers Build Tables Grove Crio Flagship Laterals Concinnity GuestStacker (4030)Desktop Riser HBXRISER Flagship Storage & Bookcases Flock High Density Olson Stacker (4040)Entire FlameSafe Fire-Resistant Files Height Adjustable Ignition Exposure Fuse Hospitality Ignition 2.0 HBTMS H320 Vertical Files Huddle Invitation (2210)HVL102 Storage Accessories Laminate Occasional Tables Lota (2280)HVL103, HVL105, & HVL108 Mentor Desking Motivate HVL131 Metro Desking Nucleus HVL151 Motivate Pagoda (4070)HVL161 Preside Park Avenue HVL171 Desking & Table Accessories Perpetual HVL220 Utility Tables Pillow-Soft (2090/2190)HVL402 Valido Laminate Desking Purpose HVL521 & HVL525 Voi Laminate & Veneer Desking Quotient HVL601 Riley HVL653 Seating Accessories HVL712 Skip Instigate Solutions Seating (4000)Manage Solve Mobile Peds Soothe Modular Lounge Versant Network Volt (5700/5710)Perch Prominent Scatter Tilt TopFlight Torch Validate ValueTask Verse Wave Workplace Tools - Wobble Board, Footrest, Anti-Fatigue Mat, Chair Mats & HVL995 Arms Service Charge Basic Installation* Basic Installation/Reconfiguration will be a minimum of $60 per hour with a not to exceed maximum charge of $85 per hour. Standard Business Hours (8:00 am - 5:00 pm), Monday – Friday, dock door access and site free and clear for installation Expanded Installation** Expanded Installation/Reconfiguration will be a minimum of $100 per hour with a not to exceed maximum charge of $350 per hour. Non-Standard Business Hours Monday – Friday, weekends and holidays. Expanded installation also includes, but is not limited to, sites 60 miles over main dealer warehouse, prevailing wage, union labor and major metropolitan areas. Minimum Installation Minimum of $200 per order may apply Design Design Services will be a minimum of $85 per hour with a not to exceed maximum charge of $125 per hour. Project Management Project Management will be a minimum of $80 per hour with a not to exceed maximum charge of $200 per hour. Storage Not to Exceed $5/sq ft/month after 30 days Price Lists Per the RFP instructions, 2 jump drives have been included with our response containing the following:  January 2020 HON Full Line Pricer  January 2020 HON Seating Pricer The price lists will be used to apply the discounts provided in our proposed discount matrix. Better Experience. Better Profits. ORDER TO DELIVERY 2 Order-to-Delivery Order Type PREMIER PROJECT PROJECT STANDARD SMALL List Price $350,000+Full Truckload or More Less than Full Truckload <$15,000 + Dropship ORDER MANAGEMENT Online pricing validation and lead-time estimates through Compass quoting tool Weekly Lead Time communication sent via email and posted on HON Ready Electronic ordering experience or integration with major Dealer operating systems All orders receive Best Date Available for materials and production capacity unless customer request date is longer. Customer pre work consultation if promised ship date would push beyond 4 weeks due to capacity, materials, or product selection If an order is more than a full truckload the customer will be provided flexible delivery dates within standard lead time for the full truckload portion. The Partial will still ship on lane day.N/A N/A Less than Full Truckload Orders are planned to ship on lane day assigned to area of destination If a lead time of more than 4 weeks is needed, Customer’s request date is used to target closest lane day for partial trucks Specials and COM are available with pre approval and may include an extended lead time Order status updates are available on HON Ready HON offers additional Enhanced Services at time of order HON utilizes bulk packs and palletizes product when possible to minimize damage and wasted materials HON reviews and provides options on requested order changes, on a case by case basis, including the fees that will be incurred by the Dealer. PROJECT SERVICES HON provides a Project Coordinator (PC) as a single point of contact for the entire project N/A N/A N/A Delivery coordination including target dating, delivery sequencing, planning for full and partial truckloads is provided by assigned PC N/A N/A PC coordinates punch list and project close out N/A N/A N/A DISTRIBUTION & DELIVERY HON pays freight when List Price minimum met Appointment notification by HNI logistics as standard service with a 1 hour delivery window N/A HON provides delivery communication options including: Quick Scan, Advanced Ship Notification, Packing List, Circle Sheet, and Bill Of Lading Product is delivered by HNI contracted carriers. Carriers do not assist in unload as a standard service Product is organized by the address stop on the load and not seperated by Purchase Order Full truck load and multi stop loads can be tracked enroute to their destination via HON Ready portal N/A DASH Hotline is available 24/7 for in-transit support 800-334-8057 option 0 AFTER SHIPMENT SERVICE HON proactively resolves backorders and contacts dealers as soon as the backorder is detected HON files freight claims on behalf of customer in event of carrier loss or damage if notified within 30 days of receipt. Bill of Lading needs to be notated by dealer as damaged Industry leading warranty supported by serialized product and an easy to use Quick Claim process HON’s warranty covers labor reimbursement for “unusual warranty” which includes claims of more than 5 units on an order or when a second replacement is needed HON offers an Urgent Punch List contract for expedited service at an upcharge for additional product needed to complete an installation (Maximum order size $5,000 list) HON Standard Services Note: Does not include small package shippable orders. Does not include shipments to Alaska, Hawaii, Canada or overseas delivery. HON offers a wide array of services between order entry and delivery. And the best part is that many of these services are standard for The HON Company regardless of your order size. We do, however, recognize that larger, more complex project orders require additional services like project management and sequenced deliveries. Making smart decisions about delivering smaller orders can provide better customer experience and increased profitability. Order-to-Delivery 3 Last Shipment Revision Date (LSRD) • Requests to change delivery locations must be submitted to HON Customer Support at least 8 business days prior to the current acknowledgment date • Requests to change “ship to” addresses will be reviewed by HON on a case by case basis • Restrictions apply to address changes that are not within the same geographical location as the current delivery address • Any changes requested less than 8 business days from the Order Acknowledgment date, or outside of the geographical ship to location, charges may apply At Delivery • Provide manpower and equipment at time of delivery appointment and unloads product without assistance in alloted time • Coordinates HON delivery appointment with end user or facility location • Coordinates acceptance of redistribution or LTL deliveries when needed • Notifies HON of any concealed damage claims within 30 days of shipment • Provides serial number and provides labor to repair any warranty claims • Warehouse operation hours are Monday-Friday from 6:00 a.m. to 4:00 p.m. local time Prior to Order Submission • Process monthly catalog updates to design specification software • Monitor lead times when quoting via Lead Time Exception Report • Quote Enhanced Service needs with end user • Provide accurate destination address and delivery appointment contact information —Via Account Record for Permanent Locations —Via Purchase Order for Temporary Drop Ship Locations • Ensure Destination Address accepts 53’ trailer • Utilize Compass to check product and pricing prior to Order submission At Order Submission • Electronically ordered (via HON Ready Portal or EDI) • 100% clean and executable for pricing, production, service, and delivery • Utilize HON Enhanced Services Catalog for any non standard service requests • Review Order Acknowledgment immediately upon receipt • Request minimal order changes during the order fulfillment process • Requests to move out order ship date requires approval from HON and should be submitted as soon as possible for review • Contact HON prior to Last Shipment Revision Date (LSRD) for any unexpected emergency needs • Acknowledge that all order change requests after receiving an Order Acknowledgment require HON approval and additional charges may apply • Within 24 hours, respond to Delivery Appointment Notification after HON’s first contact with Traffic Contact • Acknowledge that HON will deliver without appointment confirmation if no response is received during appointment setting • Monitor job site readiness prior to LSRD Dealer Requirements Applicable to all order types 4 Order-to-Delivery ORDERABLE SERVICES Service Description ORDERABLE SERVICES Fee $350,000+Full Truckload or More Less than Full Truckload <$15,000 + Dropship Driver Tailgate Assist Request for carrier to bring product to tailgate of the trailer. Does not include delivery to facility.Driver Tailgate Assist $50/Purchase Order Liftgate Request for liftgate when delivery dock is not available. HON does not provide a ramp rental option. Does not include delivery to a facility.Liftgate $250/Purchase Order N/A N/A Inside Delivery Request to bring product into the facility either over the threshold or to a location on the same floor as the receiving dock. Service is only provided by LTL carriers. Does not include uncartoning, disposal of packaging or assembly. Service is limited to orders of 250 cubes or less. Inside Delivery $250/Purchase Order N/A N/A N/A Personal Protective Equipment (PPE) Request for personal protective equipment to meet requirements at delivery destination or into facility includes hard hat, safety glasses, and safety shoes. HON does not provide other specialized equipment. Personal Protective Equipment (PPE) $50/Purchase Order N/A Union Driver Request for pre arranged proof of driver’s union membership for access to facility. HON is not obligated to notify customers of these requirements. Union Driver $400/Purchase Order N/A Driver with Proof of US Citizenship Request for pre arranged proof of driver's US citizenship for delivery to secured facility. HON is not obligated to notify customers of these requirements. Driver with Proof of US Citizenship $50/Purchase Order N/A SERVICE REQUEST- Contact for Quote Prior to Order Placement Service Description SERVICE REQUEST- Contact for Quote Prior to Order Placement Fee Trailer Length Maximum Request that requires trailer length less than the standard length of 53’ due to receiving location restrictions. HON offers two trailer length options.Trailer Length Maximum Actual charges apply N/A Specific Delivery Day and/or Time Request to deliver on specific day and time when the order is below full truckload. Charges include loss of truck utilization.Specific Delivery Day and/or Time Actual charges apply PC will coordinate for best options available for partial truck. Standard Service for full truckload portion of order. Request quote on partial truckload. N/A Guaranteed Delivery Request for a contractually committed delivery date and time. This request usually relates to projects with occupancy penalties. This request requires a dedicated truck delivery. Guaranteed Delivery Actual charges apply with Specialized Carrier N/A Special Permits Request for specific permits or fees for transportation on ferries, into certain cities, or to cross certain bridges. HON is not obligated to identify permits required.Special Permits $50/ Purchase Order plus permit fees N/A Carrier Insurance Certificate Required at Delivery Site Request when receiving location requires insurance for delivery into facility. Carrier Insurance Certificate Required at Delivery Site $50/Purchase Order N/A Advance Security Clearance of Driver Request for pre arranged security clearance or military gate pass for delivery into secured facilities. HON is not obligated to notify Customers of these requirements. Advance Security Clearance of Driver Actual charges apply N/A Palletization Request for HON to place product on pallet and shrink wrap. May be in addition to standard packaging. Fees are driven by additional freight costs incurred due to low truck utilization plus warehouse labor. Palletization Actual charges apply $1,000 Minimum Standard Service for LTL Expedited Transit Request for delivery faster than standard transit allows. Selected carriers can assign team drivers to address need where feasible.Expedited Transit Actual charges apply N/A Proof of Delivery Request proof of delivery. This service is for individual needs and not offered for a large number of shipments. No request is accepted 30 days after shipment.Proof of Delivery $20/Purchase Order Ocean Container Coordination Request to have HON coordinate the requisitioning of container with delivery to HON DC and loading container by HON. This request is for HON to provide container coordination usually provided by freight forwarder. This service does not obligate HON for any other service provided by freight forwarders. Ocean Container Coordination Actual cost N/A Enhanced Services Effective 4/1/19 Note: Refer to Government Dealer Contract Summaries for services available and fees. Please see ordering instructions on the HON Ready Portal under the Order Management tab. We are excited to introduce Enhanced Services, the ability to order additional services right along with your HON and basyx by HON products. We understand that some orders are unique and have special requirements that are not included in our standard services and want to make that an easy process for you. As a result, we are offering two different types of enhanced services. The orderable services will have a fixed fee per purchase order while the service requests are more unique and will require a quote from Customer Support. The ultimate goal for HON’s Enhanced Services is to make it easier for you to provide an exceptional experience for your customers while increasing profitability. Order-to-Delivery 5 ORDERABLE SERVICESService Description ORDERABLE SERVICES Fee $350,000+Full Truckload or More Less than Full Truckload <$15,000 + Dropship Driver Tailgate AssistRequest for carrier to bring product to tailgate of the trailer. Does not include delivery to facility.Driver Tailgate Assist $50/Purchase Order LiftgateRequest for liftgate when delivery dock is not available. HON does not provide a ramp rental option. Does not include delivery to a facility.Liftgate $250/Purchase Order N/A N/A Inside Delivery Request to bring product into the facility either over the threshold or to a location on the same floor as the receiving dock. Service is only provided by LTL carriers. Does not include uncartoning, disposal of packaging or assembly. Service is limited to orders of 250 cubes or less. Inside Delivery $250/Purchase Order N/A N/A N/A Personal Protective Equipment (PPE) Request for personal protective equipment to meet requirements at delivery destination or into facility includes hard hat, safety glasses, and safety shoes. HON does not provide other specialized equipment. Personal Protective Equipment (PPE) $50/Purchase Order N/A Union DriverRequest for pre arranged proof of driver’s union membership for access to facility. HON is not obligated to notify customers of these requirements. Union Driver $400/Purchase Order N/A Driver with Proof of US CitizenshipRequest for pre arranged proof of driver's US citizenship for delivery to secured facility. HON is not obligated to notify customers of these requirements. Driver with Proof of US Citizenship $50/Purchase Order N/A SERVICE REQUEST- Contact for Quote Prior to Order PlacementService Description SERVICE REQUEST- Contact for Quote Prior to Order Placement Fee Trailer Length Maximum Request that requires trailer length less than the standard length of 53’ due to receiving location restrictions. HON offers two trailer length options.Trailer Length Maximum Actual charges apply N/A Specific Delivery Day and/or Time Request to deliver on specific day and time when the order is below full truckload. Charges include loss of truck utilization.Specific Delivery Day and/or Time Actual charges apply PC will coordinate for best options available for partial truck. Standard Service for full truckload portion of order. Request quote on partial truckload. N/A Guaranteed DeliveryRequest for a contractually committed delivery date and time. This request usually relates to projects with occupancy penalties. This request requires a dedicated truck delivery. Guaranteed Delivery Actual charges apply with Specialized Carrier N/A Special PermitsRequest for specific permits or fees for transportation on ferries, into certain cities, or to cross certain bridges. HON is not obligated to identify permits required.Special Permits $50/ Purchase Order plus permit fees N/A Carrier Insurance Certificate Required at Delivery SiteRequest when receiving location requires insurance for delivery into facility. Carrier Insurance Certificate Required at Delivery Site $50/Purchase Order N/A Advance Security Clearance of DriverRequest for pre arranged security clearance or military gate pass for delivery into secured facilities. HON is not obligated to notify Customers of these requirements. Advance Security Clearance of Driver Actual charges apply N/A Palletization Request for HON to place product on pallet and shrink wrap. May be in addition to standard packaging. Fees are driven by additional freight costs incurred due to low truck utilization plus warehouse labor. Palletization Actual charges apply $1,000 Minimum Standard Service for LTL Expedited TransitRequest for delivery faster than standard transit allows. Selected carriers can assign team drivers to address need where feasible.Expedited Transit Actual charges apply N/A Proof of DeliveryRequest proof of delivery. This service is for individual needs and not offered for a large number of shipments. No request is accepted 30 days after shipment.Proof of Delivery $20/Purchase Order Ocean Container Coordination Request to have HON coordinate the requisitioning of container with delivery to HON DC and loading container by HON. This request is for HON to provide container coordination usually provided by freight forwarder. This service does not obligate HON for any other service provided by freight forwarders. Ocean Container Coordination Actual cost N/A Enhanced Services Effective 4/1/19 Order Type PREMIER PROJECT PROJECT STANDARD SMALL 6 Order-to-Delivery Glossary Acknowledgment (ACK) – The confirmation of a shipping order with a scheduled shipment date from a HON specific distribution center or sourcing location in the case of container shipments. Advanced Shipment Notice (ASN) – Transmitted or available on HON Ready Portal at time of shipment. Auto-Split – When an extreme product constraint becomes evident, HON may automatically split off the extended lead time product after Customer communication has been completed. The original PO determines freight policy. Backorder – A portion of an order that is identified prior to or at the time of shipment as unavailable to ship as planned. Backordered items ship on the same SO number as original once available and HON pays for the freight. Concealed Damage - Damage to the contents of a carton that is not apparent until the carton is opened. Claims must be made within 30 days of shipment. Customer – Refers to resellers of HON products. Deliver On Date – HON considers this a request to extend the lead time and deliver to meet this request. This date request is honored for full truckload orders. Drop Ship – A destination other than the Customer’s permanent receiving location, also called temporary drop ship location. Shipment may be partial or full truckload. They are coded as -001 locations. Electronic Ordering – Includes use of the eOrdering application on the HON Ready portal or EDI. Freight Paid – HON offers programs that pay the standard freight cost if order requirements are met. HON Company Paid Freight – HON offers programs that pay the standard freight cost if order requirements are met. Per programs rules, some dealer locations are set as freight paid locations and are set annually. HNI Contracted Carriers – Over-the-road carriers that HNI has contracted to handle one or more lanes. The awarded business is based on historical volumes in that lane and carrier’s ability to manage volume level and performance. Multiple carriers may be assigned to high volume lanes. HNI Fleet – Trucks, trailers and drivers are dedicated to HNI deliveries and do not handle other business. The drivers reside near HNI DCs and handle truckload or multi-stop truckloads within a 300 mile radius. They deliver HNI customer freight and pick up material supplies to bring back to HNI plants. HNI Logistics – Logistics group within HNI that manages execution. Also includes HNI partner, Schneider Logistics Inc (SLI), who manages truckload planning through delivery. Invoice – HON invoices a SO at the time of shipment from the HON distribution center. Lane Day – An established shipping schedule between a HON “ship from” location and a 2 digit zip code “ship to”. “Ship to” locations will have different lane days from each shipping location. Lane days are used to aggregate orders for a geographic area to maximize a trailer. Last Shipment Revision Date (LSRD) – The cutoff for any requests to add or change services requested for delivery. Changes require HON approval and charges may apply. Lead Time – HON targets 4 weeks or less to ship from acknowledgment of a clean order. Less Than Truckload (LTL) – Carriers utilize a hub and spoke delivery. Multiple shippers send various kinds of product to a hub location where it is sorted and consolidated with other product for delivery. There may be more than one hub involved on a delivery. Master Data – Information stored on the account records at HON and overrides information on PO at time of order acknowledgment. Multi Stop Delivery – HON combines multiple shipping orders from multiple customers to different destinations onto truckloads and sequences the load into delivery stops. Order Splitting by Customer – Customers may request a lead time improvement. This may require the extended lead-time items to be split to a different Shipping Order. Order Splitting by HON – Purchase orders are split to multiple Shipping Orders. Large orders are split to one Shipping Order per truck delivery. HON may split orders for other limited cases for product sourcing. Out of Box Quality – A product defect identified at time of receipt or installation and reported to HON within standard terms. Permanent Location – A Customers standard receiving location. Customer selects freight paid locations annually. “Ship to” destination and delivery appointment contact is maintained on Master Data. Purchase Order (PO) – Orders placed by Customers with HON. Receiving Location Standards – “Ship to” site must have receiving dock, able to accept 53’ trailers and have manpower and equipment available for unloading. Redistribution – Two step delivery where HON delivers on full truckload service to a terminal and a furniture focused carrier completes the final leg of the delivery. Ship After Date – HON considers this a request to extend the lead time and ship after the request date. Any size order can make this request. “Ship from” Locations - Geographic regions are assigned to primary shipping locations or Distribution Centers (DCs). Based on certain rules, HON will ship from locations other than the primary “ship from” locations. “Ship with” – A Customer request to ship two SOs together on a load. HON is not able to provide this service. Shipping Order (SO) – The order HON plans to execute for production and shipping. A PO may become one or multiple shipping orders Sourcing – Shipping orders are shipped from the HON primary “ship from” location for a customer or from secondary locations due to specific business rules. Truckload Delivery – Maximum trailer cubes range between 2,500 and 3,000 cubes or 53’ feet. Truckload shipping orders to a single location have more flexibility in delivery dates, times, and “ship to” changes before LSRD. Unassisted Delivery – HON offers delivery to the dock. Customer is responsible for unloading the truck. Warranty – A product defect identified during the life cycle of the product. Order-to-Delivery 7 Standard Service These are the terms and conditions for The HON Company’s (“HON”) standard order-to-delivery (O2D) services (the “O2D Standard Services”). Please note the O2D Standard Services are also subject to the terms and conditions located on the HON Ready Portal, including those applicable to orders, shipments, risk of loss, and pricing. The terms and conditions in the Dealer Program Guide are incorporated into these terms. As a general reminder, the title and risk of loss with respect to all product shipment transfers to the customer at the point of shipment, regardless of any freight charge. 1. For additional services and pricing, please see HON’s Enhanced Services document. 2. Order level (Premier, Project, Standard or Small) is based on single purchase order entry with a single “ship to” location. Orders may not be aggregated across more than one purchase order to qualify for a different order level. Customers may aggregate orders and submit a single purchase order delivering to one location to qualify for order levels. 3. HON’s O2D Standard Services apply to deliveries within the 48 contiguous United States. 4. HON may choose in its sole discretion to change any O2D Standard Services without notice, including the services, features of the services, and rates. Service availability and pricing confirmed at the time of order placement. 5. For shipments requiring re-routing, changes or additional services to complete delivery, or for shipments with incorrect “ship to” information, HON reserves the right to charge the customer placing the order a special delivery charge. 6. See the current Dealer Program Guide for HON-paid freight levels and requirements. The list price in effect at the time of order entry will be used to determine whether freight is HON-paid or Customer- paid. HON reserves the right to select the transportation mode for all shipments, whether freight is paid by HON or a Customer, unless otherwise agreed in writing and signed by an authorized officer of The HON Company. For shipments with Customer-paid freight, the “ship to” location will be applied to determine the freight cost. 7. Lead time commitment is a general estimate. Lead times for specific products may vary and are confirmed at the time of order entry. Enhanced Service These are the terms and conditions for The HON Company’s (“HON”) enhanced order-to-delivery (O2D) services (the “Enhanced Services”). Please note the Enhanced Services are also subject to the terms and conditions in HON’s current Dealer Program Guide, including those applicable to orders, shipments, risk of loss and pricing. The terms and conditions in the Dealer Program Guide are incorporated into these terms. As a general reminder, the title and risk of loss with respect to all product shipment transfers to the customer at the point of shipment, regardless of any freight charge or services. 1. For an overview of HON’s standard order-to-delivery services, please see HON’s Standard Services. 2. Enhanced Services and published fees apply to deliveries within the 48 contiguous United States, subject to certain exclusions. Alaska, Hawaii, Canada, and island deliveries are subject to additional charges and lead times. 3. HON may choose in its sole discretion to change or discontinue any Enhanced Service without notice, including the services, features of the services, and rates. The availability and price of Enhanced Services confirmed at the time of order placement. 4. Certain Enhanced Services may reduce the number of carriers available to deliver the shipment and may result in a shipment delay. 5. Lead time commitment is a general estimate. Lead times for specific products may vary and are confirmed at the time of order entry. 6. HON is not responsible for the actions or omissions of the transportation provider, including any damage or injuries caused by the carrier or the carrier’s employees, agents, or subcontractors. 7. HON reserves the right to choose the carrier and mode of transportation for the Enhanced Services, unless otherwise agreed in writing and signed by an authorized officer of The HON Company. Terms & Conditions The HON Company 200 Oak Street Muscatine, IA 52761 800.833.3964 hon.com © 2019 The HON Company. Form No. H4656 (06/19) HON is a registered trademark of HNI Technologies, under license to the HON Company. Tab 3 - Performance Capability Requirements for National Cooperative Contract Page 20 of 55 executive corporate sponsor and a separate national account manager within the RFP response that will be responsible for the overall management of the Master Agreement. 2.2 Pricing Commitment Supplier commits the not-to-exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement. 2.3 Sales Commitment Supplier commits to aggressively market the Master Agreement as its go to market strategy in this defined sector and that its sales force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through OMNIA Partners, Public Sector nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to OMNIA Partners, Public Sector in accordance with the OMNIA Partners, Public Sector Administration Agreement. Supplier also commits its sales force will be compensated, including sales incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement. 3.0 SUPPLIER RESPONSE Supplier must supply the following information in order for the Principal Procurement Agency to determine Supplier’s qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners, Public Sector. 3.1 Company A. Brief history and description of Supplier. Guided by timeless values, a culture of membership, and a commitment to service, The HON Company is a leading designer and manufacturer of workplace furniture for the government, public sector, and non-profits. The HON Company began when founder, C. Maxwell Stanley, foresaw a post-war housing boom at the end of WWII. He had the idea to start a manufacturing company that would put returning GI's to work. With the help of his brother-in-law; Clement T, Hanson began making steel kitchen cabinets under the business called "Home-O-Nize". Home-O-Nize incorporated in 1944. Following a severe steel shortage after the war, the Home-O-Nize focus shifted from the home market to the contract business. The company survived the steel shortage by designing products that could be made from left over scrap metal. Because the name Home-O-Nize no longer fit the company's business focus, we began using the acronym H-O-N which later became HON. We officially became HON Industries in the 1960's. After a few decades of steady growth through profitable acquisitions, our shareholders approved a change from HON Industries to HNI Corporation. Both HNI Corporation and The HON Company are headquartered in Muscatine, Iowa. The HON Company also has manufacturing facilities strategically located throughout the United States and Requirements for National Cooperative Contract Page 21 of 55 markets our products through a nationwide network of loyal distribution partners. Today, HNI Corporation manages multiple office furniture brands- including HON, the largest operating company under HNI. HON has a wide breadth of education and workplace furniture including seating, storage, workstations, tables and casegoods. The 70-year success of HON and HNI has grown the corporation to over $2 billion in annual sales and to become a leader in the office furniture industry. The HON Company has been an awarded OMNIA Partners vendor through Region 4 ESC since 2010. B. Total number and location of sales persons employed by Supplier. Our sales organization consists of over 100 experienced professionals empowered to serve the needs of our customers. Our sales professionals are aligned to specific regions within the United States; the information below outlines how our sales regions are divided and an overview of sales member roles within our organization. Sales member types: Solutions Account Associates: 26 Business Development Managers/Associates: 63 Regional Market Managers: 7 Regional Vice Presidents: 4 Director of Public Sector Sales: 1 VP and GM, Sales and Service: 1 Solutions Account Associates - We invest in our sales leaders and continue to build talented members through our Sales & Business Leadership Development program. As a part of the Sales & Business Leadership Development Program, Solutions Account Associates take part in a rigorous training program that includes four key elements: an introduction to our products, an in-depth review of our programs, concentration on personal development, and active training through hands-on experience. Business Development Associates/Managers - The HON Company has over 60 Business Development Members located throughout the United States. Our Business Development Members are physically located within their sales region to build a strong rapport with our customers and our nationwide network of OMNIA Partner dealers. Business Development Members are the foundation of our salesforce and are focused on driving sales and marketing efforts within their Requirements for National Cooperative Contract Page 22 of 55 assigned region. Some of their key sales activities include: meeting with customers and dealers, providing pricing and program guidance, training our dealers on products and pricing, staying up-to-date with local business trends, and attending industry tradeshows. Regional Market Managers – The Regional Market Manager is responsible for managing sales members, the distribution strategy, and to drive aggressive, profitable growth in a predetermined market or geographic area. The Regional Market Manager directs and focuses the Business Development Members on HON objectives within their specific roles while creating a cohesive market strategy to grow HON revenue in the market. This role aligns sales efforts, member development, and sales leadership efforts within the designed market. Regional Vice Presidents - The HON Company has a total of 4 Regional Vice Presidents located throughout the U.S. Regional Vice Presidents have overall responsibility for providing strategic management and sales leadership to our Regional Market Managers and Business Development Members to identify and prioritize regional sales activities and ensure The HON Company has a thorough understanding of the marketplace. Our Regional Vice Presidents also supervise all programs, sales initiatives, and training with our dealer organization. Director of Public Sector - The Director of Public Sector Sales is focused on driving growth within the State and Local segment of our business. This individual develops and implements a strategic sales approach for State, Local, and Cooperative contracts; provides guidance to our sales organization as well as our dealer partners; and builds strong relationships with OMNIA Partners cooperative members and State and Local procurement officials. Vice President and General Manager, Sales and Service - The VP and GM of Sales and Service, directs all nationwide commercial contract business for The HON Company. This person leads the HON team in developing and delivering profitable sales and marketing strategies to dealer partners, wholesale suppliers, and national supplies dealers located throughout the U.S. In addition, this person collaborates with C-level executives of our largest customers - including Fortune 500 corporations - and oversees all channel development, sales, marketing, product strategy, and profitability for The HON Company's largest division. As the HON sales executive leader, he participates in top-to-top senior leadership meetings with OMNIA Partners executives to align our organizational strategies for mutual, profitable, growth. C. Number and location of support centers (if applicable) and location of corporate office. Headquartered in Muscatine, Iowa, The HON Company has manufacturing facilities strategically located throughout the United States and markets its products through a nationwide network of loyal dealers and retailers. HON Corporate Address: The HON Company 200 Oak Street, Muscatine, IA 52761 The HON Company realizes that customers occasionally need to view furniture as they determine the best overall solution for their requirements. To help with this, HON maintains several market-based showrooms. These resource centers showcase HON product in real-life applications and offer great visual Requirements for National Cooperative Contract Page 23 of 55 representations of the HON brand. In these dynamic spaces, customers and dealers can view the best ways to create a space that is inspired and practical. HON resource centers showcase HON’s newest offering and act as a complement to our dealer showrooms. HON has resource centers located in the following markets for use by customers: Muscatine, IA Chicago, IL New York, NY Washington, DC D. Annual sales for the three previous fiscal years. The HON Company is a wholly owned subsidiary of HNI Corporation; it is our policy to not disclose financial information by brand. HNI Corporation is publicly traded on the New York Stock Exchange under the symbol HNI (NYSE: HNI). HNI Corporation has a financial rating of 5A 1 with Dun & Bradstreet, which is the best available rating. HNI Corporation had the following revenues for the past 3 years: 2016 $2,203,489,000 2017 $2,175,882,000 2018 $2,257,895,000 In fiscal 2018, the Corporation had net sales of $2.2 billion, of which $1.7 billion or 76% was attributable to office furniture products. HNI federal government sales represent approximately 4-5% of total HNI Office Furniture Segment. HNI State and Local sales represent approximately 15% of total HNI Office Furniture Segment. E. Submit FEIN and Dunn & Bradstreet report. Tax ID #42-1491474 D&B #14-781-4735 Please see D&B report provided at the end of this section. F. Describe any green or environmental initiatives or policies. The HON Company is a wholly owned subsidiary of the HNI Corporation. The HNI Corporation is dedicated to ensuring all subsidiaries comply with environmental regulations, using energy efficiently, and following practices necessary to protect the environment. Since the implementation of our Environment and Safety Management System (ESMS) in 1992, local, state and federal environmental laws and regulations have changed, and we continually update our policy to ensure these changes are part of our manufacturing and distribution processes. Our Commitments HNI pursues positive change with a simple, clear purpose to make things better every day. We’re always looking for a better way, which means we are in a constant state of transformation. We are never satisfied with the status quo because no matter how well we do, we believe we can always improve. As we embark on sharing how we address key social responsibility issues and provide future updates on our actions and progress, we introduce the following Requirements for National Cooperative Contract Page 24 of 55 commitments: By 2021, we will: ▪ Reduce our energy consumption by 10 percent from our 2017 baseline ▪ Establish a goal for science-based carbon emissions reduction ▪ Establish a goal for use of renewable energy ▪ Achieve zero landfill waste at two of our manufacturing operations ▪ Institute a transparent process to evaluate the environmental and social responsibility performance of 85 percent of our tier one suppliers By 2025, we will: ▪ Evaluate 100 percent of materials and chemical substances in products for human and ecosystem impacts and attempt to minimize those impacts through Design for the Environment. Carbon Footprint Across HNI, we have identified ways to reduce packaging. By bulk-packing products of similar size and redesigning packaging for certain product lines, we’ve increased the amount of product we ship per truck. These efforts allow us to reduce the number of trucks needed to ship product which reduces fuel and overall CO2 emissions. We have been working to understand our products’ environmental impacts through the use of Life Cycle Assessments (LCA) and the creation of Environmental Product Declarations (EPDs). Once we’ve understood the impacts of our products, we then focus our efforts on reducing the carbon emissions associated with the development and production of our products. HNI will be establishing a goal for science-based carbon emissions reduction through the Science-based Target Initiative (SbTI). To achieve our carbon reduction target, we are considering a variety of paths, including the following: − Setting up a program that allows a portion of our sales to fund the Arbor Day Foundation’s efforts at reforestation. Planting trees is a way to restore biodiversity and help the communities where the reforestation projects occur. This may be accomplished through the addition of product model options, where customers could select a product option that is priced higher, but the minimal extra fee would go directly to the reforestation fund. − Purchase carbon offsets for our Scope 1 and Scope 2 emissions (those directly associated with our manufacturing processes). − Pursue more renewable energy sources. − Work with our product development groups to choose materials with lower embodied energies. − Work with our suppliers to reduce their emissions from manufacturing and shipping. Waste Reduction Throughout our product development and manufacturing operations, we utilize a number of “Reduce, Reuse, and Recycle” strategies, including: ▪ Some of our product components may contain as much as 75 percent recycled aluminum, 78 percent recycled steel, and 90 percent recycled particle board. ▪ We combine recycled wood with resin to create seating components, which helps divert several thousand tons of lumber waste annually. ▪ We use scrap hardwood as connection components in some lounge seating products. Requirements for National Cooperative Contract Page 25 of 55 ▪ We use a variety of recycled materials, including scrap steel, scrap particleboard, or a composite mixture of recycled mill slag and recycled plastic, to make storage counterweights. HNI pursues positive change with a simple, clear purpose to make things better every day. We’re always looking for a better way, which means we are in a constant state of transformation. We are never satisfied with the status quo because no matter how well we do, we believe we can always improve. Sustainability and Environmental Certifications HNI makes it a priority to design products and implement processes that reduce our collective impact on the environment. We adhere to the Federal Trade Commission's Guidelines for the Use of Environmental Marketing Claims and our certifications support our environmental statements and our credibility. Because we understand the importance of independent verification, we participate in the following third-party certifications. Products with certifications are noted on the included spreadsheet. ▪ SCS Indoor Advantage™ Gold - A majority of HON’s products are certified for indoor air quality through the SCS Indoor Advantage Gold program. The low-VOC materials and adhesives we use in our products have helped us achieve the highest level of certification for many of our Casegoods, Systems, Storage, Tables and Seating product lines. ▪ BIFMA LEVEL® 2 and LEVEL® 3 – HON’s systems products have achieved level 3 certification (the highest certification level), while a majority of our other products are level 2 certified. Our Laminate Casegoods, Laminate and Metal Storage and Tables products have achieved 3 points under LEVEL credit 7.5.1, which contributes to the LEED V4 MR BPDO Material Ingredients credit, Option 1: Material Ingredient Reporting. ▪ FSC® Certification – HON has an FSC Chain of Custody certificate to provide FSC Certified wood products to our customers. FSC Certified products must be ordered as a special for an upcharge. ▪ Environmental Product Declarations - Environmental Product Declarations help us understand the environmental impacts of our products. Identifying our biggest impacts and understanding where they are generated will help us reduce our products’ carbon footprints. Several EPDs are in process now for select HON Systems and Laminate Storage products, which will be completed in early 2020. Rapid Continuous Improvement Over the course of nearly 25 years, HNI has built a foundation of Rapid Continuous Improvement (RCI) to support every member in our organization making improvements in their area of the business. HNI takes pride in improving the way we do business and removing waste from the entire value chain. New ideas are encouraged every day to improve how we work. We have built a certification program around our long-term vision of continuous improvement to gauge our current capabilities and identify our gaps to further augment our continuous improvement needs. This program engages every member in the company to make change, improve their daily business, and enhance their problem-solving skills. Requirements for National Cooperative Contract Page 26 of 55 G. Describe any diversity programs or partners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity program. HON supports diversified partners through our supplier and dealer networks. Specifically, we search and identify potential suppliers and dealer partners that obtain statuses such as Service-Disabled Small Business, Veteran-Owned Small Business, Service-Disabled Veteran-Owned Small Business, Woman-Owned Small Business and HUBZone status. We encourage diversified suppliers to participate in our proposal processes and have a program that measures supplier diversity as defined by the U.S. government. Our business model contains a relatively large proportion of made-to-order business, so it is critical suppliers and dealer partners are a good match for our business needs, as well as meeting the standards of our end customers. One of The HON Company's primary go-to-market sales strategies is to provide HON product through a network of independent dealer partners. These authorized dealer partners provide selling, installation, reconfiguration and design services to end customers who purchase HON product. Approximately seventy-five percent of HON’s authorized dealers have indicated to HON they hold a small business certification; over thirty percent of these dealers also hold a combination of the other diversity classifications noted above. There are no additional costs associated with OMNIA Partners customers accessing our dealer partner network to support diversity. H. Describe any historically underutilized business certifications supplier holds and the certifying agency. This may include business enterprises such as minority and women owned, small or disadvantaged, disable veterans, etc. As a large publicly traded company, The HON Company and its parent, HNI Corporation, does not hold any historically underutilized business certifications. However, The HON Company has numerous authorized dealers which are minority and women business enterprises (M/WBE), small and/or disadvantaged business enterprises, disabled veteran’s business enterprises, historically utilized businesses (HUB) and other diversity recognized businesses, which can be provided upon request. I. Describe how supplier differentiates itself from its competitors. The HON Company is a trusted leader and the most recognized name in the office furniture industry. Our name is synonymous with quality, reliability and value. The power of HON is built from trusted relationships, solutions, performance, and culture. Through our Voice of the Customer process, we listen to our customers and produce the workplace solutions they need to be successful. With one of the industry’s leading product development cycles, we innovate quickly and build what our customers want at a price they can afford, one of many ways in which HON sets ourselves apart from our competitors. An example of innovation fueled by our Voice of the Customer process is our product line called Fuse™, which launched this year. Fuse™ was created to address the ways in which our customers utilize filing and storage within the changing work environment. Personal workspace footprints are shrinking, and the physical needs of our customers are changing. Height-adjustability and workspaces which support physical well-being are important trends in the office Requirements for National Cooperative Contract Page 27 of 55 furniture industry. To address these trends, HON looked to our customers to truly understand their storage needs. What we found was most of the customers surveyed utilize their workspace storage for items other than filing. Customers are utilizing storage for snacks, purses, jackets, as an extension of their worksurface, places to put piles of documents, a catch-all for office supplies, etc. HON took these results and created a customizable storage solution that incorporates the new ways in which storage is utilized. Below is an image from the Voice of the Customer process for personal storage: Below is an image from our recently launched Fuse™ product line: Our company's financial structure provides us the foundation to be able to invest and grow as the economy and industry fluctuate. The industry's largest furniture sellers Staples, Office Depot, Essendant and S.P. Richards as well as our large independent dealer group continually validate our position and look to us as their furniture leader. Those elements allow us to differentiate ourselves from our competitors through our core brand pillars and with products that meet real-world needs, flawless execution, dedicated member culture and commitment to our partners. Our competitors are smaller in size and name brand recognition, develop less-than full-line products, offer limited solutions and tend to have restricted distribution and dealer networks. The HON Company is proud to distribute to 599 unique dealer partners. We believe our history with OMNIA Partners supports our position as an industry leader in furniture at the best total value. Requirements for National Cooperative Contract Page 28 of 55 J. Describe any present or past litigation, bankruptcy or reorganization involving supplier. The HON Company is a wholly owned subsidiary of the HNI Corporation which is a Fortune 1,000 company. The Corporation is involved in various kinds of disputes and legal proceedings that have arisen in the ordinary course of its business, including pending litigation, environmental remediation, taxes and other claims. It is the Corporation's opinion, after consultation with legal counsel, that liabilities, if any, resulting from these matters are not expected to have a material adverse effect on the Corporation's financial condition, although such matters could have a material effect on the Corporation's quarterly or annual operating results and cash flows when resolved in a future period. K. Felony Conviction Notice: Indicate if the supplier a. is a publicly held corporation and this reporting requirement is not applicable; b. is not owned or operated by anyone who has been convicted of a felony; or c. is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions. The HON Company is a wholly owned subsidiary of HNI Corporation. HNI Corporation is publicly traded on the New York Stock Exchange (NYSE: HNI), therefore, this reporting requirement is not applicable. L. Describe any debarment or suspension actions taken against supplier To the best of our knowledge, The HON Company has not had any debarment or suspension actions taken against us. 3.2 Distribution, Logistics A. Describe the full line of products and services offered by supplier. Inspired by practicality and invested in understanding the needs of our customers, The HON Company strives to establish meaningful connections resulting in product solutions and customer support that exceed market demands. As a leading designer and manufacturer of workplace furniture including chairs, classroom, desks, storage, tables, and workstations, our commitment to serving customers is rooted in reliable performance and a member culture that is approachable, confident, smart, and ready to serve. Below is an overview of our full line of products and services offered by HON and our dealer partners: Office Chairs The HON Company's compelling seating assortment boasts 20 unique product collections tailored for different applications and customer needs - conference, executive, guest, individual, intensive use, lobby, lounge, multi-shift, nesting, public space, specialty, stacking, stools, student, task, teacher, team, training and work chairs. This extensive selection ensures there is a solution to meet every workplace seating need. Collaborative Seating The HON Company is committed to supporting and harnessing the collaborative chaos that happens throughout the day. This includes the following styles of Requirements for National Cooperative Contract Page 29 of 55 seating solutions: multi-purpose, guest, nesting, stacking, casual lounge, collaborative work, power ready, on trend, stools, teaming and training. HON’s ready to support collaboration no matter where the space. Classroom Our dedication to understanding 21st century learning environments established The HON Company as an industry leader in the education market. By continuing to listen to educators, we are able to respond with the solutions they need. We have products to support both students’ and educators’ needs in the classroom. Our furniture is able to support both collaborative learning and formal learning, while fitting the needs of evolving technology. We’re sure our education solutions will keep learners engaged today and for a long time to come. Desks More than a work surface, well-designed desks provide the functional and aesthetic center of any working or classroom environment. HON offers more than 10 desk collections and can adapt to any work style or configuration – private or open, individual or teaming. Product styles include traditional, executive, lobby, lounge, managerial, collaborative, light-scale, student and teacher desks. Desk collections also include coordinating storage solutions to create the perfect layout for any space. Storage The right mix of shared and personal storage can keep any government, non-profit or public sector customer better organized. HON offers 9 storage and filing collections with durable solutions that integrate effortlessly with desks, benching, height adjustable solutions and workstations, while meeting all of your active, anticipated, and archival storage needs. Products include bookcases, fire- resistant files, lateral files, pedestals, storage cabinets, towers and vertical files. Tables Every workplace requires the basic functionality of a table. The HON Company goes beyond basic with 15 table collections that provide an array of sizes, shapes, finishes, and technology integration options for any setting. Styles include adjustable-height training, coffee, conference, end, lobby, lounge, occasional, training, and utility. Workstations Panel-based office solutions maximize space in shared work environments. HON offers 4 workstation collections that are easy to specify and install, provide flexible configuration options, and integrate seamlessly with other HON products. HON products are also backed by the industry-leading HON Full Lifetime Warranty. In the unlikely event that any HON product or component covered by the HON Full Lifetime Warranty should fail under normal workplace use as a result of defective material or workmanship, HON will replace any product that can’t be repaired with comparable product, or refund the purchase price. The complete terms of the warranty are available at hon.com/warranty. B. Describe how supplier proposes to distribute the products/service nationwide. Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas. The HON Company is committed to a U.S. operating model and has made significant investments in U.S. state-of-the-art manufacturing and fulfillment centers. HON remains focused on manufacturing most of our products in the Requirements for National Cooperative Contract Page 30 of 55 USA, everything from individual components to complete furniture solutions. The HON Company’s manufacturing facilities are strategically located throughout the United States. Our production, national distribution and logistics network supports hundreds of truckloads, seven days a week. We have experience coordinating major projects as well as delivering a single piece of furniture. The HON Company will utilize our manufacturing and distribution facilities to produce quality products which will be delivered directly to OMNIA Partners customers or through our authorized dealer partners. Utilizing our nationwide network of authorized dealers, in addition to our own logistics capabilities, HON can reach any OMNIA Partners customer in any area. As HON’s lead, nationwide cooperative contract, there are no restrictions on the areas which will be covered by the Agreement. Products and services under this Agreement will be provided to all OMNIA Partners customers within the Continental U.S. (48 Contiguous), including U.S. territories and outlying areas. For shipments outside the Continental U.S., additional charges and alternate lead times may apply. C. Describe how Participating Agencies are ensure they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement. Ensuring Participating Agencies feel confident they are receiving accurate pricing under our Master Agreement is important to HON. There are multiple ways in which we approach pricing compliance, below is an overview of how Participating Agencies can confirm they are receiving Master Agreement pricing: Through our authorized OMNIA Partners dealer: Our Business Development Managers work one-on-one with each of our nationwide network of authorized OMNIA Partners dealers to ensure they are properly trained on the products, pricing, and requirements of the OMNIA Partners/Region 4 OMNIA Partners contract. HON has developed several tools our dealers can utilize to ensure eligible OMNIA Partners users receive accurate pricing, they include:  Compass - Compass is our online pricing tool made available to dealers. Compass provides exact net pricing for eligible OMNIA Partners products, based upon order size, discounts, and list prices approved on the OMNIA Partners contract. Compass allows dealers the ability to create quick and accurate price quotes for OMNIA Partners customers. The Compass tool ensures our dealers can provide agencies with accurate contract pricing and reduces the need for agencies to issue pricing modifications. Participating Agencies can request a copy of the Compass quote through our authorized dealer partner or can contact HON directly.  Contract Summary Document - Our contract summary document provides our dealers with an overview of the OMNIA Partners pricing and terms and conditions requirements, including: how to sign up eligible OMNIA Partners customers, products approved under our OMNIA Partners contract, list pricer in effect, pricing for approved services, product discounts, and ordering instructions. Requirements for National Cooperative Contract Page 31 of 55 Through our HON Government Customer Support Team: ▪ Our Government Customer Support Representatives are trained on the requirements of our Federal, State, Local, and Cooperative contract programs and provide informed responses to both our end customers and our nationwide network of OMNIA Partners dealers. Government Customer Support members have been formally trained to answer product, warranty, ordering, pricing, delivery, and other types of questions within an industry- leading response time. HON’s Government Customer Support team is available between the hours of 8:00 a.m. – 5:00 p.m. Monday through Friday CST to answer phone and e-mail inquiries. Our general customer service line is also available from 7:00 a.m. – 6:00 p.m. Monday through Friday CST. Through our marketing materials: ▪ OMNIA Partners Catalog - Our OMNIA Partners marketing catalog showcases our approved products at OMNIA Partners net pricing. We offer this catalog to our dealers and OMNIA Partners end customers as a printed catalog or in an electronic format. End customers can also utilize this catalog to confirm OMNIA Partners net pricing. ▪ OMNIA Partners Dedicated Website – This website provides access to the most current price list, discount matrix, and contract requirements to assist Agencies in finding information quickly. For full details on the information available to Agencies, we have provided the following link for evaluation of our proposal response. https://www.hon.com/market/government/omnia- partners D. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user. As noted throughout this response, HON will be utilizing our nationwide network of authorized dealer partners to provide quoting, ordering, delivery and services to our mutual customers. Below is an overview of the ordering process through our authorized dealer network: In addition to deliveries made through our authorized dealers, the HON Company can also ship products directly to authorized Participating Agencies. When shipping direct to an end customer our current list of transportation carriers includes: DCM Transport, Inc. Nussbaum Transportation Ruan 1745 S Henderson St 19336 N 1425 East Rd 3200 Ruan Center Galesburg, IL 61401 Hudson, IL 61748 666 Grand Ave. Des Moines, IA 50309 Requirements for National Cooperative Contract Page 32 of 55 E. Provide the number, size and location of Supplier’s distribution facilities, warehouses and retail network as applicable. HON’s 7 distribution centers are located within the following cities/states: Distribution Region Address Size (in sq. ft.) Main Distribution 3000 North Highway 61, Muscatine, IA 300,000 Central Region 200 Oak Street, Muscatine, IA 300,000 Eastern Region 101 Commerce Drive, Mechanicsburg, PA 399,826 Southern Region 907 West Avenue, Cedartown, GA 183,955 Southern Region 4975 Powder Springs Road, Powder Springs, GA 144,540 Texas Region 1036 Jacobsen Road, Garland, TX 211,396 Western Region 346 North John Glen Road, Salt Lake City, UT 185,796 Western Region 5351 Jurupa Street, Ontario, CA 179,544 3.3 Marketing and Sales A. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier’s primary go to market strategy for Public Agencies to supplier’s teams nationwide, to include, but not limited to: i. Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days The HON Company is forward thinking in their approach to continue to grow the historically led TCPN Contract through Region 4 ESC. We are confident we have and will continue to support the OMNIA Partners contract as our go-to nationwide cooperative agreement. Our executive sales leadership team, including the VP and GM of Sales and Service and Director of Public Sector, will continue to position this contract within our internal sales teams and our authorized dealer partners as the primary tool within our public sector strategy. The success of our leadership team to drive this message forward is evidenced by our strong year over year sales Requirements for National Cooperative Contract Page 33 of 55 growth under the Region 4 contract. Below is an overview of our in-depth nationwide roll-out plan for our authorized dealers and internal sales teams. Dependent upon these awards, our plan at a minimum, is to: Within two (2) days from the date of award: o We will notify our leadership and Sales team about the details of the contract award. o We will create a marketing e-Communication that will be sent to all authorized dealers under the new OMNIA Partners contract; this marketing e-Communication will outline the effective date of the contract, Compass information, and other important contract information. o Contract Summary documents will be created to outline the terms of the new agreement for our authorized dealer partners; these documents will be utilized as one element of a multi-faceted training approach. Within one (1) week from the date of award: o We will begin updating the already established, dedicated, OMNIA Partners webpage on hon.com. o We will hold meetings with our HON Sales team to review the pricing, product, and key requirements of the contract. o We will hold meetings with our Government Customer Support team to review the pricing, product, and key requirements of the contract. Within one to two weeks from the date of award: o Our Sales team will begin training our nationwide network of OMNIA Partners dealers on the pricing, product, eligible participating agencies and key requirements of the contract. In addition, they will review the marketing materials and sales resources available through HON and OMNIA Partners to support their sales efforts. The HON Sales team will also begin working with our authorized dealer partners to create individual market plans to drive sales growth in their coverage areas. These plans will include but are not limited to: ▪ Annual sales volume commitment under the OMNIA Partners/Region 4 ESC contract ▪ Identify target Participating Agencies for business development planning ▪ Commitments outlining specific market initiatives, including open houses, showroom events, tradeshows, etc. o We will support approved contract pricing and products within our ordering systems. o Compass, our online pricing tool for our OMNIA Partners dealers, will be available for dealers to access the new contract pricing and eligible products. ▪ Our contract summary document which outlines contract pricing, terms and conditions, products, etc. will be uploaded to our internal site for Business Development Managers to reference and distribute to our nationwide network of OMNIA Partners dealers. Within one month of award: Requirements for National Cooperative Contract Page 34 of 55 o Our executive sales leaders will engage OMNIA Partners leadership to schedule business review meetings. o Our HON sales team members will connect with their respective OMNIA Partners counterparts: ▪ Regional Vice Presidents and Director of Public Sector will meet and align with Group Vice Presidents in the OMNIA Partners Organization: Doug Looney, Amy Smith and Michael Schwalm ▪ HON Regional Marketing Managers will execute initial top to top discussions per Regional and Group Vice Presidents at HON & OMNIA Partners with individual Regional Managers to identify key targets for growth and vet initial lists down to finite group of strategic opportunities ▪ Once strategic plans are finalized, Regional Vice President, Regional Market Managers and Director of Public Sector will execute alongside Regional Managers to a set of key customers. ▪ Monthly funnel review at a local level in addition to Quarterly overall review will take place to ensure proper growth where opportunities present themselves. ▪ Expected meetings with key customers to include: − Overview of Region 4 ESC − Explanation of benefits of cooperative purchasing − Benefits of OMNIA Partners over other cooperatives − Benefits of HON offering and our “Right to Win” o Our Director of Public Sector sales will hold internal meetings with the HON Regional Vice Presidents and Region Market Managers to obtain a status of the authorized dealer partner training and individual dealer market plans. o Our Director of Public Sector sales will work with the OMNIA Partners Strategic Development Partner(s): Sonda Sahley, Gregory Bason and Ken Heckman to create a detailed plan for future marketing and sales strategy opportunities. Within three months of award: o Our Director of Public Sector sales will participate in a quarterly review with the OMNIA Partners Team to review sales results, effectiveness of marketing and sales promotions, identify areas for future targeted activities, etc. These meetings will occur from the inception of the contract on a yearly basis. o Where appropriate, HON will also engage OMNIA Partners sales members to participate in key dealer trainings and presentations. HON will continue to support our authorized dealer partners throughout the term of our contract with on-going training, dealer specific sales activities, performance reviews with our dealer principals and key dealer sales representatives, presentations to end customers, etc. In addition, HON will continue to produce and expand upon our OMNIA Partners/Region 4 ESC catalog and marketing pieces. Our marketing team will work directly with the OMNIA Partners team to schedule email campaigns, quarterly promotions, etc. ii. Training and education of Supplier’s national sales force with participation from the Supplier’s executive leadership, along with the OMNIA Partners, Requirements for National Cooperative Contract Page 35 of 55 Public Sector team within first 90 days The HON Company has held the OMNIA Partners contract for almost 10 years. During that time, we have developed a strong training program to educate our sales organization on selling the OMNIA Partners contract. The HON Company will continue to utilize multiple training touch points to educate our sales force on the Region 4 ESC agreement, key strategies, benefits, pricing compliance, eligible Participating Agencies and effective use of the available sales tools. These touch points include but are not limited to our annual national sales meeting, quarterly marketing communication guides, and monthly sales/marketing webinars. Within our sales organization, we have a highly skilled field sales force that is well versed on all our contracts. These Business Development Managers (BDMs) will be responsible for growing sales under the OMNIA Partners contract. Team members are trained to be the experts in contract benefits, eligible products, and needs of OMNIA Partners members. These individuals are based across the U.S. and in the markets they serve. Additionally, we have a dedicated resource in Lindsey Schuelke, Director of Public Sector Sales. Lindsey will serve as the primary HON contact for all aspects of the OMNIA Partners contract by leading the development of the training content in conjunction with our marketing and sales training groups. B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to: i. Creation and distribution of a co-branded press release to trade publications ii. Announcement, Master Agreement details and contact information published on the Supplier’s website within first 90 days iii. Design, publication and distribution of co-branded marketing materials within first 90 days iv. Commitment to attendance and participation with OMNIA Partners, Public Sector at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier-specific trade shows, conferences and meetings throughout the term of the Master Agreement v. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners, Public Sector for partner suppliers. Booth space will be purchased and staffed by Supplier. In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners, Public Sector. vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.) Requirements for National Cooperative Contract Page 36 of 55 viii. Dedicated OMNIA Partners, Public Sector internet web-based homepage on Supplier’s website with: • OMNIA Partners, Public Sector standard logo; • Copy of original Request for Proposal; • Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier; • Summary of Products and pricing; • Marketing Materials • Electronic link to OMNIA Partners, Public Sector’s website including the online registration page; • A dedicated toll-free number and email address for OMNIA Partners, Public Sector Within 30 days of the award, The HON Company will: o Partner with OMNIA Partners to create and launch a co-branded press release announcing the new contract award. o Announce the award of the contract through any and all social channels, as well as company website o Design, publish, and distribute co-branded marketing materials o Publish and maintain a dedicated OMNIA Partners internet-based web page homepage on our website which may include: OMNIA Partners standard logo, copy of original Request for Proposal, copy of contract and amendments between Principal Procurement Agency and HON, summary of products and pricing, marketing materials, and an electronic link to OMNIA Partners’ website including the online registration page, as well as a dedicated toll free number and email address for OMNIA Partners questions and concerns. Within 60 days of the award, The HON Company will: o Commit and schedule attendance and participation in national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and company-specific trade shows, conferences and meetings throughout the term of the Master Agreement. o Commit and schedule attendance with and exhibit at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Company. In addition, Company commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners. o Design and publish advertising pieces in national and regional trade publications o Meet with each authorized dealer within the first 60 days of the award date to establish a written sales execution plan that will maximize potential sales efforts with the OMNIA Partners contract. The business plan will include, but is not limited to: Annual sales volume commitment for the OMNIA Partners contract, Organization commitment outlining the number of sales representatives the dealership will have accountable for their Requirements for National Cooperative Contract Page 37 of 55 OMNIA Partners sales goal, identify target OMNIA Partners for business development planning, commitments outlining specific marketing initiatives that each dealership will commit to use in order to engage OMNIA Partners, including: e-mail campaigns, special events (open houses, showroom events, customer appreciation events, etc.), OMNIA Partners catalog distribution plans, and product presentations. Within 90 days of the award, The HON Company will: o Initiate and continue to publish, market, and promote material such as case studies, collateral pieces, presentations and promotions to all members o Conduct on-going OMNIA Partners contract training with the dealer sales force, this training will continue throughout the life of the contract: • Discuss authorized users of the contract, pricing and service requirements, etc. • Identify and schedule appointments with key OMNIA Partners to inform them about HON's products and pricing on the OMNIA Partners contract • Understand how we can help them meet or exceed their purchasing requirements • Schedule OMNIA Partners joint marketing events with HON Dealers and OMNIA Partners. Encourage our HON dealers to join and participate in professional associations and organizations that include OMNIA Partners and volunteer to speak at various organizations that have an interest in HON product, services and solutions. C. Describe how Supplier will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners, Public Sector. Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other cooperative agreements. The HON Company positions OMNIA Partners as our premier contract, offering our government, public sector and non-profit customers the best contract solution to help them meet the procurement goals of their respective agencies. We market the OMNIA Partners contract to our existing government customers through multiple avenues, to include in person meetings, telemarketing campaigns and printed and electronic mailings. HON also works directly with the OMNIA Partners sales team to train our existing and prospective customers on the benefits of the OMNIA Partners/Region 4 ESC contract and how our awarded contract meets their procurement needs. The HON Company currently holds several cooperative contracts, such as NASPO, OMNIA Partners, BuyBoard, COSTARS, and KCDA which offer varying product, pricing and terms to Public Sector customers. OMNIA Partners/Region 4 ESC contract is the sole contract HON offers as a nationwide cooperative contract solution. As our lead, nationwide cooperative contract, HON has advantaged our OMNIA Partners contract through executive sponsorship, marketing materials, nationwide training of both our internal sales team and our dealer partner sales teams and by creating a compelling product offering at a Requirements for National Cooperative Contract Page 38 of 55 competitive price point. HON is proud to offer our current government customers the opportunity to purchase from the OMNIA Partners contract. In many states, it is the only contract option available. D. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners, Public Sector and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of OMNIA Partners, Public Sector logo will require permission for reproduction, as well. The HON Company gives permission to OMNIA Partners to use our logo and will provide both our logo and brand guidelines as requested. In the event of using the OMNIA Partners logo, we will seek permission for the reproduction as well. E. Confirm Supplier will be proactive in direct sales of Supplier’s goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners, Public Sector. All sales materials are to use the OMNIA Partners, Public Sector logo. At a minimum, the Supplier’s sales initiatives should communicate: i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency ii. Best government pricing iii. No cost to participate iv. Non-exclusive As evidenced by our strong sales growth, HON is actively pursuing ways to sell our products and services to Participating Agencies as well as continue to promote membership to eligible agencies to join the cooperative. We value the relationships our sales teams have created with the OMNIA Partners sales members and the success of our teams to grow the contract. As partners, HON will continue to be diligent in our responsiveness to Public Agencies and will ensure timely follow up to leads established by OMNIA Partners, Public Sector. Along with providing our logo to support marketing communications and promotions, HON also has a dedicated Channel Marketing Manager who works directly with OMNIA Partner’s marketing leadership to develop communications and promotions which reflect the key selling points of the contract. These communications include language mutually agreed upon by both organizations which appropriately highlight many of the items noted above. Your dedicated HON marketing resource, Michelle Mathis, serves as a direct contact for marketing leadership to contact and strategically plan promotions and initiatives that benefit the OMNIA Partners contract. Michelle can be reached by phone at (563) 299-0919 or email at mathismi@honcompany.com. Over the past 12 months, the relationship between OMNIA Partners and HON's Marketing team has led to successful projects such as e-Communications, flyers, and coordinated tradeshow activities. F. Confirm Supplier will train its national sales force on the Master Agreement. At a minimum, sales training should include: i. Key features of Master Agreement Requirements for National Cooperative Contract Page 39 of 55 ii. Working knowledge of the solicitation process iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners, Public Sector iv. Knowledge of benefits of the use of cooperative contracts The HON Company has held the OMNIA Partners contract for almost ten years. During that time, we have developed a strong training program to educate our sales organization on selling the OMNIA Partners contract. The HON Company will continue to utilize multiple training touch points to educate our sales force on the key features of the agreement, the solicitation process, eligible agencies, key strategies, benefits of cooperative contracts and effective use of the available sales tools. Where appropriate, HON will continue to utilize the tools provided by the OMNIA Partners organization to further educate our sales organization. National sales force touch points include but are not limited to our annual national sales meeting, quarterly marketing communication guides, and monthly sales/marketing webinars. Within our sales organization, we have a highly skilled field sales force that is well versed on all our contracts. These Business Development Managers (BDMs) will be responsible for growing sales under the OMNIA Partners contract. Team members are trained to be the experts in contract benefits, eligible products, and needs of OMNIA Partners. These individuals are based across the U.S. and in the markets they serve. Lindsey Schuelke, Director of Public Sector Sales, she will serve as the primary HON contact for all aspects of the OMNIA Partners contract. Lindsey will lead the development of the training content in conjunction with our marketing and sales training groups. G. Provide the name, title, email and phone number for the person(s), who will be responsible for: i. Executive Support Ric Andersen - Vice President and General Manager, Sales and Service Email: andersenr@honcompany.com Phone: (563) 506-4554 As a Vice President and General Manager, Sales and Service, Ric directs all nationwide commercial contract business for The HON Company, an Operating company within the HNI Corporation. As the world's largest mid- market commercial office furniture manufacturer, The HON Company designs, manufactures and distributes quality, practical products with an inspired design, while providing channel partners with unparalleled sales and marketing support. He leads this team in developing and delivering profitable sales and marketing strategies to Independent, wholesale, and national supplies dealers located throughout the U.S. In addition, he participates in top-to-top senior leadership meetings at the HON and OMNIA Partners level to ensure cooperative relationships. He collaborates with C-level executives of the largest dealer partners - including Fortune 500 corporations - and oversees all channel development, sales, marketing, product strategy, and P&L for The HON Company's largest division. Ric has held executive sales leadership roles within The HON Company's parent and sister companies; led national, international, and multinational teams in B2B and B2C environments. He holds a degree in Advanced Executive Education from the University of Chicago's School of Business and the Thunderbird School of Global Management; MBA and Requirements for National Cooperative Contract Page 40 of 55 BA from the University of Iowa. Ric is also a veteran of the U.S. Army. ii. Marketing Michelle Mathis – Marketing Specialist Email: mathismi@honcompany.com Phone: (563) 299-0919 Michelle Mathis graduated from Iowa State University with a Bachelor of Science in Marketing. Michelle’s current role is Marketing Specialist, Vertical Markets. Specifically, to OMNIA Partners, Michelle is responsible to work with OMNIA Partner’s internal members marketing team to develop and execute on marketing campaigns which but are not limited to the following: emails, flyers, brochures, animations and co-branded collateral. Michelle works to ensure HON and OMNIA Partner’s sales team have the necessary resources to successfully sell the contract and of its benefits. iii. Sales Lindsey Schuelke – Director of Public Sector Sales Email: schuelkel@honcompany.com Phone: (563) 299-8915 Lindsey Schuelke graduated from St. Ambrose University with a degree in Public Relations and Marketing Communications. Lindsey started with The HON Company in the Customer Support department over seven years ago where she learned the ground roots of the organization. From there, she has been in many Project Management and Sales roles. As the Director of Public Sector Sales, she is responsible for managing the contract portfolio of HON held contracts. Upon award of the contract, Lindsey works cross functionally with various departments in the organization to ensure the contract sees sales growth. A few of the teams involved in contract support that Lindsey will work with to ensure appropriate resources are provided are: Training, Marketing, Internal and External Sales, Contract Compliance and Dealer Partner relationships. OMNIA Partners, Public Sector relationship is a critical part of her portfolio. iv. Sales Support Nicholas Austin – Government Solutions Specialist Email: HONGSACS@honcompany.com Phone: (800) 466-8694 Nicholas helps identify win-win solutions to customer concerns, administer government contract terms, coordinate warranty requests, provide technical assistance of products, facilitate order changes, advise on terms and conditions, serve as subject matter expert for the team, and supply tracking and delivery information. In addition to Nicholas, the Government Customer Service Team consists of the following teams:  Government Solutions Team Managers - Oversee government and order entry teams, assure high level of e-mail/call quality to ensure positive customer experience, execute philosophy of being easy to do business with (ETDBW), identify and implement strategic initiatives department-wide, assist in providing solutions to escalated concerns, and maintain government knowledge and relations. Requirements for National Cooperative Contract Page 41 of 55  Government Solutions Specialists - Identify win-win solutions to customer concerns, administer government contract terms, coordinate warranty requests, provide technical assistance of products, facilitate order changes, advise on terms and conditions, serve as Subject Matter Experts for department, and supply tracking and delivery information.  Government Project Coordinators - Manage government project orders by facilitating truckloads, delivery, and shipment methods, serves as one point of contact throughout entire ordering process from Order Entry through Punch list, support specialty government processes to ensure successful project completion.  Government Order Entry Members - Enter government orders, administer government contract terms, maintain supportive government documentation, promote accurate pricing, clean orders, and in the event an incomplete order they are responsible for managing bad lines by working with the Agencies or Dealer to resolve. v. Financial Reporting Jeff Cunningham – Financial Analyst Email: Cunninghamj@hnicorp.com Phone: (563) 272-4405 Jeff Cunningham has been a member of The HON Company, a leading office furniture manufacturer, for eight years and is responsible for company wide sales reporting and systems management. Prior to his current role, Jeff has held the position of Risk Analyst at HNI Corporation. vi. Accounts Payable Jennifer Curry – Accountant, Accounts Payable Email: generalledger@hnicorp.com Phone: (866) 514-5882 Option 1 Jennifer and the Accounts payable team will be responsible for the admin fee reporting and payment. vii. Contracts Melissa Lincoln – Public Sector Contract Manager Email: contractmanager@honcompany.com Phone: (563) 506-9541 Melissa Lincoln has been a member of HNI for nine years serving in several roles focused on customer and sales support, contract management and finance. As Contract Manager, Melissa will oversee the compliance and administrative requirements of the OMNIA Partners contract. Prior to this role, Melissa has held various positions including Financial Analyst, Proposal Coordinator, and Contract & Sales Administrator. Requirements for National Cooperative Contract Page 42 of 55 H. Describe in detail how Supplier’s national sales force is structured, including contact information for the highest-level executive in charge of the sales team. Our sales organization consists of over 100 experienced professionals empowered to serve the needs of our customers. As noted in Section 3.1.B, our sales professionals are aligned to specific regions within the United States. The Organizational Chart below illustrates how our sales regions are structured along with the contact information for Ric Andersen, our Vice President & General Manager, Sales & Service. I. Explain in detail how the sales teams will work with the OMNIA Partners, Public Sector team to implement, grow and service the national program. At HON, your success is our success. We are committed to the role that OMNIA Partners plays in our market share strategies. We have worked closely with OMNIA Partners Public Sector team to understand and leverage the strengths of our two organizations. HON will continue to partner with the OMNIA Partners Public Sector team throughout all levels of the organization, examples of successful collaboration include: ▪ Strategy meetings with the Strategic Development Partners to create nationwide sales initiatives for a targeted Participating Agency segment; these initiatives will be supported by our mutual sales and marketing teams. o Areas of Opportunities for growth to evaluate will include: 1.) States: where a furniture contract isn’t present: including-but-not limited to California, Illinois, Michigan, Missouri, Nebraska, Virginia, Washington, North and South Dakota and Colorado. 2.) K-12 Segment: The HON Company is currently launching new, innovative, practical solutions for the classroom space for existing and new customers looking to modernize and bring their districts to the 21st Century Learning styles. The HON Company has invested in a tool that identifies all school districts that have active bond money to execute these efforts. We will highlight the benefits of using a cooperative contract such as OMNIA Partners to hit price points for strict budgets. Requirements for National Cooperative Contract Page 43 of 55 3.) Cities & Counties: As part of an overall broadened strategy with Public Sector, we will start to create and execute a vision to engage with key cities and counties that OMNIA Partners will be the forefront leader on. We will highlight cooperative purchasing and the benefits of buying on OMNIA Partners. ▪ Our Marketing teams will continue to collaborate on development of effective materials which will enhance customers understanding of the contract and share our mutual value proposition. These materials will be targeted to the types of customers listed above. ▪ Our Sales teams will continue to have a multi-faceted approach to sales by leveraging our nationwide network of dealers and directly targeting eligible Participating Agencies. The lines of communication between our sales organization have been strong throughout our long history and will continue to be a vital part of our mutual success. ▪ We will continue to utilize the OMNIA Partners training department and OMNIA Partners sales members to support the roll-out of our new contract award and to provide on-going education to our authorized dealer partners, field sales members and eligible participating agencies. We intend to use our nationwide network of OMNIA Partners authorized dealer partners well as our nationwide team of Sales Representatives to aggressively market the OMNIA Partners contract. Our Sales team, dedicated Government Customer Support team, Marketing team and our Dealer partners will be readily available to work with the OMNIA Public Sector organization to continue strong adoption of the contract and mutual sales growth. J. Explain in detail how Supplier will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account set-up, timely contract administration, etc. The Region 4 contract is supported throughout our organization; our sales, marketing, customer support, merchandising and contract teams are key departments focused on the success of our contract. Our internal contract team ensures the compliance and support of our contract, they work directly with OMNIA and Region 4 to ensure our contract reflects the most up-to-date pricing, products and services offered by HON. Our contract team has created standard processes and workflows within our organization to allow for product, pricing, dealer updates, etc. to be submitted timely and per the requirements of the contract. Updates to our contract are announced via a marketing email communication to our sales and dealer network. Our Marketing, Sales and Merchandising functions work closely together to create coordinated plans for customer specific sales efforts, promotions, targeted marketing pieces, etc. As we develop monthly, quarterly and yearly plans for sales growth, these departments review all aspects to ensure proper roll-out and support for our dealers, internal sales teams, OMNIA sales members and eligible participating agencies. We train our dealers on the many features and benefits of the OMNIA Partners contract and how best to promote the contract with OMNIA Partners. Along with training our dealers, we also provide them with the resources and tools to be Requirements for National Cooperative Contract Page 44 of 55 successful. One of the main marketing resources we provide our dealers is the HON OMNIA Partners catalog. This catalog highlights the benefits of the OMNIA Partners contract, showcases the breadth of products we offer, provides inspirational images along with OMNIA Partners net pricing. We understand how important it is to have an online presence, so we maintain a page on hon.com that is dedicated to our OMNIA Partners and outlines where they can find contract information and an OMNIA Partners dealer closest to them. The image below reflects the many authorized dealer partners approved on HON’s Region 4 contract. The HON Company is proud to offer the OMNIA Partners contract as our leading nationwide public sector Cooperative Purchasing Program. Since HON was awarded the OMNIA Partners contract in April 2010, formerly TCPN, and we have seen double digit growth every year. In 2014, OMNIA Partners became HON’s only nationwide public sector cooperative contract that is offered in all 50 states. K. State the amount of Supplier’s Public Agency sales for the previous fiscal year. Provide a list of Supplier’s top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each. The HON Company is a wholly owned subsidiary of HNI Corporation and is our policy not to disclose financial information by brand. HNI Corporation is publicly traded on the New York Stock Exchange (NYSE: HNI) under the symbol HNI. HNI Corporation has a financial rating of 5A1 with Dun & Bradstreet, which is the best available rating. HNI Corporation had the following revenues for the past 3 years: 2016 $2,203,489,000 2017 $2,175,882,000 2018 $2,257,895,000 In fiscal 2018, the Corporation had net sales of $2.2 billion, of which $1.7 billion or 76 percent was attributable to office furniture products. HNI federal government sales represent approximately 4-5% of total HNI Office Furniture Segment. HNI state and local sales represent approximately 15% of total HNI Office Furniture Segment. HON is willing to provide details regarding our top 10 Public Agency customers upon request. Requirements for National Cooperative Contract Page 45 of 55 L. Describe Supplier’s information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions. The HON Company continues to invest in systems which allow us to provide world class capabilities to our dealers and our customers. In 2018 we invested millions of dollars to ensure we were the industry leader for digital capabilities and underwent an eight-year intensive preparation cycle to adapt these principles with Oracle. Through Oracle, we can connect our systems directly with all major dealer operating systems, allowing a seamless order flow. Eligible customers can submit their orders directly to HON, or our preferred method is through our authorized dealers. Dealers will review customers’ orders to ensure accurate pricing and product information is reflected prior to order. Dealers can place an order directly through our HON Ready Portal, via email or EDI. Our HON Ready portal is available to our dealers 24 hours a day, 7 days a week. The HON Company has a fully integrated order entry platform which allows HON to receive and enter purchase orders directly from the participating entity. The order execution process is automatic and allows us to acknowledge the order for a ship date with integrated technology in the first 24 hours of receipt. A Delivery Appointment Notification will be sent via email for the authorized dealer or customer to confirm delivery details with HON’s Traffic Contact. Once the order is acknowledged, dealers or customers can access the HON Ready Portal for real time order status updates. Invoices are created and released at the time of order shipment. Agencies and Dealers both have the capability to monitor and pay invoices within HON’s Oracle system. The agency or dealer being invoiced will be able to review and print invoices, monitor due dates, process ACH payments, and dispute amounts all in one simple and functional online platform. In addition, a dedicated Credit Analyst is available to assist with any issues or questions the agency or authorized dealer may have about Oracle or invoices. M. Provide the Contract Sales (as defined in Section 10 of the OMNIA Partners, Public Sector Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement (“Guaranteed Contract Sales”). $ .00 in year one $ .00 in year two $ .00 in year three To the extent Supplier guarantees minimum Contract Sales, the administration fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales. Through our partnership, HON has been able to aggressively grow sales under the OMNIA Partners/Region 4 ESC contract consistently year-over-year; it is our intention to continue to build upon our success with the new award as HON’s lead nationwide public sector contract. At this time, The HON Company has chosen to not provide a minimum guarantee for each year and will be responsible for the administration fees based on the actual Contract Sales. Requirements for National Cooperative Contract Page 46 of 55 N. Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement. a. Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners, Public Sector). b. If competitive conditions require pricing lower than the standard Master Agreement not-to-exceed pricing, Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners, Public Sector under the Master Agreement. c. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to OMNIA Partners, Public Sector). d. If alternative or multiple proposals are permitted, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal. Detail Supplier’s strategies under these options when responding to a solicitation. HON will work with the agencies as they issue their own solicitations. Should an agency not require the sale be under the OMNIA/Region 4 ESC Master Agreement, HON will use commercially reasonable efforts to have price parity among this Master Agreement and the agency’s solicitations provided the product mix, competitive conditions, terms and conditions and geographical scope are the same as further outlined in this response. Throughout this proposal, HON has designated OMNIA Partners/Region 4 ESC as our primary go to market contract. As such, HON is implementing a strategic sales plan to drive market growth which positions OMNIA Partners/Region 4 ESC most competitively. Requirements for National Cooperative Contract Page 47 of 55 EXHIBIT B ADMINISTRATION AGREEMENT, EXAMPLE ADMINISTRATION AGREEMENT THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made this day of 20 , between National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector (“OMNIA Partners, Public Sector”), and (“Supplier”). RECITALS WHEREAS, the (the “Principal Procurement Agency”) has entered into a Master Agreement effective , Agreement No , by and between the Principal Procurement Agency and Supplier, (as may be amended from time to time in accordance with the terms thereof, the “Master Agreement”), as attached hereto as Exhibit A and incorporated herein by reference as though fully set forth herein, for the purchase of (the “Product”); WHEREAS, said Master Agreement provides that any or all public agencies, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (collectively, “Public Agencies”), that register (either via registration on the OMNIA Partners, Public Sector website or execution of a Master Intergovernmental Cooperative Purchasing Agreement, attached hereto as Exhibit B) (each, hereinafter referred to as a “Participating Public Agency”) may purchase Product at prices stated in the Master Agreement; WHEREAS, Participating Public Agencies may access the Master Agreement which is offered through OMNIA Partners, Public Sector to Public Agencies; WHEREAS, OMNIA Partners, Public Sector serves as the contract administrator of the Master Agreement on behalf of Principal Procurement Agency; WHEREAS, Principal Procurement Agency desires OMNIA Partners, Public Sector to proceed with administration of the Master Agreement; and WHEREAS, OMNIA Partners, Public Sector and Supplier desire to enter into this Agreement to make available the Master Agreement to Participating Public Agencies and to set forth certain terms and conditions governing the relationship between OMNIA Partners, Public Sector and Supplier. NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, OMNIA Partners, Public Sector and Supplier hereby agree as follows: DEFINITIONS 1. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Master Agreement. Requirements for National Cooperative Contract Page 48 of 55 TERMS AND CONDITIONS 2. The Master Agreement and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. Supplier acknowledges and agrees that the covenants and agreements of Supplier set forth in the solicitation and Supplier’s response thereto resulting in the Master Agreement are incorporated herein and are an integral part hereof. 3. OMNIA Partners, Public Sector shall be afforded all of the rights, privileges and indemnifications afforded to Principal Procurement Agency by or from Supplier under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to OMNIA Partners, Public Sector, its agents, employees, directors, and representatives under this Agreement including, but not limited to, Supplier’s obligation to obtain appropriate insurance. 4. OMNIA Partners, Public Sector shall perform all of its duties, responsibilities and obligations as contract administrator of the Master Agreement on behalf of Principal Procurement Agency as set forth herein, and Supplier hereby acknowledges and agrees that all duties, responsibilities and obligations will be undertaken by OMNIA Partners, Public Sector solely in its capacity as the contract administrator under the Master Agreement. 5. With respect to any purchases by Principal Procurement Agency or any Participating Public Agency pursuant to the Master Agreement, OMNIA Partners, Public Sector shall not be: (i) construed as a dealer, re-marketer, representative, partner or agent of any type of the Supplier, Principal Procurement Agency or any Participating Public Agency; (ii) obligated, liable or responsible for any order for Product made by Principal Procurement Agency or any Participating Public Agency or any employee thereof under the Master Agreement or for any payment required to be made with respect to such order for Product; and (iii) obligated, liable or responsible for any failure by Principal Procurement Agency or any Participating Public Agency to comply with procedures or requirements of applicable law or the Master Agreement or to obtain the due authorization and approval necessary to purchase under the Master Agreement. OMNIA Partners, Public Sector makes no representation or guaranty with respect to any minimum purchases by Principal Procurement Agency or any Participating Public Agency or any employee thereof under this Agreement or the Master Agreement. 6. OMNIA Partners, Public Sector shall not be responsible for Supplier’s performance under the Master Agreement, and Supplier shall hold OMNIA Partners, Public Sector harmless from any liability that may arise from the acts or omissions of Supplier in connection with the Master Agreement. 7. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OMNIA PARTNERS, PUBLIC SECTOR EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING OMNIA PARTNERS, PUBLIC SECTOR’S PERFORMANCE AS A CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT. OMNIA PARTNERS, PUBLIC SECTOR SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF OMNIA PARTNERS, PUBLIC SECTOR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TERM OF AGREEMENT; TERMINATION 8. This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the provisions of Sections 3 – 8 and 12 – 23, hereof and the Requirements for National Cooperative Contract Page 49 of 55 indemnifications afforded by the Supplier to OMNIA Partners, Public Sector in the Master Agreement, to the extent such provisions survive any expiration or termination of the Master Agreement, shall survive the expiration or termination of this Agreement. 9. Supplier’s failure to maintain its covenants and commitments contained in this Agreement or any action of the Supplier which gives rise to a right by Principal Procurement Agency to terminate the Master Agreement shall constitute a material breach of this Agreement. If such breach is not cured within thirty (30) days of written notice to Supplier, in addition to any and all remedies available at law or equity, OMNIA Partners, Public Sector shall have the right to terminate this Agreement, at OMNIA Partners, Public Sector’s sole discretion. Notwithstanding anything contained herein to the contrary, this Agreement shall terminate on the date of the termination or expiration of the Master Agreement. NATIONAL PROMOTION 10. OMNIA Partners, Public Sector and Supplier shall publicize and promote the availability of the Master Agreement’s products and services to Public Agencies and such agencies’ employees. Supplier shall require each Public Agency to register its participation in the OMNIA Partners, Public Sector program by either registering on the OMNIA Partners, Public Sector website (www.omniapartners.com/publicsector), or executing a Master Intergovernmental Cooperative Purchasing Agreement prior to processing the Participating Public Agency’s first sales order. Upon request, Supplier shall make available to interested Public Agencies a copy of the Master Agreement and such price lists or quotes as may be necessary for such Public Agencies to evaluate potential purchases. 11. Supplier shall provide such marketing and administrative support as set forth in the solicitation resulting in the Master Agreement, including assisting in development of marketing materials as reasonably requested by Principal Procurement Agency and OMNIA Partners, Public Sector. Supplier shall be responsible for obtaining permission or license of use and payment of any license fees for all content and images Supplier provides to OMNIA Partners, Public Sector or posts on the OMNIA Partners, Public Sector website. Supplier shall indemnify, defend and hold harmless OMNIA Partners, Public Sector for use of all such content and images including copyright infringement claims. Supplier and OMNIA Partners, Public Sector each hereby grant to the other party a limited, revocable, non-transferable, non-sublicensable right to use such party’s logo (each, the “Logo”) solely for use in marketing the Master Agreement. Each party shall provide the other party with the standard terms of use of such party’s Logo, and such party shall comply with such terms in all material respects. Both parties shall obtain approval from the other party prior to use of such party’s Logo. Notwithstanding the foregoing, the parties understand and agree that except as provided herein neither party shall have any right, title or interest in the other party’s Logo. Upon termination of this Agreement, each party shall immediately cease use of the other party’s Logo. ADMINISTRATIVE FEE, REPORTING & PAYMENT 12. An “Administrative Fee” shall be defined and due to OMNIA Partners, Public Sector from Supplier in the amount of three percent (3%) (“Administrative Fee Percentage”) multiplied by the total purchase amount paid to Supplier, less refunds, credits on returns, rebates and discounts, for the sale of products and/or services to Principal Procurement Agency and Participating Public Agencies pursuant to the Master Agreement (as amended from time to time and including any renewal thereof) (“Contract Sales”). From time to time the parties may mutually agree in writing to a lower Administrative Fee Percentage for a specifically identified Participating Public Agency’s Contract Sales. Requirements for National Cooperative Contract Page 50 of 55 13. Supplier shall provide OMNIA Partners, Public Sector with an electronic accounting report monthly, in the format prescribed by OMNIA Partners, Public Sector, summarizing all Contract Sales for each calendar month. The Contract Sales reporting format is provided as Exhibit C (“Contract Sales Report”), attached hereto and incorporated herein by reference. Contract Sales Reports for each calendar month shall be provided by Supplier to OMNIA Partners, Public Sector by the 10 day of the following month. Failure to provide a Contract Sales Report within the time and manner specified herein shall constitute a material breach of 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 Principal Procurement Agency’s sole discretion, and/or this Agreement, at OMNIA Partners, Public Sector’s sole discretion. 14. Administrative Fee payments are to be paid by Supplier to OMNIA Partners, Public Sector at the frequency and on the due date stated in Section 13, above, within 30 days of calendar month end, for Supplier’s submission of corresponding Contract Sales Reports. Administrative Fee payments are to be made via Automated Clearing House (ACH) to the OMNIA Partners, Public Sector designated financial institution identified in Exhibit D. Failure to provide a payment of the Administrative Fee within the time and manner specified herein shall constitute a material breach of 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 Principal Procurement Agency’s sole discretion, and/or this Agreement, at OMNIA Partners, Public Sector’s sole discretion. All Administrative Fees not paid when due shall bear interest at a rate equal to the lesser of one and one-half percent (1 1/2%) per month or the maximum rate permitted by law until paid in full. 15. Supplier shall maintain an accounting of all purchases made by Participating Public Agencies under the Master Agreement. OMNIA Partners, Public Sector, or its designee, in OMNIA Partners, Public Sector’s sole discretion, reserves the right to compare Participating Public Agency records with Contract Sales Reports submitted by Supplier for a period of four (4) years from the date OMNIA Partners, Public Sector receives such report. In addition, OMNIA Partners, Public Sector may engage a third party to conduct an independent audit of Supplier’s monthly reports. In the event of such an audit, Supplier shall provide all materials reasonably requested relating to such audit by OMNIA Partners, Public Sector at the location designated by OMNIA Partners, Public Sector. In the event an underreporting of Contract Sales and a resulting underpayment of Administrative Fees is revealed, OMNIA Partners, Public Sector will notify the Supplier in writing. Supplier will have thirty (30) days from the date of such notice to resolve the discrepancy to OMNIA Partners, Public Sector’s reasonable satisfaction, including payment of any Administrative Fees due and owing, together with interest thereon in accordance with Section 13, and reimbursement of OMNIA Partners, Public Sector’s costs and expenses related to such audit. GENERAL PROVISIONS 16. This Agreement, the Master Agreement and the exhibits referenced herein supersede any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereto and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained or incorporated herein shall be valid or binding. In the event of any conflict between the provisions of this Agreement and the Master Agreement, as between OMNIA Partners, Public Sector and Supplier, the provisions of this Agreement shall prevail. 17. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement or to recover any Administrative Fee and accrued interest, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which it may be entitled. 18. This Agreement and OMNIA Partners, Public Sector’s rights and obligations hereunder may be assigned at OMNIA Partners, Public Sector’s sole discretion to an affiliate of OMNIA Partners, Public Sector, any purchaser of any or all or substantially all of the assets of Requirements for National Cooperative Contract Page 51 of 55 OMNIA Partners, Public Sector, or the successor entity as a result of a merger, reorganization, consolidation, conversion or change of control, whether by operation of law or otherwise. Supplier may not assign its obligations hereunder without the prior written consent of OMNIA Partners, Public Sector. 19. All written communications given hereunder shall be delivered by first-class mail, postage prepaid, or overnight delivery on receipt to the addresses as set forth below. A. OMNIA Partners, Public Sector: OMNIA Partners, Public Sector Attn: President 840 Crescent Centre Drive Suite 600 Franklin, TN 37067 B. Supplier: 20. If any provision of this Agreement shall be deemed to be, or shall in fact 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, and this Agreement will be construed by limiting or invalidating such provision to the minimum extent necessary to make such provision valid, legal and enforceable. 21. This Agreement may not be amended, changed, modified, or altered without the prior written consent of the parties hereto, and no provision of this Agreement may be discharged or waived, except by a writing signed by the parties. A waiver of any particular provision will not be deemed a waiver of any other provision, nor will a waiver given on one occasion be deemed to apply to any other occasion. 22. This Agreement shall inure to the benefit of and shall be binding upon OMNIA Partners, Public Sector, the Supplier and any respective successor and assign thereto; subject, however, to the limitations contained herein. 23. This Agreement will be construed under and governed by the laws of the State of Delaware, excluding its conflicts of law provisions and any action arising out of or related to this Agreement shall be commenced solely and exclusively in the state or federal courts in Williamson County Tennessee. 24. This Agreement may be executed in counterparts, each of which is an original but all of which, together, shall constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile, or by .pdf or similar electronic transmission, will constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile, or by .pdf or similar electronic transmission, will be deemed to be their original signatures for any purpose whatsoever. RFP Page 12 IV. EVALUATION PROCESS AND CRITERIA 1. A committee will review and evaluate all responses and make a recommendation for award of Contract(s). The recommendation for Contract awards will be based on the predetermined criteria factors outlined in this section, where each factor is assigned a point value based on its importance. In evaluating the responses, the following predetermined criteria is considered: a) Products/Pricing (40 Points) b) Performance Capability (30 Points) c) Qualification and Experience (20 Points) d) Value Add (10 Points) 2. Offeror’s proposal should, at a minimum, include the following for Region 4 ESC’s evaluation: a) Products/Services/Pricing i. Offerors shall provide pricing based on a discount from a manufacturer’s price list or catalog, or fixed price, or a combination of both with indefinite quantities. Prices listed will be used to establish the extent of a manufacturer’s product lines, services, warranties, etc. that are available from Offeror and the pricing per item. Multiple percentage discounts are acceptable if, where different percentage discounts apply, those different percentages are specified. Additional pricing and/or discounts may be included. Products and services proposed are to be priced separately with all ineligible items identified. Offerors may elect to limit their proposals to any category or categories. HON is pleased to provide our detailed pricing proposal in Tab 2, Products/Pricing, as requested. We are offering discounts by product category utilizing a tiered discount structure based on list order size. ii. Include an electronic copy of the catalog from which discount, or fixed price, is calculated. Electronic price lists must contain the following: (if applicable) • Manufacturer part # • Offeror’s Part # (if different from manufacturer part #) • Description • Manufacturers Suggested List Price and Net Price • Net price to Region 4 ESC (including freight) Media submitted for price list must include the Offerors’ company name, name of the solicitation, and date on a Flash Drive (i.e. Pin or Jump Drives). Please find the January 2020 HON Full Line Price List and January 2020 HON Seating Price List on the flash drive included with our response. iii. Is pricing available for all products and services? Our proposed pricing includes all Full Lifetime Warranty products offered by HON. In addition, our proposal includes a comprehensive listing of all services offered by our OMNIA Partners authorized dealers. RFP Page 13 i. Please provide pricing for services based on a range, from minimum price per hour to maximum price per hour, with a not to exceed on the maximum price per hour charge. HON is pleased to provide our detailed pricing proposal in Tab 2, Products/Pricing, as requested. We are proposing a comprehensive list of services offered by our authorized dealers. Services which are priced at an hourly rate include a range from minimum per hour to a not-to-exceed maximum charge per hour. iv. Describe any shipping charges. All shipments for the Continental U.S. (48 Contiguous) will be FOB Origin, freight paid by HON to a single ship-to location per order. HON will determine best method of shipment and delivery timeframes. Destination address must be able to accept a 53-ft. trailer and must have a loading dock. Charges for non-standard services (Enhanced Services) and order change fees (Order Change Fee) for services requested outside of standard freight costs apply. Please see Order to Delivery brochure for full details on Standard Services, Enhanced Services and Order Change Fees. For shipments outside the Continental U.S., HON will pay for freight charges to the nearest port of embarkation; shipping fees from the port of embarkation to the final destination will be negotiated by the authorized dealer and the end customer. i. Describe delivery charges along with definitions for: 1. Dock Delivery Order is shipped directly by HON to a single ship-to location. Items are delivered to the tailgate of the trailer. Purchaser is responsible for the equipment and manpower to off-load the shipment and does not include delivery into facility. Dock delivery is included in our offered discounts; no additional fees shall apply. 2. Inside Delivery Product is brought from the truck into the facility either over the threshold or to a location on the same floor as the receiving dock. Service is only provided by LTL carriers or our authorized dealers. Does not include uncartoning, disposal of packaging or assembly. Some limitations may apply based upon the size of the order; please contact HON or the authorized dealer prior to shipment. Additional charges for inside delivery apply. 3. Deliver and Install On orders requesting delivery and installation, (open, set in place, ready to use) HON’s authorized dealer, shall be responsible for receipt, inspection and assembly of items delivered in the area designated by the Participating Agency as well as prompt removal of all debris which is a result of delivery. Additional charges for installation apply. RFP Page 14 v. Provide pricing for warranties on all products and services. HON products are backed by the industry-leading HON Full Lifetime Warranty. In the unlikely event that any HON product or component covered by the HON Full Lifetime Warranty should fail under normal workplace use as a result of defective material or workmanship, HON will replace any product that can’t be repaired with comparable product, or refund the purchase price. The complete terms of the warranty are available at hon.com/warranty and printed versions are included in Tab 2, Products & Pricing section of our proposal. vi. Describe any return and restocking fees. HON’s dealer network works closely with customers to ensure product needs are clearly identified and that the product selections meet these needs. Therefore, the need to return is minimal. In the event a return is being considered, the dealer will assist the customer in this process. Most HON products are made-to-order, so restocking is not usually viable. Returns for made-to-order products, if approved, that are not a result of damage, order entry error, etc., may be subject to a return fee of up to 45% of the invoiced amount plus the cost of return freight. Upon receipt of necessary information regarding the return, HON will issue a return authorization to the customer outlining items to be returned and where the items should be shipped. All returns must be made within 30 days after the return authorization is issued. Merchandise must be returned in the original shipping cartons with proper inner packing and is subject to inspection before acceptance. Once the item has been accepted, a credit is issued immediately to the customer. HON products are backed by the industry-leading HON Full Lifetime Warranty. In the unlikely event that any HON product or component covered by the HON Full Lifetime Warranty should fail under normal workplace use as a result of defective material or workmanship, HON will replace any product that can’t be repaired with comparable product, or refund the purchase price. The complete terms of the warranty are available at hon.com/warranty and printed versions are included in Tab 2, Products & Pricing section of our proposal. vii. Describe any additional discounts or rebates available. Additional discounts or rebates may be offered for large quantity orders, single ship to location, growth, annual spend, guaranteed quantity, etc. Not all needs are the same, from a single project to outfitting multiple buildings of office furniture, HON is willing to work with our customers to create a tailored product and pricing solution. Below are examples of some of the additional ways HON can support our customer’s procurement requirements, these incentives are negotiated on a per opportunity basis: • Additional pricing incentives for sole source agreements, committed volume, product standardization and custom pricing • Negotiable pricing based on individual product list volume; additional discounts may range from 1% to over 4%. RFP Page 15 viii. Describe how customers verify they are receiving Contract pricing. Ensuring Participating Agencies feel confident they are receiving accurate pricing under our Master Agreement is important to HON. There are multiple ways in which we approach pricing compliance, below is an overview of how Participating Agencies can confirm they are receiving Master Agreement pricing: Through our authorized dealer partners: Our Business Development Managers work one-on-one with each of our nationwide network of authorized dealers to ensure they are properly trained on the products, pricing, and requirements of the Region 4 OMNIA Partners contract. HON has developed several tools our dealers can utilize to ensure eligible OMNIA Partners customers receive accurate pricing, they include: ▪ Compass - Compass is our online pricing tool made available to authorized dealers. Compass provides exact net pricing for eligible OMNIA Partners products, based upon order size, discounts, and list prices approved on the OMNIA Partners contract. Compass allows dealers the ability to create quick and accurate price quotes for OMNIA Partners customers. The Compass tool ensures our dealers can provide agencies with accurate contract pricing and reduces the need for agencies to issue pricing modifications. Participating Agencies can request a copy of the Compass quote through our authorized dealer partner or can contact HON directly. ▪ Contract Summary Document - Our contract summary document provides our dealers with an overview of the OMNIA Partners pricing and terms and conditions requirements, including: how to sign up eligible OMNIA Partners customers, products approved under our OMNIA Partners contract, list pricer in effect, pricing for approved services, product discounts, and ordering instructions. Through our HON Government Customer Support Team: ▪ Our Government Customer Support Representatives are trained on the requirements of our Federal, State, Local, and Cooperative contract programs and provide informed responses to both our end customers and our nationwide network of OMNIA Partners dealers. Government Customer Support members have been formally trained to answer product, warranty, ordering, pricing, delivery, and other types of questions within an industry-leading response time. HON’s Government Customer Support team is available between the hours of 8:00 a.m. – 5:00 p.m. Monday through Friday CST to answer phone and e-mail inquiries. Our general customer service line is also available from 7:00 a.m. – 6:00 p.m. Monday through Friday CST. Through our marketing materials: ▪ OMNIA Partners Catalog - Our OMNIA Partners marketing catalog showcases our approved products at OMNIA Partners net pricing. We offer this catalog to our dealers and OMNIA end customers as a printed catalog or in an electronic format. End customers can also utilize this catalog to confirm OMNIA Partners net pricing. RFP Page 16 ▪ OMNIA Partners Dedicated Website – This website provides access to the most current price list, discount matrix, and contract requirements to assist Agencies in finding information quickly. For full details on the information available to Agencies, we have provided the following link for evaluation of our proposal response. https://www.hon.com/market/government/omnia-partners. ix. Describe payment methods offered. Payments can be made to The HON Company via Check, Credit Card, EFT, ACH, or Wire Transfer. Details for each payment option are outlined below. Payments by check for The HON Company should be sent to: The HON Company PO Box 404422 Atlanta, GA 30384-4422 Payments via EFT/ACH should be directed to the following bank information: Depository Financial Institution: Bank of America Routing Number: 111000012 Account Number: 37562-76567 Account Name: The HON Company Payments by Wire Transfer should be sent with the following bank information: Routing Number: 026009593 Account Number: 37562-76567 Account Name: The HON Company For payments by Credit Card, please contact our HON Government Customer Support Team at 800-466-8694. We accept all major credit cards except for Discover. At this time, we do not have any surcharge fees associated with credit card payments. If changes in economic factors should cause the need for an additional fee, we will request that approval from Region 4 ESC prior to implementation. x. Propose the frequency of updates to the Offeror’s pricing structure. Describe any proposed indices to guide price adjustments. If offering a catalog contract with discounts by category, while changes in individual pricing may change, the category discounts should not change over the term of the Contract. Pricing adjustments are generally requested on an annual basis. Certain economic factors could warrant the need for a more frequent request. HON will provide the necessary information needed to support the request for a price adjustment. Category discounts will remain unchanged over the term of the Contract. xi. Describe how future product introductions will be priced and align with Contract pricing proposed. Our product development efforts create end‐user solutions that are relevant, differentiated and focused on quality, aesthetics, style, sustainable design, and reducing manufacturing costs. We also continuously improve and enhance existing products through ergonomic research, improved manufacturing processes, alternative materials, and engineering support and training in each of our operating RFP Page 17 units. Product enhancements or additions to existing product series will be discounted within the category discounts provided in our discount matrix. Should a new product be introduced that is not part of an existing category, our Compliance Team will work with the OMNIA Partners/Region 4 ESC contract manager to ensure the new product meets the pricing requirements presented in our initial proposal response. xii. Provide any additional information relevant to this section. Not to Exceed Pricing. Region 4 ESC requests pricing be submitted as not to exceed pricing. Unlike fixed pricing, the Contractor can adjust submitted pricing lower if needed but, cannot exceed original pricing submitted. Contractor must allow for lower pricing to be available for similar product and service purchases. Cost plus pricing as a primary pricing structure is not acceptable. The HON Company has proposed pricing which meets these requirements. b) Performance Capability i. Include a detailed response to Appendix D, Exhibit A, OMNIA Partners Response for National Cooperative Contract. Responses should highlight experience, demonstrate a strong national presence, describe how Offeror will educate its national sales force about the Contract, describe how products and services will be distributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be tracked and reported to OMNIA Partners. Please see Tab 3 for our full response to Appendix D, Exhibit A, OMNIA Partners Response for National Cooperative Contract. ii. The successful Offeror will be required to sign Appendix D, Exhibit B, OMNIA Partners Administration Agreement prior to Contract award. Offerors should have any reviews required to sign the document prior to submitting a response. Offeror’s response should include any proposed exceptions to OMNIA Partners Administration Agreement on Appendix B, Terms and Conditions Acceptance Form. Please see Tab 3 for our redlines within Appendix D, Exhibit B, OMNIA Partners Administration Agreements as well as Appendix B, Terms and Conditions Acceptance Form. iii. Include completed Appendix D, Exhibits F. Federal Funds Certifications and G. New Jersey Business Compliance. Please see Tab 3 for completed and signed Appendix D, Exhibits F Federal Funds Certifications and G. New Jersey Business Compliance. RFP Page 18 iv. Describe how Offeror responds to emergency orders. At HON, we take pride in being HON Ready in everything we do, especially in the case of an emergency. We make our best effort to meet the requested dates of our customers within our standard lead times for the products being rush ordered. • There is a non-discountable 3.5% list up-charge if a date earlier than our standard lead times is required. If the emergency or rush delivery is a result of a dealer error or The HON Company’s error such as shortage, damage, etc., The HON Company will make every effort to expedite the product at no cost to the OMNIA Partner member. When you work with HON, you work with specialists in all areas, including customer support, order management, and production scheduling. These individuals form a tightly integrated team to ensure everything possible is done so that you receive your complete order on time. The HON team will leverage our multiple production facilities across the United States and extensive distribution network to provide the best possible outcome for each emergency order. v. What is Offeror’s average Fill Rate? The HON Company is on target in 2019 to meet or exceed our 2018 fill rate. The HON Company is dedicated to complete and on-time delivery by offering the most reliable delivery experience in the industry. vi. What is Offeror’s average on time delivery rate? Describe Offeror’s history of meeting the shipping and delivery timelines. The HON Company is dedicated to complete and on-time delivery by offering the most reliable delivery experience in the industry. The HON Company has a strong history of meeting shipping and delivery timelines. Over the past fiscal year, we have successfully met over 96% of scheduled customer delivery dates. This calculation is measured to the “minute” with no grace period. vii. Describe Offeror’s return and restocking policy. HON’s dealer network works closely with customers to ensure product needs are clearly identified and that the product selections meet these needs. Therefore, the need to return is minimal. In the event a return is being considered, the dealer will assist the customer in this process. Most HON products are made-to-order so restocking is not usually viable. Returns for made-to-order products, if approved, that are not a result of damage, order entry error, etc., may be subject to a return fee of up to 45% of the invoiced amount plus the cost of return freight. Upon receipt of necessary information regarding the return, HON will issue a return authorization to the customer outlining items to be returned and where the items should be shipped. All returns must be made within 30 days after the return authorization is issued. Merchandise must be returned in the original shipping cartons with proper inner packing and is subject to inspection before acceptance. Once the item has been accepted, a credit is issued immediately to the customer. HON products are backed by the industry-leading HON Full Lifetime Warranty. In the unlikely event that any HON product or component covered by the HON Full RFP Page 19 Lifetime Warranty should fail under normal workplace use as a result of defective material or workmanship, HON will replace any product that can’t be repaired with comparable product, or refund the purchase price. The complete terms of the warranty are available at hon.com/warranty and printed versions are included at the end of this section of our proposal. viii. Describe Offeror’s ability to meet service and warranty needs. In the event of a warranty issue, the process begins with the local Dealer and HON Customer Service using the Quick Claim Tool available on the HON Ready Portal. The dealer will enter the required information into the Quick Claim Tool which creates a work order for the warranty issue at hand. Once this work order is approved, HON Customer Service will work with the manufacturing and other necessary teams to quickly find a resolution to the issue. After reviewing the information, a decision will be made to resolve the issue by sending replacement parts or full replacement of the product. HON Customer Service will notify the dealer of the resolution plan and any additional information (including order numbers) will be provided to the dealer. ix. Describe Offeror’s customer service/problem resolution process. Include hours of operation, number of services, etc. The HON Company understands that our government, public sector, and non-profit customers often have their own unique set of needs. To better serve these customers, we have a dedicated Government Customer Support team. Our dedicated Government Customer Support team is located at HON headquarters in Muscatine, Iowa. The hours of operation are 8 a.m. – 5 p.m. CST, Monday-Friday. The team is available at (800) 466-8694 or e-mail HONGSATeam@honcompany.com. Our general customer service line is also available from 7 a.m. – 6 p.m. Monday through Friday CST. In addition, access to key information is also accessible 24/7 online at hon.com or the HON Ready Portal for our trade partners to be able to assist our customers after hours. If there is an urgent issue or an emergency outside of business hours, a HON Business Development Manager or an authorized OMNIA Partner dealer is available to address your needs. In the event that you are unsatisfied with the performance of a product, a HON member, or a member of the Authorized dealer’s staff, we ask that you promptly report your concern to the HON Government Customer Support Team. This dedicated team of Customer Support members are responsive and empowered, resolving most issues on the first call. The next level of contact is Lindsey Schuelke, Director of Public Sales, or Mike Ghelfi, Region Vice President. Our Vice President & General Manager for Sales & Service is Ric Andersen. If you have a concern Lindsey, Mike or Ric would be pleased to ensure the issue is resolved to your satisfaction. Final decision-making authority rests with our president, Brandon Bullock. RFP Page 20 Contact Information: Lindsey Schuelke, Director of Public Sector Sales Direct Line: (563) 272-8915 Email: schuelkel@honcompany.com Mike Ghelfi, Region Vice President, West Direct Line: (925) 989-6503 Email: ghelfi@honcompany.com Ric Andersen, Vice President and General Manager, Sales and Service Phone: (563) 506-4554 Email: andersenr@honcompany.com In addition to above, The HON Company has dedicated numerous resources to OMNIA Partners to manage your contract efficiently and effectively. Some of these resources include 4 Regional Vice Presidents, 63 Business Development Managers/Associates, 26 Sales Account Associates, 3 Solutions Account Managers, 5 Government Customer Support Representatives, 1 Government Customer Support Manager, 1 Dedicated Marketing Team Member and Authorized Dealers nationwide. x. Describe Offeror’s invoicing process. Include payment terms and acceptable methods of payments. Offerors shall describe any associated fees pertaining to credit cards/p-cards. The HON Company continues to invest in systems which allow us to provide world class capabilities to our dealers and our customers. In 2018 we invested millions of dollars to ensure we were the industry leader for digital capabilities and underwent an eight-year intensive preparation cycle to adapt these principles with Oracle. Through Oracle, we can connect our systems directly with all major dealer operating systems, allowing a seamless order flow. Eligible customers can submit their orders directly to HON, or our preferred method is through our authorized dealers. Dealers will review customers’ orders to ensure accurate pricing and product information is reflected prior to order. Dealers can place an order directly through our HON Ready Portal, via email or EDI. Our HON Ready portal is available to our dealers 24 hours a day, 7 days a week. The HON Company has a fully integrated order entry platform which allows HON to receive and enter purchase orders directly from the participating entity. RFP Page 21 The order execution process is automatic and allows us to acknowledge the order for a ship date with integrated technology in the first 24 hours of receipt. A Delivery Appointment Notification will be sent via email for the authorized dealer or customer to confirm delivery details with HON’s Traffic Contact. Once the order is acknowledged, dealers or customers can access the HON Ready Portal for real time order status updates. Invoices are created and released at the time of order shipment with payment terms of net 30 days. Agencies and Dealers both have the capability to monitor and pay invoices within HON’s Oracle system. The agency or dealer being invoiced will be able to review and print invoices, monitor due dates, process ACH payments, and dispute amounts all in one simple and functional online platform. In addition, a dedicated Credit Analyst is available to assist with any issues or questions the agency or authorized dealer may have about Oracle or invoices. Payments can be made to The HON Company via Check, Credit Card, EFT, ACH, or Wire Transfer. Details for each payment option are outlined below. Payments by check for The HON Company should be sent to: The HON Company PO Box 404422 Atlanta, GA 30384-4422 Payments via EFT/ACH should be directed to the following bank information: Depository Financial Institution: Bank of America Routing Number: 111000012 Account Number: 37562-76567 Account Name: The HON Company Payments by Wire Transfer should be sent with the following bank information: Routing Number: 026009593 Account Number: 37562-76567 Account Name: The HON Company For payments by Credit Card, please contact our HON Government Customer Support Team at 800-466-8694. We accept all major credit cards except for Discover. At this time, we do not have any surcharge fees associated with credit card payments. If changes in economic factors should cause the need for an additional fee, we will request that approval from Region 4 ESC prior to implementation. xi. Describe Offeror’s contract implementation/customer transition plan. Within 30 days of the award, The HON Company will: o Partner with OMNIA Partners to create and launch a co-branded press release announcing the new contract award. o Announce the award of the contract through any and all social channels, as well as company website o Design, publish, and distribute co-branded marketing materials o Publish and maintain a dedicated OMNIA Partners internet-based web page homepage on our website which may include: OMNIA Partners standard logo, copy of original Request for Proposal, copy of contract and amendments between Principal Procurement Agency and HON, summary of products and RFP Page 22 pricing, marketing materials, and an electronic link to OMNIA Partners’ website including the online registration page, as well as a dedicated toll free number and email address for OMNIA Partners questions and concerns. Within 60 days of the award, The HON Company will: o Commit and schedule attendance and participation in national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and company-specific trade shows, conferences and meetings throughout the term of the Master Agreement. o Commit and schedule attendance with and exhibit at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Company. In addition, Company commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners. o Design and publish advertising pieces in national and regional trade publications o Meet with each authorized dealer within the first 60 days of the award date to establish a written sales execution plan that will maximize potential sales efforts with the OMNIA Partners contract. The business plan will include, but is not limited to: Annual sales volume commitment for the OMNIA Partners contract, Organization commitment outlining the number of sales representatives the dealership will have accountable for their OMNIA Partners sales goal, identify target OMNIA Partners for business development planning, commitments outlining specific marketing initiatives that each dealership will commit to use in order to engage OMNIA Partners, including: e-mail campaigns, special events (open houses, showroom events, customer appreciation events, etc.), OMNIA Partners catalog distribution plans, and product presentations. Within 90 days of the award, The HON Company will: o Initiate and continue to publish, market, and promote material such as case studies, collateral pieces, presentations and promotions to all members o Conduct on-going OMNIA Partners contract training with the dealer sales force, this training will continue throughout the life of the contract: • Discuss authorized users of the contract, pricing and service requirements, etc. • Identify and schedule appointments with key OMNIA Partners to inform them about HON's products and pricing on the OMNIA Partners contract • Understand how we can help them meet or exceed their purchasing requirements • Schedule OMNIA Partners joint marketing events with HON Dealers and OMNIA Partners. Encourage our HON dealers to join and participate in professional associations and organizations that include OMNIA Partners and volunteer to speak at various organizations that have an interest in HON product, services and solutions. RFP Page 23 xii. Describe the financial condition of Offeror. The HON Company is a wholly owned subsidiary of HNI Corporation and is our policy not to disclose financial information by brand. HNI Corporation is publicly traded on the New York Stock Exchange (NYSE: HNI) under the symbol HNI. HNI Corporation has a financial rating of 5A1 with Dun & Bradstreet, which is the best available rating. HNI Corporation had the following revenues for the past 3 years: 2016 $2,203,489,000 2017 $2,175,882,000 2018 $2,257,895,000 In fiscal 2018, the Corporation had net sales of $2.2 billion, of which $1.7 billion or seventy-six percent was attributable to office furniture products. xiii. Provide a website link in order to review website ease of use, availability, and capabilities related to ordering, returns and reporting. Describe the website’s capabilities and functionality. https://www.hon.com/market/government/omnia-partners This website provides access to the most current price list, discount matrix, and contract requirements to assist agencies in finding information quickly and is accessible without a login or password. To better serve our OMNIA Partner customers, we've also created a printed and digital catalog that highlights products that work for our government, public sector and non-profit customers. The online catalog is available in a flip-book technology that allows users to search for keywords, crop any pages or images, save as a PDF or e-mail specific sections to a colleague or customer. RFP Page 24 For more complex furniture needs and questions, our public facing website facilitates direct access to our local dealer partners, who can then work with the buyer on a customized office solution. At hon.com, agencies can access information regarding HON products, obtain inspirational ideas to outfit a space, utilize our Chair Chooser to design a customized office chair based upon HON’s assortment and available options, find information about our warranty and learn about our organization. In addition, at hon.com customers can contact us directly for questions related to ordering, returns or other product/service related questions. The HON Company creates best-in-class leading marketing materials including our full-line catalog that showcases our extensive line of furniture solutions. Along with a printed version, there is also a digital catalog available at hon.com that provides an easy-to-use format for users to view the catalog online. xiv. Describe the Offeror’s safety record. Safety is a member responsibility from day one. Upon hiring, each new member must complete safety training and then continue to achieve certification annually. Before starting operations at new, modified, or existing workplaces, we apply our Safe Workplace Design process and assessment to eliminate and safeguard against risks and hazards. In tandem, our Job Safety Analysis process assesses all the task requirements of a job. When an incident or near miss does happen, we investigate immediately to identify the cause and assign responsibility for corrective action. Through our Safety Appeal Process, members provide feedback and report concerns, including the option to report anonymously via our Safety Kiosks. Within five minutes of receiving a report, we contact members (who provide their names) to start corrective action. We have significantly decreased the severity of incidents with a “report small, report early” mindset. xv. Provide any additional information relevant to this section. RFP Page 25 c) Qualification and Experience i. Provide a brief history of the Offeror, including year it was established and corporate office location. Guided by timeless values, a culture of membership, and a commitment to service, The HON Company is a leading designer and manufacturer of workplace furniture for the government, public sector, and non-profits. The HON Company began when founder, C. Maxwell Stanley, foresaw a post-war housing boom at the end of WWII. He had the idea to start a manufacturing company that would put returning GI's to work. With the help of his brother-in-law; Clement T, Hanson began making steel kitchen cabinets under the business called "Home-O-Nize". Home-O-Nize incorporated in 1944. Following a severe steel shortage after the war, the Home-O-Nize focus shifted from the home market to the contract business. The company survived the steel shortage by designing products that could be made from left over scrap metal. Because the name Home-O-Nize no longer fit the company's business focus, we began using the acronym H-O-N which later became HON. We officially became HON Industries in the 1960's. After a few decades of steady growth through profitable acquisitions, our shareholders approved a change from HON Industries to HNI Corporation. Both HNI Corporation and The HON Company are headquartered in Muscatine, Iowa. The HON Company also has manufacturing facilities strategically located throughout the United States and markets our products through a nationwide network of loyal distribution partners. Today, HNI Corporation manages multiple office furniture brands- including HON, the largest operating company under HNI. HON has a wide breadth of education and workplace furniture including seating, storage, workstations, tables and casegoods. The 70-year success of HON and HNI has grown the corporation to over $2 billion in annual sales and to become a leader in the office furniture industry. HON Company has been an awarded vendor through the OMNIA Partner Contract and lead agency Region 4 ESC since 2010. ii. Describe Offeror’s reputation in the marketplace. The HON Company is a trusted leader and the most recognized name in the office furniture industry. Our name is synonymous with quality, reliability and value. The power of HON is built from trusted relationships, solutions, performance and culture. Trusted Relationships | Commitment to our Partners Our partners tell us we are approachable and responsive - that is our report card. We’ve earned not only the respect of our partners, customers, suppliers, and community but also the recognition of several business and industry publications, numerous design publications, manufacturing and distribution awards. Trusted Solutions | Inspired Practicality We build and distribute the broadest product line in office furniture. At the same time, we enjoy functional and effective. We think practicality is exciting when it’s done well. We’re inspired by what works and our products reflect a keen understanding of the RFP Page 26 workplace. This is why product innovations for The HON Company are strongly focused on responding to the needs of our customers. With this in mind, we created a program to ensure our products were responding directly to those needs. We call it Voice of the Customer. Voice of the Customer is an approach centered on turning to those who use our furniture for their everyday needs and listening to them. The process includes interviewing end customers and designers to understand how they are using our furniture, what their needs are and how we can better meet them. With this information, HON has been able to create products that truly have the end customer in mind. Trusted Performance | Proven Capabilities At HON, we understand that having great products isn’t enough. That’s why we hold our service capabilities to such a high standard. We have a team in place to listen and understand our government end users’ specifications and create the very best solution for them to be successful in their procurement processes. This team is empowered to serve and understands the value of great customer service. Our manufacturing production, distribution, and logistics network provides the products people want, delivered when they want them. We strive for flawless execution and have the capacity to support hundreds of truckloads daily, seven days a week, shipped nationally and internationally. We have experience in coordinating all types of projects from major projects as well as delivering a single piece of furniture. Trusted Culture | Innovation For more than half a century, our core values of honesty, integrity, fairness and respect have been foundational to our enduring relationships. Our culture of continuous improvement drives us to reinvent all aspects of our business. Every HON member (employee) takes personal ownership in their contribution because they are all member-owners of the company. The HON Company has a strong commitment to continuous improvement and innovation. When our founders launched the new company in 1944, they devised an innovative product line out of material that others may have considered scrap. Their philosophy was formalized in 1992 when we introduced Rapid Continuous Improvement (RCI), which empowers members to adopt more efficient processes and to eliminate waste. RCI has contributed to HON’s ability to increase productivity, improve product quality and enhance workplace safety. iii. Describe Offeror’s reputation of products and services in the marketplace. Inspired by practicality and invested in understanding the needs of our customers, The HON Company strives to establish meaningful connections resulting in product solutions and customer support that exceed market demands. As a leading designer and manufacturer of workplace furniture including chairs, classroom, desks, storage, tables, and workstations, our commitment to serving customers is rooted in reliable performance and a member culture that is approachable, confident, smart, and ready to serve. Below is an overview of our full line of products and services offered by HON and our dealer partners: Office Chairs The HON Company's compelling seating assortment boasts 20 unique product collections tailored for different applications and customer needs - conference, RFP Page 27 executive, guest, individual, intensive use, lobby, lounge, multi-shift, nesting, public space, specialty, stacking, stools, student, task, teacher, team, training and work chairs. This extensive selection ensures there is a solution to meet every workplace seating need. Collaborative Seating The HON Company is committed to supporting and harnessing the collaborative chaos that happens throughout the day. This includes the following styles of seating solutions: multi-purpose, guest, nesting, stacking, casual lounge, collaborative work, power ready, on trend, stools, teaming and training. HON’s ready to support collaboration no matter where the space. Classroom Our dedication to understanding 21st century learning environments established The HON Company as an industry leader in the education market. By continuing to listen to educators, we are able to respond with the solutions they need. We have products to support both students’ and educators’ needs in the classroom. Our furniture is able to support both collaborative learning and formal learning while fitting the needs of evolving technology. Desks More than a work surface, well-designed desks provide the functional and aesthetic center of any working or classroom environment. HON offers more than 10 desk collections and can adapt to any work style or configuration – private or open, individual or teaming. Product styles include traditional, executive, lobby, lounge, managerial, collaborative, light-scale, student and teacher desks. Desk collections also include coordinating storage solutions to create the perfect layout for any space. Storage The right mix of shared and personal storage can keep any government, non-profit or public sector customer better organized. HON offers 9 storage and filing collections with durable solutions that integrate effortlessly with desks, benching, height adjustable solutions and workstations, while meeting all of your active, anticipated, and archival storage needs. Products include bookcases, fire-resistant files, lateral files, pedestals, storage cabinets, towers and vertical files. Tables Every workplace requires the basic functionality of a table. The HON Company goes beyond basic with 15 table collections that provide an array of sizes, shapes, finishes, and technology integration options for any setting. Styles include adjustable-height training, coffee, conference, end, lobby, lounge, occasional, training, and utility. Workstations Panel-based office solutions maximize space in shared work environments. HON offers 4 workstation collections that are easy to specify and install, provide flexible configuration options, and integrate seamlessly with other HON products. HON products are also backed by the industry-leading HON Full Lifetime Warranty. In the unlikely event that any HON product or component covered by the HON Full Lifetime Warranty should fail under normal workplace use as a result of defective material or workmanship, HON will replace any product that can’t be repaired with comparable product, or refund the purchase price. The complete terms of the warranty are available at hon.com/warranty. RFP Page 28 iv. Describe the experience and qualification of key employees. Executive Support Ric Andersen - Vice President and General Manager, Sales and Service Email: andersenr@honcompany.com Phone: (563) 506-4554 As a Vice President and General Manager, Sales and Service, Ric directs all nationwide commercial contract business for The HON Company, an Operating company within the HNI Corporation. As the world's largest mid-market commercial office furniture manufacturer, The HON Company designs, manufactures and distributes quality, practical products with an inspired design, while providing channel partners with unparalleled sales and marketing support. He leads this team in developing and delivering profitable sales and marketing strategies to independent, wholesale, and national supplies dealers located throughout the U.S. In addition, he participates in top-to-top senior leadership meetings at the HON and OMNIA Partners level to ensure cooperative relationships. He collaborates with C- level executives of the largest dealer partners - including Fortune 500 corporations - and oversees all channel development, sales, marketing, product strategy, and P&L for The HON Company. Ric has held executive sales leadership roles within The HON Company's parent and sister companies; led national, international, and multinational teams in B2B and B2C environments. He holds a degree in Advanced Executive Education from the University of Chicago's School of Business and the Thunderbird School of Global Management; MBA and BA from the University of Iowa. Ric is also a veteran of the U.S. Army. Marketing Michelle Mathis – Marketing Specialist Email: mathismi@honcompany.com Phone: (563) 299-0919 Michelle Mathis graduated from Iowa State University with a Bachelor of Science in Marketing. Michelle’s current role is Marketing Specialist, Vertical Markets. Specifically, to OMNIA Partners, Michelle is responsible to work with internal members OMNIA Partner’s marketing team to develop and execute on marketing campaigns which but are not limited to the following: emails, flyers, brochures, animations and co-branded collateral. Michelle works to ensure HON and OMNIA Partner’s sales team have the necessary resources to successfully sell the contract and its benefits. Sales Lindsey Schuelke – Director of Public Sector Sales Email: schuelkel@honcompany.com Phone: (563) 299-8915 Lindsey Schuelke graduated from St. Ambrose University with a degree in Public Relations and Marketing Communications. Lindsey started with The HON Company in the Customer Support department over seven years ago where she learned the ground roots of the organization. From there, she has been in many Project Management and Sales roles. As the Director of Public Sector Sales, she is responsible for managing the contract portfolio of HON held contracts. Upon award of the contract, Lindsey works cross functionally with various departments in the organization to ensure the contract sees sales growth. A few of the teams involved RFP Page 29 in contract support that Lindsey will work with to ensure appropriate resources are provided are: Training, Marketing, Internal and External Sales, Contract Compliance and Dealer Partner relationships. OMNIA Partners, Public Sector relationship is a critical part of her portfolio. Sales Support Nicholas Austin – Government Solutions Specialist Email: HONGSACS@honcompany.com Phone: (800) 466-8694 Nicholas helps identify win-win solutions to customer concerns, administer government contract terms, coordinate warranty requests, provide technical assistance of products, facilitate order changes, advise on terms and conditions, serve as subject matter expert for the team, and supply tracking and delivery information. In addition to Nicholas, the Government Customer Service Team consists of the following teams: ▪ Government Solutions Team Managers - Oversee government and order entry teams, assure high level of e-mail/call quality to ensure positive customer experience, execute philosophy of being easy to do business with (ETDBW), identify and implement strategic initiatives department-wide, assist in providing solutions to escalated concerns, and maintain government knowledge and relations. ▪ Government Solutions Specialists - Identify win-win solutions to customer concerns, administer government contract terms, coordinate warranty requests, provide technical assistance of products, facilitate order changes, advise on terms and conditions, serve as Subject Matter Experts for department, and supply tracking and delivery information. ▪ Government Project Coordinators - Manage government project orders by facilitating truckloads, delivery, and shipment methods, serves as one point of contact throughout entire ordering process from Order Entry through Punch list, support specialty government processes to ensure successful project completion. ▪ Government Order Entry Members - Enter government orders, administer government contract terms, maintain supportive government documentation, promote accurate pricing, clean orders, and in the event an incomplete order they are responsible for managing bad lines by working with the Agencies or Dealer to resolve. Financial Reporting Jeff Cunningham – Financial Analyst Email: Cunninghamj@hnicorp.com Phone: (563) 272-4405 Jeff Cunningham has been a member of The HON Company, a leading office furniture manufacturer, for eight years and is responsible for company wide sales reporting and systems management. Prior to his current role, Jeff has held the position of Risk Analyst at HNI Corporation. RFP Page 30 Accounts Payable Jennifer Curry – Accountant, Accounts Payable Email: generalledger@hnicorp.com Phone: (866) 514-5882 Option 1 Jennifer and the Accounts payable team will be responsible for the admin fee reporting and payment. Contracts Melissa Lincoln – Public Sector Contract Manager Email: contractmanager@honcompany.com Phone: (563) 506-9541 Melissa Lincoln has been a member of HNI for nine years serving in several roles focused on customer and sales support, contract management and finance. As Contract Manager, Melissa will oversee the compliance and administrative requirements of the OMNIA Partners contract. Prior to this role, Melissa has held various positions including Financial Analyst, Proposal Coordinator, and Contract & Sales Administrator. v. Describe Offeror’s experience working with the government sector. The HON Company is a leading designer and manufacturer of workplace and classroom furniture for the government, public sector and non-profits. Since 1982, HON has been a leading federal contractor of office furniture. We have an experienced and dedicated cross-functional Government team that includes sales, service, marketing, finance, technology, and contract management. We are member owners and are empowered to serve, which means our government customers receive professional, dedicated and expert service that is customized to meet their needs. Our dedicated Government Customer Support team has a solid foundation of government order knowledge and is available to both our Government end customers and dealers. Customer Support Project Coordinators are assigned to larger orders to assist our dealer partners throughout the life of a project. Our nationwide network of dealers works directly with The HON Company and our end customers to manage an order from time of quote until delivery, inspection and acceptance. Our commitment and our dealers’ commitment do not end when a project has delivered. We are available throughout the life of the product to assist in the unlikely event replacement parts are needed or warranty issues arise. vi. Describe past litigation, bankruptcy, reorganization, state investigations of entity or current officers and directors. The HON Company is a wholly owned subsidiary of the HNI Corporation which is a fortune 1,000 company. The Corporation is involved in various kinds of disputes and legal proceedings that have arisen in the ordinary course of its business, including pending litigation, environmental remediation, taxes and other claims. It is the Corporation's opinion, after consultation with legal counsel, that liabilities, if any, RFP Page 31 resulting from these matters are not expected to have a material adverse effect on the Corporation's financial condition, although such matters could have a material effect on the Corporation's quarterly or annual operating results and cash flows when resolved in a future period. vii. Provide a minimum of 10 customer references relating to the products and services within this RFP. Include entity name, contact name and title, contact phone and email, city, state, years serviced, description of services and annual volume.  Cuesta Community College | San Luis Obispo, CA Sarah Maloney, Bond Manager | (805) 305-4556 Multi-year relationship with multiple projects We have a long-standing relationship with Cuesta College since 2005. We have worked on several projects that include all types of furniture: Systems, Tables, Storage, Freestanding Furniture and Seating. In conjunction with the local dealer, we have provided on time delivery, project manager and installation dates meeting customer expectations. Conservatively speaking, the four colleges connected to Cuesta have spent in excess of $7M (net) on HON furniture through various projects. Currently, there have been no issues or problems to resolve.  University of California | Irvine, CA Anita Mathias | Senior Buyer | (949) 824-7018 | E: amathia1@uci.edu School Facilities Room 301 and 302 Project planning began in February 2019 with order placement in March 2019. Project scope was over $110,000 and encompassed the redesign of the area with new workstations and additional areas for collaboration. Products used on the project included: Voi Desking, Accelerate Workstations, Ignition Seating and Flock Seating. This project was delivered and installed with no issues.  Health Equity | Draper, UT Philip Dunn | Facilities Manager | (801) 979-2960 Corporate Headquarters Health Equity has been working with The HON Company for their furniture needs for their Headquarter location in Draper, Utah since 2015 when they had 550 employees in Utah alone. Over the past four years, The HON Company has helped Health Equity scale to an additional 430 employees in Utah bringing their total to 980 employees. Their HQ expansion was 50,000 square feet and in the past two years, they have acquired and hired for another 25,000 square feet. The HON Company provides office furniture for all major categories including systems, desking, seating, storage and tables. HealthEquity services more than 1.5 million health savings accounts for 70 health plan partners and employees at approximately 27,000 companies across the United States.  County of York | County of York Pennsylvania Scott Cassel | Facilities Manager | (717) 771-4388 | E: scassel@yorkccd.org Multiple County and City Projects The HON Company has been a standard for the County of York for the past 18 years servicing nine of their county buildings for all furniture needs. County of York services 440,000 people and is known for their big city amenities, with small town charm. The HON Company has provided workstations, freestanding RFP Page 32 furniture, seating, tables and storage. York County history runs deep, since 1794, and has played a large part in American heritage. York is one of the fastest growing counties in Pennsylvania.  Davis School District | Salt Lake City, UT Joan Tuttle | (801) 402-7805 | E: jtuttle@dsdmail.net Eight Schools in Davis County School District Davis School District in Salt Lake City, Utah had a bond passed in 2015 to build or renovate eight schools in Davis County. The HON Company has provided furniture to many of these bond projects but most notable, Farmington High School in 2018 resulting in $2.5 million award providing students with furniture that meets the needs of 21st century learning. Davis School District has 59 elementary schools, 17 junior high schools and 8 high schools.  Soledad Unified School District | Soledad, Cal 93960 Tim Vanoli | Superintendent | (831) 678-3987 | E: tvanoli@soledad.k12.ca.us Main Street Middle School | 441 Main Street HON’s local authorized dealer, Palace furnished the entire school from the ground up and completed the project on time on OMNIA Partners, Public Sector Region 4 Contract. Palace has been servicing this customer for over 15 years. The Main Street Middle School project was the largest HON project completed at this school district. As a result of the successful completion of this project, HON is the new standard for all future schools in this district.  Nelson County Board of Education | Bardstown, KY Wes Bradley | Superintendent | (502) 349-7000 ext. 2326 E: wes.bradley@nelson.kyschools.us Nelson County Board of Education has been purchasing HON products for over 20 years with an annual sales volume of approximately $172,450. HON has provided furniture, design, and installation services for Nelson County High School, County Board Office, New Haven School, Foster Heights Elementary School, The Academy, & Thomas Nelson High School.  Reese Career Tech Center | Missouri City, TX Kelly R. Kelly, CTSBO | (832) 221-2196 | E: kelly.kelly@fortbendisd.com Fort Bend Independent School District | 2323 Texas Parkway Our local authorized dealer, Carroll’s Office Furniture has provided HON furniture to the district for over 4 years with sales volume of $250,000.  School District of Springfield R-12 | Springfield, MO Michelle Bentley | Purchasing Specialist | (417) 523-0071 E: mbentley@spsmail.org From late 2018 through early 2019, HON and its local authorized dealer partner completed the updating of 5 High School training rooms for a total sales volume of $399,717.00. In addition to these completed projects, HON has been selected as the ongoing standards package for Springfield Public Schools (SPS) with standardized pricing through a Blanket Purchasing Agreement (BPA) that uses the OMNIA Partners contract as the pricing framework. RFP Page 33 Services provided by HON and our local authorized dealer partner include: product solutioning and consultation for every project that extends beyond SPS standards package, space measurement and planning, specification within Giza and now CET software, management of shipments and coordination on delivery and receipt into dealer warehouse unless shipment is full truck, provide key product updates and continual evaluation for better, newer, potentially lower cost alternatives available on BPA. We conduct quarterly meetings (average) with purchasing and/or relevant managers of bond money following April bond vote, and rapid punch response via Dealer Partner and HON Customer support team.  Prince Edwards Social Services | Farmville, Virginia Wade Bartlett | County Administrator | (434) 547-8837 E:wbartlett@co.prince-edward.va.us Prince Edwards Social Services has enjoyed HON products over the last 20 years with approximately $197,000 annual sales volume. In addition, to the quality products, they are happy with HON’s lead times and are currently in the process of specifying all HON in their new courthouse in 2020. viii. Provide any additional information relevant to this section. We are pleased to say that many of these end customers utilize an OMNIA Partners Region IV contract to purchase HON products. We’re also excited to share our vast diversity of customers in the commercial space, healthcare and multiple public agencies including: K-12, cities, counties and higher education RFP Page 34 d) Value Add i. Provide any additional information related to products and services Offeror proposes to enhance and add value to the Contract. HON Integrated Design Solutions The HON Company’s Integrated Design Solutions team is a group of expert design professionals who assist our dealers in creating design packages to help offer our customers the best overall solution. ▪ Plan & Specify The IDS team assists our dealers in creating professional design packages including furniture plans using CET Designer, 3-4 line drawings and a complete bill of materials/parts lists. These provide our customers a complete overview of their furniture projects. ▪ Audit Auditing services are also available through our IDS team to help provide you with the peace of mind, knowing that your drawings and parts lists are complete and accurate. A HON Interior Designer will verify quantities, product compatibility and structural integrity. ▪ Value Engineering To help our customers optimize their furniture layouts with cost saving product suggestions, our IDS teams provide value engineering options and suggestions. ▪ Rendering To help our customer’s visualize their furniture including fabrics and finishes, the IDS team will provide realistic renderings. These help customers see what their furniture installation will look like, even before it’s ordered. Tailored Solutions The Tailor Solutions team at HON is available to assist our OMNIA Partners members if the product solution they are looking for include structural and dimensional modifications to existing standard product and requests for discontinued HON product. Some of these modifications include: ▪ Special Laminates Special laminates include requests for laminates not available as part of HON’s standard offering RFP Page 35 ▪ Dual Fabric Applications Use a dual fabric applications request when the product is to be produced with more than two fabrics (e.g., fabric on the seat is different than the fabric on the back for a chair). ▪ Special Paints If the product solution a OMNIA Partners member is looking for includes using a competitor’s paint color, the Tailored Solutions team would be able to assist with trying to accommodate this request. OMNIA Partners Dedicated Webpage To help provide OMNIA Partners members with easy access to ordering and contracting information, a dedicated OMNIA Partners webpage on hon.com was created. This dedicated page includes terms of the contract, information on how to place an order with HON, and easy access to all our HON OMNIA Partners dealers. Visit www.hon.com/market/government/omnia-partners to check out all of these tools. HON Chair Chooser Tool The HON Chair Chooser tool makes it even easier to select the right HON seating solution for you. Based off a few simple questions, the tool will help identify the best HON solution that fits your needs. The tool is available on hon.com and can be accessed through multiple channels such as web browsers, tablets, Smartphone’s, iPad’s and iPhones. The Chair Chooser tool also gives users the ability to download an informative PDF, email their selection, or share their chair on social media. Use the Chair Chooser as a selection tool or as a guide for yourself. The possibilities are endless. 3. Competitive Range: It may be necessary to establish a competitive range. Factors from the predetermined criteria will be used to make this determination. Responses not in the competitive range will not receive further award consideration. Region 4 ESC may determine establishing a competitive range is not necessary. 4. Past Performance: An Offeror’s past performance and actions are relevant in determining whether or not the Offeror is likely to provide quality goods and services; the administrative aspects of performance; the Offeror’s history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the Offeror’s businesslike concern for the interests of the customer may be taken into consideration when evaluating proposals, although not specifically mentioned in the RFP. 5. Additional Investigations: Region 4 ESC reserves the right to make such additional investigations as it deems necessary to establish the capability of any Offeror. Disclaimer: The software and in formation ("Serv ices") accessed herein were dev eloped ex clu siv ely at p rivate expen se, an d are p ro p rietary to Du n & Brad street, In c., an d its affiliates and subsid iaries (collectively , "D&B"), and may in clu d e copyrig h ted work s, trad e secrets, o r o ther materials created b y D&B at g reat effort and ex p ense. If th e Customer accessin g the Services is part o f th e execu tiv e, legislative o r ju d icial branch es o f th e U.S. Federal Go v ern ment, the Services co ntain ed herein are a Commercial Item as that term is d efined in FAR 2.101, and are co mp rised of Techn ical Data, Computer Software and Co mp u ter So ftware Documen tation as those terms are defin ed in FAR 52 .2 2 7 -1 4(a) and DFAR 252.227 -1 3 . Customer's righ ts to u se the Services are as describ ed in th e g overnmen t contract signed b etween D&B an d the Governmen t Un d er n o circumstan ces will th e C u sto mer accessin g the Serv ices hav e g reater righ ts in the Services p rov ided hereu n der than "Limited Righ ts" as that term is d efined in FAR 52.227 -14 (ALT II) and DFAR 252.22 7 -7 0 1 3(f) an d "Restricted R ights" as that term is defin ed in FAR 52.22 7 -1 4 (ALT III) and DFAR 252.227 -7 0 1 4(f), resp ectively . C ompany Summary Printed By :Mark Miller D ate Printed:July 31, 2 01 9 LIVE REPORT Currency: Sh own in USD u n less otherwise indicated HON COMPAN Y LLC, THE Trade Names: (SUBSIDIARY OF HNI CORPORATION, MUSCATINE , IA),HON COMPANY ACTIVE HEADQUARTERS (SUBSIDIARY) D-U-N-S Number: 14-78 1 -4 7 3 5 Compa ny :THE HON COMPANY LLC D&B Address Address:200 OAK ST MUSCATINE, IA, US - 5 2761 Loca tion Type: HEADQUARTERS (SUBSIDIARY) Phone:800-833 -3 9 6 4 Fax : Web:www.ho n .co m Added to Po rtfolio:01/0 3 /201 7 Endo rsement:MillerMark @h o ncomp an y.com Last View Da te:07/3 1 /201 9 SCORE BAR PAYDEX®  77 Pay ing 5 day s past d u e Commercial Credit Sco re Percentile  84 Lo w to Moderate Risk of sev ere p ayment d elin q uency . 1 3 months fro m May-19 to Jul-19 Da y s Bey o nd Terms Past 3 mo nths: 3 Days Days Beyond Terms Past 3 months :3 Low Ris k:0 ; High Risk:120+ Do llar-weighted averag e o f 24 p ay ment ex p erien ces rep o rted fro m 15 compan ies. This is a head q u arters (sub sid iary) locatio n Bra nch(es) o r Div ision(s) ex ist Y Chief Executiv e JERRY DITTMER, PRES Ag e (Yea r Started) 20 y ears (199 9 ) Emplo y ees 4 0 00 (4 50 Here) Histo ry Sta tus CLEAR M a iling Address PO BOX 110 9 Mu scatin e ,IA 52 7 6 1 Fina ncing SECURED SIC 2521 Line of business Mfg wood office furniture NAICS 3 3 7211 Fina ncial Stress Score Natio nal Percentile  56 Moderate Risk of sev ere finan cial stress. D&B Viability Rating 3 4 B Z View Mo re Details Ba nkruptcy Fo und N D&B Ra ting 1R3 1 R indicates 10 or more Emplo y ees, Cred it ap p raisal of 3 is fair D&B VIABILIT Y RATING SUM M ARY Via bility Score Viability Score :3 Low Risk:1 ; High Risk:9 Portfolio Co mpariso n Portfolio Comparis on :4 Low Risk:1 ; High R is k:9 Data Depth Indicator Data Depth I ndicator :B Predictive:A ; Descriptive:G Co mpa ny Pro file: Z SUBSIDIARY DETAILED TRADE RISK INSIGHT™ D&B COMPANY OVERVIEW 2 Th e fo llo win g d ata in clu d es b o th open an d clo sed filing s fo u n d in D&B's d atab ase o n this co mp any. Th e public record items contained herein may hav e b een p aid, termin ated , v acated o r released prio r to today 's d ate. PAYDE X® TRE ND CHART FIRSTRAIN COM PANY NEWS Powered By FirstRain NeoCon 2 0 1 9: See how HON?s Fu se co llectio n meetspersonal storage needs fo r to d ay?s wo rk p lace FMLinkGroup LLC Jun 7, 2019Google Inc. DAPC welcomes new p ro ject manager for Ap rilsession The Marietta Daily Journal Blog Apr 13, 2019 Google Inc. Th e HON Compan y 's Empower® Ex pansio n FuelsVaried W o rk Sty les PR Newswire Feb 6, 2019 Google Inc. PUB LIC FILINGS Reco rd T y pe Number o f Reco rds M o st Recent Filing Da te Bankruptcies 0 --- Judgmen ts 0 --- Lien s 0 --- Su its 2 03 /1 2/2 0 1 8 UCCs 2 4 02 /2 8/2 0 1 8 CORPORATE LINKAGE This is a Hea dqua rters (Subsidia ry ) locatio n HON COMPANY LLC, THE Muscatine, IA D-U-N-S® NUMBER: 1 4-781-473 5 Parent Company HNI C ORPORATION IA D-U-N-S® NUMBER: 0 0-526-970 9 3 Predictive Scores The D&B Viab ility Rating uses D&B's proprietary analytics to compare th e mo st predictive b u siness risk in d icators an d deliver a hig h ly reliab le assessment of the p ro b ability th at a co mp any will go o u t of b usiness, b ecome do rman t/in active, or file for bank rup tcy/inso lven cy within the nex t 1 2 month s. The D&B Viab ility Rating is made u p o f 4 co mp onen ts: This in fo rmation may n o t be reprodu ced in wh ole o r in p art b y any mean s o f reprodu ctio n . Disclaimer: D&B VIABILIT Y RATING SUM M ARY Viability Score Co mpared to All US Businesses within the D&B Da ta base: Level o f Risk: Lo w Risk Bu sinesses ran k ed 3 have a p ro b ability o f beco ming n o longer viable: 3 % Percen tage o f bu sin esses rank ed 3 : 1 5 % Across all US bu sin esses, the av erage prob ab ility of b ecomin g n o lon g er v iable: 14 % Po rtfo lio Compa rison Compa red to All US Businesses within the sa me M ODE L SEGMENT: Mo d el Segmen t : Esta blished Trade Payments Lev el of Risk: Low Risk Busin esses ranked 4 with in th is mo d el segmen t h ave a probab ility of b eco min g no lo n g er v iab le: 4 % Percentage of businesses ran ked 4 with th is mo del segmen t: 11 % W ithin this model seg ment, th e av erage prob ab ility of beco ming no lo nger viab le: 5 % Da ta Depth Indica to r Da ta Depth Indica to r: Rich Firmo g rap h ics Extensive Commercial Trad ing Activ ity Basic Fin an cial Attributes Greater data depth can in crease the p recision of the D&B Viab ility Ratin g assessmen t. To h elp imp ro v e the cu rren t d ata d ep th of th is co mp any, y o u can ask D&B to make a personalized req u est to th is co mp any on y o u r b ehalf to o b tain its latest fin ancial in fo rmatio n . To mak e the req u est, click the lin k belo w. Note, th e compan y mu st b e sav ed to a fold er b efore the req u est can be mad e. Request Financial Statements Referen ce th e FINANC IALS tab fo r this compan y to mo n itor th e status of y our req uest. Compa ny Profile: Compa ny Profile Details: Finan cial Data: Trade Paymen ts: Comp an y Size: Years in Bu siness: Subsidiary Z 4 The software and in fo rmation ("Serv ices") accessed herein were dev elop ed exclu siv ely at p rivate expen se, an d are p ro p rietary to Du n & Bradstreet, Inc., and its affiliates an d su b sidiaries (co llectively, "D&B"), an d may inclu de co p y righted works, trade secrets, or o ther materials created by D&B at g reat effort an d ex pense. If th e Customer accessin g the Services is p art o f th e execu tiv e, legislativ e o r ju dicial bran ch es o f th e U.S. Fed eral Go v ern ment, th e Serv ices contained h erein are a Co mmercial Item as th at term is defin ed in FAR 2.10 1 , an d are comprised o f Tech n ical Data, Co mp uter Software and Compu ter Software Do cumen tatio n as those terms are defin ed in FAR 52.22 7 -1 4 (a) and DFAR 252.227 -1 3 . Customer's rig h ts to use the Services are as describ ed in th e g overnmen t contract signed b etween D&B and the Govern men t Un d er n o circumstan ces will th e Cu stomer accessin g the Serv ices hav e g reater rig h ts in the Services p ro v ided h ereu nder than "Limited Righ ts" as that term is defined in FAR 52.227 -1 4 (ALT II) and DFAR 252.22 7 -7 0 13(f) an d "R estricted Rights" as that term is defined in FAR 52.227 -1 4 (ALT III) and DFAR 2 52.227 -70 1 4 (f), resp ectively . ©Dun & Bradstreet, Inc. 2005-2019. All rights reserved 5 Disclaimer: Th e so ftware an d information ("Services") accessed h erein were develop ed ex clu sively at private ex pense, and are pro prietary to Dun & Bradstreet, In c., and its affiliates an d su bsid iaries (collectiv ely , "D&B"), and may includ e cop yrig hted wo rk s, trade secrets, o r other materials created b y D&B at g reat effo rt and expense. If th e Cu stomer accessing the Serv ices is p art o f the executive, legislative o r judicial b ranches o f the U.S. Federal Gov ernment, th e Services con tain ed herein are a Commercial Item as that term is d efined in FAR 2.10 1, and are co mprised o f Tech nical Data, Co mpu ter Software an d Comp uter So ftware Do cumentatio n as th ose terms are d efined in FAR 52 .2 27 -14 (a) an d DFAR 252 .2 27 - 1 3. Cu stomer's rig hts to use the Serv ices are as d escrib ed in th e go vern men t con tract sign ed b etween D&B an d the Gov ernment Und er n o circu mstan ces will the Cu stomer accessing th e Services h av e greater rights in the Services prov ided hereun der than "Limited Rig hts" as th at term is defin ed in FAR 5 2.22 7-14 (ALT II) an d DFAR 2 52 .2 27 -7 01 3(f) an d "Restricted Rig hts" as th at term is d efined in FAR 52 .2 27 -14 (ALT III) an d DFAR 2 52 .2 27-70 14 (f), respectively. C ompany Summary Printed By:Mark Miller Date Printed:July 3 1 , 2 0 1 9 A CCOU N T Currency: Sho wn in USD un less o th erwise in dicated HNI C ORPORATION No trade names for this company. ACTIVE HEADQUARTERS Acco unt Number D-U-N-S Number: 00 -5 26 -97 09 Company :HNI CORPORATION 80 66 6 D&B Address Address:60 0 E 2ND ST MUSCATINE, IA, US - 52 76 1 Lo ca tio n Ty pe: HEADQUARTERS Pho ne:56 3-27 2-7 40 0 Fa x: Web:www.h on i.com Account Address Address:FURNITUR E & FIXTURES- ALLSTEEL PROD , 414 E 3RD STREET MUSCATINE , IA , 52 76 1 US Pho ne: Fax: This business is in your folders: All Companies Assig ned to:CREDIT DEPARTMENT La st Rev iew Date:05 /23 /20 16 - V iew More Endo rsement:MillerMark @h on co m pany .com Ex clude fro m Portfo lio Risk Ma na ger: ACCOUNT REVIEW REASONS 1 Aging Graph cannot be created Total outstanding : 0 3 mo nths fro m May -1 9 to Ju l-19 Day s Bey ond Terms Past 3 mo nths: 3 Day s Days Beyond Terms Past 3 months :3 Low Risk:0 ; High Risk:120+ Dollar-weigh ted average o f 8 9 payment ex periences rep orted from 3 5 compan ies. Sta tus: No Action Recommend ed There is no activ e decision s currently . View Previous 10 Credit Term SCORE BAR PAYDEX®  76 Payin g 6 days p ast du e Co mmercial Credit Score Percentile  86 Low Risk of severe p ay ment d elin qu en cy. Financial Stress Sco re Na tiona l Percentile  65 Mod erate Risk of severe financial stress. D&B Via bility Ra ting 1 5 A A View More Details Bankruptcy Found N D&B Ra ting 5A3 5 A ind icates 5 0 million and o ver, Credit ap praisal o f 3 is fair LATEST AGING (05 /23/2 01 6) DETAILED TRADE RISK INSIGHT™ 2 This is a headquarters lo ca tio n PAYDEX® TREND CHART D&B VIAB ILITY RAT ING SUMMARY Viability Score Viability Score :1 Low Risk:1 ; High Risk:9 Portfolio Compariso n Portfolio Comparison :5 Low Risk:1 ; High Risk:9 Da ta Depth Indica to r Data Depth I ndicator :A Predictive:A ; Descriptive:G Co mpa ny Profile: A Financial Data Available Trade Payments Avai labl e (3+Trade) Company Size Large Years in Business Established CURRENT CREDIT TERM S Prev ious Credit L imit(USD)Not Av ailable Actual Pay ment Terms Not Set Actua l Ea rly Pay ment Discount Not Set Actual Term Sta tus Not Set To ta l Outstanding Not Set Credit Limit Remaining Credit Limit Utiliza tio n Unable to Calcu late Cred it Limit Utilizatio n COM PANY OVERVIEW 3 Branch(es) or Division(s) exist Y Chief Ex ecutive JEFFREY D LOR ENGER, PR ES-CEO Age (Year Started) 75 y ears (194 4) Employ ees 9 60 0 (65 Here) History Status CLEAR Net Worth 56 32 59 00 0 Ma iling Address PO BOX 11 09 Mu scatin e ,IA 5 27 61 Fina ncing SECURED Fina ncial Co ndition FAIR Rev enue 2 25 78 950 00 Sto ck Symbol HNI SIC 25 21 ,25 41 Line o f business Wo od o ffice, desks, ch airs furniture; p artitio ns fo r flo or attachment; roo m h eaters (sto ves, wo od , & coal burnin g); and h ardware NAICS 3 372 11 HNI 34 .8 9 0 .1 9  (0.52%) STOCK PERFORMANCE Previo us Close: 34 .7 1 Volume: 6 4,7 82 .0 0 Daily Hig h: 35 Daily Lo w: 3 4.5 9 52 -Week High : 44 .8 5 2-Week Low: 3 2.8 P/E: 17 .3 53 2 Mark et Cap: 1 ,49 5,46 8,73 4 EPS: 2.01 Div/Yield: 3 .50 FIRSTRAIN COMPANY NEWS Powered By FirstRain HNI Corporatio n elects Dhanu sha Siv ajee to its Boardof Directors Lesprom Jul 29, 2019Google Inc. Arcu s Capital Partn ers LLC Acqu ires New Shares inHNI Corp (NYSE:HNI) Tech Know Bits Jul 27, 2019 Google Inc. HNI sees dip in office fu rn itu re sales CWB Jul 26, 2019Google Inc. HNI Corporatio n Reports Earnin gs fo r Secon d Qu arter 4 HNI Corporatio n Reports Earnin gs fo r Secon d Qu arterFiscal Year 20 19 Business Wire, Inc. Jul 25, 2019Google Inc. HNI Corporatio n: Presen ts Q2 2 019 HNI Corp oratio nEarnings Presentatio n The Wall Street Transcript Jul 24, 2019 Google Inc. HNI Corp Q2 adju sted earnin gs Miss Estimates RTTNewsJul 24, 2019Google Inc. HNI (HNI) Schedu led to Po st Earning s on Wedn esdayMR Modern Readers Jul 23, 2019Google Inc. Allsteel fu rnitu re h it with third g en der wagediscrimination lawsuit CWB Jul 19, 2019Google Inc. Jo hn Graham - Ad from 2 01 9-07 -17 The Muscatine JournalJul 17, 2019Google Inc. HNI Corporatio n Elects New Directo r Business Wire Jul 12,2019Google Inc. HNI (NYSE:HNI) Up graded b y Zack s Inv estmentResearch to ?Hold ? Tech Know Bits Jul 12, 2019 Google Inc. $55 2.15 Millio n in Sales Exp ected for HNI Co rp(NYSE:HNI) This Quarter MR Modern Readers Jul 11, 2019Google Inc. ADNET ADVERTISING - Ad fro m 2 01 9-0 7-10 The Muscatine Journal Jul 10, 2019 Google Inc. HNI Corporatio n Secon d Qu arter Fiscal 20 19 R esu ltsConference Call Business Wire Jul 9, 2019Google Inc. HNI Corp (NYSE:HNI) Exp ected to Po st Earnin gs of$0.41 Per Share MR Modern Readers Jul 9, 2019 Google Inc. Great West Life Assu rance Co . Can Acquires 1 ,4 56Shares o f HNI Corp (NYSE:HNI) Tech Know Bits Jul 6, 2019Google Inc. ADNET ADVERTISING - Ad fro m 2 01 9-0 7-05 Quad- City Times Jul 5, 2019 Google Inc. HNI (NYSE:HNI) Up graded b y Zack s Inv estmentResearch to Ho ld MR Modern Readers Jun 27, 2019Google Inc. Con no r C lark & Lu nn Investment Managemen t Ltd.Trims Positio n in HNI Corp (NYSE:HNI) Tech Know Bits Jun 26, 2019Google Inc. Metrop olitan Life Insu rance Co NY Sells 47 9 Shares o fHNI Corp (NYSE:HNI) Tech Know Bits Jun 26, 2019Google Inc. HNI Corp (NYSE:HNI) Ho ld ing s Cut by North westernMutual In vestmen t Man ag ement Comp any LLC Tech Know Bits Jun 19, 2019 Google Inc. HNI Corp (NYSE:HNI) Ho ld ing s Increased b y TexasPermanent Schoo l Fu nd Tech Know Bits Jun 18, 2019Google Inc. HNI Corp (NYSE:HNI) Exp ected to Po st Earnin gs of$0.41 Per Share MR Modern Readers Jun 18, 2019 Google Inc. Victory C ap ital Man agemen t Inc. Acqu ires 4 ,7 87Shares o f HNI Corp (NYSE:HNI) Tech Know Bits Jun 15,2019Google Inc. Alambic Investment Managemen t L.P. Purch ases NewStake in HNI Corp (NYSE:HNI) Tech Know Bits Jun 13, 2019Google Inc. $55 2.15 Millio n in Sales Exp ected for HNI Co rp (HNI)This Quarter Tech Know Bits Jun 13, 2019 5 $55 2.15 Millio n in Sales Exp ected for HNI Co rp (HNI)This Quarter Tech Know Bits Jun 13, 2019 Google Inc. An aly sts Exp ect HNI C orp (NYSE:HNI) to Po st $0.41EPS The Olympia Report Jun 11, 2019Google Inc. NeoCo n 20 19 : See ho w HON?s Fuse co llection meetspersonal sto rage n eed s for tod ay ?s workp lace FMLink Group LLC Jun 7, 2019 Google Inc. HNI (HNI) Sto ck Rating Upg raded by ZacksInvestment Research MR Modern Readers Jun 6, 2019Google Inc. ADNET ADVERTISING - Ad fro m 2 01 9-0 6-05 The Muscatine Journal Jun 5, 2019 Google Inc. Con no r C lark & Lu nn Investment Managemen t Ltd.Sells 7,82 5 Sh ares o f HNI Corp (HNI) Tech Know Bits Jun4, 2019Google Inc. Zurch er Kan ton alb an k Zu rich Can ton alb an k Has$92 ,0 00 Po sition in HNI Co rp (HNI) Tech Know Bits Jun 2,2019Google Inc. HNI Corp (NYSE:HNI) Raises Div idend to $0.31 PerShare Tech Know Bits May 30, 2019 Google Inc. HNI (HNI) Upg raded to Ho ld at Zack s Inv estmen tResearch MR Modern Readers May 27, 2019Google Inc. Zurch er Kan ton alb an k Zu rich Can ton alb an k Sells 47 1Shares o f HNI Corp (HNI) Tech Know Bits May 26, 2019 Google Inc. HNI Corp (HNI) Ann ou nces Quarterly Div idend o f$0.31 Tech Know Bits May 26, 2019Google Inc. HNI CORPORATION - Ad from 20 19 -0 5-22 Quad-City Times May 22, 2019 Google Inc. ADNET ADVERTISING - Ad fro m 2 01 9-0 5-15 TheMuscatine Journal May 15, 2019Google Inc. Ex-Div idend Remind er: Lin dsay , HNI an d Harris Nasdaq May 14, 2019Google Inc. HNI Corporatio n In creases Quarterly Divid en d Business Wire, Inc. May 7, 2019 Google Inc. $55 2.15 Millio n in Sales Exp ected for HNI Co rp (HNI)This Quarter Tech Know Bits May 1, 2019Google Inc. Q2 2 019 EPS Estimates for HNI Co rp (HNI) Cut byAnalyst MR Modern Readers Apr 26, 2019 Google Inc. Metrop olitan Life Insu rance Co . NY Raises Stake inHNI Corp (NYSE:HNI) MR Modern Readers Apr 22, 2019Google Inc. HNI Corporatio n Reports Earnin gs fo r First QuarterFiscal Year 20 19 Business Wire, Inc. Apr 22, 2019 Google Inc. HNI: 1 Q Earn ing s Sn ap sho t Yahoo - News (UK & Ireland) Apr22, 2019Google Inc. HNI Corp. Q1 Profit To ps Estimates; Org an ic SalesDown 3 .4 % - Quick Facts RTTNews Apr 22, 2019 Google Inc. HNI Corporatio n (NYSE:HNI): Has Recent Earnin gsGrowth B eaten Lon g-Term Tren d? Daily Magazine Apr 19,2019Google Inc. ADNET ADVERTISING - Ad fro m 2 01 9-0 4-17 TheMuscatine Journal Apr 17, 2019 6 The follo win g data includ es bo th op en and closed filin gs fou nd in D&B's datab ase on th is comp an y. The p ub lic reco rd items co ntained herein may h av e been paid, terminated, v acated or released p rior to to day's d ate. Predictive S cores Th e D&B Viab ility Ratin g uses D&B's p rop rietary an aly tics to compare the mo st p redictive b usin ess risk ind icators and d eliv er a hig hly reliable assessment of th e prob ab ility th at a comp an y will go ou t o f bu siness, b ecome do rmant/inactiv e, or file for ban kru ptcy/in solv en cy within th e next 12 mo nth s. Th e D&B Viab ility Rating is made u p of 4 comp on en ts: ADNET ADVERTISING - Ad fro m 2 01 9-0 4-17 The Muscatine Journal Apr 17, 2019 Google Inc. Ray mon d James & Associates Sells 3,81 2 Shares ofHNI Corp (HNI) MR Modern Readers Apr 13, 2019Google Inc. Nu veen Asset Man ag ement LLC Gro ws Ho ldin gs inHNI Corp (HNI) MR Modern Readers Apr 12, 2019 Google Inc. PUBLIC FILINGS Record Ty pe Number o f Records M ost Recent Filing Date Bankrup tcies 0 --- Jud gments 0 --- Liens 0 --- Suits 4 1 1/0 9/2 01 7 UC Cs 8 1 0 9/2 4/2 01 8 D&B VIAB ILITY RAT ING SUMMARY Via bility Sco re Co mpa red to All US Businesses within the D&B Da taba se: Lev el of Risk : Low Risk Bu sin esses rank ed 1 h av e a p ro bability of b ecomin g no lo ng er v iab le: 0.2 % Percen tag e o f b usin esses ran ked 1: 0 .3 % Across all US b usin esses, the average pro bability o f b ecomin g no lo ng er v iab le: 14 % Po rtfolio Compariso n Co mpared to All US Businesses within the same M ODE L SEGMENT: Mod el Seg men t : Av aila ble Financial Da ta Lev el of Risk: M odera te Risk Busin esses ran ked 5 within th is mo del seg men t h av e a p ro bability o f b eco ming no lo ng er v iab le: 0.5 % Percentage o f bu sinesses ran ked 5 with th is mo del seg men t: 1 1 % W ith in this mod el segment, th e av erage p rob ab ility of b eco ming no lo ng er v iab le: 0.6 % Da ta Depth Indica to r Da ta Depth Indica to r: Co mpany Profile: Co mpany Profile Deta ils: 7 This information may no t b e reprod uced in who le or in p art b y an y means o f rep ro du ctio n. Disclaimer: The software and in formatio n ("Serv ices") accessed herein were d ev elo ped ex clusiv ely at p rivate exp en se, an d are prop rietary to Dun & Brad street, Inc., and its affiliates and su bsid iaries (co llectively, "D&B"), an d may in clu de cop yrigh ted works, trad e secrets, o r o ther materials created b y D&B at g reat effort and exp ense. If the Cu stomer accessing th e Services is part of the ex ecutiv e, legislative or jud icial b ranches of the U.S. Fed eral Go vern men t, th e Services con tain ed h erein are a Commercial Item as that term is d efined in FAR 2.10 1, and are comp rised of Techn ical Data, Comp uter So ftware an d Comp uter Software Documentation as those terms are defined in FAR 5 2.227 -1 4(a) and DFAR 2 52 .2 27 -1 3. Custo mer's righ ts to u se th e Services are as d escribed in the g ov ernment co ntract sig ned between D&B an d the Gov ernment Und er n o circu mstances will the Custo mer accessin g the Services h av e g reater righ ts in th e Services p rov ided hereun der than "Limited R ig hts" as that term is d efined in FAR 52 .2 27 -14 (ALT II) and DFAR 25 2.22 7-7 01 3(f) and "Restricted Righ ts" as that term is defined in FAR 5 2.227 -1 4 (ALT III) an d DFAR 2 52 .2 27 -7 01 4(f), resp ectively. ©Dun & Bradstreet, Inc. 2005-2019. All rights reserved Rich Firmog raphics Exten sive Co mmercial Tradin g Activity Comp rehensiv e Financial Attribu tes Greater d ata depth can in crease th e precision o f the D&B Viability Rating assessment. To help improv e the current data depth o f this co mpany , yo u can ask D&B to mak e a p erson alized req uest to this co mpany o n yo ur beh alf to ob tain its latest fin an cial info rmation . To make th e requ est, click the lin k below. No te, th e compan y mu st be sav ed to a folder befo re th e requ est can b e mad e. Request Financia l Statements Referen ce the FINANCIALS tab for th is comp an y to mon itor the statu s o f yo ur requ est. Fin an cial Data: Av aila ble Trade Payments: Ava ila ble: 3 +Tra de Comp an y Size: La rg e: Emplo yees:50 + o r Sales: $50 0K+ Years in Bu sin ess: Established: 5 + A Fina ncia l Data Availab le Trade Payments Availab le: 3 +Trad e Company Size Large Yea rs in Business Estab lished 8 HON FULL LIFETIME WARRANTY YOUR HON FULL LIFETIME WARRANTY Every time you purchase a HON product, you’re making an investment in your future. We’re proud to play a part in that future, and you can trust us to do our best for as long as you need us. The HON Full Lifetime Warranty is our assurance to you that the HON desks, workstations, seating, tables, or storage you purchase will be free from defective material or workmanship for the life of the product. In the unlikely event that any HON product or component covered by the HON Full Lifetime Warranty should fail under normal workplace use as a result of defective material or workmanship. HON shall repair or replace with comparable product (at HON’s discretion), free of charge. WHAT’S COVERED BY THE HON FULL LIFETIME WARRANTY? Your HON Full Lifetime Warranty applies to product manufactured after January 1, 2011. All HON product lines, materials, and components are covered by the HON Full Lifetime Warranty except for the items described below. The specific product lines, materials, and components listed below are covered under HON’s Full 12-Year, Full 10-Year, and Full 5-Year Warranties (from date of purchase). HON’S FULL 12-YEAR WARRANTY • Electrical components (LED task lights, lamps and ballasts are not covered) • Seating ilira®-stretch • Seating controls • Pneumatic cylinders • Wood seating • Accessories • Laminate surfaces • Veneer Surfaces HON’S FULL 10-YEAR WARRANTY • Soothe Patient Recliner Mechanism • Signal seating upholstery fabric HON’S FULL 5-YEAR WARRANTY • All LED task lights • Panel and seating textiles • Electric Height Adjustable Table Bases (Including Memory Control) • Directional Desktop Sit-to-Stand Risers • Soothe Patient Recliner Central Lock Mechanism • Soothe Patient Recliner Pivoting Arm These warranties apply to HON products sold within the United States of America, U.S. Territories, and Canada, as well as U.S. Military and Federal Agency purchases (regardless of location). IS ANYTHING NOT COVERED? There are a few exclusions to the HON Full Lifetime Warranty and to the 12, 10 and 5-year warranties. These exclusions are: • All basyx by HON® products (these products are covered under a separate basyx by HON warranty). • Color-fastness or matching of colors, woodgrains, or textures occurring in wood, leather, or other materials that naturally exhibit inherent color variations. • Customer’s own materials (COM) selected by and used at the request of the user. • Modifications or attachments to the product that are not approved by The HON Company and product failures resulting from such modifications or attachments. • Product normal wear and tear, which are to be expected over the course of ownership. • Products that were not installed, used or maintained in accordance with product instructions and warnings. • Products used for rental purposes. • Damage caused by cleaning chemicals. • Dye transfers caused by external contaminants (including clothing and accessory dyes such as those used on denim jeans) may migrate to lighter colors. This phenomenon is increased by humidity and temperature and is irreversible. WARRANTY REQUESTS OR QUESTIONS? Your HON Dealer is our mutual partner in supporting your warranty requests. To obtain service under this warranty, please contact your HON dealer. If you are not sure who your dealer is, please call HON Customer Support at 800.833.3964. THAT’S YOUR HON FULL LIFETIME WARRANTY AS AN OWNER OF HON PRODUCT, THE WARRANTY EXPLAINED HERE IS YOUR SOLE AND EXCLUSIVE REMEDY. THERE ARE SOME EXCEPTIONS IF YOU PURCHASED THE PRODUCT FOR HOME OR PERSONAL USE WHICH ARE EXPLAINED BELOW. TO THE EXTENT ALLOWED BY LAW, THE HON COMPANY MAKES NO OTHER WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE HON COMPANY WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES. A WORD ABOUT PURCHASES FOR HOME OR PERSONAL USE Please note, this section only applies if you purchased your HON product for your home or for your own personal or family use. HON’s warranties give you specific legal rights and you may have other rights, which vary from state to state. As a consumer purchaser, the complete exclusion of implied warranties noted in the above paragraph does not apply to you, however, to the extent allowed by applicable state law, the implied warranties are limited to the applicable term of the warranty. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusion or limitation may not apply to you. HON LIMITED 5-YEAR WARRANTY YOUR HON LIMITED 5-YEAR WARRANTY The HON Company promises to repair or replace HON products or components covered under this warranty that are found to be defective in material or workmanship within five (5) years from the date of original purchase so long as you, the original purchaser, still owns it. This is your sole and exclusive remedy. This warranty is subject to the provisions below. It applies to products listed on page 2 manufactured after January 1, 2018. LIMITATIONS: • Upholstery on chairs is warranted for two years from date of purchase. • Damage caused by the carrier in-transit is handled under separate terms. EXCLUSIONS: This warranty does not apply and no other warranty applies to: • Normal wear and tear, which are to be expected over the course of ownership. • Modifications or attachments to the product that are not approved by The HON Company. • Products that were not installed, used, or maintained in accordance with product instructions and warnings. • Products used for rental purposes. SEATING USAGE: Normal commercial use for seating is identified as the equivalent of a single shift, forty- (40) hour workweek. To the extent that a seating product is used in a manner exceeding this, the applicable warranty period will be reduced in a pro-rata manner. A WORD ABOUT COLOR VARIATIONS, FABRICS AND FINISHES: The HON Company does not warrant the color-fastness or matching of colors, grains, or textures of covering materials. CUSTOMER’S OWN MATERIAL (COM) Not available on HON products covered under the HON 5-year warranty. TO THE EXTENT ALLOWED BY LAW, THE HON COMPANY MAKES NO OTHER WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE HON COMPANY WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES. NOTICE TO PURCHASERS FOR HOME OR PERSONAL USE: Federal law does not permit the exclusion of certain implied warranties for consumer products. Therefore, if you are purchasing this product for home or personal use, the exclusion of implied warranties noted in the above paragraph does not apply to you. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state. This warranty applies only to products sold within the United States of America and the Commonwealth of Canada. TO OBTAIN SERVICE UNDER THIS WARRANTY: Your HON Dealer is our mutual partner in supporting your warranty requests. By following the procedures outlined below, you can be assured of the best level of service. Please note: Consent of The HON Company must be obtained before any warranty work is performed. To obtain consent, please take the following steps: 1. Contact the Dealer from whom the product was purchased within 30 days of discovery of the defect. Be prepared to affirm that you are the original purchaser of the product and to provide the serial number(s) from the product in question. 2. Your Dealer will gather all pertinent information regarding the claim, inspect the product, and contact a HON Company customer service representative. (Please allow a reasonable amount of time for inspection and review.) 3. If The HON Company affirms that the product in question is eligible under the conditions of the warranty as stated above, the customer service representative or another representative of the Company will determine whether to provide replacement parts, authorize repairs, or replace the product. PRODUCT LIST: HON LIMITED 5-YEAR WARRANTY H432 H434 H482 H484 HBL2101 HBL2101BF HBL2102 HBL2103 HBL2111 HBL2111BF HBL2115 HBL2121 HBL2123 HBL2145 HBL2146 HBL2155 HBL2162 HBL2163 HBL2164 HBL2171 HBL2180 HBL2183 HBL2194 HBL2211 HBL2213 HBL42CU HBL72BFMODG HBL72HDG HBLC48D HBLC72R HBLH3160 HBLH3170 HBLMT48A HBLMT48B HBLMT48R HBLMTO48A HBLMTO48B HBLMTO48R HBLPBRIDGE HBLPCLASSIC HBLPCONTEMP HBLPWC HBMP2B HBMP2F HBMPT4824P HBMPT4824X HBMPT48MOD HBMPT6024P HBMPT6024X HBMPT60MOD HBMPT7224P HBMPT7224X HBMPT72MOD HBTMS HBV-P4224 HBV-P4230 HBV-P4236 HBV-P4242 HBV-P4248 HBV-P4260 HBV-P4272 HBV-P6024 HBV-P6030 HBV-P6036 HBV-P6042 HBV-P6048 HBV-P6060 HBV-P6072 HBV-P7224 HBV-P7230 HBV-P7236 HBV-P7242 HBV-P7248 HBV-P7260 HBV-PBS HBV-PWB1 HBV-QC180 HBV-QC90 HBV-TBASE HBV-VSH24 HBV-VSH30 HBV-VSH36 HBV-VSH42 HBV-VSH48 HBV-VSH60 HBXRISER HC184236 HC187236 HML8851 HML8852 HML8858 HMNG15PED HMNG30FCD HMNG30FCO HMNG30STDM HMNG36FCD HMNG36OVRD HMNG36STDM HMNG48WKSL HMNG60OVRD HMNG60WKS HMNG60WKSL HMNG72WKS HMNGDLEG HMNGOHLEG HVL103 HVL105 HVL108 HVL131 HVL151 HVL161 HVL171 HVL205 HVL206 HVL210 HVL215 HVL220 HVL302 HVL303 HVL402 HVL443 HVL508 HVL511 HVL515 HVL518 HVL521 HVL525 HVL528 HVL531 HVL532 HVL534 HVL538 HVL541 HVL551 HVL581 HVL582 HVL585 HVL601 HVL604 HVL605 HVL606 HVL616 HVL641 HVL643 HVL653 HVL685 HVL691 HVL693 HVL701 HVL702 HVL705 HVL712 HVL721 HVL844 HVL852 HVL853 HVL862 HVL864 HVL871 HVL872 HVL873 HVL887 HVL888 HVL981 HVL982 HVL991 HVL995 HVLPERCH HBLDCH7296A1 HBLDCH7296ES HBLDCH7296N HBLDCHL7272A1 HBLDCHL7272ES HBLDCHL7272N HBLLPP6678A1 HBLLPP6678ES HBLLPP6678N HBLLPP8484A1 HBLLPP8484ES HBLLPP8484N HBLMTB12A1 HBLMTB12ES HBLMTB12N HBLMTB16A1 HBLMTB16ES HBLMTB16N HBLMTB8A1 HBLMTB8ES HBLMTB8N HVL891 HVL892 HVL893 HVL894 HVL895 HBLMTR12A1 HBLMTR12ES HBLMTR12N HBLMTR16A1 HBLMTR16ES HBLMTR16N HBLMTR8A1 HBLMTR8ES HBLMTR8N HBLP3060A1 HBLP3060ES HBLP3060N HBLPP3066A1 HBLPP3066ES HBLPP3066N HBLUPP7210A1 HBLUPP7210ES HBLUPP7210N HBLUPPH72114ES HBLUPPH72114A1 HBLUPPH72114N HMLDP6024W HMLDP6024C HMLDPFO7660W HMLDPFO7660C HMLDF6060W HMLDF6060C HMLDPF7260W HMLDPF7260C HMLDPFO7260W HMLDPFO7260C HMLDPFO76602W HMLDPFO76602C HMLDPFO6082W HMLDPFO6082C HMLD60W HMLD60C HMLDF60W HMLDF60C Tab 4 – Qualifications & Experience References  Cuesta Community College | San Luis Obispo, CA Sarah Maloney, Bond Manager | (805) 305-4556 Multi-year relationship with multiple projects We have a long-standing relationship with Cuesta College since 2005. We have worked on several projects that include all types of furniture: Systems, Tables, Storage, Freestanding Furniture and Seating. In conjunction with the local dealer, we have provided on time delivery, project manager and installation dates meeting customer expectations. Conservatively speaking, the four colleges connected to Cuesta have spent in excess of $7M (net) on HON furniture through various projects. Currently, there have been no issues or problems to resolve.  University of California | Irvine, CA Anita Mathias | Senior Buyer | (949) 824-7018 | E: amathia1@uci.edu School Facilities Room 301 and 302 Project planning began in February 2019 with order placement in March 2019. Project scope was over $110,000 and encompassed the redesign of the area with new workstations and additional areas for collaboration. Products used on the project included: Voi Desking, Accelerate Workstations, Ignition Seating and Flock Seating. This project was delivered and installed with no issues.  Health Equity | Draper, UT Philip Dunn | Facilities Manager | (801) 979-2960 Corporate Headquarters Health Equity has been working with The HON Company for their furniture needs for their Headquarter location in Draper, Utah since 2015 when they had 550 employees in Utah alone. Over the past four years, The HON Company has helped Health Equity scale to an additional 430 employees in Utah bringing their total to 980 employees. Their HQ expansion was 50,000 square feet and in the past two years, they have acquired and hired for another 25,000 square feet. The HON Company provides office furniture for all major categories including systems, desking, seating, storage and tables. HealthEquity services more than 1.5 million health savings accounts for 70 health plan partners and employees at approximately 27,000 companies across the United States.  County of York | County of York Pennsylvania Scott Cassel | Facilities Manager | (717) 771-4388 | E: scassel@yorkccd.org Multiple County and City Projects The HON Company has been a standard for the County of York for the past 18 years servicing nine of their county buildings for all furniture needs. County of York services 440,000 people and is known for their big city amenities, with small town charm. The HON Company has provided workstations, freestanding furniture, seating, tables and storage. York County history runs deep, since 1794, and has played a large part in American heritage. York is one of the fastest growing counties in Pennsylvania.  Davis School District | Salt Lake City, UT Joan Tuttle | (801) 402-7805 | E: jtuttle@dsdmail.net Eight Schools in Davis County School District Davis School District in Salt Lake City, Utah had a bond passed in 2015 to build or renovate eight schools in Davis County. The HON Company has provided furniture to many of these bond projects but most notable, Farmington High School in 2018 resulting in $2.5 million award providing students with furniture that meets the needs of 21st century learning. Davis School District has 59 elementary schools, 17 junior high schools and 8 high schools.  Soledad Unified School District | Soledad, Cal 93960 Tim Vanoli | Superintendent | (831) 678-3987 | E: tvanoli@soledad.k12.ca.us Main Street Middle School | 441 Main Street HON’s local authorized dealer, Palace furnished the entire school from the ground up and completed the project on time on OMNIA Partners, Public Sector Region 4 Contract. Palace has been servicing this customer for over 15 years. The Main Street Middle School project was the largest HON project completed at this school district. As a result of the successful completion of this project, HON is the new standard for all future schools in this district.  Nelson County Board of Education | Bardstown, KY Wes Bradley | Superintendent | (502) 349-7000 ext. 2326 E: wes.bradley@nelson.kyschools.us Nelson County Board of Education has been purchasing HON products for over 20 years with an annual sales volume of approximately $172,450. HON has provided furniture, design, and installation services for Nelson County High School, County Board Office, New Haven School, Foster Heights Elementary School, The Academy, & Thomas Nelson High School.  Reese Career Tech Center | Missouri City, TX Kelly R. Kelly, CTSBO | (832) 221-2196 | E: kelly.kelly@fortbendisd.com Fort Bend Independent School District | 2323 Texas Parkway Our local authorized dealer, Carroll’s Office Furniture has provided HON furniture to the district for over 4 years with sales volume of $250,000.  School District of Springfield R-12 | Springfield, MO Michelle Bentley | Purchasing Specialist | (417) 523-0071 E: mbentley@spsmail.org From late 2018 through early 2019, HON and its local authorized dealer partner completed the updating of 5 High School training rooms for a total sales volume of $399,717.00. In addition to these completed projects, HON has been selected as the ongoing standards package for Springfield Public Schools (SPS) with standardized pricing through a Blanket Purchasing Agreement (BPA) that uses the OMNIA Partners contract as the pricing framework. Services provided by HON and our local authorized dealer partner include: product solutioning and consultation for every project that extends beyond SPS standards package, space measurement and planning, specification within Giza and now CET software, management of shipments and coordination on delivery and receipt into dealer warehouse unless shipment is full truck, provide key product updates and continual evaluation for better, newer, potentially lower cost alternatives available on BPA. We conduct quarterly meetings (average) with purchasing and/or relevant managers of bond money following April bond vote, and rapid punch response via Dealer Partner and HON Customer support team.  Prince Edwards Social Services | Farmville, Virginia Wade Bartlett | County Administrator | (434) 547-8837 E:wbartlett@co.prince-edward.va.us Prince Edwards Social Services has enjoyed HON products over the last 20 years with approximately $197,000 annual sales volume. In addition, to the quality products, they are happy with HON’s lead times and are currently in the process of specifying all HON in their new courthouse in 2020. Tab 5 – Value-Add Value-Add Services HON Integrated Design Solutions The HON Company’s Integrated Design Solutions team is a group of expert design professionals who assist our dealers in creating design packages to help offer our customers the best overall solution.  Plan & Specify The IDS team assists our dealers in creating professional design packages including furniture plans using CET Designer, 3-4 line drawings and a complete bill of materials/parts lists. These provide our customers a complete overview of their furniture projects.  Audit Auditing services are also available through our IDS team to help provide you with the peace of mind, knowing that your drawings and parts lists are complete and accurate. A HON Interior Designer will verify quantities, product compatibility and structural integrity.  Value Engineering To help our customers optimize their furniture layouts with cost saving product suggestions, our IDS teams provide value engineering options and suggestions.  Rendering To help our customer’s visualize their furniture including fabrics and finishes, the IDS team will provide realistic renderings. These help customers see what their furniture installation will look like, even before it’s ordered. Tailored Solutions The Tailor Solutions team at HON is available to assist our OMNIA Partners members if the product solution they are looking for include structural and dimensional modifications to existing standard product and requests for discontinued HON product. Some of these modifications include:  Special Laminates Special laminates include requests for laminates not available as part of HON’s standard offering  Dual Fabric Applications Use a dual fabric applications request when the product is to be produced with more than two fabrics (e.g., fabric on the seat is different than the fabric on the back for a chair).  Special Paints If the product solution a OMNIA Partners member is looking for includes using a competitor’s paint color, the Tailored Solutions team would be able to assist with trying to accommodate this request. OMNIA Partners Dedicated Webpage To help provide OMNIA Partners members with easy access to ordering and contracting information, a dedicated OMNIA Partners webpage on hon.com was created. This dedicated page includes terms of the contract, information on how to place an order with HON, and easy access to all our HON OMNIA Partners dealers. Visit www.hon.com/market/government/omnia-partners to check out all of these tools. HON Chair Chooser Tool The HON Chair Chooser tool makes it even easier to select the right HON seating solution for you. Based off a few simple questions, the tool will help identify the best HON solution that fits your needs. The tool is available on hon.com and can be accessed through multiple channels such as web browsers, tablets, Smartphone’s, iPad’s and iPhones. The Chair Chooser tool also gives users the ability to download an informative PDF, email their selection, or share their chair on social media. Use the Chair Chooser as a selection tool or as a guide for yourself. The possibilities are endless. Tab 6 – Additional Required Documents CONFIDENTIAL Proprietary/Confidential Information Public Information Act Page 3 of Tab 2, Products Pricing, Lines 1-43 of our proposal response includes proprietary information on how HON is changing our go-to-market strategy as it relates to our lead public sector contract; this strategy includes but is not limited to anticipated sales volumes, dealer incentives including not yet announced compensation packages, pricing strategies, etc. These strategies remain strictly company confidential and have not yet been announced to the marketplace; if this information was provided publicly it would cause significant harm and an undue competitive disadvantage in the marketplace. We are requesting to keep this information as confidential. RFP 269‐2019‐105FURNITURE, INSTALLATION, AND RELATED SERVICESCOMBINED EVALUATION TEAM MATRIXEval 1 Eval 2Eval 3Eval 4Eval 1 Eval 2Eval 3Eval 4Eval 1Eval 2Eval 3Eval 4Eval 1Eval 2Eval 3Eval 4Eval 1 Eval 2Eval 3Eval 4Eval 1Eval 2Eval 3Eval 4Eval 1Eval 2Eval 3Eval 4 Eval 1 Eval 2Eval 3Eval 4Eval 1 Eval 2Eval 3Eval 4Voting Members' TotalsHerman Miller 65 65 65 64 5 5 5 5 5 5 5 4 5 3 5 4 5 5 3 4 4 5 5 5 5 5 4 4 8 10 8 8 102 103 100 98 403Haworth 65 65 65 64 5 5 3 4 4 5 2 4 5 3 5 4 5 5 4 4 5 5 4 5 5 5 3 3 9 8 8 8 103 101 94 96 394Exemplis 60 65 65 64 5 5 5 5 5 4 5 3 5 3 5 4 5 4 3 4 5 4 5 5 5 4 3 4 8 7 7 8 98 96 98 97 389Teknion 65 65 65 64 5 4 3 5 5 4 2 4 4 3 5 4 3 5 3 4 4 5 5 4 5 5 2 4 8 10 7 8 99 101 92 97 389Knoll 65 65 63 64 4 4 3 5 5 5 5 4 2 2 2 3 5 5 2 4 5 5 5 5 5 5 2 4 8 10 7 8 99 101 89 97 386OFS 65 65 65 64 5 5 3 5 4 3 2 4 5 3 3 4 5 4 2 4 4 4 3 4 5 4 2 4 8 10 8 8 101 98 88 97 384Allsteel 65 65 65 64 5 5 5 5 3 3 0 4 2 0 2 3 4 5 5 4 4 5 4 5 5 5 3 4 9 10 7 8 97 98 91 97 383HON Company 65 65 65 64 5 4 4 5 4 2 2 4 2 2 0 3 5 5 5 4 5 4 5 5 5 5 2 4 9 10 6 8 100 97 89 97 383National Office Furniture65 65 65 64 4 3 3 3 5 5 4 4 0 0 0 3 4 4 3 4 5 5 5 4 4 5 4 4 7 10 8 8 94 97 92 94 377Indiana Furniture 65 65 63 61 4 4 3 4 5 3 2 4 4 3 5 4 5 5 3 4 3 3 4 4 3 4 4 4 7 8 8 8 96 95 92 93 376Kimball Office 65 65 63 64 3 3 2 3 4 3 0 4 0 0 0 3 5 4 3 4 5 5 5 5 5 4 2 4 8 10 8 8 95 94 83 95 367Humanscale 65 65 63 64 3 3 2 3 5 3 0 4 5 3 4 3 3 4 2 4 4 3 2 4 4 4 2 4 7 7 4 8 96 92 79 94 361Spacesaver 65 63 65 62 3 3 5 5 5 5 3 3 0 2 0 0 3 2 2 3 4 5 3 3 4 3 2 3 7 8 7 8 91 91 87 87 356Fomcore 65 65 65 63 3 3 3 5 3 3 3 3 3 3 5 4 3 3 2 4 2 3 3 3 0 3 2 3 5 7 4 6 84 90 87 91 352Trendway 65 60 60 63 5 4 3 5 2 1 1 2 1 1 1 2 4 4 2 4 5 4 4 4 3 2 2 3 8 7 7 8 93 83 80 91 347DVO USA 65 65 63 63 3 3 3 4 3 3 0 3 0 0 0 0 3 2 2 3 4 5 2 5 0 2 1 3 5 7 4 8 83 87 75 89 334OMNIA ‐ National ResponsePricing Each Evaluator's TotalRequired Forms Cover Letter Proposed Solution MWSBE Company's Background Environmental Program RFP 269‐2019‐105FURNITURE, INSTALLATION, AND RELATED SERVICESCOMBINED EVALUATION TEAM MATRIXEval 1 Eval 2Eval 3Eval 4Eval 1 Eval 2Eval 3Eval 4Eval 1Eval 2Eval 3Eval 4Eval 1Eval 2Eval 3Eval 4Eval 1 Eval 2Eval 3Eval 4Eval 1Eval 2Eval 3Eval 4Eval 1Eval 2Eval 3Eval 4 Eval 1 Eval 2Eval 3Eval 4Eval 1 Eval 2Eval 3Eval 4Voting Members' TotalsHerman Miller 65 65 65 64 5 5 5 5 5 5 5 4 5 3 5 4 5 5 3 4 4 5 5 5 5 5 4 4 8 10 8 8 102 103 100 98 403Haworth 65 65 65 64 5 5 3 4 4 5 2 4 5 3 5 4 5 5 4 4 5 5 4 5 5 5 3 3 9 8 8 8 103 101 94 96 394Exemplis 60 65 65 64 5 5 5 5 5 4 5 3 5 3 5 4 5 4 3 4 5 4 5 5 5 4 3 4 8 7 7 8 98 96 98 97 389Teknion 65 65 65 64 5 4 3 5 5 4 2 4 4 3 5 4 3 5 3 4 4 5 5 4 5 5 2 4 8 10 7 8 99 101 92 97 389Knoll 65 65 63 64 4 4 3 5 5 5 5 4 2 2 2 3 5 5 2 4 5 5 5 5 5 5 2 4 8 10 7 8 99 101 89 97 386OFS 65 65 65 64 5 5 3 5 4 3 2 4 5 3 3 4 5 4 2 4 4 4 3 4 5 4 2 4 8 10 8 8 101 98 88 97 384Allsteel 65 65 65 64 5 5 5 5 3 3 0 4 2 0 2 3 4 5 5 4 4 5 4 5 5 5 3 4 9 10 7 8 97 98 91 97 383HON Company 65 65 65 64 5 4 4 5 4 2 2 4 2 2 0 3 5 5 5 4 5 4 5 5 5 5 2 4 9 10 6 8 100 97 89 97 383National Office Furniture65 65 65 64 4 3 3 3 5 5 4 4 0 0 0 3 4 4 3 4 5 5 5 4 4 5 4 4 7 10 8 8 94 97 92 94 377Indiana Furniture 65 65 63 61 4 4 3 4 5 3 2 4 4 3 5 4 5 5 3 4 3 3 4 4 3 4 4 4 7 8 8 8 96 95 92 93 376Kimball Office 65 65 63 64 3 3 2 3 4 3 0 4 0 0 0 3 5 4 3 4 5 5 5 5 5 4 2 4 8 10 8 8 95 94 83 95 367Humanscale 65 65 63 64 3 3 2 3 5 3 0 4 5 3 4 3 3 4 2 4 4 3 2 4 4 4 2 4 7 7 4 8 96 92 79 94 361Spacesaver 65 63 65 62 3 3 5 5 5 5 3 3 0 2 0 0 3 2 2 3 4 5 3 3 4 3 2 3 7 8 7 8 91 91 87 87 356Fomcore 65 65 65 63 3 3 3 5 3 3 3 3 3 3 5 4 3 3 2 4 2 3 3 3 0 3 2 3 5 7 4 6 84 90 87 91 352Trendway 65 60 60 63 5 4 3 5 2 1 1 2 1 1 1 2 4 4 2 4 5 4 4 4 3 2 2 3 8 7 7 8 93 83 80 91 347DVO USA 65 65 63 63 3 3 3 4 3 3 0 3 0 0 0 0 3 2 2 3 4 5 2 5 0 2 1 3 5 7 4 8 83 87 75 89 334OMNIA ‐ National ResponsePricing Each Evaluator's TotalRequired Forms Cover Letter Proposed Solution MWSBE Company's Background Environmental Program Bid Tab Summary RFP #19-18 Furniture, Installation and Related Services Description Total Weighted Value 9to5 Seating LLC Affordable Interior Systems, Inc. (AIS) Allsteel Inc.Alumni Classroom Furniture Inc. AmTab Manufacturing Corporation Artcobell Corporation Bush Industries, Inc.Clear Design ELB US Inc.ASSA Group, Inc. dba Enwork EPIC Business Essentials Exemplis LLC Products/Pricing 40 Ergonomic office seating only 36 35 33 32 Offer not responsive to RFP Did not make it to the next level of evaluation No discount 36 Performance Capability 25 26 25 25 25 27 Qualification & Experience 25 18 19 15 15 16 Value Add 10 7 6 5 5 6 Total 100 87 85 78 77 85 It is recommended that the following contract award be made: Contract Furniture, Installation and Related Services Award Affordable Interior Systems, Inc. (AIS) Allsteel Inc. Exemplis LLC The HON Company LLC Irwin Seating Company Jasper Group (Jasper Seating Company, Inc.) Kaplan Early Learning Company Krueger International, Inc. Maxon Furniture Inc. MeTEOR Education, LLC National Office Furniture, Inc. Office Depot, Inc. OFS Brands Inc. Safco Products Co. School Specialty, Inc. Teknion LLC Trendway Corporation VS America, Inc. The Cooperative Purchasing Network Evaluation Criteria Bid Tab Summary RFP #19-18 Furniture, Installation and Related Services Description Total Weighted Value Products/Pricing 40 Performance Capability 25 Qualification & Experience 25 Value Add 10 Total 100 It is recommended that the following contract award be made: Contract Furniture, Installation and Related Services Award Affordable Interior Systems, Inc. (AIS) Allsteel Inc. Exemplis LLC The HON Company LLC Irwin Seating Company Jasper Group (Jasper Seating Company, Inc.) Kaplan Early Learning Company Krueger International, Inc. Maxon Furniture Inc. MeTEOR Education, LLC National Office Furniture, Inc. Office Depot, Inc. OFS Brands Inc. Safco Products Co. School Specialty, Inc. Teknion LLC Trendway Corporation VS America, Inc. GMi Companies Haskell Office, LLC The HON Company LLC Indiana Furniture Industries, Inc. Irwin Seating Company Jasper Group (Jasper Seating Company, Inc.) Kaplan Early Learning Company Krueger International, Inc.Kwalu LLC LIAT, LLC Maxon Furniture Inc. Metalworks, Inc. - Great Openings Does not offer a broad enough selection Score low - discount 20-45%38 Not broad enough options 35 35 35 34 47% discount…not broad enough options Not broad enough options…45% discount 36 32 28 26 26 25 27 25 24 19 16 18 17 18 16 16 7 4 6 6 5 6 5 91 81 85 83 83 83 77 The Cooperative Purchasing Network Evaluation Criteria Bid Tab Summary RFP #19-18 Furniture, Installation and Related Services Description Total Weighted Value Products/Pricing 40 Performance Capability 25 Qualification & Experience 25 Value Add 10 Total 100 It is recommended that the following contract award be made: Contract Furniture, Installation and Related Services Award Affordable Interior Systems, Inc. (AIS) Allsteel Inc. Exemplis LLC The HON Company LLC Irwin Seating Company Jasper Group (Jasper Seating Company, Inc.) Kaplan Early Learning Company Krueger International, Inc. Maxon Furniture Inc. MeTEOR Education, LLC National Office Furniture, Inc. Office Depot, Inc. OFS Brands Inc. Safco Products Co. School Specialty, Inc. Teknion LLC Trendway Corporation VS America, Inc. MeTEOR Education, LLC National Business Furniture, LLC National Office Furniture, Inc. NPS Public Furniture Corp NorvaNivel USA LP Office Depot, Inc.OFS Brands Inc.Origin US LLC Paragon Furniture, Inc.PS Furniture Inc. Rapp Productions, Inc dba FurnitureLab RT London 37 No catalog, no discount…3.5 pages of exceptions 36 27% discount 32 38 37 Only offer chairs…40% discount 40% discount 52.5% discount and volume discount over $75,000 Not broad enough of requested items 53% discount…don't see catalog…higher education furniture…not broad enough options 27 27 25 28 27 19 18 14 20 19 9 5 4 10 8 92 86 75 96 91 The Cooperative Purchasing Network Evaluation Criteria Bid Tab Summary RFP #19-18 Furniture, Installation and Related Services Description Total Weighted Value Products/Pricing 40 Performance Capability 25 Qualification & Experience 25 Value Add 10 Total 100 It is recommended that the following contract award be made: Contract Furniture, Installation and Related Services Award Affordable Interior Systems, Inc. (AIS) Allsteel Inc. Exemplis LLC The HON Company LLC Irwin Seating Company Jasper Group (Jasper Seating Company, Inc.) Kaplan Early Learning Company Krueger International, Inc. Maxon Furniture Inc. MeTEOR Education, LLC National Office Furniture, Inc. Office Depot, Inc. OFS Brands Inc. Safco Products Co. School Specialty, Inc. Teknion LLC Trendway Corporation VS America, Inc. Safco Products Co.School Specialty, Inc.SICO America, Inc.Spec Furniture Inc Special-T, LLC Teknion LLC Trendway Corporation VS America, Inc.WB Manufacturing 37 36 40% discount 45% discount Only offers tables…not enough options…100% restocking fee 37 37 36 50% discount…40% restocking fee 26 27 26 27 26 16 17 18 17 17 6 8 6 7 7 85 87 87 88 86 REQUEST FOR PROPOSALS FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP # 269-2019-105 CITY OF CHARLOTTE NORTH CAROLINA JUNE 19, 2019 1 REQUEST FOR PROPOSALS RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES JUNE 19, 2019 Dear Sir or Madam: The City of Charlotte, North Carolina (herein “City” or “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 now accepting Proposals for FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES. The requirements for submitting a Proposal are stated in the attached Request for Proposals (the “RFP”). Please review them carefully. A Non-Mandatory Pre-Proposal Conference for the purpose of reviewing the RFP and answering questions regarding the Services will be held on JULY 9, 2019 at 10 a.m. EDT, at the Charlotte- Mecklenburg Government Center (CMGC), 600 East Fourth Street, Charlotte, North Carolina 28202, Basement – CH14 Room or via teleconference at 704-336-5494. Please bring a copy of the RFP with you at that time. All interested Companies should return a completed Request For Proposals Acknowledgement Form (see Section 7, Form 1) by the date stated in the schedule in Section 3.1 of this RFP. An electronic copy of the RFP in Microsoft Word and Sample Project Pricing Sheet in Excel format may be obtained by contacting Genetta N. Carothers at gcarothers@charlottenc.gov or at https://charlottenc.gov/DoingBusiness/Pages/ContractOpportunities.aspx. All Proposals are due to City of Charlotte Finance Department, City Procurement, 9th Floor, CMGC 600 East Fourth Street, Charlotte, North Carolina 28202, no later than JULY 30, 2019 at 2 p.m. EDT. Two (2) electronic copies of the Proposal on a flash drive in a searchable format such as MS Word or Adobe Acrobat and one (1) original Proposal signed in ink by a company official authorized to make a legal and binding offer, plus three (3) copies of your Proposal must be submitted in a sealed box or opaque envelope plainly marked with the Proposal number and service description as follows: Request for Proposals Attention: Genetta N. Carothers [Name of Company Submitting Proposal] FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP # 269-2019-105 RFP questions must be directed to Genetta N. Carothers, Finance Department – City Procurement, per the enclosed instructions in Section 2.3. The City is an equal opportunity purchaser. Sincerely, Kay Elmore Chief Procurement Officer cc: Tomek Kruszec, OMNIA Partners RFP Project Team RFP file 2 Checklist for submitting a Proposal: Step 1-Read the document fully. Step 2-If you plan on submitting a Proposal then fax or email Form 1 in Section 7 to the number or email address listed on the sheet. Steps 3-If you have any questions send them before the deadline listed in Section 3.3. If you plan to submit a Proposal you must follow this checklist, and must include everything detailed below. Proposal Copies - Please provide the specified number for each format 2 Copies on a flash drive 1 Copy marked “Original” 3 Copies marked “Copy” Proposal Format - Proposals should be formatted as follows: Included (Check) Requirements Cover Letter (per Section 5.1.1) Executive Summary (per Section 5.1.2) Addenda Acknowledgement Form (Section 7, Form 2) Proposal Submission Form (Section 7, Form 3) Pricing Sheet (Section 7, Form 4) Attachment 1 containing: Fixed Percentage Discounts / Hourly Rates / Monthly Rate / Sample Projects MWSBE Utilization (Section 7, Form 5) Company’s Background Response (Section 7, Form 6) References (Section 7, Form 7) Certification Regarding Debarment (Section 7, Form 8) Byrd Anti-Lobbying Certification (Section 7, Form 9) Environmental Purchasing Response (Section 7, Form 10) OMNIA Partners - Response for National Cooperative Contract (Section 8, Exhibit A) OMNIA Partners - Federal Funds Certification (Section 8, Exhibit F) OMNIA Partners – Ownership Disclosure Form (Section 8, Exhibit G, Doc #1) OMNIA Partners – Non-Collusion Affidavit (Section 8, Exhibit G, Doc #2) OMNIA Partners – Affirmative Action Affidavit (Section 8, Exhibit G, Doc #3) OMNIA Partners – Political Contribution Disclosure Form (Section 8, Exhibit G, Doc #4) OMNIA Partners – Stockholder Disclosure Certification (Section 8, Exhibit G, Doc #5) OMNIA Partners – Certification of Non-Involvement in Prohibited Activities in Iran (Section 8, Exhibit G, Doc #6) OMNIA Partners – New Jersey Business Registration Certificate (Section 8, Exhibit G, Doc #7) Exceptions to any part of the RFP (If you take any exceptions to anything in this document, please list it in a category in your Proposal called “Exceptions” and offer an alternative solution). The above items constitute all that must be included in the Proposal. If awarded a contract, you will be required to provide an insurance certificate that meets or exceeds the requirements set forth in Section 9. It is the Company’s responsibility to check www.ips.state.nc.us or the City’s Contract Opportunities Site for any addenda or changes to this Project. Search for bid # 269-2019-105 to find if any documents or changes have been posted. 3 Table of Contents FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 TABLE OF CONTENTS 1. OMNIA PARTNERS. ........................................................................................................... 1  2. INTRODUCTION. ................................................................................................................ 1   2.1. OBJECTIVE. .......................................................................................................................1  2.2. DEFINITIONS. ....................................................................................................................1  2.3. ACCURACY OF RFP AND RELATED DOCUMENTS. .............................................................4  2.4. CITY’S RIGHTS AND OPTIONS. ..........................................................................................4  2.5. EXPENSE OF SUBMITTAL PREPARATION. ...........................................................................4  2.6. PROPOSAL CONDITIONS. ...................................................................................................5  3. PROCUREMENT PROCESS. ........................................................................................... 11  3.1. SCHEDULE AND PROCESS. ...............................................................................................11  3.2. INTENT TO PROPOSE. .......................................................................................................11  3.3. INTERPRETATIONS AND ADDENDA. .................................................................................11  3.4. PRE-PROPOSAL CONFERENCE. ........................................................................................12  3.5. SUBMISSION OF PROPOSALS. ...........................................................................................12  3.6. CORRECTION OF ERRORS. ...............................................................................................13  3.7. EVALUATION. .................................................................................................................13  3.8. CONTRACT AWARD BY COUNCIL. ...................................................................................13  3.9. VENDOR INCLUSION. .......................................................................................................13  4. SCOPE OF FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES. .......................................................................................................................... 14  4.1. GENERAL SCOPE. ............................................................................................................14  4.2. PRODUCT STANDARDS AND GUIDELINES. .......................................................................15  4.3. PRICING. .........................................................................................................................15  4.4. PRICE ADJUSTMENTS. .....................................................................................................17  4.5. ENVIRONMENTAL PURCHASING REQUIREMENTS. ...........................................................17  5. PROPOSAL CONTENT AND FORMAT. ....................................................................... 19  5.1. PROPOSAL CONTENT. ......................................................................................................20  6. PROPOSAL EVALUATION CRITERIA. ....................................................................... 21  6.1. QUALIFICATIONS AND EXPERIENCE. ...............................................................................21  6.2. NATIONAL/CORPORATE SUPPORT. ..................................................................................21  6.3. PRODUCTS AND SERVICES OFFERING. .............................................................................21  6.4. PROJECT APPROACH / PROPOSED SOLUTION. ..................................................................21  6.5. PRICING. .........................................................................................................................21  6.6. FINANCIAL QUALIFICATIONS. .........................................................................................21  6.7. MWSBE SUBCONTRACTOR UTILIZATION.......................................................................22  6.8. ACCEPTANCE OF THE TERMS OF THE CONTRACT. ...........................................................22  7. REQUIRED FORMS. ......................................................................................................... 23  8. OMNIA PARTNERS REQUIREMENTS - ATTACHMENT A .................................... 39  9. SAMPLE CONTRACT. ..................................................................................................... 86 4 Section 1 OMNIA Partners – National Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 OMNIA PARTNERS. 1.1 National Contract. The City of Charlotte, as the Principal Procurement Agency, defined in Attachment A, has partnered with OMNIA Partners to make the resultant contract (also known as the “Master Agreement” in materials distributed by OMNIA Partners) from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through OMNIA Partners’ cooperative purchasing program. The City of Charlotte is acting as the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners (a “Participating Public Agency”). Attachment A contains additional information about OMNIA Partners and the cooperative purchasing agreement. OMNIA Partners is the largest and most experienced purchasing organization for public and private sector procurement. Through the economies of scale created by OMNIA Partners public sector subsidiaries, National IPA and U.S. Communities, our participants now have access to more competitively solicited and publicly awarded cooperative agreements. The lead agency contracting process continues to be the foundation on which we are founded. OMNIA Partners is proud to offer more value and resources to state and local government, higher education, K- 12 education and non-profits. OMNIA Partners provides shared services and supply chain optimization to government, education and the private sector. As a channel partner with Vizient (formally, Novation), OMNIA Partners leverages over $100 billion in annual supply spend to command the best prices for products and services. With corporate, pricing and sales commitments from the Company, OMNIA Partners provides marketing and administrative support for the Company that directly promotes the Company's products and services to Participating Public Agencies though multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. Public Agencies benefit from pricing based on aggregate spend and the convenience of a contract that has already been advertised and publicly competed. The Company benefits from a contract that allows Participating Public Agencies to directly purchase goods and services without the Company's need to respond to additional competitive solicitations. As such, the Company must be able to accommodate a nationwide demand for products and services and to fulfill obligations as a nationwide Company and respond to the OMNIA Partners documents (Section 8). The City of Charlotte anticipates spending approximately $25M over the full potential Master Agreement term for furniture, installation and related products and services. While no minimum volume is guaranteed to the Company, the estimated annual volume of furniture, installation and related products and services purchased under the Master Agreement through OMNIA Partners, Public Sector is approximately $300M. This projection is based on the current annual volumes among the City of Charlotte, other Participating Public Agencies anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between the Company and OMNIA Partners. 5 Section 2 Introduction and General Information FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 2. INTRODUCTION. 2.1 Objective. The objective of this RFP is to solicit Proposals that will enable the City and Participating Public Agencies to determine which Company and Proposed Solution will best meet the City and Participating Public Agencies’ needs for FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES as requested in this RFP. 2.2 Definitions. As used in this RFP, the following terms shall have the meanings set forth below: Acceptance: Refers to receipt and approval by the City of a Deliverable or Service in accordance with the acceptance process and criteria in the Contract. Affiliates: Refers to all departments or units of the City and all other governmental units, boards, committees or municipalities for which the City processes data or performs services. Biodegradable: Refers to the ability of an item to be decomposed by bacteria or other living organisms. Charlotte Business Inclusion (CBI): Refers to the Charlotte Business Inclusion office of the City of Charlotte. Charlotte Combined Statistical Area (CSA): Refers to the consisting of the North Carolina counties of Anson, Cabarrus, Cleveland, Gaston, Iredell, Lincoln, Mecklenburg, Rowan, Stanly, and Union, and the South Carolina counties of Chester, Lancaster, and York; a criteria used by Charlotte Business INClusion to determine eligibility to participate in the program. City: Refers to the City of Charlotte, North Carolina. City Project Manager: Refers to a specified City employee representing the City’s best interests in this Project. Company: During the solicitation process, refers to a company that has interest in providing the Services. After the solicitation process, refers to a company that has been selected by the City to provide the Services. Company Project Manager: Refers to a specified Company employee representing the best interests of the Company for this Project. Contract: Refers to a written agreement executed by the City and the Company for all or part of the Services. Deliverables: Refers to all tasks, reports, information, designs, plans, and other items that the Company is required to deliver to the City in connection with the Contract. Department: Refers to a department within the City of Charlotte. Documentation: Refers to all written, electronic, or recorded works that describe the use, functions, features, or purpose of the Deliverables or Services or any component thereof, and which are provided to the City by the 6 Section 2 Introduction and General Information FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 Company or its subcontractors, including without limitation all end user manuals, training manuals, guides, program listings, data models, flow charts, and logic diagrams. Environmentally Preferable Products: Refers to products that have a lesser or reduced effect on human health and the environment when compared with competing products that serve the same purpose. This comparison may consider raw materials acquisition, production, manufacturing, packaging, distribution, reuse, operation, maintenance, or disposal of the product. Evaluation Committee: Refers to a City appointed committee that will evaluate Proposals and identify the Company(-ies) best meeting the needs of the City. Master Agreement: Refers to the Agreement that is made available by the Principal Procurement Agency after the successful completion of the competitive solicitation and selection process, wherein Participating Public Agencies may utilize the agreement to purchase Products and Services. Minority Business Enterprise/MBE: Refers to a business enterprise that: (i) is certified by the State of North Carolina as a Historically Underutilized Business (HUB) within the meaning of N.C. Gen. Stat. § 143-128.4; (ii) is at least fifty-one percent (51%) owned by one or more persons who are members of one of the following groups: African American or Black, Hispanic, Asian, Native American or American Indian; and (iii) has significant business presence in the Charlotte Combined Statistical Area. MWSBE: Refers to SBEs, MBEs and WBEs, collectively. MWSBE Goal: If a RFP or Contract has separate Subcontracting Goals for MBEs, WBEs, and/or SBEs, the term MWSBE is a shorthand way to refer collectively to all MBE, WBE, and SBE Goals set for the RFP. In some instances, the City may set one combined goal for MBEs, WBEs, and/or SBEs, in which event the term MWSBE Goal refers to that one, combined goal. In the latter instance, calculated as a percentage, the MWSBE Goal represents the total dollars spent with MBEs, WBEs, and SBEs as a portion of the total Proposal amount, including any contingency. Participating Public Agency: Refers to all states, local government entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit that register with OMNIA Partners and elect to utilize the Master Agreement. Post-Consumer Recycled Material: Refers to material and by-products which have served their intended end-use by a consumer and have been recovered or diverted from solid waste. It does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process. 7 Section 2 Introduction and General Information FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 Principal Procurement Agency: Refers to the City of Charlotte, North Carolina. Products: Refers to the Furniture, Installation and Related Products and Services as requested in this RFP. Proposal: Refers to the proposal submitted by a Company for the Products and Services as outlined in this RFP. Recyclability: Refers to products or materials that can be collected, separated or otherwise recovered from the solid waste stream for reuse, or used in the manufacture or assembly of another package or product, through an established recycling program. For products that are made of both recyclable and non-recyclable components, the recyclable claim should be adequately qualified to avoid consumer deception about which portions or components are recyclable. Recycled Material: Refers to material and by-products which have been recovered or diverted from solid waste for the purpose of recycling. It does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process. Services: Refers to the Furniture, Installation and Related Products and Services as requested in this RFP. Small Business Enterprise/SBE: Refers to a business enterprise that is certified by the City of Charlotte under Part E of the CBI Policy as meeting all of the requirements for SBE certification. Specifications and Requirements: Refers to all definitions, descriptions, requirements, criteria, warranties, and performance standards relating to the Deliverables and Services that are set forth or referenced in: (i) this RFP, including any addenda; (ii) the Documentation; and (iii) any functional and/or technical specifications that are published or provided by the Company or its licensors or suppliers from time to time with respect to all or any part of the Deliverables or Services. Subcontracting Goals: Refers to the SBE, MBE, WBE, and MWSBE Goals established by the City for an RFP and resulting Contract. Trade Secrets: Information of the City or any of its suppliers, contractors or licensors: (a) that derives value from being secret; and (b) that the owner has taken reasonable steps to keep confidential. See N.C. Gen. Stat. § 66- 152 et seq. Examples of trade secrets include information relating to proprietary software, new technology, new products or services, flow charts or diagrams that show how things work, manuals that tell how things work and business processes and procedures. Women Business Enterprise (WBE): Refers to a business enterprise that: (i) is certified by the State of North Carolina as a Historically Underutilized Business (HUB) within the meaning of N.C. Gen. Stat. § 143-128.4; (ii) is at least fifty-one percent (51%) owned by one or more persons who are female; and (iii) 8 Section 2 Introduction and General Information FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 has significant business presence in the Charlotte Combined Statistical Area. Work Product: Refers to the Deliverables and all other programs, algorithms, reports, information, designs, plans and other items developed by the Company in connection with this RFP, and all partial, intermediate or preliminary versions of any of the foregoing. 2.3 Accuracy of RFP and Related Documents. Each Company must independently evaluate all information provided by the City. The City makes no representations or warranties regarding any information presented in this RFP, or otherwise made available during this procurement process, and assumes no responsibility for conclusions or interpretations derived from such information. In addition, the City will not be bound by or be responsible for any explanation or conclusions regarding this RFP or any related documents other than those provided by an addendum issued by the City. Companies may not rely on any oral statement by the City or its agents, advisors, or consultants. If a Company identifies potential errors or omissions in this RFP or any other related documents, the Company should immediately notify the City of such potential discrepancy in writing. The City may issue a written addendum if the City determines clarification necessary. Each Company requesting an interpretation will be responsible for delivering such requests to the City's designated representative as directed in RFP Section 3. 2.4 City’s Rights and Options. The City reserves the right, at the City’s sole discretion, to take any action affecting this RFP, this RFP process, or the Services or facilities subject to this RFP that would be in the best interests of the City, including: 2.4.1 To supplement, amend, substitute, or otherwise modify this RFP, including the schedule, or to cancel this RFP, at any time; 2.4.2 To require any Companies to supplement or clarify its Proposal or provide additional information relating to its Proposals; 2.4.3 To investigate the qualifications, experience, capabilities, and financial standing of each Company submitting a Proposal; 2.4.4 To waive any defect or irregularity in any Proposal received; 2.4.5 To reject any or all Proposals; 2.4.6 To share the Proposals with City employees and contractors in addition to the Evaluation Committee as deemed necessary by the City; 2.4.7 To award all, none, or any part of the Services and enter into Contracts with one or more of the responding Companies deemed by the City to be in the best interest of the City, which may be done with or without re-solicitation; 2.4.8 To discuss and negotiate with any Company(-ies) their Proposal terms and conditions, including but not limited to financial terms; and 2.4.9 To terminate discussions and negotiations with any Company at any time and for any reason. 2.5 Expense of Submittal Preparation. The City accepts no liability, and Companies will have no actionable claims, for reimbursement of any costs or expenses incurred in participating in this solicitation process. This includes expenses and costs related to Proposal submission, submission of written questions, attendance 9 Section 2 Introduction and General Information FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 at pre-proposal meetings or evaluation interviews, contract negotiations, or activities required for contract execution. 2.6 Proposal Conditions. The following terms are applicable to this RFP and the Company’s Proposal. 2.6.1 RFP Not an Offer. This RFP does not constitute an offer by the City. No binding contract, obligation to negotiate, or any other obligation shall be created on the part of the City unless the City and the Company execute a Contract. No recommendations or conclusions from this RFP process concerning the Company shall constitute a right (property or otherwise) under the Constitution of the United States or under the Constitution, case law, or statutory law of North Carolina. 2.6.2 Trade Secrets and Personal Identification Information Definition. Upon receipt by City Procurement, all materials submitted by a Company (including the Proposal) are considered public records except for (1) material that qualifies as “trade secret” information under N.C. Gen. Stat. § 66-152 et seq. (“Trade Secrets”) or (2) “personally identifiable information” protected by state or federal law, to include, but not be limited to, Social Security numbers, bank account numbers, and driver’s license numbers (“Personally Identifiable Information” or “PII”). Instructions for Marking and Identifying Trade Secrets. If any Proposal contains Trade Secrets or PII, such Trade Secrets and PII must specifically and clearly be identified in accordance with this Section 2.6.2 by clearly separating them from the rest of the Proposal. For hard copy documents, it must be submitted in a separate, sealed envelope, marked either “Personally Identifiable Information – Confidential” or “Trade Secret—Confidential and Proprietary Information.” For electronic submissions it must also be submitted on a separate CD or flash drive. In both hard copy or electronic format, the confidentiality caption stated above must appear on each page of the Trade Secret or PII materials. Availability of Proposals to City Staff and Contractors. By submitting a Proposal, each Company agrees that the City may reveal any Trade Secret materials and PII contained therein to all City staff and City officials involved in the selection process, and to any outside consultant or other third parties who serve on the Evaluation Committee or who are hired or appointed by the City to assist in the evaluation process. Availability of Proposals via Public Records Requests. Any person or entity (including competitors) may request Proposals submitted in response to an RFP. Only those portions of RFPs properly designated as Trade Secret or PII are not subject to disclosure. The public disclosure of the contents of a Proposal or other materials submitted by a Company is governed by N.C. Gen. Stat. §§ 132 and 66-152, et seq. When determining whether to mark materials as Trade Secret, please note the following:  Entire Proposals may not be marked as Trade Secret  Pricing may not be marked as Trade Secret 10 Section 2 Introduction and General Information FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 The City may disqualify and Company that designates its entire Proposal as a trade secret, or any portion thereof that clearly does not qualify under applicable law as a Trade Secret or PII. Each Company agrees to indemnify, defend, and hold harmless the City and each of its officers, employees, and agents from all costs, damages, and expenses incurred in connection with refusing to disclose any material that the Company has designated as a Trade Secret or PII. This includes an obligation on the part of the Company to defend any litigation brought by a party that has requested Proposals or other information that the Company has marked Trade Secret or PII. 2.6.3 Amendments to RFP. If the City amends this RFP, addenda will be posted to the IPS website at www.ips.state.nc.us and the City’s Contract Opportunities Site. Companies are required to acknowledge receipt of each addendum by including the Addenda Receipt Confirmation Form (Section 7, Form 2) with their Proposals. 2.6.4 Proposal Terms Firm and Irreversible. The signed Proposal shall be considered a firm offer on the part of the Company. The City reserves the right to negotiate price and other terms. All Proposal elements (including all statements, claims, declarations, prices, and specifications) shall be considered firm and irrevocable for purposes of future Contract negotiations unless specifically waived in writing by the City. The Company chosen for award should be prepared to have its Proposal and any relevant correspondence incorporated into the Contract, either in part or in its entirety, at the City's election. 2.6.5 Proposal Binding for 180 Days. Section 7, Form 3 contains a statement to the effect that the Proposal is a firm offer for one-hundred-eighty (180) calendar day period from the date of the opening. This statement must be signed by an individual authorized to bind the Company. All prices quoted shall be firm and fixed for the full Contract period. The City shall have the option to accept subject to exception by Contract. 2.6.6 Charlotte Business INClusion Program. Pursuant to Charlotte City Council’s adoption of the Charlotte Business INClusion (CBI) Policy, the CBI program promotes diversity, inclusion, and local business opportunities in the City’s contracting and procurement process for Minority, Women, and Small Business Enterprises (MWSBEs) with a significant business presence in the Charlotte Combined Statistical Area (CSA). The CBI Policy is posted at: www.charlottebusinessinclusion.com. The City is committed to promoting opportunities for maximum participation of certified MWSBEs on City funded contracts at both the Prime and Subcontract level. For MWSBE participation to count towards a Goal, MWSBEs must meet both the certification and geographic requirements as detailed throughout this solicitation and in the CBI Policy. Companies responding to this RFP are required to provide a MWSBE Participation Plan (Section 7, Form 5), describing your approach and past history with MWSBE utilitzation. Failure to submit this form with the Proposal shall render the Proposal non-responsive. The Participation Plan should include at a minimum the following elements:  Identify MWSBE vendors you propose to use on the project;  Identify outreach efforts that will be employed by the Company to maximize MWSBE inclusion throughout the life of the project; 11 Section 2 Introduction and General Information FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019  Identify specific scopes of work to be performed by MWSBEs;  Document the overall percentage to be committed to MWSBEs; and  Describe your approach and past history utilizing MSWBEs (include a list of past projects and your MWSBE utilization on said projects).  The City has established the following MWSBE Goals for all development, planning, design, consulting, pre-construction and construction work, and for any other work, services and products provided on the Project. This Project has an aggregate MWSBE Goal of 10% for the City of Charlotte usage estimated to be $500,000 annually: The total work performed by MWSBEs in the aggregate. Companies are highly encouraged to consider any and all possibilities for MWSBE participation. A complete list of City certified SBEs and City registered MWBEs is available at www.charlottebusinessinclusion.com. Please note, when identifying MBEs for inclusion towards the established MBE Goal, only HUB certified Aggregate MWSBE Goal 10%: The total work performed by MWSBEs in the aggregate. 2.6.7 Subcontracting. The Company given contract award shall be the prime contractor and shall be solely responsible for contractual performance. In the event of a subcontracting relationship, the Company shall remain the prime contractor and will assume all responsibility for the performance of the Services that are supplied by all subcontractors. The City retains the right to approve all subcontractors. 2.6.8 Equal Opportunity. The City has an equal opportunity purchasing policy. The City seeks to ensure that all segments of the business community have access to supplying the goods and services needed by City programs. The City provides equal opportunity for all businesses and does not discriminate against any Companies regardless of race, color, religion, age, sex, and national origin or disability. 2.6.9 Use of City’s Name. No advertising, sales promotion, or other materials of the Company or its agents or representatives may identify or reference the City in any manner absent the prior written consent of the City. 2.6.10 Withdrawal for Modification of Proposals. Companies may change or withdraw a previously-submitted Proposal at any time prior to the Proposal due date. Only formal written requests addressed in the same manner as the Proposal and received by the City prior to the Proposal due date will be accepted. The request must be in a sealed envelope that is plainly marked “Modifications to Proposal.” No oral modifications will be allowed. If the Company complies with this Section, after the Proposal due date, the Proposal, will be withdrawn or corrected in accordance with the written request(s). 2.6.11 No Bribery. In submitting a response to this RFP, each Company certifies that neither it, any of its affiliates or subcontractors, nor any employees of any of the foregoing has bribed, or attempted to bribe, an officer or employee of the City in connection with the Contract. 12 Section 2 Introduction and General Information FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 2.6.12 Exceptions to the RFP. Other than exceptions that are stated in compliance with this Section and Section 5.1.4, each Proposal shall be deemed to agree to comply with all terms, conditions, specifications, and requirements of this RFP including the Sample Contract language included in Section 9. An “exception” is defined as the Company’s inability or unwillingness to meet a term, condition, specification, or requirement in the manner specified in the RFP including the Sample Contract language included as in Section 9. All exceptions taken must be identified and explained in writing in your Proposal and must specifically reference the relevant section(s) of this RFP. If the Company provides an alternate solution when taking an exception to a requirement, the benefits of this alternative solution and impact, if any, on any part of the remainder of the Company’s solution, must be described in detail. 2.6.13 Fair Trade Certifications. By submitting a Proposal, the Company certifies that:  The prices in its Proposal have been arrived at independently, without consultation, communication, or agreement with anyone, as to any matter relating to such prices for the purpose of restricting competition;  Unless otherwise required by law, the prices quoted in its Proposal have not been knowingly disclosed by the Company and will not knowingly be so disclosed prior to the Proposal due date; and  No attempt has been made or will be made by the Company to induce any other person or firm to submit or not to submit a Proposal for the purpose of restricting competition. 2.6.14 Companies’ Obligation to Fully Inform Themselves. Companies or their authorized representatives must fully inform themselves as to all conditions, requirements, and specifications of this RFP before submitting Proposals. Failure to do so will be at the Company’s own risk. 2.6.15 Environmentally Preferable Purchasing. The City promotes the practice of Environmentally Preferable Purchasing (EPP) in acquiring products or services. Applicable EPP attributes that may be taken into consideration as environmental criterion include the following: Recycled content Recyclability Reduced Packaging Biodegradability Compostability Pollution Prevention Reduced toxicity Energy efficiency Water efficiency Life Cycle Management Low volatile organic compounds End of life management Companies able to supply products or services containing any of the applicable environmentally preferable attributes that meet performance requirements are encouraged to offer them in the Proposal. Companies must provide certification of environmental standards and other environmental claims, such as recycled content and emissions data or a formal statement signed by a senior company official. 2.7 Guarantor. If the Company is a subsidiary of another entity, the City requires that the Company’s parent entity provide a guarantee of payment of all of the Company’s obligations under the Contract. The City may also require that the Company obtain a guaranty from an entity other than the 13 Section 2 Introduction and General Information FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 parent if the City concludes that such guaranty would be beneficial to protect the City’s interest. If the Company is not a subsidiary, the City may require that the Company obtain a guaranty of payment from another entity if the City concludes that such guaranty would be beneficial to protect the City’s interest. If a guarantor is required, the Company must: (a) identify a guarantor that is acceptable to the City, (b) provide the City with the same financial information about the guarantor that the Company is required to provide about itself under this RFP; and (c) provide the City with a signed, legally binding guaranty agreement from the approved guarantor that is acceptable to the City in the City’s sole discretion. Failure to comply with the forgoing shall be grounds for rejection of the Company’s Proposal. 2.8 Required Financial Information: The Company must submit the financial information requested in this Section to the City’s City Procurement, without exception, within two (2) business days upon written request. Companies must furnish the following financial information for the proposing Company(s), guarantor(s), and any sub-contractor included as having a significant role (defined as providing more than fifteen percent (15%) of the services) in providing Services to the City: a) Annual audited financial reports for each of the past five (5) fiscal years, prepared in accordance with Generally Accepted Accounting Principles (GAAP), and all relevant notes; b) The most recent Form 10-K and Form 10-Q filed with the Securities and Exchange Commission (SEC); or, if the contractor is not regulated by the SEC, then the most recent quarterly financial report; and c) Description of any material adverse changes in financial position within the past five (5) years; any material changes in the mode of conducting business; any bankruptcy proceedings, mergers, acquisitions, takeovers, joint ventures, and/or divestitures within the past five (5) years. In addition, provide a clear and definitive statement of the following:  Years of providing similar Products and Services by the Company and/or predecessor organization;  Whether or not the Company (and/or predecessor, guarantor or subcontractor) has declared bankruptcy within the last five (5) years;  Description of the financial impact of any past or pending legal proceedings and judgments, that could materially affect the Company’s financial position or ability to provide Services to the City. This information will be reviewed and assessed in accordance with the information provided by the Company, in the above referenced Section;  All credit reports, credit bulletins, and any other published statements by the most recognized agencies (Standard & Poors Rating Group, Moody, Investor Services, Dun & Bradstreet, and Value Line) that have been issued or published about the entity within the past five (5) years;  The prospectus or offering statement for the entity’s latest security or equity offering;  The company name, contact person, telephone number, and fax number of at least two (2) references from bank or institutional lenders which have extended credit to the entity in the past five (5) years; or if the entity has not applied for credit in the past five (5) years, the contact person’s name, telephone number, and fax number of at least two (2) references from banks with which the entity conducts business; 14 Section 2 Introduction and General Information FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019  The company name, contact person, telephone number, and fax number of at least two (2) credit references from suppliers/vendors;  Include in the statement of guarantor(s), as described in Section 2.7 Guarantor, evidence of the ability of the guarantor to meet the short-term funding needs of the Contract; and  Evidence that demonstrates the Company’s ability to obtain the insurance as required in Section 9. Such insurance should provide coverage in the stated amount for each occurrence of bodily injury and for each occurrence of property damage with coverage for products/completed operations, personal injury liability, and contractual liability. Any additional information, which the Company believes, is appropriate to fully reflect the financial strength of the entity. Failure to provide such information is cause for rejection of the Proposal at the sole discretion of the City. For any subcontractor providing more than fifteen percent (15%) of the Products and Services, the City reserves the right, at its sole discretion, to reject the subcontractor if it fails to meet minimum financial requirements. In the event the City’s Evaluation Committee rejects the subcontractor, the Company must assume the responsibilities of the subcontractor or find a replacement satisfactory to the Evaluation Committee. 1 If a Company does not have the audited financial statements requested, it is the responsibility of the Company to provide the City with information of sufficient quantity and with verifiable sources to ascertain that the Company is financially capable of providing the Products and Services described in this RFP. Failure to provide adequate financial information may result in the exclusion of your Procurement from the procurement process. 15 Section 3 Procurement Process FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 3. PROCUREMENT PROCESS. This Section 3 contains information about the procurement process for this Project. 3.1 Schedule and Process. The following chart shows the schedule of events for the conduct of this RFP. The key events and deadlines for this process are as follows, some of which are set forth in more detail in the Sections that follow: DATE EVENT JUNE 19, 2019 Issuance of RFP. The City issues this RFP. JUNE 27, 2019 Request for Proposals Acknowledgement. Companies that intend to submit a Proposal shall submit the RFP Acknowledgement Form on this date to the email or fax number listed in Section 3.2. JUNE 27, 2019 Submission of Written Questions Prior to Pre-Proposal Conference. Companies are permitted to submit written questions for purposes of clarifying this RFP. All submissions must be pursuant to the instructions in Section 3.3 by 2 p.m. EDT. JULY 9, 2019 Non-Mandatory Pre-Proposal Conference to be held at the location indicated in Section 3.4 at 10 a.m. EDT. JULY 12, 2019 Submission of Written Questions After the Pre-Proposal Conference. Questions are due by 5:00 p.m. EDT. JULY 30, 2019 Proposal Submission. Proposals are due by 2 p.m. EDT. at City Procurement, CMGC 9th Floor. JULY 30, 2019 – SEPTEMBER 9, 2019 Evaluation. The Evaluation Committee will assess each Proposal and conduct evaluation activities with Companies. NOVEMBER 26, 2019 Contract Award by Council. JANUARY 1, 2020 Services commence. Company begins providing the Products and Services. 3.2 Intent to Propose. Please acknowledge receipt of this RFP via email or facsimile by JUNE 27, 2019 using the Request for Proposals Acknowledgement Form located in Section 7, Form 1. Complete the form in its entirety advising the City of your firm’s intention to submit or not submit a Proposal. Email or fax a copy of the completed and signed form to the email address or number below. The City strongly encourages Companies to submit this form prior to the Pre-Proposal conference but Companies shall not be precluded from submitting a Proposal if they fail to submit this form. 3.3 Interpretations and Addenda. There are two (2) ways to ask questions about this RFP: (1) submit a question in writing to the Procurement Officer at the e-mail address listed below; or (2) ask a question at the Pre- Proposal Conference. Other than these permitted methods, Companies should refrain from contacting City staff prior to the Proposal deadline. The City is not bound by any statements, representations or clarifications regarding this RFP other than those provided in writing by the Procurement Officer. 16 Section 3 Procurement Process FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 Genetta N. Carothers City of Charlotte City Procurement 600 East 4th Street, CMGC 9th Floor Charlotte, NC 28202 RFP # 269-2019-105 Fax: 704-632-8257 E-mail: gcarothers@charlottenc.gov When submitting questions, please reference the RFP page and topic number. In order for questions to be addressed at the Pre-Proposal Conference, they must be submitted by 2 p.m. EDT, on JUNE 27, 2019. After the Pre-Proposal Conference, questions must be submitted in writing by the deadline stated in Section 3.1. In the case of questions not submitted by the deadline, the Procurement Officer will, based on the availability of time to research and communicate an answer, decide whether an answer can be given before the Proposal deadline. When responding to Company questions or issuing addenda to the RFP, the City will post the answer or information to the Internet at http://www.ips.state.nc.us and the City’s Contract Opportunities Site, referencing solicitation #269-2019-105. Companies are required to acknowledge their receipt of each addenda by including in the Proposal a completed Addenda Receipt Confirmation Form (Section 7, Form 2). 3.4 Pre-Proposal Conference. A Non-Mandatory Pre-Proposal Conference will be conducted on JULY 9, 2019 at 10 a.m. EDT. The meeting will be held at the Charlotte-Mecklenburg Government Center (CMGC), 600 East Fourth Street, Charlotte, North Carolina 28202, Basement – CH14 Room or via teleconference by calling 704-336-5494. While attendance at the Pre-Proposal Conference is not mandatory, all interested Companies are encouraged to attend. If special accommodations are required for attendance, please notify Genetta N. Carothers in advance of the conference date and time identifying the special accommodations required. 3.5 Submission of Proposals. Proposals must be in the format specified in Section 5 of this RFP. Two (2) electronic copies on a flash drive in a searchable format such as MS Word or Adobe Acrobat and one (1) original Proposal signed in ink by a company official authorized to make a legal and binding offer, plus three (3) copies shall be submitted to the address listed in Section 3.3 above by JULY 30, 2019 on or before but no later than 2 p.m. EDT. The original Proposal and each of the copies shall be complete and unabridged, and shall not refer to any other copy of the signed and sealed original for any references, clarifications, or additional information. When received, all Proposals and supporting materials, as well as correspondence relating to this RFP, shall become the property of the City. Proposals sent by fax or email will not be accepted. Due to security requirements at the Charlotte-Mecklenburg Government Center (CMGC), sealed box(es), including any portions marked as Confidential/Trade Secret, may be searched and thoroughly inspected prior to admittance. Please allow time for this search to take place and to re-seal the box if delivering your Proposal in person to the CMGC. 17 Section 3 Procurement Process FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 Do not arrive at City Procurement on the Proposal due date for the purposes of reviewing your competitors’ Proposals. The Proposals will not be read aloud or made available to inspect or copy until any trade secret issues have been resolved. All Proposals will be time-stamped upon receipt and held in a secure place until opening. 3.6 Correction of Errors. The person signing the Proposal must initial erasures or other corrections in the Proposal. The Company further agrees that in the event of any obvious errors, the City reserves the right to waive such errors in its sole discretion. The City, however, has no obligation under any circumstances to waive such errors. 3.7 Evaluation. As part of the evaluation process, the Evaluation Committee may engage in discussions with one or more Companies. Discussions might be held with individual Companies to determine in greater detail the Company’s qualifications, to explore with the Company the scope and nature of the required contractual Services, to learn the Company’s proposed method of performance and the relative utility of alternative methods, and to facilitate arriving at a Contract that will be satisfactory to the City. The City may in its discretion require one or more Companies to make presentations to the Evaluation Committee or appear before the City and/or its representatives for an interview. During such interview, the Company may be required to orally and otherwise present its Proposal and to respond in detail to any questions posed. Additional meetings may be held to clarify issues or to address comments, as the City deems appropriate. Companies will be notified in advance of the time and format of such meetings. Since the City may choose to award a Contract without engaging in discussions or negotiations, the Proposals submitted shall state the Company's best offer for performing the Services described in this RFP. 3.8 Contract Award by Council. As soon as practical after opening the Proposals, the name of the apparent successful Company will be submitted to the Council for final approval of award and the Procurement Officer will provide Contract documents to the Company. In the event the Council approval is not received within one hundred eighty (180) calendar days after opening of the Proposals, the Company may request that it be released from the Proposal. 3.9 Vendor Inclusion. The City’s vendor management philosophy supports a fair, open, and inclusive process that offers the same access and information to all Companies. Although Companies are not required to be registered in the City’s vendor registration system prior to submitting a Proposal, in order to execute a contract with the City and receive payment from the City, all Companies must register with the City’s vendor registration system. Your registration provides the City with baseline information for your company including location, contact and demographic information, as well as your areas of expertise with specific commodity and/or service descriptions. You will also have the opportunity to complete any applicable certifications if your company desires to establish itself as an SBE, MBE, or WBE. The link below will provide you with the opportunity to complete your registration on-line with the City. http://charlottenc.gov/vendors 18 Section 4 Scope of Products & Services FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 4. SCOPE OF FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES. 4.1 General Scope. The City is requesting the broadest selection of Office, Education, Classroom and Miscellaneous Furniture, Installation and Related Products and Services offered. The intent of this RFP is to provide the City and Participating Public Agencies with Products and Services to meet their various needs. Therefore, Companies should have demonstrated experience in providing Products and Services as defined in this RFP, including but not limited to the following:  Systems Furniture: A complete and comprehensive catalog of all systems furniture, lines, and accessories available from the Company;  Freestanding Furniture: A complete and comprehensive catalog of all case goods, furniture, (including folding and mobile) desks, tables, and accessories not limited to pre- school items available from the Company;  Seating/Chairs: A complete and comprehensive catalog of office and classroom chairs, tandem seating and other general seating not limited to pre-school items available from the Company;  Soft Seating: A complete and comprehensive catalog selection of soft seating for areas such as commons, libraries, waiting areas and open learning spaces. Products include, but are not limited to, lounge seating, modular linear seating, tables, and accessories.  Filing Systems, Storage and Equipment: A complete and comprehensive catalog of filing systems including vertical and lateral files, freestanding file cabinets, bookcases, and equipment and accessories available from the Company;  Technology Support Furniture: A complete and comprehensive catalog selection of technology support furniture to support technology based learning environments.  Library Furniture: A complete and comprehensive catalog selection of library furniture including shelving.  Science Laboratory Furniture: A complete and comprehensive catalog selection of science laboratory furniture.  Cafeteria Furniture: A complete and comprehensive catalog selection of cafeteria furniture.  Early Childhood Furniture: A complete and comprehensive catalog selection of early childhood furniture.  Audio/Visual Furniture: A complete and comprehensive catalog selection of audio/visual furniture.  Art Instructional Furniture: A complete and comprehensive catalog selection of art instructional furniture.  Educational Office Furniture: A complete and comprehensive catalog selection of educational office furniture.  Music Furniture and Storage: A complete and comprehensive catalog selection of music furniture and storage equipment including, but not limited to, music posture chairs, band stand, conductor systems, instrument storage and performance platforms. 19 Section 4 Scope of Products & Services FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019  Career/Technical Education Furniture: A complete and comprehensive catalog selection of career/technical education furniture.  Auditorium/Theater Fixed Seating: A complete and comprehensive catalog selection of auditorium/theater fixed seating and related furniture.  Related Products, Support Services and Solutions: Related office interior products and design, “Quick Ship”, design and layout, fabric and color design services, installation, systems furniture reconfiguration, assessment tools, and any other related products and services or solutions offered by the Company. 4.2 Product Standards and Guidelines. All products must be manufactured in compliance with all standards including warning labels and safety devices, guard and equipment required to meet the safety standards recognized by industry safety, councils or organizations to establish safety standards such as Occupational Safety and Health Administration (OSHA), National Fire Protection Association (NFPA), National Institute of Occupational Safety and Health (NIOSH), American National Standards Institute (ANSI), Underwriters Laboratories, Inc. (UL), Environmental Protection Agency (EPA), Business Institutional Furniture Manufacturers Association (BIFMA), etc. If a product proposed requires a Material Safety Data Sheet (MSDS) it must accompany each shipment. Additionally, applicable products must meet the following specific standards: • ANSI/HFES and/or BSR/HFES (Human Factors Engineering of Computer Workstations) • CPSIA 1303 or 16 C.F.R 1303 (Ban of Lead-Containing Paint) • ANSI/BIFMA X5.1 (Office Seating), X5.4 (Lounge and Public Seating), X5.5 (Desk Products) X6.1 (Educational Furniture) and e3 (Furniture Sustainability Standard) • California Air Resources Board (CARB) (Formaldehyde Emissions) • California Proposition 65 (Lead and Other Toxic Substances) • California Bureau of Electronic and Appliance Repair, Home Furnishings, and Thermal Insulation (BHFTI) (Technical Bulletin 117) All Products offered must be new, unused, latest design and technology unless otherwise specified. 4.3 Pricing. The Company must submit a cost proposal fully supported by cost and pricing data adequate to establish the reasonableness of the proposed fee in Section 7, Form 4. Provide one (1) firm fixed percentage (%) discount off a manufacturer price list for each category (defined in Section 4.1) for the life of the contract and state why this is most advantageous to Participating Public Agencies. Prices must include manufacturer mark up, profit, item cost and storage to allow each customer the ability to calculate and verify discount. All manufacturer price lists must be identified in the Proposal response. 4.3.1 Delivery. The fixed percentage discount will be based on the delivery requirements below: 4.3.1.1 Drop Ship: All deliveries shall be delivered to the site. Company is responsible for unloading. 4.3.1.2 Inside Delivery: All deliveries shall be delivered to the site, unloaded and moved to a designated area in the building. Company is responsible for unloading. 4.3.1.3 Company must provide the normal delivery time in days and any options for expediting delivery in Section 7, Form 4. 20 Section 4 Scope of Products & Services FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 4.3.2 Installation. The fixed percentage discount will be based on the installation requirements below: 4.3.2.1 Basic Installation: Basic installation includes inside delivery, uncrating, assembly, installation, removal of all debris from premises, installation documents and the bill of materials per the purchaser’s approved plan and specifications. 4.3.2.2 Expanded Service Installation: Expanded service installation includes basic installation; field measurements surveyed, documented and coordinated; electrical and telecommunication/data in-feed locations are surveyed, documented and coordinated; attend required coordination meetings with purchaser and other contractors; and creation and implementation of punch list by project manager. 4.3.2.3 Normal Hours: Normal hours are defined as 7:00 am – 5:00 pm local time. 4.3.2.4 After Hours: After hours are defined as evenings, weekends and holidays. 4.3.2.5 Installation may be priced by region, zone or other categorization provided price is submitted as an hourly rate. Basic and Expanded Service installation must be priced as an hourly rate. 4.3.2.6 Pricing for installation and services such as design, project management, asset management, refurbishment, and other services must be priced at an hourly rate by state. 4.3.2.6.1 Design: Company must have the capability to recommend and design appropriate layouts to fit the need of the City and Participating Public Agencies. 4.3.2.6.2 Project Management: Company must have the ability to provide project management services to help City and Participating Public Agencies complete their projects on-time and within budget. 4.3.3 Storage should be priced at a monthly rate or other recommended fixed rate(s). 4.3.4 Detail any additional pricing incentives or rebates that may be available based on volume discounts, dollar amounts or other criteria. 4.3.5 Provide pricing for any additional related products, services and solutions offered. 4.3.6 Sample Projects and Price Comparison. For comparison purposes only, the Company must provide the following information for the Sample Projects included in Section 7: 4.3.6.1 Cost breakdown of all components using proposed discounts and list prices; 4.3.6.2 Manufacturer Price List ID; 4.3.6.3 Color options; 4.3.6.4 Delivery options; 4.3.6.5 Installation options; and 4.3.6.6 Lead-time from receipt of purchase order. All Products provide under this Contract that require assembly and installation should be performed by the awarded manufacturers’ certified installers. All installation work must meet the manufacturer’s specifications and industry standards. Company must provide the names and addresses of each certified installer/subcontractory by geographical area, see Section 7, Form 6. 21 Section 4 Scope of Products & Services FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 All work must be performed according to the standards established by the terms, specifications, and drawings for each project and meet the manufacturer’s specifications and industry standards. It shall be the obligation of the Installer to obtain clarification from the Project Coordinator concerning questions or conflicts in the specifications and drawings in a timely manner as to not delay the progress of the work. 4.4 Price Adjustments. All proposed pricing shall remain firm for the first year of the subsequent Contract through December 31, 2020. Companies may request price adjustments (increases/decreases) for consideration at least sixty (60) days prior to each anniversary of the Contract effective date. All requests must be submitted in writing to City of Charlotte City Procurement along with documentation of bona fide materials and labor increases for the cost of Products. No adjustment shall be made to compensate a Company for inefficiency in operation or for additional profit. Price decreases shall be accepted at any time during the term of the contract. 4.5 Environmental Purchasing Requirements. The following are applicable items covered by the City’s Sustainable Purchasing Policy that must be accommodated by the Company: Product or Service Examples Environmental Attributes Furniture Desks, chairs, tables, bookshelves Recycled content, recyclability, end of life management Companies are required to provide information with their Proposals regarding the environmental attributes in Section 7, Form 10. 4.6 New Products and Services. New Products and Services may be added to the resulting Contract(s) during the term of the Contract by written amendment, to the extent that those Products and Services are within the scope of this RFP and include, but will not be limited to, new Product added to the manufacturer’s list offerings, and services which reflect new technology and improved functionality. All requests are subject to review and approval of the City of Charlotte. 4.7 Safety. All Companies and installers or subcontractor performing Services for the City of Charlotte and Participating Public Agencies are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety Occupational Health Standards and any other applicable rules and regulations. The Company and subcontractors shall be held responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site area under this contract. 4.8 Warranty. In Section 7, Form 4, Company must address each of the following: 4.8.1 Applicable warranty and/or guarantees of furniture and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. 4.8.2 Warranty period start date. The City of Charlotte desires the warranty start at the time of substantial completion. 4.8.3 Availability of replacement parts. 4.8.4 Life expectancy of furniture under normal use. 22 Section 4 Scope of Products & Services FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 4.8.5 Detailed information as to proposed return policy on all furniture. 23 Section 5 Proposal Content and Format FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 5. PROPOSAL CONTENT AND FORMAT. The City desires all Proposals to be identical in format in order to facilitate comparison. While the City’s format may represent departure from the Company’s preference, the City requires strict adherence to the format. The Proposal will be in the format described below: A. Cover letter; B. Proposed Solution; C. The “Addenda Receipt Confirmation” set forth in Section 7, Form 2; D. The “Proposal Submission” set forth in Section 7, Form 3; E. The “Pricing Worksheet” set forth in Section 7, Form 4; F. The “MWSBE Utilization” form set forth in Section 7, Form 5; G. The “Company’s Background Response” form set forth in Section 7, Form 6; H. The “References” set forth in Section 7, Form 7; I. The “Certification Regarding Debarment, Suspension and Other Responsibility Matters” set forth in Section 7, Form 8; J. The “Byrd Anti-Lobbying Certification” set forth in Section 7, Form 9; K. The “Environmental Purchasing Responses” set forth in Section 7, Form 10; L. The “Response for National Cooperative Contract” set forth in Section 8, Exhibit A; M. The “Administrative Agreement, Example” set forth in Section 8, Exhibit B; N. The “Federal Funds Certifications” set forth in Section 8, Exhibit F; O. The “Ownership Disclosure Form” set forth in Section 8, Exhibit G, Doc #1; P. The “Non-Collusion Affidavit” set forth in Section 8, Exhibit G, Doc #2; Q. The “Affirmative Action Affidavit” set forth in Section 8, Exhibit G, Doc #3; R. The “Political Contribution Disclosure Form” set forth in Section 8, Exhibit G, Doc #4; S. The “Stockholder Disclosure Certification” set forth in Section 8, Exhibit G, Doc #5; T. The “Certification of Non-Involvement in Prohibited Activities in Iran” set forth in Section 8, Exhibit G, Doc #6; U. The “New Jersey Business Registration Certificate” set forth in Section 8, Exhibit G, Doc #7; and V. Exceptions to the Remainder of the RFP, including the Sample Contract in Section 9. The City encourages Proposals to be compatible with the City’s waste reduction goals and policies. Therefore, it is desired that all responses meet the following requirements:  All Proposals be printed 8 1/2" x 11" format with all standard text no smaller than eleven (11) points;  All copies be printed double-sided;  All copies be printed on recycled paper (at least 30% post-consumer recovered material and at least 30% total recovered material);  Unless necessary, all Proposal originals and copies should minimize or eliminate use of non- recyclable or non-reusable materials such as 3- ring binders, plastic report covers, plastic dividers, vinyl sleeves, and GBC binding. Glued materials, paper clips, and staples are acceptable; and  Materials be submitted in a format that allows for easy removal and recycling. Proposals must also include a CD or flash drive including the entire Proposal in a searchable format such as MS Word or Adobe Acrobat. Companies are required to organize the information requested in this RFP in accordance with the format and instructions outlined above and detailed below. Failure to do so may result in the City, at its sole discretion, deeming the Proposal non-responsive. The Company, however, may reduce the repetition of identical information within several sections of the Proposal by making 24 Section 5 Proposal Content and Format FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 the appropriate cross-references to other sections of the Proposal. Appendices for certain technical or financial information may be used to facilitate Proposal preparation. 5.1 Proposal Content. 5.1.1 Cover Letter. The Proposal must include a letter of transmittal attesting to its accuracy, signed by an individual authorized to execute binding legal documents. The cover letter shall provide the name, address, telephone and facsimile numbers of the Company along with the name, title, address, email address, telephone and facsimile numbers of the executive that has the authority to contract with the City. The cover letter shall present the Company's understanding of the Project and a summary of the approach to perform the Services. 5.1.2 Executive Summary. The Company shall submit an executive summary, which outlines its Proposal, including the proposed general management philosophy. The executive summary shall, at a minimum, include an identification of the proposed project team, responsibilities of the project team, and a summary of the proposed Products and Services. This section should highlight aspects of this Proposal, which make it superior or unique. 5.1.3 Required Forms. To be deemed responsive to this RFP, Companies must complete, in detail, all Proposal Forms listed in this Section 7, items numbered C through K and Section 8, items L through T. 5.1.4 Exceptions to the RFP. Exceptions must be submitted in accordance with Section 2.6.12 of this RFP. If exceptions are not identified in your Proposal they may not be considered during Contract negotiation and could result in Proposal being rejected from further consideration. If legal counsel needs to review the Sample Contract prior to signature, reviews must be completed before your Proposal is submitted. The City intends to enter into a City-drafted Contract with the successful Company that contains the terms and conditions set forth in Section 9 (“Sample Terms”). The number and extent of any exceptions and proposed additions to the Sample Terms will be one of the City’s evaluation criteria. Accordingly, each Company must state specifically in its Proposal any exceptions to the Sample Terms, or any such exceptions will be waived. Any Company-proposed additional terms or conditions must also be included in the Proposal, and the City reserves the right to refuse consideration of any terms not so included. Any proposed changes to the Sample Terms after tentative contract award may constitute a material change to the Company’s Proposal and be grounds for revoking the award. Notwithstanding the foregoing, the City reserves the right to modify the Sample Terms prior to or during contract negotiations if it is in the City’s best interest to do so. 25 Section 6 Evaluation Criteria FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 6. PROPOSAL EVALUATION CRITERIA. Proposals will be evaluated based on the Company's ability to meet the performance requirements of this RFP. This section provides a description of the evaluation criteria that will be used to evaluate the Proposals. To be deemed responsive, it is important for the Company to provide appropriate detail to demonstrate satisfaction of each criterion and compliance with the performance provisions outlined in this RFP. The Company’s Proposal will be the primary source of information used in the evaluation process. Proposals must contain information specifically related to the proposed Services and requested herein. Failure of any Company to submit information requested may result in the elimination of the Proposal from further evaluation. Proposals will be assessed to determine the most comprehensive, competitive and best value solution for the City based on, but not limited to, the criteria below. The City reserves the right to modify the evaluation criteria or waive portions thereof. Proposals will be evaluated on the following major categories: a. Qualifications and Experience; b. National/Corporate Support; c. Range and Quality of Products and Services Offerings; d. Project Approach and Proposed Solution; e. Pricing; f. Financial Qualifications; g. MWSBE inclusion efforts; and h. Acceptance of the Terms of the Contract. 6.1 Qualifications and Experience. Companies will be evaluated on the background and experience information provided in Section 7, Form 6. 6.2 National/Corporate Support. Companies will be evaluated based on their completed supplier qualifications, company history, national company capabilities and responses to all OMNIA Partners requirements included in this RFP. 6.3 Products and Services Offering. Proposals will be evaluated on the selection of Furniture, Installation and Related Products and Services they offer to the City and Participating Public Agencies with turnkey solutions to meet the various needs of all agencies. 6.4 Project Approach / Proposed Solution. Companies will be evaluated based upon their understanding, experience and qualifications in providing and performing the same or substantially similar Products and Services, as reflected by its experience in providing and performing such Products and Services. The evaluation will include references regarding work for organizations with needs similar to the City's, and the feasibility of the Company's approach for the provision of the Products and Services. 6.5 Pricing. Under this criterion, Proposals will be compared in terms of the most reasonable and effective pricing options. The Evaluation Committee will also take into consideration any indirect costs associated with the Products and Services. 6.6 Financial Qualifications. This criterion includes an evaluation of the financial qualifications of the Company. The evaluation will take into account the financial strength of the Company and its ability to meet the long-term financial requirements of the Contract. 26 Section 6 Evaluation Criteria FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 The Internal Audit Division of the City will evaluate the Proposal responses and give an opinion to the Evaluation Committee as to the financial strength of each Company based on the financial information submitted in accordance with this RFP. During the evaluation phase, the Company must be able to provide the required financial documents in Section 2.8 to City Procurement within two (2) business days upon written request. 6.7 MWSBE Subcontractor Utilization. The City maintains a strong commitment to the inclusion of MWSBEs in the City’s contracting and procurement process. For the purposes of this RFP, the City will consider a Company’s MWSBE certification and/or MWSBE subcontracting inclusion efforts. To count towards a Department MWSBE Goal, MWSBE certified Companies and/or their MWSBE subcontractors must meet the following certification criteria prior to Proposal submission:  Be designated as a City certified SBE; and/or  Be designated as a City registered MBE or WBE This Project has an aggregate MWSBE Goal of 10% for the City of Charlotte usage estimated to be $500,000 annually. MWSBE utilization is only one (1) criterion considered in the totality of all criteria listed in this Section 6. 6.8 Acceptance of the Terms of the Contract. The City will evaluate the Proposals for compliance with the terms, conditions, requirements, and specifications stated in this RFP including the sample contract language provided in Section 9. Regardless of exceptions taken, Companies shall provide pricing based on the requirements and terms set forth in this RFP. Exceptions shall be identified in accordance with Sections 2.6.12 and 5.1.4 of this RFP. 27 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 11. REQUIRED FORMS. REQUIRED FORM 1 – REQUEST FOR PROPOSALS ACKNOWLEDGEMENT RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES The Company hereby certifies receipt of the Request for Proposals for the City of Charlotte, North Carolina RFP #269-2019-105, FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES. This form should be completed upon receipt of the City’s Request for Proposals and faxed or emailed in time for the City to receive it by or before JUNE 27, 2019. Failure to submit this form by the designated date shall not preclude the Company from submitting a proposal. Please fax or email the completed Request for Proposals Acknowledgement Form to the attention of: Genetta N. Carothers Finance Department – City Procurement Fax: 704-632-8257 Email: gcarothers@charlottenc.gov Date: _________________________ Authorized Signature: _______________________________________________________ Title: __________________________________________________________________________ Company Name: ________________________________________________________________ Contact Name: _________________________________________________________________ Contact E-mail address: __________________________________________________________ Please check the appropriate space below and provide the requested information: _____We plan to attend the Pre-Proposal Conference and plan on submitting a Proposal Indicate number of attendees: In-Person Via Teleconference _____We do not plan to attend the Pre-Proposal Conference but plan on submitting a Proposal Reason: _____________________________________________________________________________ _____We do not plan to attend the Pre-Proposal Conference and do not plan on submitting a Proposal Reason: _____________________________________________________________________________ ___________________________________________________________________________________ 28 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 REQUIRED FORM 2 – ADDENDA RECEIPT CONFIRMATION RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES Please acknowledge receipt of all addenda by including this form with your Proposal. All addenda will be posted to the NC IPS website at www.ips.state.nc.us and the City’s Contract Opportunities Site at http://charlottenc.gov/DoingBusiness/Pages/ContractOpportunities.aspx. ADDENDUM #: DATE ADDENDUM DOWNLOADED FROM NC IPS: _____________ _________ _____________ _________ _____________ _________ _____________ _________ I certify that this proposal complies with the Specifications and conditions issued by the City except as clearly marked in the attached copy. _____________________________ ______________________ (Please Print Name) Date _____________________________ Authorized Signature _____________________________ Title _____________________________ Company Name 29 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 REQUIRED FORM 3 – PROPOSAL SUBMISSION FORM RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES This Proposal is submitted by: Company Name: ________________________________________________________ Representative (printed): ________________________________________________________ Address: ________________________________________________________ ________________________________________________________ City/State/Zip: ________________________________________________________ Email address: ________________________________________________________ Telephone: ________________________________________________________ (Area Code) Telephone Number Facsimile: ________________________________________________________ (Area Code) Fax Number The representative signing above hereby certifies and agrees that the following information is correct: 1. In preparing its Proposal, the Company has considered all proposals submitted from qualified, potential subcontractors and suppliers, and has not engaged in or condoned prohibited discrimination. 2. For purposes of this Section, discrimination means discrimination in the solicitation, selection, or treatment of any subcontractor, vendor or supplier on the basis of race, ethnicity, gender, age or disability or any otherwise unlawful form of discrimination. Without limiting the foregoing, discrimination also includes retaliating against any person or other entity for reporting any incident of discrimination. 3. Without limiting any other provision of the solicitation for proposals on this project, it is understood and agreed that, if this certification is false, such false certification will constitute grounds for the City to reject the Proposal submitted by the Company on this Project and to terminate any contract awarded based on such Proposal. 4. As a condition of contracting with the City, the Company agrees to maintain documentation sufficient to demonstrate that it has not discriminated in its solicitation or selection of subcontractors. The Company further agrees to promptly provide to the City all information and documentation that may be requested by the City from time to time regarding the solicitation and selection of subcontractors. Failure to maintain or failure to provide such information constitutes grounds for the City to reject the bid submitted by the Company or terminate any contract awarded on such proposal. 5. As part of its Proposal, the Company shall provide to the City a list of all instances within the past ten years where a complaint was filed or pending against the Company in a legal or administrative proceeding alleging that the Company discriminated against its subcontractors, vendors or 30 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 suppliers, and a description of the status or resolution of that complaint, including any remedial action taken. 6. The information contained in this Proposal or any part thereof, including its Exhibits, Schedules, and other documents and instruments delivered or to be delivered to the City, is true, accurate, and complete. This Proposal includes all information necessary to ensure that the statements therein do not in whole or in part mislead the City as to any material facts. 7. None of Company’s or its subcontractors’ owners, employees, directors, or contractors will be in violation of the City’s Conflict of Interest Policy for City, Secondary and Other Employment Relationships (HR 13) if a Contract is awarded to the Company. 8. It is understood by the Company that the City reserves the right to reject any and all Proposals, to make awards on all items or on any items according to the best interest of the City, to waive formalities, technicalities, to recover and resolicit this RFP. 9. This Proposal is valid for one hundred and eighty (180) calendar days from the Proposal due date. I, the undersigned, hereby acknowledge that my company was given the opportunity to provide exceptions to the Sample Contract as included herein as Section 9. As such, I have elected to do the following: ___ Include exceptions to the Sample Contract in the following section of my Proposal: _______ ___ Not include any exceptions to the Sample Contract. I, the undersigned, hereby acknowledge that my company was given the opportunity to indicate any Trade Secret materials or Personally Identifiable Information (“PII”) as detailed in Section 2.6.2. I understand that the City is legally obligated to provide my Proposal documents, excluding any appropriately marked Trade Secret information and PII, upon request by any member of the public. As such, my company has elected as follows: ___ The following section(s) of the of the Proposal are marked as Trade Secret or PII: ________ ___ No portion of the Proposal is marked as Trade Secret or PII. Representative (signed): ________________________________________________________ 31 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 REQUIRED FORM 4 – PRICING WORKSHEET RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES Regardless of exceptions taken, Companies shall provide pricing based on the requirements and terms set forth in this RFP. Pricing must be all-inclusive and cover every aspect of the Project. Cost must be in United States dollars. Your Price Proposal must reflect all costs for which the City/Participating Public Agencies will be responsible. For purposes of this RFP, assume an initial term of five (5) years, with the City having an option to renew for two (2) additional consecutive one (1) year terms thereafter. 1. Furniture Categories and Other Related Products: Company must identify the manufacturer’s list price number and date. Company must insert the fixed percentage discount of the manufacturer’s list price for each delivery and installation option in the table below: Fixed (%) Percentage Discount off the Manufacturer’s List Price  Category Verifiable Manufacturer’s List Price Number/Date Drop Ship Inside Delivery Basic Installation Expanded Service Installation Systems Furniture   Freestanding Furniture   Seating / Chairs   Soft Seating   Filing Systems, Storage & Equipment   Technology Support Furniture   Library Furniture   Science Library Furniture   Cafeteria Furniture   Early Childhood Furniture Audio / Visual Furniture   Art Instructional Furniture   Educational Office Furniture   Music Furniture & Storage   Career / Technical Education Furniture   Auditorium / Theater Fixed Seating   Other Related Products Verifiable Manufacturer’s List Price Number/Date  Drop Ship  Inside Delivery  Basic Installation  Expanded Service Installation                In the above table, Company may insert additional rows as necessary for any additional other related products offered by Company. 32 ADDITIONAL SERVICES AND SOLUTIONS - HOURLY RATES BY STATE COMPANY MUST SUBMIT IN HARD COPY AND EXCEL FORMAT ON FLASH DRIVE SECTION 7 - REQUIRED FORM 4 Additional Services & Solutions AL AK AZ AR CA CO CT DE FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO Installation After Hours Installation Design Project Management Asset Management Refurbishment Additional Services & Solutions MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY Installation After Hours Installation Design Project Management Asset Management Refurbishment 2. Company must insert the fixed hourly rate per state for the additional services and solutions in the table below. Company may insert additional rows as necessary for any addtitional services and solutions offered by the Company. Company must insert the fixed hourly rate per state for the additional services and solutions in the table below. Company may insert additional rows as necessary for any addtitional services and solutions offered by the Company. 33 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 3. Additional Services and Solutions: Company must insert the fixed monthly rate for storage in the table below: Additional Services & Solutions Monthly Rate  Storage $ 4. Pricing Incentives and Rebates: Please identify any incentive and rebates offered based on volume, dollar amounts, or other criteria below: Rebate Description Amount or Percentage 5. Payment Terms: __________________________ 6. Delivery: Company must state the normal delivery time (in calendar days) and any options for expediting delivery. _________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ 7. Warranty: Company must detail the following: a. Applicable warranty and/or guarantees of furniture and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. b. Warranty period start date. The City of Charlotte desires the warranty start at the time of substantial completion. c. Availability of replacement parts. d. Life expectancy of furniture under normal use. e. Detailed information as to proposed return policy on all furniture. 34 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 8. Sample Projects: Company must provide pricing for the Sample Projects provided in this Section. Pricing should be based on pricing quoted in Section 7, Form 4. Sample Project Pricing must be submitted in the format provided and in hard copy and Excel format on a flash drive. The Sample Projects will be used for evaluation purposes only. a. Sample Project #A – Conference Room b. Sample Project #B – Break Room c. Sample Project #C – Private Office d. Sample Project #D – 6’x7’ Workstations i. Pricing must include the furniture, all required panels, hardware, connectors, and brackets required to build the 12 workstations. e. Sample Project #E – Large Collaboration Space f. Sample Project #F – Lounge Seating Area 35 FURNITURE PLANS – Space Types A, B, C, and DA: Conference RoomB: Break RoomC: Private OfficeD: 6’x7’ WorkstationsABCD36 (1) 66”Wx30”D Double Pedestal Desk (Wood‐Look)•Plastic Laminate Top, Chassis and Pedestals•Matching T‐Mold Edge•Full Modesty Panel•Full‐Depth BBF and FF Pedestals, Locking•Square Pulls, Brushed Aluminum Finish (1) 66”Wx18”D Credenza (Wood‐Look)•Plastic Laminate Top, Chassis, Pedestals, Doors•Matching T‐Mold Edge•Two (2) Doors w/Adjustable Shelf (at each end)•Two Full‐Depth FF Pedestals, Locking•Square Pulls, Brushed Aluminum Finish (1) 120W”x42”D Conference Table•Plastic Laminate Top, Wood‐Look•Flat Matching T‐Mold Edge•Slab Legs with Power/Wiring Capability (laminate finish)•Integrated HDMI/USB/Power Hub(10) Conference Arm Chairs •Mesh Seat and Back •5‐Arm Swivel Base (painted)•Pneumatic Height Adjustment•Passive Seat Adjustment (auto‐adjusting, user weight‐based)•Open Static Arms, Hard Casters (for carpet use)(4) Poly Armless Stack Chairs•Poly Seat and Back•Painted 4‐Legged Base with Glides•Flexible Back(1) 30”DIAx29”H Table •Plastic Laminate Top, Wood‐Look•Flat Matching T‐Mold Edge•Painted X‐Base with glides (12) 6’x7’ Systems Workstations•72”Wx 30”D Adjustable Height Desk (Wood‐Look Top) with Two (2) Monitor Arms and CPU Sling•54”Wx 30”D Fixed Height Worksurface (Wood‐Look)•Mobile BF Pedestal with Cushion Top•36”Wx15”D 2‐Drawer Lateral File •Modular Panel Size: ~48”H with 13” Frosted Glass Topper(12) Multi‐Function, Adjustable Ergonomic Task Chairs•Upholstered Padded Seat, Mesh Back•5‐Arm Swivel Base (painted)•Adjustable Lumbar Support•Adjustable Seat: Tilt, Seat Pan, Locking Position•Adjustable Arm Width and Height (2) Side Chairs with Arms•Upholstered Seat, Poly Back•Painted 4‐Legged Base with Glides•Flexible Back(1) Mid‐Back Task Chair•Upholstered Padded Seat, Mesh Back•5‐Arm Swivel Base (painted)•Adjustable Seat Height•Adjustable Arm HeightA: Conference RoomC: Private OfficeB: Break RoomD: 6’x7’ Workstations 37 EFFURNITURE PLANS – Space Types E and FE: Large Collaboration SpaceF: Lounge Seating Area38 (6) 4‐Legged High Stools (to reach 42”H Table)•Poly Seat and Back•Painted 4‐Legged Base with Glides(1) 120”Wx42”Dx42”H Table •Plastic Laminate Top and End Support Panel Legs (Wood‐Look)•Matching Flat T‐Mold Edge•Integrated HDMI/USB/Power Hub E: Large Collaboration Space (1) Round Occasional Table•36”DIA x 18”‐19”H•Veneer Top•Brushed Aluminum Base(3) Large Lounge Chairs•Fully Upholstered Mid‐Back Swivel Lounge Chair•Approximately 32”Wx32”Dx32”H•4‐Prong Base (glides with return to center column; powder coated paint)F: Lounge Seating Area 39 SAMPLE PROJECT A - CONFERENCE ROOMSECTION 7 - REQUIRED FORM 4Category Product DescriptionVendor Product NumberManufacturer NameUnit of MeasureQty Manufacturer List Price Fixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceBasic Installation Expanded Service InstallationTOTAL:COLOR OPTIONS:LEAD‐TIME FROM RECEIPT OF PURCHASE ORDER:A ‐ Conference Room Drop Ship Inside Delivery40 SAMPLE PROJECT B - BREAK ROOMSECTION 7 - REQUIRED FORM 4Category Product DescriptionVendor Product NumberManufacturer NameUnit of MeasureQty Manufacturer List Price Fixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceBasic Installation Expanded Service InstallationTOTAL:COLOR OPTIONS:LEAD‐TIME FROM RECEIPT OF PURCHASE ORDER:B ‐ Break Room Drop Ship Inside Delivery41 SAMPLE PROJECT C - PRIVATE OFFICESECTION 7 - REQUIRED FORM 4Category Product DescriptionVendor Product NumberManufacturer NameUnit of MeasureQty Manufacturer List Price Fixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceBasic Installation Expanded Service InstallationTOTAL:COLOR OPTIONS:LEAD‐TIME FROM RECEIPT OF PURCHASE ORDER:C ‐ Private Office Drop Ship Inside Delivery42 SAMPLE PROJECT D - 6'X7' WORKSTATIONSSECTION 7 - REQUIRED FORM 4CategoryProduct DescriptionVendor Product NumberManufacturer NameUnit of MeasureQty Manufacturer List Price Fixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceCOLOR OPTIONS:LEAD‐TIME FROM RECEIPT OF PURCHASE ORDER:C ‐ 6'X7' Workstations: must include the furniture, all required panels, hardware, connectors, and brackets to build 12 workstations.Basic InstallationExpanded Service InstallationTOTAL:43 SAMPLE CONTRACT E - LARGE COLLABORATION SPACESECTION 7 - REQUIRED FORM 4Category Product DescriptionVendor Product NumberManufacturer NameUnit of MeasureQty Manufacturer List Price Fixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceBasic Installation Expanded Service InstallationTOTAL:COLOR OPTIONS:LEAD‐TIME FROM RECEIPT OF PURCHASE ORDER:E ‐ Large Collaboration Space Drop Ship Inside Delivery44 SAMPLE F - LOUNGE SEATING AREASECTION 7 - REQUIRED FORM 4Category Product DescriptionVendor Product NumberManufacturer NameUnit of MeasureQty Manufacturer List Price Fixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceBasic Installation Expanded Service InstallationTOTAL:COLOR OPTIONS:LEAD‐TIME FROM RECEIPT OF PURCHASE ORDER:F ‐ Lounge Seating Area Drop Ship Inside Delivery45 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 REQUIRED FORM 5 – M/W/SBE PARTICIPATION PLAN RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES The City maintains a strong commitment to the inclusion of MWSBEs in the City’s contracting and procurement process when there are viable subcontracting opportunities. Companies must submit this form with their proposal outlining any supplies and/or services to be provided by each City certified Small Business Enterprise (SBE), and/or City registered Minority Business Enterprise (MBE) and Woman Business Enterprise (WBE) for the Contract. If the Company is a City-registered MWSBE, note that on this form. Aggregate MWSBE Goal 10% for the City of Charlotte usage estimated to be $500,000 annually. A list of current registered and certified MWSBEs can be found at www.charlottebusinessinclusion.com. Failure to submit this form shall deem a Proposal non-responsive. Company Name: Please indicate if your company is any of the following: ____ MBE ____WBE ____SBE ____ None of the above If your company has been certified with any of the agencies affiliated with the designations above, indicate which agency, the effective and expiration date of that certification below: Agency Certifying: _______________ Effective Date: _______ Expiration Date: _______ Identify outreach efforts that were employed by the firm to maximize inclusion of MWSBEs to be submitted with the firm’s proposal (attach additional sheets if needed): ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ Identify outreach efforts that will be employed by the firm to maximize inclusion during the contract period of the Project (attach additional sheets if needed): ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ [Form continues on next page] 46 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 List below all MWSBEs that you intend to subcontract to while performing the Services: Subcontractor Name Description of work or materials Indicate either “M”, “S”, and/or “W” City Vendor # Total MBE Utilization % Total WBE Utilization % Total SBE Utilization % Total MWSBE Utilization % Representative (signed): ________________________________________________________ _______________ _____________________________ Date Representative Name 47 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 REQUIRED FORM 6 – COMPANY’S BACKGROUND RESPONSE RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES Companies shall complete and submit the form below as part of their response to this RFP. Additional pages may be attached as needed to present the information requested. Question Response Company’s legal name Company Location (indicate corporate headquarters and location that will be providing the Services). How many years has your company been in business? How long has your company been providing the Products and Services as described in Section 4? How many public sector (cities or counties) clients does your company have? How many are using the Services? Identify by name some of the clients similar to City (e.g., similar in size, complexity, location, type of organization). List any projects or services terminated by a government entity. Please disclose the government entity that terminated and explain the reason for the termination. List any litigation that your company has been involved with during the past two (2) years for Services similar to those in this RFP. Provide an overview and history of your company. If your company is a subsidiary, identify the number of employees in your company or division and the revenues of proposing company or division. Identify the percentage of revenue used for research and/or development by the proposing company or division. Identify any certifications held by your company if you are implementing or reselling another company's products or services. Include how long the partnership or certification has been effect. Describe your company’s complete corporate structure, including any parent companies, subsidiaries, affiliates and other related entities. Describe the ownership structure of your company, including any significant or controlling equity holders. 48 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 Provide a management organization chart of your company’s overall organization, including director and officer positions and names and the reporting structure. Describe the key individuals along with their qualifications, professional certifications and experience that would comprise your company’s team for providing the Services. If the Proposal will be from a team composed of more than one (1) company or if any subcontractor will provide more than fifteen percent (15%) of the Services, please describe the relationship, to include the form of partnership, each team member’s role, and the experience each company will bring to the relationship that qualifies it to fulfill its role. Provide descriptions and references for the projects on which team members have previously collaborated. Explain how your organization ensures that personnel performing the Services are qualified and proficient. Provide information regarding the level of staffing at your organization’s facilities that will be providing the Services, as well as the level of staffing at subcontractors’ facilities, if known or applicable. If your company has been the subject of a dispute or strike by organized labor within the last five (5) years, please describe the circumstances and the resolution of the dispute. Describe your security procedures to include physical plant, electronic data, hard copy information, and employee security. Explain your point of accountability for all components of the security process. Describe the results of any third party security audits in the last five (5) years. Provide the names and addresses of each certified installer/subcontractor by geographical area. 49 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 REQUIRED FORM 7 – REFERENCES RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES Companies shall complete the form below. The City’s preference is for references from organizations of similar size or where the Company is performing similar services to those described herein. If such references are not available, individuals or companies that can speak to the Company’s performance are adequate. Please do not list the City of Charlotte. Reference 1 Company Name: Contact Name: Phone Number: Reference 2 Company Name: Contact Name: Phone Number: Reference 3 Company Name: Contact Name: Phone Number: Reference 4 Company Name: Contact Name: Phone Number: Reference 5 Company Name: Contact Name: Phone Number: 50 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 REQUIRED FORM 8 – CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES The bidder, contractor, or subcontractor, as appropriate, certifies to the best of its knowledge and belief that neither it nor any of its officers, directors, or managers who will be working under the Contract, or persons or entities holding a greater than 10% equity interest in it (collectively “Principals”): 1. Are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any or state department or agency in the United States; 2. Have within a three-year period preceding this proposal 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 anti-trust or procurement statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 3. Are presently indicted for 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 4. Have within a three-year period preceding this application/proposal had one or more public transactions (federal, state or local) terminated for cause or default. I understand that a false statement on this certification may be grounds for rejection of this proposal or termination of the award or in some instances, criminal prosecution. I hereby certify as stated above: (Print Name) Signature Title Date I am unable to certify to one or more the above statements. Attached is my explanation. [Check box if applicable] (Print Name) Signature Title Date 51 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 REQUIRED FORM 9 – BYRD ANTI-LOBBYING CERTIFICATION RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES The undersigned certifies, to the best of his or her knowledge and belief, that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of and Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form—LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96)]. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including all subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction by 31 U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. ___________________________________ (the “Company”) certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Company understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. (Print Name) Company Name Authorized Signature Address Date City/State/Zip 52 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 REQUIRED FORM 10 – ENVIRONMENTAL PURCHASING RESPONSES RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES Companies shall complete and submit the form below regarding the products or supplies required to perform the Services. Question Response Recycled Content. Products must contain a certain percentage of recycled content. Please include the amount of recycled content, both pre- and post-consumer, included in your product. Recyclability. Please include the types of materials included in your product, and if they are considered recyclable in typical municipal recycling streams. Biodegradability. Products must be capable of decomposing under natural conditions. Please state whether each Product offered in your proposal is biodegradable. Compostability. Products must be capable of composting at a commercial composting facility. Please state whether each product offered in your proposal is compostable. Energy Consumption. Please include the total amount of energy consumed for product or service manufacture, use and disposal. Different sources of energy are associated with different environmental impacts. Energy Efficiency. Products must meet or exceed the Department of Energy (DOE) and Environmental Protection Agency criteria for use of the ENERGY STAR trademark label; or is in the upper 25% of efficiency for all similar products as designated by the U.S. Department of Energy’s Federal Energy Management Program. Water Efficiency. Eligible products must meet or exceed the Environmental Protection Agency’s WaterSense program, or be water-efficient or low-flow fixtures. Low VOCs. 53 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 Products should contain low or no volatile organic compounds (VOCs). Please indicate any VOC content in each applicable product offered in your proposal. Reduced Packaging. Please include any efforts made to reduce the packaging of the products included in this proposal. Pollution Prevention. Please state your company’s policy on source reduction. The Pollution Prevention Act defines source reduction to mean any practice that: (1) Reduces the amount of any hazardous substance, pollutant or contaminant entering any waste stream or otherwise released into the environment (including fugitive emissions) prior to recycling, treatment or disposal, and (2) Reduces the hazards to public health and the environment associated with the release of such substances, pollutants or contaminants. The term includes: equipment or technology modifications, process or procedure modifications, reformulation or redesign of products, substitution of raw materials, and improvements in housekeeping, maintenance, training or inventory control. Life Cycle Management. Please state how many times your product may be reused. (Since reusable products generally require more upfront costs than disposable products, they are often subjected to a cost/benefit analysis in order to determine the life cycle cost). End of Life Management. Will the manufacturer or designee accept the product back at the end-of-life? (who pays for the transportation of the product may be situation-specific). 54 Section 8 OMNIA Partners Requirements – Attachment A FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 OMNIA PARTNERS REQUIREMENTS - ATTACHMENT A Requirements for National Cooperative Contract To be Administered by OMNIA Partners The following documents are used in evaluating and administering national cooperative contracts and are included for Supplier’s review and response. OMNIA Partners Exhibit A – RESPONSE FOR NATIONAL COOPERATIVE CONTRACT OMNIA Partners Exhibit B – ADMINISTRATION AGREEMENT, EXAMPLE OMNIA Partners Exhibit C – MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT, EXAMPLE OMNIA Partners Exhibit D – PRINCIPAL PROCUREMENT AGENCY CERTIFICATE, EXAMPLE OMNIA Partners Exhibit E – CONTRACT SALES REPORTING TEMPLATE OMNIA Partners Exhibit F – FEDERAL FUNDS CERTIFICATIONS OMNIA Partners Exhibit G – NEW JERSEY BUSINESS COMPLIANCE OMNIA Partners Exhibit H –ADVERTISING COMPLIANCE REQUIREMENT 55 Section 8 OMNIA Partners Requirements – Exhibit A FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 OMNIA PARTNERS EXHIBITS EXHIBIT A – RESPONSE FOR NATIONAL COOPERATIVE CONTRACT 1.0 Scope of National Cooperative Contract Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master Agreement or in the Administration Agreement between Supplier and OMNIA Partners. 1.1 Requirement The City of Charlotte (hereinafter defined and referred to as “Principal Procurement Agency”), on behalf of itself and the National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector (“OMNIA Partners”), is requesting proposals for Furniture, Installation and Related Products and Services. The intent of this Request for Proposal is any contract between Principal Procurement Agency and Company resulting from this Request for Proposal (“Master Agreement”) be made available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through OMNIA Partners’ cooperative purchasing program. The Principal Procurement Agency has executed a Principal Procurement Agency Certificate with OMNIA Partners, an example of which is included as Exhibit D, and has agreed to pursue the Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners as a Participating Public Agency in OMNIA Partners’ cooperative purchasing program. Registration with OMNIA Partners as a Participating Public Agency is accomplished by Public Agencies entering into a Master Intergovernmental Cooperative Purchasing Agreement, an example of which is attached as Exhibit C. The terms and pricing established in the resulting Master Agreement between the Company and the Principal Procurement Agency will be the same as that available to Participating Public Agencies through OMNIA Partners. All transactions, purchase orders, invoices, payments etc., will occur directly between the Company and each Participating Public Agency individually, and neither OMNIA Partners, any Principal Procurement Agency nor any Participating Public Agency, including their respective agents, directors, employees or representatives, shall be liable to Company for any acts, liabilities, damages, etc., incurred by any other Participating Public Agency. Supplier is responsible for knowing the tax laws in each state. This Exhibit A defines the expectations for qualifying Companies based on OMNIA Partners’ requirements to market the resulting Master Agreement nationally to Public Agencies. Each section in this Exhibit A refers to the capabilities, requirements, obligations, and prohibitions of competing Companies on a national level in order to serve Participating Public Agencies through OMNIA Partners. These requirements are incorporated into and are considered an integral part of this RFP. OMNIA Partners reserves the right to determine whether or not to make the Master Agreement awarded by the Principal Procurement Agency available to Participating Public Agencies, in its sole and absolute discretion, and any party submitting a response to this RFP acknowledges that any award by the Principal Procurement Agency does not obligate OMNIA Partners to make the Master Agreement available to Participating Procurement Agencies. 56 Section 8 OMNIA Partners Requirements – Exhibit A FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 1.2 Marketing, Sales and Administrative Support During the term of the Master Agreement OMNIA Partners intends to provide marketing, sales and administrative support for Company pursuant to this section that directly promotes the Company’s products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. The OMNIA Partners marketing team will work in conjunction with Company to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through channels that may include: A. Marketing collateral (print, electronic, email, presentations) B. Website C. Trade shows/conferences/meetings D. Advertising E. Social Media The OMNIA Partners sales teams will work in conjunction with Company to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through initiatives that may include: A. Individual sales calls B. Joint sales calls C. Communications/customer service D. Training sessions for Public Agency teams E. Training sessions for Company teams The OMNIA Partners contracting teams will work in conjunction with Company to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through: A. Serving as the subject matter expert for questions regarding joint powers authority and state statutes and regulations for cooperative purchasing B. Training sessions for Public Agency teams C. Training sessions for Company teams D. Regular business reviews to monitor program success E. General contract administration Companies are required to pay an administrative fee of three percent (3%) of the greater of the Contract Sales under the Master Agreement and Guaranteed Contract Sales under this Request for Proposal. Company will be required to execute the OMNIA Partners Administration Agreement (Exhibit B). 1.3 Estimated Volume The dollar volume purchased under the Master Agreement is estimated to be approximately $300M annually. While no minimum volume is guaranteed to Company, the estimated annual volume is projected based on the current annual volumes among the Principal Procurement Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between Company and OMNIA Partners. 57 Section 8 OMNIA Partners Requirements – Exhibit A FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 1.4 Award Basis The basis of any contract award resulting from this RFP made by Principal Procurement Agency will, at OMNIA Partners option, be the basis of award on a national level through OMNIA Partners. If multiple Companies are awarded by Principal Procurement Agency under the Master Agreement, those same Companies will be required to extend the Master Agreement to Participating Public Agencies through OMNIA Partners. Utilization of the Master Agreement by Participating Public Agencies will be at the discretion of the individual Participating Public Agency. Certain terms of the Master Agreement specifically applicable to the Principal Procurement Agency are subject to modification for each Participating Public Agency as Company, such Participating Public Agency and OMNIA Partners shall agree. Participating Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (i.e. invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underutilized business, governing law, etc.). It shall be the responsibility of the Company to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the Participating Agency. It shall further be the responsibility of the Company to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of this contract and adjust wage rates accordingly. Any supplemental agreement developed as a result of the Master Agreement is exclusively between the Participating Agency and the Company (Contract Sales are reported to OMNIA Partners). All purchase orders issued and accepted by the Company may survive expiration or termination of the Master Agreement. Participating Agencies’ purchase orders may exceed the term of the Contract if the purchase order is issued prior to the expiration of the Contract. Company is responsible for reporting all sales and paying the applicable administrative fee for sales that use the Master Agreement as the basis for the purchase order, even though Master Agreement may have expired. 1.5 Objectives of Cooperative Program This RFP is intended to achieve the following objectives regarding availability through OMNIA Partners’ cooperative program: A. Provide a comprehensive competitively solicited and awarded national agreement offering the Products covered by this solicitation to Participating Public Agencies; B. Establish the Master Agreement as the Company’s primary go to market strategy to Public Agencies nationwide; C. Achieve cost savings for Company and Public Agencies through a single solicitation process that will reduce the Company’s need to respond to multiple solicitations and Public Agencies need to conduct their own solicitation process; D. Combine the aggregate purchasing volumes of Participating Public Agencies to achieve cost effective pricing. 58 Section 8 OMNIA Partners Requirements – Exhibit A FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 2.0 REPRESENTATIONS AND COVENANTS As a condition to Company entering into the Master Agreement, which would be available to all Public Agencies, Company must make certain representations, warranties and covenants to both the Principal Procurement Agency and OMNIA Partners designed to ensure the success of the Master Agreement for all Participating Public Agencies as well as the Company. 2.1 Corporate Commitment Company commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Company’s executive management, (2) the Master Agreement is Company's primary “go to market” strategy for Public Agencies, (3) the Master Agreement will be promoted to all Public Agencies, including any existing customers, and Company will transition existing customers, upon their request, to the Master Agreement, and (4) that the Company has read and agrees to the terms and conditions of the Administration Agreement with OMNIA Partners and will execute such agreement concurrent with and as a condition of its execution of the Master Agreement with the Principal Procurement Agency. Company will identify an executive corporate sponsor and a separate national account manager within the RFP response that will be responsible for the overall management of the Master Agreement. 2.2 Pricing Commitment Company commits the not-to-exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, the Company will match such lower pricing to that Participating Public Agency under the Master Agreement. 2.3 Sales Commitment Company commits to aggressively market the Master Agreement as its go to market strategy in this defined sector and that its sales force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through OMNIA Partners nationwide. Company commits that all Master Agreement sales will be accurately and timely reported to OMNIA Partners in accordance with the OMNIA Partners Administration Agreement. Company also commits its sales force will be compensated, including sales incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Company were not awarded the Master Agreement. 3.0 COMPANY RESPONSE Company must supply the following information in order for the Principal Procurement Agency to determine Company’s qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners. 3.1 Company A. Brief history and description of Company. B. Total number and location of sales persons employed by Company. C. Number and location of support centers (if applicable) and location of corporate office. D. Annual sales for the three previous fiscal years. E. Submit FEIN and Dunn & Bradstreet report. F. Describe any green or environmental initiatives or policies. G. Describe any diversity programs or partners Company does business with and how Participating Agencies may use diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity program. 59 Section 8 OMNIA Partners Requirements – Exhibit A FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 H. Describe any historically underutilized business certifications Company holds and the certifying agency. This may include business enterprises such as minority and women owned, small or disadvantaged, disable veterans, etc. I. Describe how Company differentiates itself from its competitors. J. Describe any present or past litigation, bankruptcy or reorganization involving Company. K. Felony Conviction Notice: Indicate if the Company a. is a publicly held corporation and this reporting requirement is not applicable; b. is not owned or operated by anyone who has been convicted of a felony; or c. is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions. L. Describe any debarment or suspension actions taken against Company. 3.2 Distribution, Logistics A. Describe the full line of Products and Services offered by Company. B. Describe how Company proposes to distribute the Products/Services nationwide. Include any states where Products and Services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas. C. Identify all other companies that will be involved in processing, handling or shipping the Products/Services to the end user. D. Provide the number, size and location of Company’s distribution facilities, warehouses and retail network as applicable. 3.3 Marketing and Sales A. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as Company’s primary go to market strategy for Public Agencies to Company’s teams nationwide, to include, but not limited to: i. Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days. ii. Training and education of Company’s national sales force with participation from the Company’s executive leadership, along with the OMNIA Partners team within first 90 days. B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Company, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to: i. Creation and distribution of a co-branded press release to trade publications. ii. Announcement, contract details and contact information published on the Supplier’s website within first 90 days. iii. Design, publication and distribution of co-branded marketing materials within first 90 days. iv. Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and Company-specific trade shows, conferences and meetings throughout the term of the Master Agreement. v. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Company. In addition, Company commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners. vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement. 60 Section 8 OMNIA Partners Requirements – Exhibit A FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.). viii. Dedicated OMNIA Partners internet web-based homepage on Company’s website with:  OMNIA Partners standard logo;  Copy of original Request for Proposal;  Copy of contract and amendments between Principal Procurement Agency and Company;  Summary of Products and pricing;  Marketing Materials;  Electronic link to OMNIA Partners’ website including the online registration page; and  A dedicated toll-free number and email address for OMNIA Partners. C. Describe how Company will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners. Include a list of current cooperative contracts (regional and national) Company holds and describe how the Master Agreement will be positioned among the other cooperative agreements. D. Acknowledge Company agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well. E. Confirm Company will be proactive in direct sales of Company’s Products and Services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Company’s sales initiatives should communicate: i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency; ii. Best government pricing; iii. No cost to participate; and iv. Non-exclusive contract. F. Confirm Company will train its national sales force on the Master Agreement. At a minimum, sales training should include: i. Key features of Master Agreement; ii. Working knowledge of the solicitation process; iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners; and iv. Knowledge of benefits of the use of cooperative contracts. G. Provide the name, title, email and phone number for the person(s), who will be responsible for: i. Executive Support; ii. Marketing; iii. Sales; iv. Sales Support; v. Financial Reporting; vi. Accounts Payable; and vii. Contracts. H. Describe in detail how Company’s national sales force is structured, including contact information for the highest-level executive in charge of the sales team. I. Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the national program. J. Explain in detail how Company will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales 61 Section 8 OMNIA Partners Requirements – Exhibit A FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 efforts, timely new Participating Public Agency account set-up, timely contract administration, etc. K. State the amount of Company’s Public Agency sales for the previous fiscal year. Provide a list of Company’s top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each. L. Describe Company’s information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions. M. Provide the Contract Sales (as defined in Section 10 of the National Intergovernmental Purchasing Alliance Company Administration Agreement) that Company will guarantee each year under the Master Agreement for the initial three years of the Master Agreement (“Guaranteed Contract Sales”). $_______.00 in year one $_______.00 in year two $_______.00 in year three To the extent Company guarantees minimum Contract Sales, the administration fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales. N. Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement. i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners). ii. If competitive conditions require pricing lower than the standard Master Agreement not-to-exceed pricing, Company may respond with lower pricing through the Master Agreement. If Company is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners under the Master Agreement. iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to OMNIA Partners). iv. If alternative or multiple proposals are permitted, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal. Detail Company’s strategies under these options when responding to a solicitation. 62 Section 8 OMNIA Partners Requirements – Exhibit B FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 OMNIA PARTNERS EXHIBITS EXHIBIT B – ADMINISTRATION AGREEMENT, EXAMPLE ADMINISTRATION AGREEMENT THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made this ___ day of ______ 20___, between National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector (“OMNIA Partners, Public Sector”), and ________________ (“Supplier”). RECITALS WHEREAS, the ___________________ (the “Principal Procurement Agency”) has entered into a Master Agreement effective _________________, Agreement No_______, by and between the Principal Procurement Agency and Supplier, (as may be amended from time to time in accordance with the terms thereof, the “Master Agreement”), as attached hereto as Exhibit A and incorporated herein by reference as though fully set forth herein, for the purchase of ____________________________ (the “Product”); WHEREAS, said Master Agreement provides that any or all public agencies, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (collectively, “Public Agencies”), that register (either via registration on the OMNIA Partners, Public Sector website or execution of a Master Intergovernmental Cooperative Purchasing Agreement, attached hereto as Exhibit B) (each, hereinafter referred to as a “Participating Public Agency”) may purchase Product at prices stated in the Master Agreement; WHEREAS, Participating Public Agencies may access the Master Agreement which is offered through OMNIA Partners, Public Sector to Public Agencies; WHEREAS, OMNIA Partners, Public Sector serves as the contract administrator of the Master Agreement on behalf of Principal Procurement Agency; WHEREAS, Principal Procurement Agency desires OMNIA Partners, Public Sector to proceed with administration of the Master Agreement; and WHEREAS, OMNIA Partners, Public Sector and Supplier desire to enter into this Agreement to make available the Master Agreement to Participating Public Agencies and to set forth certain terms and conditions governing the relationship between OMNIA Partners, Public Sector and Supplier. NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, OMNIA Partners, Public Sector and Supplier hereby agree as follows: 63 Section 8 OMNIA Partners Requirements – Exhibit B FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DEFINITIONS 1. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Master Agreement. TERMS AND CONDITIONS 2. The Master Agreement and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. Supplier acknowledges and agrees that the covenants and agreements of Supplier set forth in the solicitation and Supplier’s response thereto resulting in the Master Agreement are incorporated herein and are an integral part hereof. 3. OMNIA Partners, Public Sector shall be afforded all of the rights, privileges and indemnifications afforded to Principal Procurement Agency by or from Supplier under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to OMNIA Partners, Public Sector, its agents, employees, directors, and representatives under this Agreement including, but not limited to, Supplier’s obligation to obtain appropriate insurance. 4. OMNIA Partners, Public Sector shall perform all of its duties, responsibilities and obligations as contract administrator of the Master Agreement on behalf of Principal Procurement Agency as set forth herein, and Supplier hereby acknowledges and agrees that all duties, responsibilities and obligations will be undertaken by OMNIA Partners, Public Sector solely in its capacity as the contract administrator under the Master Agreement. 5. With respect to any purchases by Principal Procurement Agency or any Participating Public Agency pursuant to the Master Agreement, OMNIA Partners, Public Sector shall not be: (i) construed as a dealer, re-marketer, representative, partner or agent of any type of the Supplier, Principal Procurement Agency or any Participating Public Agency; (ii) obligated, liable or responsible for any order for Product made by Principal Procurement Agency or any Participating Public Agency or any employee thereof under the Master Agreement or for any payment required to be made with respect to such order for Product; and (iii) obligated, liable or responsible for any failure by Principal Procurement Agency or any Participating Public Agency to comply with procedures or requirements of applicable law or the Master Agreement or to obtain the due authorization and approval necessary to purchase under the Master Agreement. OMNIA Partners, Public Sector makes no representation or guaranty with respect to any minimum purchases by Principal Procurement Agency or any Participating Public Agency or any employee thereof under this Agreement or the Master Agreement. 6. OMNIA Partners, Public Sector shall not be responsible for Supplier’s performance under the Master Agreement, and Supplier shall hold OMNIA Partners, Public Sector harmless from any liability that may arise from the acts or omissions of Supplier in connection with the Master Agreement. 7. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OMNIA PARTNERS, PUBLIC SECTOR EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING OMNIA PARTNERS, PUBLIC SECTOR’ PERFORMANCE AS A CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT. OMNIA PARTNERS, PUBLIC SECTOR SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF OMNIA PARTNERS, PUBLIC SECTOR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 64 Section 8 OMNIA Partners Requirements – Exhibit B FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 TERM OF AGREEMENT; TERMINATION 8. This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the provisions of Sections 3 – 8 and 12 – 23, hereof and the indemnifications afforded by the Supplier to OMNIA Partners, Public Sector in the Master Agreement, to the extent such provisions survive any expiration or termination of the Master Agreement, shall survive the expiration or termination of this Agreement. 9. Supplier’s failure to maintain its covenants and commitments contained in this Agreement or any action of the Supplier which gives rise to a right by Principal Procurement Agency to terminate the Master Agreement shall constitute a material breach of this Agreement. If such breach is not cured within thirty (30) days of written notice to Supplier, in addition to any and all remedies available at law or equity, OMNIA Partners, Public Sector shall have the right to terminate this Agreement, at OMNIA Partners, Public Sector’ sole discretion. Notwithstanding anything contained herein to the contrary, this Agreement shall terminate on the date of the termination or expiration of the Master Agreement. NATIONAL PROMOTION 10. OMNIA Partners, Public Sector and Supplier shall publicize and promote the availability of the Master Agreement’s products and services to Public Agencies and such agencies’ employees. Supplier shall require each Public Agency to register its participation in the OMNIA Partners, Public Sector program by either registering on the OMNIA Partners, Public Sector website (www.omniapartners.com/publicsector), or executing a Master Intergovernmental Cooperative Purchasing Agreement prior to processing the Participating Public Agency’s first sales order. Upon request, Supplier shall make available to interested Public Agencies a copy of the Master Agreement and such price lists or quotes as may be necessary for such Public Agencies to evaluate potential purchases. 11. Supplier shall provide such marketing and administrative support as set forth in the solicitation resulting in the Master Agreement, including assisting in development of marketing materials as reasonably requested by Principal Procurement Agency and OMNIA Partners, Public Sector. Supplier shall be responsible for obtaining permission or license of use and payment of any license fees for all content and images Supplier provides to OMNIA Partners, Public Sector or posts on the OMNIA Partners, Public Sector website. Supplier shall indemnify, defend and hold harmless OMNIA Partners, Public Sector for use of all such content and images including copyright infringement claims. Supplier and OMNIA Partners, Public Sector each hereby grant to the other party a limited, revocable, non-transferable, non-sublicensable right to use such party’s logo (each, the “Logo”) solely for use in marketing the Master Agreement. Each party shall provide the other party with the standard terms of use of such party’s Logo, and such party shall comply with such terms in all material respects. Both parties shall obtain approval from the other party prior to use of such party’s Logo. Notwithstanding the foregoing, the parties understand and agree that except as provided herein neither party shall have any right, title or interest in the other party’s Logo. Upon termination of this Agreement, each party shall immediately cease use of the other party’s Logo. ADMINISTRATIVE FEE, REPORTING & PAYMENT 12. An “Administrative Fee” shall be defined and due to OMNIA Partners, Public Sector from Supplier in the amount of three percent (3%) (“Administrative Fee Percentage”) multiplied by the total purchase amount paid to Supplier, less refunds, credits on returns, rebates and discounts, for the sale of products and/or services to Principal Procurement Agency and Participating Public Agencies pursuant to the Master Agreement (as amended from time to time and including any renewal thereof) (“Contract Sales”). From time to time the parties may mutually agree in writing to a lower Administrative Fee Percentage for a specifically identified Participating Public Agency’s Contract Sales. 65 Section 8 OMNIA Partners Requirements – Exhibit B FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 13. Supplier shall provide OMNIA Partners, Public Sector with an electronic accounting report monthly, in the format prescribed by OMNIA Partners, Public Sector, summarizing all Contract Sales for each calendar month. The Contract Sales reporting format is provided as Exhibit C (“Contract Sales Report”), attached hereto and incorporated herein by reference. Contract Sales Reports for each calendar month shall be provided by Supplier to OMNIA Partners, Public Sector by the 10th day of the following month. Failure to provide a Contract Sales Report within the time and manner specified herein shall constitute a material breach of 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 Principal Procurement Agency’s sole discretion, and/or this Agreement, at OMNIA Partners, Public Sector’ sole discretion. 14. Administrative Fee payments are to be paid by Supplier to OMNIA Partners, Public Sector at the frequency and on the due date stated in Section 13, above, for Supplier’s submission of corresponding Contract Sales Reports. Administrative Fee payments are to be made via Automated Clearing House (ACH) to the OMNIA Partners, Public Sector designated financial institution identified in Exhibit D. Failure to provide a payment of the Administrative Fee within the time and manner specified herein shall constitute a material breach of 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 Principal Procurement Agency’s sole discretion, and/or this Agreement, at OMNIA Partners, Public Sector’ sole discretion. All Administrative Fees not paid when due shall bear interest at a rate equal to the lesser of one and one-half percent (1 1/2%) per month or the maximum rate permitted by law until paid in full. 15. Supplier shall maintain an accounting of all purchases made by Participating Public Agencies under the Master Agreement. OMNIA Partners, Public Sector, or its designee, in OMNIA Partners, Public Sector’ sole discretion, reserves the right to compare Participating Public Agency records with Contract Sales Reports submitted by Supplier for a period of four (4) years from the date OMNIA Partners, Public Sector receives such report. In addition, OMNIA Partners, Public Sector may engage a third party to conduct an independent audit of Supplier’s monthly reports. In the event of such an audit, Supplier shall provide all materials reasonably requested relating to such audit by OMNIA Partners, Public Sector at the location designated by OMNIA Partners, Public Sector. In the event an underreporting of Contract Sales and a resulting underpayment of Administrative Fees is revealed, OMNIA Partners, Public Sector will notify the Supplier in writing. Supplier will have thirty (30) days from the date of such notice to resolve the discrepancy to OMNIA Partners, Public Sector’ reasonable satisfaction, including payment of any Administrative Fees due and owing, together with interest thereon in accordance with Section 13, and reimbursement of OMNIA Partners, Public Sector’ costs and expenses related to such audit. GENERAL PROVISIONS 16. This Agreement, the Master Agreement and the exhibits referenced herein supersede any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereto and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained or incorporated herein shall be valid or binding. In the event of any conflict between the provisions of this Agreement and the Master Agreement, as between OMNIA Partners, Public Sector and Supplier, the provisions of this Agreement shall prevail. 17. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement or to recover any Administrative Fee and accrued interest, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which it may be entitled. 18. This Agreement and OMNIA Partners, Public Sector’ rights and obligations hereunder may be assigned at OMNIA Partners, Public Sector’ sole discretion to an affiliate of OMNIA Partners, Public Sector, any purchaser of any or all or substantially all of the assets of OMNIA Partners, Public Sector, or the successor entity as a result of a merger, reorganization, consolidation, conversion or change of control, whether 66 Section 8 OMNIA Partners Requirements – Exhibit B FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 by operation of law or otherwise. Supplier may not assign its obligations hereunder without the prior written consent of OMNIA Partners, Public Sector. 19. All written communications given hereunder shall be delivered by first-class mail, postage prepaid, or overnight delivery on receipt to the addresses as set forth below. A. OMNIA Partners, Public Sector: OMNIA Partners, Public Sector Attn: President 840 Crescent Centre Drive Suite 600 Franklin, TN 37067 B. Supplier: ____________________ ____________________ ____________________ ____________________ 20. If any provision of this Agreement shall be deemed to be, or shall in fact 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, and this Agreement will be construed by limiting or invalidating such provision to the minimum extent necessary to make such provision valid, legal and enforceable. 21. This Agreement may not be amended, changed, modified, or altered without the prior written consent of the parties hereto, and no provision of this Agreement may be discharged or waived, except by a writing signed by the parties. A waiver of any particular provision will not be deemed a waiver of any other provision, nor will a waiver given on one occasion be deemed to apply to any other occasion. 22. This Agreement shall inure to the benefit of and shall be binding upon OMNIA Partners, Public Sector, the Supplier and any respective successor and assign thereto; subject, however, to the limitations contained herein. 23. This Agreement will be construed under and governed by the laws of the State of Delaware, excluding its conflicts of law provisions and any action arising out of or related to this Agreement shall be commenced solely and exclusively in the state or federal courts in Williamson County Tennessee. 24. This Agreement may be executed in counterparts, each of which is an original but all of which, together, shall constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile, or by .pdf or similar electronic transmission, will constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile, or by .pdf or similar electronic transmission, will be deemed to be their original signatures for any purpose whatsoever. 67 Section 8 OMNIA Partners Requirements – Exhibit B FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 [INSERT SUPPLIER ENTITY NAME] OMNIA PARTNERS, PUBLIC SECTOR Signature Signature Sarah Vavra Name Name Sr. Vice President, Public Sector Contracting Title Title Date Date 68 Section 8 OMNIA Partners Requirements – Exhibit C FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 OMNIA PARTNERS EXHIBITS EXHIBIT C - MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT This Master Intergovernmental Cooperative Purchasing Agreement (this “Agreement”) is entered into by and between those certain government agencies that execute a Principal Procurement Agency Certificate (“Principal Procurement Agencies”) with National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector and/or Communities Program Management, LLC, a California limited liability company d/b/a U.S. Communities (collectively, “OMNIA Partners, Public Sector”) to be appended and made a part hereof and such other public agencies (“Participating Public Agencies”) who register to participate in the cooperative purchasing programs administered by OMNIA Partners, Public Sector and its affiliates and subsidiaries (collectively, the “OMNIA Partners Parties”) by either registering on the OMNIA Partners, Public Sector website (www.omniapartners.com/publicsector or any successor website), or by executing a copy of this Agreement. RECITALS WHEREAS, after a competitive solicitation and selection process by Principal Procurement Agencies, in compliance with their own policies, procedures, rules and regulations, a number of suppliers have entered into “Master Agreements” (herein so called) to provide a variety of goods, products and services (“Products”) to the applicable Principal Procurement Agency and the Participating Public Agencies; WHEREAS, Master Agreements are made available by Principal Procurement Agencies through the OMNIA Partners Parties and provide that Participating Public Agencies may purchase Products on the same terms, conditions and pricing as the Principal Procurement Agency, subject to any applicable federal and/or local purchasing ordinances and the laws of the State of purchase; and WHEREAS, in addition to Master Agreements, the OMNIA Partners Parties may from time to time offer Participating Public Agencies the opportunity to acquire Products through other group purchasing agreements. NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and of the mutual benefits to result, the parties hereby agree as follows: 1. Each party will facilitate the cooperative procurement of Products. 2. The Participating Public Agencies shall procure Products in accordance with and subject to the relevant federal, state and local statutes, ordinances, rules and regulations that govern Participating Public Agency’s procurement practices. The Participating Public Agencies hereby acknowledge and agree that it is the intent of the parties that all provisions of this Agreement and that Principal Procurement Agencies’ participation in the program described herein comply with all applicable laws, including but not limited to the requirements of 42 C.F.R. § 1001.952(h), as may be amended from time to time. The Participating Public Agencies further acknowledge and agree that they are solely responsible for their compliance with all applicable “safe harbor” regulations, including but not limited to any and all obligations to fully and accurately report discounts and incentives. 3. The Participating Public Agency represents and warrants that the Participating Public Agency is not a hospital or other healthcare provider and is not purchasing Products on behalf of a hospital or healthcare provider. 4. The cooperative use of Master Agreements shall be in accordance with the terms and conditions of the Master Agreements, except as modification of those terms and conditions is otherwise required by applicable federal, state or local law, policies or procedures. 69 Section 8 OMNIA Partners Requirements – Exhibit C FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 5. The Principal Procurement Agencies will make available, upon reasonable request, Master Agreement information which may assist in improving the procurement of Products by the Participating Public Agencies. 6. The Participating Public Agency agrees the OMNIA Partners Parties may provide access to group purchasing organization (“GPO”) agreements directly or indirectly by enrolling the Participating Public Agency in another GPO’s purchasing program, including but not limited to Vizient Source, LLC, Provista, Inc. and other OMNIA Partners, Public Sector affiliates and subsidiaries; provided the purchase of Products through the OMNIA Partners Parties or any other GPO shall be at the Participating Public Agency’s sole discretion. 7. The Participating Public Agencies (each a “Procuring Party”) that procure Products through any Master Agreement or GPO Product supply agreement (each a “GPO Contract”) will make timely payments to the distributor, manufacturer or other vendor (collectively, “Supplier”) for Products received in accordance with the terms and conditions of the Master Agreement or GPO Contract, as applicable. Payment for Products and inspections and acceptance of Products ordered by the Procuring Party shall be the exclusive obligation of such Procuring Party. Disputes between Procuring Party and any Supplier shall be resolved in accordance with the law and venue rules of the State of purchase unless otherwise agreed to by the Procuring Party and Supplier. 8. The Procuring Party shall not use this Agreement as a method for obtaining additional concessions or reduced prices for purchase of similar products or services outside of the Master Agreement. Master Agreements may be structured with not-to-exceed pricing, in which cases the Supplier may offer the Procuring Party and the Procuring Party may accept lower pricing or additional concessions for purchase of Products through a Master Agreement. 9. The Procuring Party shall be responsible for the ordering of Products under this Agreement. A non-procuring party shall not be liable in any fashion for any violation by a Procuring Party, and, to the extent permitted by applicable law, the Procuring Party shall hold non-procuring party harmless from any liability that may arise from the acts or omissions of the Procuring Party. 10. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE OMNIA PARTNERS PARTIES EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING ANY PRODUCT, MASTER AGREEMENT AND GPO CONTRACT. THE OMNIA PARTNERS PARTIES SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF THE OMNIA PARTNERS PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE PROCURING PARTY ACKNOWLEDGES AND AGREES THAT THE OMNIA PARTNERS PARTIES SHALL HAVE NO LIABILITY FOR ANY ACT OR OMISSION BY A SUPPLIER OR OTHER PARTY UNDER A MASTER AGREEMENT OR GPO CONTRACT. 11. This Agreement shall remain in effect until termination by either party giving thirty (30) days’ written notice to the other party. The provisions of Paragraphs 6 - 10 hereof shall survive any such termination. 12. This Agreement shall take effect upon (i) execution of the Principal Procurement Agency Certificate, or (ii) registration on the OMNIA Partners, Public Sector website or the execution of this Agreement by a Participating Public Agency, as applicable. 70 Section 8 OMNIA Partners Requirements – Exhibit C FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 OMNIA PARTNERS, PUBLIC SECTOR Authorized Signature Signature Sarah E. Vavra Name Name Sr. Vice President, Public Sector Contracting Title and Agency Name Title Date Date 71 Section 8 OMNIA Partners Requirements – Exhibit D FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 OMNIA PARTNERS EXHIBITS EXHIBIT D - PRINCIPAL PROCUREMENT AGENCY CERTIFICATE In its capacity as a Principal Procurement Agency (as defined below) for National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector (“OMNIA Partners, Public Sector”), City of Charlotte agrees to pursue Master Agreements for Products as specified in the attached Exhibits to this Principal Procurement Agency Certificate. I hereby acknowledge, in my capacity as _____________ of and on behalf of City of Charlotte (“Principal Procurement Agency”), that I have read and hereby agree to the general terms and conditions set forth in the attached Master Intergovernmental Cooperative Purchasing Agreement regulating the use of the Master Agreements and purchase of Products that from time to time are made available by Principal Procurement Agencies to Participating Public Agencies nationwide through OMNIA Partners, Public Sector. I understand that the purchase of one or more Products under the provisions of the Master Intergovernmental Cooperative Purchasing Agreement is at the sole and complete discretion of the Participating Public Agency. Authorized Signature, [PRINCIPAL PROCUREMENT AGENCY] Signature Name Title Date 72 Section 8 OMNIA Partners Requirements – Exhibit E FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 OMNIA PARTNERS EXHIBITS EXHIBIT E - OMNIA PARTNERS CONTRACT SALES REPORTING TEMPLATE Supplier Name: Contract Sales Report Month: Contract ID: Supplier Reporting Contact: Title: Phone: Email: Participating Agency Name Address City State Zip Code Participating Agency # {Assigned by National IPA and provided to Supplier} Transaction Date (Date of Sale) Contract Sales for Month ($) Admin Fee % Admin Fee $ Report Totals Cumulative Contract Sales OMNIA PARTNERS EXHIBITS EXHIBIT C - CONTRACT SALES REPORTING TEMPLATE (to be submitted electronically in Microsoft Excel format) OMNIA Partners Contract Sales Monthly Report 73 Section 8 OMNIA Partners Requirements - Exhibit F FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 OMNIA PARTNERS EXHIBITS EXHIBIT F- FEDERAL FUNDS CERTIFICATIONS FEDERAL CERTIFICATIONS ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT TO WHOM IT MAY CONCERN: Participating Agencies may elect to use federal funds to purchase under the Master Agreement. This form should be completed and returned with proposal. The following certifications and provisions may be required and apply when a Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency’s subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable. APPENDIX II TO 2 CFR PART 200 (A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating Agency reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror (B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating Agency reserves the right to immediately terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Offeror in the event Offeror fails to: (1) meet schedules, deadlines, and/or delivery dates within the time specified in the procurement solicitation, contract, and/or a purchase order; (2) make any payments owed; or (3) otherwise perform in accordance with the contract and/or the procurement solicitation. Participating Agency also reserves the right to terminate the contract immediately, with written notice to offeror, for convenience, if Participating Agency believes, in its sole discretion that it is in the best interest of Participating Agency to do so. Offeror will be compensated for work performed and accepted and goods accepted by Participating Agency as of the termination date if the contract is terminated for convenience of Participating Agency. Any award under this procurement process is not exclusive and Participating Agency reserves the right to purchase goods and services from other offerors when it is in Participating Agency’s best interest. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 CFR 12319, 12935, 3 CFR Part, 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 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” 74 Section 8 OMNIA Partners Requirements - Exhibit F FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein. Does offeror agree to abide by the above? YES ____________ Initials of Authorized Representative of offeror (D) 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 CFR Part 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 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”). 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. Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds during the term of an award for all contracts and subgrants for construction or repair, offeror will be in compliance with all applicable Davis-Bacon Act provisions. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror (E) 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 CFR Part 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. Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an award for all contracts by Participating Agency resulting from this procurement process. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror 75 Section 8 OMNIA Partners Requirements - Exhibit F FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §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 CFR Part 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. Pursuant to Federal Rule (F) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (F) above. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror (G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires 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). Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency member resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (G) above. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror (H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 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 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 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. Pursuant to Federal Rule (H) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror (I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above 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. Each tier must also 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. 76 Section 8 OMNIA Partners Requirements - Exhibit F FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 Pursuant to Federal Rule (I) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term and after the awarded term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that it is in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that: (1) No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all covered sub-awards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The offeror further certifies that offeror will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will 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 (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18). Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request. Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror ___________________________ 77 Section 8 OMNIA Partners Requirements - Exhibit F FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 PROCUREMENT OF RECOVERED MATERIALS REQUIREMENTS FOR – 2 C.F.R. §200.322 Participating Agency 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 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.. Does Vendor agree? YES __________________________ Initials of Authorized Representative of offeror CERTIFICATION OF ACCESS TO RECORDS – 2 C.F.R. § 200.336 Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to any books, documents, papers and records of offeror that are directly pertinent to offeror’s discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to offeror’s personnel for the purpose of interview and discussion relating to such documents. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror CERTIFICATION OF AFFORDABLE CARE ACT Offeror understands and agrees that it shall be solely responsible for compliance with the patient Protection and Affordable Care Act, Public Law 111-148 and the Health Care and Education Reconciliation Act 111- 152 (collectively the Affordable Care Act “ACA”). The Offeror shall bear sole responsibility for providing health care benefits for its employees who provide services as required by Federal law. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror Offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances, as applicable. It is further acknowledged that offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted above. Offeror’s Name: ______________________________________________________________________________________ Address, City, State, and Zip Code: _____________________________________________________________________________ Phone Number: ___________________________________ Fax Number: ___________________________ Printed Name and Title of Authorized Representative: ____________________________________________________ Email Address: ___________________________________ Signature of Authorized Representative: _________________________________________________ Date: _______ 78 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 OMNIA PARTNERS EXHIBITS EXHIBIT G - NEW JERSEY BUSINESS COMPLIANCE Suppliers intending to do business in the State of New Jersey must comply with policies and procedures required under New Jersey statues. All offerors submitting proposals must complete the following forms specific to the State of New Jersey. Completed forms should be submitted with the offeror’s response to the RFP. Failure to complete the New Jersey packet will impact OMNIA Partners’ ability to promote the Master Agreement in the State of New Jersey. DOC #1 Ownership Disclosure Form DOC #2 Non-Collusion Affidavit DOC #3 Affirmative Action Affidavit DOC #4 Political Contribution Disclosure Form DOC #5 Stockholder Disclosure Certification DOC #6 Certification of Non-Involvement in Prohibited Activities in Iran DOC #7 New Jersey Business Registration Certificate New Jersey suppliers are required to comply with the following New Jersey statutes when applicable:  all anti-discrimination laws, including those contained in N.J.S.A. 10:2-1 through N.J.S.A. 10:2-14, N.J.S.A. 10:5-1, and N.J.S.A. 10:5-31 through 10:5-38;  Prevailing Wage Act, N.J.S.A. 34:11-56.26, for all contracts within the contemplation of the Act;  Public Works Contractor Registration Act, N.J.S.A. 34:11-56.26; and  Bid and Performance Security, as required by the applicable municipal or state statutes. 79 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DOC #1 OWNERSHIP DISCLOSURE FORM (N.J.S. 52:25-24.2) Pursuant to the requirements of P.L. 1999, Chapter 440 effective April 17, 2000 (Local Public Contracts Law), the offeror shall complete the form attached to these specifications listing the persons owning 10 percent (10%) or more of the firm presenting the proposal. Company Name: Street: City, State, Zip Code: Complete as appropriate: I _______________________________________, certify that I am the sole owner of ____________________________________, that there are no partners and the business is not incorporated, and the provisions of N.J.S. 52:25-24.2 do not apply. OR: I _______________________________________, a partner in___________________________, do hereby certify that the following is a list of all individual partners who own a 10% or greater interest therein. I further certify that if one (1) or more of the partners is itself a corporation or partnership, there is also set forth the names and addresses of the stockholders holding 10% or more of that corporation’s stock or the individual partners owning 10% or greater interest in that partnership. OR: I _______________________________________, an authorized representative of ______________________, a corporation, do hereby certify that the following is a list of the names and addresses of all stockholders in the corporation who own 10% or more of its stock of any class. I further certify that if one (1) or more of such stockholders is itself a corporation or partnership, that there is also set forth the names and addresses of the stockholders holding 10% or more of the corporation’s stock or the individual partners owning a 10% or greater interest in that partnership. (Note: If there are no partners or stockholders owning 10% or more interest, indicate none.) Name Address Interest I further certify that the statements and information contained herein, are complete and correct to the best of my knowledge and belief. Date Authorized Signature and Title 80 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DOC #2 NON-COLLUSION AFFIDAVIT Company Name: ________________________________________ Street: ________________________________________________ City, State, Zip Code: ____________________________________ State of ________________________________________________ County of ______________________________________________ I, of the_______________________________________________ Name City in the County of ____________________________, State of _______________________________ of full age, being duly sworn according to law on my oath depose and say that: I am the _________________________of the firm of _____________________________________ Title Company Name the Offeror making the Proposal for the goods, services or public work specified under the attached proposal, and that I executed the said proposal with full authority to do so; that said Offeror has not directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free, competitive bidding in connection with the above proposal, and that all statements contained in said proposal and in this affidavit are true and correct, and made with full knowledge that relies upon the truth of the statements contained in said proposal and in the statements contained in this affidavit in awarding the contract for the said goods, services or public work. I further warrant that no person or selling agency has been employed or retained to solicit or secure such contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by Company Name Authorized Signature & Title Subscribed and sworn before me this ______ day of ______________, 20____ __________________________________________ Notary Public of ______________________ My commission expires , 20____ SEAL 81 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DOC #3 AFFIRMATIVE ACTION AFFIDAVIT (P.L. 1975, C.127) Company Name: Street: City, State, Zip Code: Proposal Certification: Indicate below company’s compliance with New Jersey Affirmative Action regulations. Company’s proposal will be accepted even if company is not in compliance at this time. No contract and/or purchase order may be issued, however, until all Affirmative Action requirements are met. Required Affirmative Action Evidence: Procurement, Professional & Service Contracts (Exhibit A) Vendors must submit with proposal: 1. A photo copy of their Federal Letter of Affirmative Action Plan Approval OR 2. A photo copy of their Certificate of Employee Information Report OR 3. A complete Affirmative Action Employee Information Report (AA302) Public Work – Over $50,000 Total Project Cost: A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form AA201-A upon receipt from the B. Approved Federal or New Jersey Plan – certificate enclosed I further certify that the statements and information contained herein, are complete and correct to the best of my knowledge and belief. _________________________ _________________________________ Date Authorized Signature and Title 82 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DOC #3, continued P.L. 1995, c. 127 (N.J.A.C. 17:27) MANDATORY AFFIRMATIVE ACTION LANGUAGE PROCUREMENT, PROFESSIONAL AND SERVICE CONTRACTS During the performance of this contract, the contractor agrees as follows: The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The contractor will take affirmative action to ensure that such applicants are recruited and employed, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. Such action shall include, 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. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this non-discrimination clause. The contractor or subcontractor, where applicable will, in all solicitations or advertisement for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The contractor or subcontractor, where applicable, 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, to be provided by the agency contracting officer advising the labor union or workers' representative of the contractor's commitments under this act and shall post copies of the notice in conspicuous places available to employees and applicants for employment. The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time and the Americans with Disabilities Act. The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers trade consistent with the applicable county employment goal prescribed by N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time or in accordance with a binding determination of the applicable county employment goals determined by the Affirmative Action Office pursuant to N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time. The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including employment agencies, placement bureaus, colleges, universities, labor unions, that it does not discriminate on the basis of age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices. The contractor or subcontractor agrees to revise any of it testing procedures, if necessary, to assure that all personnel testing conforms with the principles of job-related testing, as established by the statutes and court decisions of the state of New Jersey and as established by applicable Federal law and applicable Federal court decisions. The contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and lay-off to ensure that all such actions are taken without regard to age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and conform with the applicable employment goals, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions. 83 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 The contractor and its subcontractors shall furnish such reports or other documents to the Affirmative Action Office as may be requested by the office from time to time in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may be requested by the Affirmative Action Office for conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code (NJAC 17:27). ________________________________________________ Signature of Procurement Agent 84 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DOC #4 C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Public Agency Instructions This page provides guidance to public agencies entering into contracts with business entities that are required to file Political Contribution Disclosure forms with the agency. It is not intended to be provided to contractors. What follows are instructions on the use of form local units can provide to contractors that are required to disclose political contributions pursuant to N.J.S.A. 19:44A-20.26 (P.L. 2005, c. 271, s.2). Additional information on the process is available in Local Finance Notice 2006-1 (http://www.nj.gov/dca/divisions/dlgs/resources/lfns_2006.html). Please refer back to these instructions for the appropriate links, as the Local Finance Notices include links that are no longer operational. 1. The disclosure is required for all contracts in excess of $17,500 that are not awarded pursuant to a “fair and open” process (N.J.S.A. 19:44A-20.7). 2. Due to the potential length of some contractor submissions, the public agency should consider allowing data to be submitted in electronic form (i.e., spreadsheet, pdf file, etc.). Submissions must be kept with the contract documents or in an appropriate computer file and be available for public access. The form is worded to accept this alternate submission. The text should be amended if electronic submission will not be allowed. 3. The submission must be received from the contractor and on file at least 10 days prior to award of the contract. Resolutions of award should reflect that the disclosure has been received and is on file. 4. The contractor must disclose contributions made to candidate and party committees covering a wide range of public agencies, including all public agencies that have elected officials in the county of the public agency, state legislative positions, and various state entities. The Division of Local Government Services recommends that contractors be provided a list of the affected agencies. This will assist contractors in determining the campaign and political committees of the officials and candidates affected by the disclosure. a. The Division has prepared model disclosure forms for each county. They can be downloaded from the “County PCD Forms” link on the Pay-to-Play web site at http://www.nj.gov/dca/divisions/dlgs/programs/lpcl.html#12. They will be updated from time-to-time as necessary. b. A public agency using these forms should edit them to properly reflect the correct legislative district(s). As the forms are county-based, they list all legislative districts in each county. Districts that do not represent the public agency should be removed from the lists. c. Some contractors may find it easier to provide a single list that covers all contributions, regardless of the county. These submissions are appropriate and should be accepted. d. The form may be used “as-is”, subject to edits as described herein. e. The “Contractor Instructions” sheet is intended to be provided with the form. It is recommended that the Instructions and the form be printed on the same piece of paper. The form notes that the Instructions are printed on the back of the form; where that is not the case, the text should be edited accordingly. f. The form is a Word document and can be edited to meet local needs, and posted for download on web sites, used as an e-mail attachment, or provided as a printed document. 5. It is recommended that the contractor also complete a “Stockholder Disclosure Certification.” This will assist the local unit in its obligation to ensure that contractor did not make any prohibited contributions to the committees listed on the Business Entity Disclosure Certification in the 12 months prior to the contract (See Local Finance Notice 2006-7 for additional information on this obligation at http://www.nj.gov/dca/divisions/dlgs/resources/lfns_2006.html). A sample Certification form is part of this package and the instruction to complete it is included in the Contractor Instructions. NOTE: This section is not applicable to Boards of Education. 85 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DOC #4, continued C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Contractor Instructions Business entities (contractors) receiving contracts from a public agency that are NOT awarded pursuant to a “fair and open” process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, c. 271, s.2 (N.J.S.A. 19:44A-20.26). This law provides that 10 days prior to the award of such a contract, the contractor shall disclose contributions to:  any State, county, or municipal committee of a political party  any legislative leadership committee*  any continuing political committee (a.k.a., political action committee)  any candidate committee of a candidate for, or holder of, an elective office: o of the public entity awarding the contract o of that county in which that public entity is located o of another public entity within that county o or of a legislative district in which that public entity is located or, when the public entity is a county, of any legislative district which includes all or part of the county The disclosure must list reportable contributions to any of the committees that exceed $300 per election cycle that were made during the 12 months prior to award of the contract. See N.J.S.A. 19:44A-8 and 19:44A-16 for more details on reportable contributions. N.J.S.A. 19:44A-20.26 itemizes the parties from whom contributions must be disclosed when a business entity is not a natural person. This includes the following:  individuals with an “interest” ownership or control of more than 10% of the profits or assets of a business entity or 10% of the stock in the case of a business entity that is a corporation for profit  all principals, partners, officers, or directors of the business entity or their spouses  any subsidiaries directly or indirectly controlled by the business entity  IRS Code Section 527 New Jersey based organizations, directly or indirectly controlled by the business entity and filing as continuing political committees, (PACs). When the business entity is a natural person, “a contribution by that person’s spouse or child, residing therewith, shall be deemed to be a contribution by the business entity.” [N.J.S.A. 19:44A-20.26(b)] The contributor must be listed on the disclosure. Any business entity that fails to comply with the disclosure provisions shall be subject to a fine imposed by ELEC in an amount to be determined by the Commission which may be based upon the amount that the business entity failed to report. The enclosed list of agencies is provided to assist the contractor in identifying those public agencies whose elected official and/or candidate campaign committees are affected by the disclosure requirement. It is the contractor’s responsibility to identify the specific committees to which contributions may have been made and need to be disclosed. The disclosed information may exceed the minimum requirement. The enclosed form, a content-consistent facsimile, or an electronic data file containing the required details (along with a signed cover sheet) may be used as the contractor’s submission and is disclosable to the public under the Open Public Records Act. The contractor must also complete the attached Stockholder Disclosure Certification. This will assist the agency in meeting its obligations under the law. NOTE: This section does not apply to Board of Education contracts. 86 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DOC #4, continued * N.J.S.A. 19:44A-3(s): “The term "legislative leadership committee" means a committee established, authorized to be established, or designated by the President of the Senate, the Minority Leader of the Senate, the Speaker of the General Assembly or the Minority Leader of the General Assembly pursuant to section 16 of P.L.1993, c.65 (C.19:44A-10.1) for the purpose of receiving contributions and making expenditures.” C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Required Pursuant to N.J.S.A. 19:44A-20.26 This form or its permitted facsimile must be submitted to the local unit no later than 10 days prior to the award of the contract. Part I – Vendor Information Vendor Name: Address: City: State: Zip: The undersigned being authorized to certify, hereby certifies that the submission provided herein represents compliance with the provisions of N.J.S.A. 19:44A-20.26 and as represented by the Instructions accompanying this form. _______________________ _______________________ ________________________ Signature Printed Name Title Part II – Contribution Disclosure Disclosure requirement: Pursuant to N.J.S.A. 19:44A-20.26 this disclosure must include all reportable political contributions (more than $300 per election cycle) over the 12 months prior to submission to the committees of the government entities listed on the form provided by the local unit.  Check here if disclosure is provided in electronic form Contributor Name Recipient Name Date Dollar Amount $  Check here if the information is continued on subsequent page(s) 87 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019  DOC #4, continued LIST OF AGENCIES WITH ELECTED OFFICIALS REQUIRED FOR POLITICAL CONTRIBUTION DISCLOSURE N.J.S.A. 19:44A-20.26 County Name: State: Governor, and Legislative Leadership Committees Legislative District #s: State Senator and two members of the General Assembly per district. County: Freeholders County Clerk Sheriff {County Executive} Surrogate Municipalities (Mayor and members of governing body, regardless of title): USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD FROM THE PAY TO PLAY SECTION OF THE DLGS WEBSITE A COUNTY-BASED, CUSTOMIZABLE FORM. 88 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DOC #5 STOCKHOLDER DISCLOSURE CERTIFICATION Name of Business: I certify that the list below contains the names and home addresses of all stockholders holding 10% or more of the issued and outstanding stock of the undersigned. OR I certify that no one stockholder owns 10% or more of the issued and outstanding stock of the undersigned. Check the box that represents the type of business organization: Partnership Corporation Sole Proprietorship Limited Partnership Limited Liability Corporation Limited Liability Partnership Subchapter S Corporation Sign and notarize the form below, and, if necessary, complete the stockholder list below. Stockholders: Name: Name: Home Address: Home Address: Name: Name: Home Address: Home Address: Name: Name: Home Address: Home Address: Subscribed and sworn before me this ___ day of ___________, 2__. (Notary Public) My Commission expires: _________________________________ (Affiant) ________________________________ (Print name & title of affiant) (Corporate Seal) 89 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DOC #6 CERTIFICATION OF NON-INVOLVEMENT IN PROHIBITED ACTIVITIES IN IRAN Pursuant to N.J.S.A. 52:32-58, Offerors must certify that neither the Offeror, nor any of its parents, subsidiaries, and/or affiliates (as defined in N.J.S.A. 52:32 – 56(e) (3)), is listed on the Department of the Treasury’s List of Persons or Entities Engaging in Prohibited Investment Activities in Iran and that neither is involved in any of the investment activities set forth in N.J.S.A. 52:32 – 56(f). Offerors wishing to do business in New Jersey through this contract must fill out the Certification of Non- Involvement in Prohibited Activities in Iran here: http://www.state.nj.us/humanservices/dfd/info/standard/fdc/disclosure_investmentact.pdf. Offerors should submit the above form completed with their proposal. 90 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DOC #7 NEW JERSEY BUSINESS REGISTRATION CERTIFICATE (N.J.S.A. 52:32-44) Offerors wishing to do business in New Jersey must submit their State Division of Revenue issued Business Registration Certificate with their proposal here. Failure to do so will disqualify the Offeror from offering products or services in New Jersey through any resulting contract. http://www.state.nj.us/treasury/revenue/forms/njreg.pdf 91 Section 8 OMNIA Partners Requirements - Exhibit H FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 OMNIA PARTNERS EXHIBITS EXHIBIT H- OMNIA PARTNERS ADVERTISING COMPLIANCE REQUIREMENT Pursuant to certain state notice provisions, including but not limited to Oregon Revised Statutes Chapter 279A.220, the following public agencies and political subdivisions of the referenced public agencies are eligible to register with OMNIA Partners and access the Master Agreement contract award made pursuant to this solicitation, and are hereby given notice of the foregoing request for proposals for purposes of complying with the procedural requirements of said statutes: Nationwide: State of Alabama State of Hawaii State of Massachusetts State of New Mexico State of South Dakota State of Alaska State of Idaho State of Michigan State of New York State of Tennessee State of Arizona State of Illinois State of Minnesota State of North Carolina State of Texas State of Arkansas State of Indiana State of Mississippi State of North Dakota State of Utah State of California State of Iowa State of Missouri State of Ohio State of Vermont State of Colorado State of Kansas State of Montana State of Oklahoma State of Virginia State of Connecticut State of Kentucky State of Nebraska State of Oregon State of Washington State of Delaware State of Louisiana State of Nevada State of Pennsylvania State of West Virginia State of Florida State of Maine State of New Hampshire State of Rhode Island State of Wisconsin State of Georgia State of Maryland State of New Jersey State of South Carolina State of Wyoming District of Columbia Lists of political subdivisions and local governments in the above referenced states / districts may be found at http://www.usa.gov/Agencies/State_and_Territories.shtml and https://www.usa.gov/local-governments. Certain Public Agencies and Political Subdivisions: CITIES, TOWNS, VILLAGES AND BOROUGHS INCLUDING BUT NOT LIMITED TO: BAKER CITY GOLF COURSE, OR CITY OF ADAIR VILLAGE, OR CITY OF ASHLAND, OR CITY OF AUMSVILLE, OR CITY OF AURORA, OR CITY OF BAKER, OR CITY OF BATON ROUGE, LA CITY OF BEAVERTON, OR CITY OF BEND, OR CITY OF BOARDMAN, OR CITY OF BONANAZA, OR CITY OF BOSSIER CITY, LA CITY OF BROOKINGS, OR CITY OF BURNS, OR CITY OF CANBY, OR CITY OF CANYONVILLE, OR CITY OF CLATSKANIE, OR CITY OF COBURG, OR CITY OF CONDON, OR CITY OF COQUILLE, OR CITY OF CORVALLI, OR CITY OF CORVALLIS PARKS AND RECREATION DEPARTMENT, OR CITY OF COTTAGE GROVE, OR CITY OF DONALD, OR CITY OF EUGENE, OR CITY OF FOREST GROVE, OR CITY OF GOLD HILL, OR CITY OF GRANTS PASS, OR CITY OF GRESHAM, OR CITY OF HILLSBORO, OR 92 Section 8 OMNIA Partners Requirements - Exhibit H FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 CITY OF INDEPENDENCE, OR CITY AND COUNTY OF HONOLULU, HI CITY OF KENNER, LA CITY OF LA GRANDE, OR CITY OF LAFAYETTE, LA CITY OF LAKE CHARLES, OR CITY OF LEBANON, OR CITY OF MCMINNVILLE, OR CITY OF MEDFORD, OR CITY OF METAIRIE, LA CITY OF MILL CITY, OR CITY OF MILWAUKIE, OR CITY OF MONROE, LA CITY OF MOSIER, OR CITY OF NEW ORLEANS, LA CITY OF NORTH PLAINS, OR CITY OF OREGON CITY, OR CITY OF PILOT ROCK, OR CITY OF PORTLAND, OR CITY OF POWERS, OR CITY OF PRINEVILLE, OR CITY OF REDMOND, OR CITY OF REEDSPORT, OR CITY OF RIDDLE, OR CITY OF ROGUE RIVER, OR CITY OF ROSEBURG, OR CITY OF SALEM, OR CITY OF SANDY, OR CITY OF SCAPPOOSE, OR CITY OF SHADY COVE, OR CITY OF SHERWOOD, OR CITY OF SHREVEPORT, LA CITY OF SILVERTON, OR CITY OF SPRINGFIELD, OR CITY OF ST. HELENS, OR CITY OF ST. PAUL, OR CITY OF SULPHUR, LA CITY OF TIGARD, OR CITY OF TROUTDALE, OR CITY OF TUALATIN, OR CITY OF WALKER, LA CITY OF WARRENTON, OR CITY OF WEST LINN, OR CITY OF WILSONVILLE, OR CITY OF WINSTON, OR CITY OF WOODBURN, OR LEAGUE OF OREGON CITES THE CITY OF HAPPY VALLEY OREGON ALPINE, UT ALTA, UT ALTAMONT, UT ALTON, UT AMALGA, UT AMERICAN FORK CITY, UT ANNABELLA, UT ANTIMONY, UT APPLE VALLEY, UT AURORA, UT BALLARD, UT BEAR RIVER CITY, UT BEAVER, UT BICKNELL, UT BIG WATER, UT BLANDING, UT BLUFFDALE, UT BOULDER, UT CITY OF BOUNTIFUL, UT BRIAN HEAD, UT BRIGHAM CITY CORPORATION, UT BRYCE CANYON CITY, UT CANNONVILLE, UT CASTLE DALE, UT CASTLE VALLEY, UT CITY OF CEDAR CITY, UT CEDAR FORT, UT CITY OF CEDAR HILLS, UT CENTERFIELD, UT CENTERVILLE CITY CORPORATION, UT CENTRAL VALLEY, UT CHARLESTON, UT CIRCLEVILLE, UT CLARKSTON, UT CLAWSON, UT CLEARFIELD, UT CLEVELAND, UT CLINTON CITY CORPORATION, UT COALVILLE, UT CORINNE, UT CORNISH, UT COTTONWOOD HEIGHTS, UT DANIEL, UT DELTA, UT DEWEYVILLE, UT DRAPER CITY, UT DUCHESNE, UT EAGLE MOUNTAIN, UT EAST CARBON, UT ELK RIDGE, UT ELMO, UT ELSINORE, UT ELWOOD, UT EMERY, UT ENOCH, UT ENTERPRISE, UT EPHRAIM, UT ESCALANTE, UT 93 Section 8 OMNIA Partners Requirements - Exhibit H FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 EUREKA, UT FAIRFIELD, UT FAIRVIEW, UT FARMINGTON, UT FARR WEST, UT FAYETTE, UT FERRON, UT FIELDING, UT FILLMORE, UT FOUNTAIN GREEN, UT FRANCIS, UT FRUIT HEIGHTS, UT GARDEN CITY, UT GARLAND, UT GENOLA, UT GLENDALE, UT GLENWOOD, UT GOSHEN, UT GRANTSVILLE, UT GREEN RIVER, UT GUNNISON, UT HANKSVILLE, UT HARRISVILLE, UT HATCH, UT HEBER CITY CORPORATION, UT HELPER, UT HENEFER, UT HENRIEVILLE, UT HERRIMAN, UT HIDEOUT, UT HIGHLAND, UT HILDALE, UT HINCKLEY, UT HOLDEN, UT HOLLADAY, UT HONEYVILLE, UT HOOPER, UT HOWELL, UT HUNTINGTON, UT HUNTSVILLE, UT CITY OF HURRICANE, UT HYDE PARK, UT HYRUM, UT INDEPENDENCE, UT IVINS, UT JOSEPH, UT JUNCTION, UT KAMAS, UT KANAB, UT KANARRAVILLE, UT KANOSH, UT KAYSVILLE, UT KINGSTON, UT KOOSHAREM, UT LAKETOWN, UT LA VERKIN, UT LAYTON, UT LEAMINGTON, UT LEEDS, UT LEHI CITY CORPORATION, UT LEVAN, UT LEWISTON, UT LINDON, UT LOA, UT LOGAN CITY, UT LYMAN, UT LYNNDYL, UT MANILA, UT MANTI, UT MANTUA, UT MAPLETON, UT MARRIOTT-SLATERVILLE, UT MARYSVALE, UT MAYFIELD, UT MEADOW, UT MENDON, UT MIDVALE CITY INC., UT MIDWAY, UT MILFORD, UT MILLVILLE, UT MINERSVILLE, UT MOAB, UT MONA, UT MONROE, UT CITY OF MONTICELLO, UT MORGAN, UT MORONI, UT MOUNT PLEASANT, UT MURRAY CITY CORPORATION, UT MYTON, UT NAPLES, UT NEPHI, UT NEW HARMONY, UT NEWTON, UT NIBLEY, UT NORTH LOGAN, UT NORTH OGDEN, UT NORTH SALT LAKE CITY, UT OAK CITY, UT OAKLEY, UT OGDEN CITY CORPORATION, UT OPHIR, UT ORANGEVILLE, UT ORDERVILLE, UT OREM, UT PANGUITCH, UT 94 Section 8 OMNIA Partners Requirements - Exhibit H FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 PARADISE, UT PARAGONAH, UT PARK CITY, UT PAROWAN, UT PAYSON, UT PERRY, UT PLAIN CITY, UT PLEASANT GROVE CITY, UT PLEASANT VIEW, UT PLYMOUTH, UT PORTAGE, UT PRICE, UT PROVIDENCE, UT PROVO, UT RANDOLPH, UT REDMOND, UT RICHFIELD, UT RICHMOND, UT RIVERDALE, UT RIVER HEIGHTS, UT RIVERTON CITY, UT ROCKVILLE, UT ROCKY RIDGE, UT ROOSEVELT CITY CORPORATION, UT ROY, UT RUSH VALLEY, UT CITY OF ST. GEORGE, UT SALEM, UT SALINA, UT SALT LAKE CITY CORPORATION, UT SANDY, UT SANTA CLARA, UT SANTAQUIN, UT SARATOGA SPRINGS, UT SCIPIO, UT SCOFIELD, UT SIGURD, UT SMITHFIELD, UT SNOWVILLE, UT CITY OF SOUTH JORDAN, UT SOUTH OGDEN, UT CITY OF SOUTH SALT LAKE, UT SOUTH WEBER, UT SPANISH FORK, UT SPRING CITY, UT SPRINGDALE, UT SPRINGVILLE, UT STERLING, UT STOCKTON, UT SUNNYSIDE, UT SUNSET CITY CORP, UT SYRACUSE, UT TABIONA, UT CITY OF TAYLORSVILLE, UT TOOELE CITY CORPORATION, UT TOQUERVILLE, UT TORREY, UT TREMONTON CITY, UT TRENTON, UT TROPIC, UT UINTAH, UT VERNAL CITY, UT VERNON, UT VINEYARD, UT VIRGIN, UT WALES, UT WALLSBURG, UT WASHINGTON CITY, UT WASHINGTON TERRACE, UT WELLINGTON, UT WELLSVILLE, UT WENDOVER, UT WEST BOUNTIFUL, UT WEST HAVEN, UT WEST JORDAN, UT WEST POINT, UT WEST VALLEY CITY, UT WILLARD, UT WOODLAND HILLS, UT WOODRUFF, UT WOODS CROSS, UT COUNTIES AND PARISHES INCLUDING BUT NOT LIMITED TO: ASCENSION PARISH, LA ASCENSION PARISH, LA, CLEAR OF COURT CADDO PARISH, LA CALCASIEU PARISH, LA CALCASIEU PARISH SHERIFF’S OFFICE, LA CITY AND COUNTY OF HONOLULU, HI CLACKAMAS COUNTY, OR CLACKAMAS COUNTY DEPT OF TRANSPORTATION, OR CLATSOP COUNTY, OR COLUMBIA COUNTY, OR COOS COUNTY, OR COOS COUNTY HIGHWAY DEPARTMENT, OR COUNTY OF HAWAII, OR CROOK COUNTY, OR CROOK COUNTY ROAD DEPARTMENT, OR CURRY COUNTY, OR DESCHUTES COUNTY, OR DOUGLAS COUNTY, OR EAST BATON ROUGE PARISH, LA GILLIAM COUNTY, OR 95 Section 8 OMNIA Partners Requirements - Exhibit H FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 GRANT COUNTY, OR HARNEY COUNTY, OR HARNEY COUNTY SHERIFFS OFFICE, OR HAWAII COUNTY, HI HOOD RIVER COUNTY, OR JACKSON COUNTY, OR JEFFERSON COUNTY, OR JEFFERSON PARISH, LA JOSEPHINE COUNTY GOVERNMENT, OR LAFAYETTE CONSOLIDATED GOVERNMENT, LA LAFAYETTE PARISH, LA LAFAYETTE PARISH CONVENTION & VISITORS COMMISSION LAFOURCHE PARISH, LA KAUAI COUNTY, HI KLAMATH COUNTY, OR LAKE COUNTY, OR LANE COUNTY, OR LINCOLN COUNTY, OR LINN COUNTY, OR LIVINGSTON PARISH, LA MALHEUR COUNTY, OR MAUI COUNTY, HI MARION COUNTY, SALEM, OR MORROW COUNTY, OR MULTNOMAH COUNTY, OR MULTNOMAH COUNTY BUSINESS AND COMMUNITY SERVICES, OR MULTNOMAH COUNTY SHERIFFS OFFICE, OR MULTNOMAH LAW LIBRARY, OR ORLEANS PARISH, LA PLAQUEMINES PARISH, LA POLK COUNTY, OR RAPIDES PARISH, LA SAINT CHARLES PARISH, LA SAINT CHARLES PARISH PUBLIC SCHOOLS, LA SAINT LANDRY PARISH, LA SAINT TAMMANY PARISH, LA SHERMAN COUNTY, OR TERREBONNE PARISH, LA TILLAMOOK COUNTY, OR TILLAMOOK COUNTY SHERIFF'S OFFICE, OR TILLAMOOK COUNTY GENERAL HOSPITAL, OR UMATILLA COUNTY, OR UNION COUNTY, OR WALLOWA COUNTY, OR WASCO COUNTY, OR WASHINGTON COUNTY, OR WEST BATON ROUGE PARISH, LA WHEELER COUNTY, OR YAMHILL COUNTY, OR COUNTY OF BOX ELDER, UT COUNTY OF CACHE, UT COUNTY OF RICH, UT COUNTY OF WEBER, UT COUNTY OF MORGAN, UT COUNTY OF DAVIS, UT COUNTY OF SUMMIT, UT COUNTY OF DAGGETT, UT COUNTY OF SALT LAKE, UT COUNTY OF TOOELE, UT COUNTY OF UTAH, UT COUNTY OF WASATCH, UT COUNTY OF DUCHESNE, UT COUNTY OF UINTAH, UT COUNTY OF CARBON, UT COUNTY OF SANPETE, UT COUNTY OF JUAB, UT COUNTY OF MILLARD, UT COUNTY OF SEVIER, UT COUNTY OF EMERY, UT COUNTY OF GRAND, UT COUNTY OF BEVER, UT COUNTY OF PIUTE, UT COUNTY OF WAYNE, UT COUNTY OF SAN JUAN, UT COUNTY OF GARFIELD, UT COUNTY OF KANE, UT COUNTY OF IRON, UT COUNTY OF WASHINGTON, UT OTHER AGENCIES INCLUDING ASSOCIATIONS, BOARDS, DISTRICTS, COMMISSIONS, COUNCILS, PUBLIC CORPORATIONS, PUBLIC DEVELOPMENT AUTHORITIES, RESERVATIONS AND UTILITIES INCLUDING BUT NOT LIMITED TO: BANKS FIRE DISTRICT, OR BATON ROUGE WATER COMPANY BEND METRO PARK AND RECREATION DISTRICT BIENVILLE PARISH FIRE PROTECTION DISTRICT 6, LA BOARDMAN PARK AND RECREATION DISTRICT CENTRAL CITY ECONOMIC OPPORTUNITY CORP, LA CENTRAL OREGON INTERGOVERNMENTAL COUNCIL CITY OF BOGALUSA SCHOOL BOARD, LA 96 Section 8 OMNIA Partners Requirements - Exhibit H FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 CLACKAMAS RIVER WATER CLATSKANIE PEOPLE'S UTILITY DISTRICT CLEAN WATER SERVICES CONFEDERATED TRIBES OF THE UMATILLA INDIAN RESERVATION COOS FOREST PROTECTIVE ASSOCIATION CHEHALEM PARK AND RECREATION DISTRICT DAVID CROCKETT STEAM FIRE COMPANY #1, LA EUGENE WATER AND ELECTRIC BOARD HONOLULU INTERNATIONAL AIRPORT HOODLAND FIRE DISTRICT #74 HOUSING AUTHORITY OF PORTLAND ILLINOIS VALLEY FIRE DISTRICT LAFAYETTE AIRPORT COMMISSION, LA LAFOURCHE PARISH HEALTH UNIT – DHH- OPH REGION 3 LOUISIANA PUBLIC SERVICE COMMISSION, LA LOUISIANA WATER WORKS MEDFORD WATER COMMISSION MELHEUR COUNTY JAIL, OR METRO REGIONAL GOVERNMENT METRO REGIONAL PARKS METROPOLITAN EXPOSITION RECREATION COMMISSION METROPOLITAN SERVICE DISTRICT (METRO) MULTNOMAH EDUCATION SERVICE DISTRICT NEW ORLEANS REDEVELOPMENT AUTHORITY, LA NORTHEAST OREGON HOUSING AUTHORITY, OR PORT OF BRANDON, OR PORT OF MORGAN CITY, LA PORTLAND DEVELOPMENT COMMISSION, OR PORTLAND FIRE AND RESCUE PORTLAND HOUSING CENTER, OR OREGON COAST COMMUNITY ACTION OREGON HOUSING AND COMMUNITY SERVICES OREGON LEGISLATIVE ADMINISTRATION ROGUE VALLEY SEWER, OR SAINT LANDRY PARISH TOURIST COMMISSION SAINT MARY PARISH REC DISTRICT 2 SAINT MARY PARISH REC DISTRICT 3 SAINT TAMMANY FIRE DISTRICT 4, LA SALEM MASS TRANSIT DISTRICT SEWERAGE AND WATER BOARD OF NEW ORLEANS, LA SOUTH LAFOURCHE LEVEE DISTRICT, LA TRI-COUNTY METROPOLITAN TRANSPORTATION DISTRICT OF OREGON TUALATIN HILLS PARK & RECREATION DISTRICT TUALATIN VALLEY FIRE & RESCUE TUALATIN VALLEY WATER DISTRICT WILLAMALANE PARK AND RECREATION DISTRICT WILLAMETTE HUMANE SOCIETY K-12 INCLUDING BUT NOT LIMITED TO: ACADIA PARISH SCHOOL BOARD BEAVERTON SCHOOL DISTRICT BEND-LA PINE SCHOOL DISTRICT BOGALUSA HIGH SCHOOL, LA BOSSIER PARISH SCHOOL BOARD BROOKING HARBOR SCHOOL DISTRICT CADDO PARISH SCHOOL DISTRICT CALCASIEU PARISH SCHOOL DISTRICT CANBY SCHOOL DISTRICT CANYONVILLE CHRISTIAN ACADEMY CASCADE SCHOOL DISTRICT CASCADES ACADEMY OF CENTRAL OREGON CENTENNIAL SCHOOL DISTRICT CENTRAL CATHOLIC HIGH SCHOOL CENTRAL POINT SCHOOL DISTRICT NO.6 CENTRAL SCHOOL DISTRICT 13J COOS BAY SCHOOL DISTRICT NO.9 CORVALLIS SCHOOL DISTRICT 509J COUNTY OF YAMHILL SCHOOL DISTRICT 29 CULVER SCHOOL DISTRICT DALLAS SCHOOL DISTRICT NO.2 DAVID DOUGLAS SCHOOL DISTRICT DAYTON SCHOOL DISTRICT NO.8 DE LA SALLE N CATHOLIC HS DESCHUTES COUNTY SCHOOL DISTRICT NO.6 DOUGLAS EDUCATIONAL DISTRICT SERVICE DUFUR SCHOOL DISTRICT NO.29 EAST BATON ROUGE PARISH SCHOOL DISTRICT ESTACADA SCHOOL DISTRICT NO.10B FOREST GROVE SCHOOL DISTRICT GEORGE MIDDLE SCHOOL GLADSTONE SCHOOL DISTRICT GRANTS PASS SCHOOL DISTRICT 7 97 Section 8 OMNIA Partners Requirements - Exhibit H FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 GREATER ALBANY PUBLIC SCHOOL DISTRICT GRESHAM BARLOW JOINT SCHOOL DISTRICT HEAD START OF LANE COUNTY HIGH DESERT EDUCATION SERVICE DISTRICT HILLSBORO SCHOOL DISTRICT HOOD RIVER COUNTY SCHOOL DISTRICT JACKSON CO SCHOOL DIST NO.9 JEFFERSON COUNTY SCHOOL DISTRICT 509-J JEFFERSON PARISH SCHOOL DISTRICT JEFFERSON SCHOOL DISTRICT JUNCTION CITY SCHOOLS, OR KLAMATH COUNTY SCHOOL DISTRICT KLAMATH FALLS CITY SCHOOLS LAFAYETTE PARISH SCHOOL DISTRICT LAKE OSWEGO SCHOOL DISTRICT 7J LANE COUNTY SCHOOL DISTRICT 4J LINCOLN COUNTY SCHOOL DISTRICT LINN CO. SCHOOL DIST. 95C LIVINGSTON PARISH SCHOOL DISTRICT LOST RIVER JR/SR HIGH SCHOOL LOWELL SCHOOL DISTRICT NO.71 MARION COUNTY SCHOOL DISTRICT MARION COUNTY SCHOOL DISTRICT 103 MARIST HIGH SCHOOL, OR MCMINNVILLE SCHOOL DISTRICT NOAO MEDFORD SCHOOL DISTRICT 549C MITCH CHARTER SCHOOL MONROE SCHOOL DISTRICT NO.1J MORROW COUNTY SCHOOL DIST, OR MULTNOMAH EDUCATION SERVICE DISTRICT MULTISENSORY LEARNING ACADEMY MYRTLE PINT SCHOOL DISTRICT 41 NEAH-KAH-NIE DISTRICT NO.56 NEWBERG PUBLIC SCHOOLS NESTUCCA VALLEY SCHOOL DISTRICT NO.101 NOBEL LEARNING COMMUNITIES NORTH BEND SCHOOL DISTRICT 13 NORTH CLACKAMAS SCHOOL DISTRICT NORTH DOUGLAS SCHOOL DISTRICT NORTH WASCO CITY SCHOOL DISTRICT 21 NORTHWEST REGIONAL EDUCATION SERVICE DISTRICT ONTARIO MIDDLE SCHOOL OREGON TRAIL SCHOOL DISTRICT NOA6 ORLEANS PARISH SCHOOL DISTRICT PHOENIX-TALENT SCHOOL DISTRICT NOA PLEASANT HILL SCHOOL DISTRICT PORTLAND JEWISH ACADEMY PORTLAND PUBLIC SCHOOLS RAPIDES PARISH SCHOOL DISTRICT REDMOND SCHOOL DISTRICT REYNOLDS SCHOOL DISTRICT ROGUE RIVER SCHOOL DISTRICT ROSEBURG PUBLIC SCHOOLS SCAPPOOSE SCHOOL DISTRICT 1J SAINT TAMMANY PARISH SCHOOL BOARD, LA SEASIDE SCHOOL DISTRICT 10 SHERWOOD SCHOOL DISTRICT 88J SILVER FALLS SCHOOL DISTRICT 4J SOUTH LANE SCHOOL DISTRICT 45J3 SOUTHERN OREGON EDUCATION SERVICE DISTRICT SPRINGFIELD PUBLIC SCHOOLS SUTHERLIN SCHOOL DISTRICT SWEET HOME SCHOOL DISTRICT NO.55 TERREBONNE PARISH SCHOOL DISTRICT THE CATLIN GABEL SCHOOL TIGARD-TUALATIN SCHOOL DISTRICT UMATILLA MORROW ESD WEST LINN WILSONVILLE SCHOOL DISTRICT WILLAMETTE EDUCATION SERVICE DISTRICT WOODBURN SCHOOL DISTRICT YONCALLA SCHOOL DISTRICT ACADEMY FOR MATH ENGINEERING & SCIENCE (AMES), UT ALIANZA ACADEMY, UT ALPINE DISTRICT, UT AMERICAN LEADERSHIP ACADEMY, UT AMERICAN PREPARATORY ACADEMY, UT BAER CANYON HIGH SCHOOL FOR SPORTS & MEDICAL SCIENCES, UT BEAR RIVER CHARTER SCHOOL, UT BEAVER SCHOOL DISTRICT, UT BEEHIVE SCIENCE & TECHNOLOGY ACADEMY (BSTA), UT BOX ELDER SCHOOL DISTRICT, UT CBA CENTER, UT CACHE SCHOOL DISTRICT, UT CANYON RIM ACADEMY, UT CANYONS DISTRICT, UT CARBON SCHOOL DISTRICT, UT CHANNING HALL, UT CHARTER SCHOOL LEWIS ACADEMY, UT CITY ACADEMY, UT DAGGETT SCHOOL DISTRICT, UT DAVINCI ACADEMY, UT DAVIS DISTRICT, UT 98 Section 8 OMNIA Partners Requirements - Exhibit H FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DUAL IMMERSION ACADEMY, UT DUCHESNE SCHOOL DISTRICT, UT EARLY LIGHT ACADEMY AT DAYBREAK, UT EAST HOLLYWOOD HIGH, UT EDITH BOWEN LABORATORY SCHOOL, UT EMERSON ALCOTT ACADEMY, UT EMERY SCHOOL DISTRICT, UT ENTHEOS ACADEMY, UT EXCELSIOR ACADEMY, UT FAST FORWARD HIGH, UT FREEDOM ACADEMY, UT GARFIELD SCHOOL DISTRICT, UT GATEWAY PREPARATORY ACADEMY, UT GEORGE WASHINGTON ACADEMY, UT GOOD FOUNDATION ACADEMY, UT GRAND SCHOOL DISTRICT, UT GRANITE DISTRICT, UT GUADALUPE SCHOOL, UT HAWTHORN ACADEMY, UT INTECH COLLEGIATE HIGH SCHOOL, UT IRON SCHOOL DISTRICT, UT ITINERIS EARLY COLLEGE HIGH, UT JOHN HANCOCK CHARTER SCHOOL, UT JORDAN DISTRICT, UT JUAB SCHOOL DISTRICT, UT KANE SCHOOL DISTRICT, UT KARL G MAESER PREPARATORY ACADEMY, UT LAKEVIEW ACADEMY, UT LEGACY PREPARATORY ACADEMY, UT LIBERTY ACADEMY, UT LINCOLN ACADEMY, UT LOGAN SCHOOL DISTRICT, UT MARIA MONTESSORI ACADEMY, UT MERIT COLLEGE PREPARATORY ACADEMY, UT MILLARD SCHOOL DISTRICT, UT MOAB CHARTER SCHOOL, UT MONTICELLO ACADEMY, UT MORGAN SCHOOL DISTRICT, UT MOUNTAINVILLE ACADEMY, UT MURRAY SCHOOL DISTRICT, UT NAVIGATOR POINTE ACADEMY, UT NEBO SCHOOL DISTRICT, UT NO UT ACAD FOR MATH ENGINEERING & SCIENCE (NUAMES), UT NOAH WEBSTER ACADEMY, UT NORTH DAVIS PREPARATORY ACADEMY, UT NORTH SANPETE SCHOOL DISTRICT, UT NORTH STAR ACADEMY, UT NORTH SUMMIT SCHOOL DISTRICT, UT ODYSSEY CHARTER SCHOOL, UT OGDEN PREPARATORY ACADEMY, UT OGDEN SCHOOL DISTRICT, UT OPEN CLASSROOM, UT OPEN HIGH SCHOOL OF UTAH, UT OQUIRRH MOUNTAIN CHARTER SCHOOL, UT PARADIGM HIGH SCHOOL, UT PARK CITY SCHOOL DISTRICT, UT PINNACLE CANYON ACADEMY, UT PIUTE SCHOOL DISTRICT, UT PROVIDENCE HALL, UT PROVO SCHOOL DISTRICT, UT QUAIL RUN PRIMARY SCHOOL, UT QUEST ACADEMY, UT RANCHES ACADEMY, UT REAGAN ACADEMY, UT RENAISSANCE ACADEMY, UT RICH SCHOOL DISTRICT, UT ROCKWELL CHARTER HIGH SCHOOL, UT SALT LAKE ARTS ACADEMY, UT SALT LAKE CENTER FOR SCIENCE EDUCATION, UT SALT LAKE SCHOOL DISTRICT, UT SALT LAKE SCHOOL FOR THE PERFORMING ARTS, UT SAN JUAN SCHOOL DISTRICT, UT SEVIER SCHOOL DISTRICT, UT SOLDIER HOLLOW CHARTER SCHOOL, UT SOUTH SANPETE SCHOOL DISTRICT, UT SOUTH SUMMIT SCHOOL DISTRICT, UT SPECTRUM ACADEMY, UT SUCCESS ACADEMY, UT SUCCESS SCHOOL, UT SUMMIT ACADEMY, UT SUMMIT ACADEMY HIGH SCHOOL, UT SYRACUSE ARTS ACADEMY, UT THOMAS EDISON - NORTH, UT TIMPANOGOS ACADEMY, UT TINTIC SCHOOL DISTRICT, UT TOOELE SCHOOL DISTRICT, UT TUACAHN HIGH SCHOOL FOR THE PERFORMING ARTS, UT UINTAH RIVER HIGH, UT UINTAH SCHOOL DISTRICT, UT UTAH CONNECTIONS ACADEMY, UT UTAH COUNTY ACADEMY OF SCIENCE, UT UTAH ELECTRONIC HIGH SCHOOL, UT UTAH SCHOOLS FOR DEAF & BLIND, UT UTAH STATE OFFICE OF EDUCATION, UT UTAH VIRTUAL ACADEMY, UT VENTURE ACADEMY, UT 99 Section 8 OMNIA Partners Requirements - Exhibit H FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 VISTA AT ENTRADA SCHOOL OF PERFORMING ARTS AND TECHNOLOGY, UT WALDEN SCHOOL OF LIBERAL ARTS, UT WASATCH PEAK ACADEMY, UT WASATCH SCHOOL DISTRICT, UT WASHINGTON SCHOOL DISTRICT, UT WAYNE SCHOOL DISTRICT, UT WEBER SCHOOL DISTRICT, UT WEILENMANN SCHOOL OF DISCOVERY, UT HIGHER EDUCATION ARGOSY UNIVERSITY BATON ROUGE COMMUNITY COLLEGE, LA BIRTHINGWAY COLLEGE OF MIDWIFERY BLUE MOUNTAIN COMMUNITY COLLEGE BRIGHAM YOUNG UNIVERSITY - HAWAII CENTRAL OREGON COMMUNITY COLLEGE CENTENARY COLLEGE OF LOUISIANA CHEMEKETA COMMUNITY COLLEGE CLACKAMAS COMMUNITY COLLEGE COLLEGE OF THE MARSHALL ISLANDS COLUMBIA GORGE COMMUNITY COLLEGE CONCORDIA UNIVERSITY GEORGE FOX UNIVERSITY KLAMATH COMMUNITY COLLEGE DISTRICT LANE COMMUNITY COLLEGE LEWIS AND CLARK COLLEGE LINFIELD COLLEGE LINN-BENTON COMMUNITY COLLEGE LOUISIANA COLLEGE, LA LOUISIANA STATE UNIVERSITY LOUISIANA STATE UNIVERSITY HEALTH SERVICES MARYLHURST UNIVERSITY MT. HOOD COMMUNITY COLLEGE MULTNOMAH BIBLE COLLEGE NATIONAL COLLEGE OF NATURAL MEDICINE NORTHWEST CHRISTIAN COLLEGE OREGON HEALTH AND SCIENCE UNIVERSITY OREGON INSTITUTE OF TECHNOLOGY OREGON STATE UNIVERSITY OREGON UNIVERSITY SYSTEM PACIFIC UNIVERSITY PIONEER PACIFIC COLLEGE PORTLAND COMMUNITY COLLEGE PORTLAND STATE UNIVERSITY REED COLLEGE RESEARCH CORPORATION OF THE UNIVERSITY OF HAWAII ROGUE COMMUNITY COLLEGE SOUTHEASTERN LOUISIANA UNIVERSITY SOUTHERN OREGON UNIVERSITY (OREGON UNIVERSITY SYSTEM) SOUTHWESTERN OREGON COMMUNITY COLLEGE TULANE UNIVERSITY TILLAMOOK BAY COMMUNITY COLLEGE UMPQUA COMMUNITY COLLEGE UNIVERSITY OF HAWAII BOARD OF REGENTS UNIVERSITY OF HAWAII-HONOLULU COMMUNITY COLLEGE UNIVERSITY OF OREGON-GRADUATE SCHOOL UNIVERSITY OF PORTLAND UNIVERSITY OF NEW ORLEANS WESTERN OREGON UNIVERSITY WESTERN STATES CHIROPRACTIC COLLEGE WILLAMETTE UNIVERSITY XAVIER UNIVERSITY UTAH SYSTEM OF HIGHER EDUCATION, UT UNIVERSITY OF UTAH, UT UTAH STATE UNIVERSITY, UT WEBER STATE UNIVERSITY, UT SOUTHERN UTAH UNIVERSITY, UT SNOW COLLEGE, UT DIXIE STATE COLLEGE, UT COLLEGE OF EASTERN UTAH, UT UTAH VALLEY UNIVERSITY, UT SALT LAKE COMMUNITY COLLEGE, UT UTAH COLLEGE OF APPLIED TECHNOLOGY, UT STATE AGENCIES ADMIN. SERVICES OFFICE BOARD OF MEDICAL EXAMINERS HAWAII CHILD SUPPORT ENFORCEMENT AGENCY HAWAII DEPARTMENT OF TRANSPORTATION HAWAII HEALTH SYSTEMS CORPORATION OFFICE OF MEDICAL ASSISTANCE PROGRAMS OFFICE OF THE STATE TREASURER OREGON BOARD OF ARCHITECTS 100 Section 8 OMNIA Partners Requirements - Exhibit H FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 OREGON CHILD DEVELOPMENT COALITION OREGON DEPARTMENT OF EDUCATION OREGON DEPARTMENT OF FORESTRY OREGON DEPT OF TRANSPORTATION OREGON DEPT. OF EDUCATION OREGON LOTTERY OREGON OFFICE OF ENERGY OREGON STATE BOARD OF NURSING OREGON STATE DEPT OF CORRECTIONS OREGON STATE POLICE OREGON TOURISM COMMISSION OREGON TRAVEL INFORMATION COUNCIL SANTIAM CANYON COMMUNICATION CENTER SEIU LOCAL 503, OPEU SOH- JUDICIARY CONTRACTS AND PURCH STATE DEPARTMENT OF DEFENSE, STATE OF HAWAII STATE OF HAWAII STATE OF HAWAII, DEPT. OF EDUCATION STATE OF LOUISIANA STATE OF LOUISIANA DEPT. OF EDUCATION STATE OF LOUISIANA, 26TH JUDICIAL DISTRICT ATTORNEY STATE OF UTAH 101 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 SAMPLE CONTRACT. As used in this Section of the RFP, the term “Contract” shall refer to the agreement entered into between the City and the Company, and the term “Company” shall refer to the vendor that has been awarded a contract. STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG AGREEMENT TO PROVIDE FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES THIS PROFESSIONAL SERVICES CONTRACT (the “Contract”) is made and entered into as of this 1st day of January 2020 (the “Effective Date”), by and between _______________, a corporation doing business in North Carolina (the "Company"), and the City of Charlotte, a North Carolina municipal corporation (the "City"). RECITALS WHEREAS, the City issued a Request For Proposals (RFP # 269-2019-105) for FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES dated JUNE 19, 2019. This Request for Proposals together with all attachments and addenda, is referred to herein as the “RFP”; and WHEREAS, the City desires that the Company provide certain FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES (“Services”), and the Company desires to provide such Services; and WHEREAS, the City and the Company have negotiated and agreed regarding the above-referenced Services and desire to reduce the terms and conditions of their agreement to this written form. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in further consideration of the covenants and representations contained herein, the parties agree as follows: CONTRACT 1. EXHIBITS. The Exhibits below are hereby incorporated into and made a part of this Contract. With the exception of Exhibit D (Federal Contract Terms and Conditions), any conflict between language in an Exhibit or Appendix to this Contract and the main body of this Contract shall be resolved in favor of the main body of this Contract and any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below. Notwithstanding anything contained in this Contract or any Exhibit to the contrary, in the event of a conflict between the language of Exhibit D and the main body of this Contract or any other Exhibit to this Contract, the language of Exhibit D shall prevail. Each reference to COMPANY NAME in the Exhibits and Appendices shall be deemed to mean the Company. EXHIBIT A: PRICE SCHEDULE EXHIBIT B: SCOPE OF WORK EXHIBIT C: PROPOSAL RESPONSE FORMS EXHIBIT D: FEDERAL CONTRACT TERMS AND CONDITIONS 2. DEFINITIONS. This section may include, but not be limited to, terms defined in Section 2 of the RFP. 3. DESCRIPTION OF PRODUCTS AND SERVICES. 3.1. The Company shall be responsible for providing the Products and Services described in Exhibit B attached to this Contract and incorporated herein by reference. Without limiting the foregoing, the Company will perform the Services and meet the requirements as set forth in 102 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 Exhibit B. However, the Company shall not be responsible for tasks specifically assigned to the City in this Contract or in Exhibit B. 3.2. The Company shall perform the Services on site at the City’s facility in Charlotte, North Carolina, except as mutually agreed upon in writing in specific instances by the City. 4. COMPENSATION. 4.1. TOTAL FEES AND CHARGES. The City agrees to pay the Company a fixed price (the “Purchase Price”) as full and complete consideration for the satisfactory performance of all the requirements of this Contract. This amount constitutes the maximum total fees and charges payable to the Company under this Contract including Expenses and will not be increased except by a written instrument duly executed by both parties, which expressly states that it amends this Section of the Contract. 4.2. NO EXPENSES CHARGEABLE. The Company shall not be entitled to charge the City for any travel, mileage, meals, materials or other costs or expenses associated with this Contract. 4.3. EMPLOYMENT TAXES AND EMPLOYEE BENEFITS. The Company represents and warrants that the employees provided by the Company to perform the Services are actual employees of the Company, and that the Company shall be responsible for providing all salary and other applicable benefits to each Company employee. The Company further represents, warrants and covenants that it will pay all withholding tax, social security, Medicare, unemployment tax, worker’s compensation and other payments and deductions that are required by law for each Company employee. The Company agrees that the Company employees are not employees of the City. 4.4. INVOICES. Each invoice sent by the Company shall detail all Services performed and delivered which are necessary to entitle the Company to the requested payment under the terms of this Contract. All invoices must include an invoice number and the City purchase order number for purchases made under this Contract. Purchase order numbers will be provided by the City. Invoices must be submitted with lines matching those on the City-provided purchase order. The Company shall email all invoices to cocap@charlottenc.gov. 4.5. DUE DATE OF INVOICES. Payment of invoices shall be due within thirty (30) days after receipt of an accurate, undisputed properly submitted invoice by the City. 4.6. PRE-CONTRACT COSTS. The City shall not be charged for any Services or other work performed by the Company prior to the Effective Date of this Contract. 4.7. AUDIT. During the term of this Contract and for a period of one (1) year after termination of this Contract, the City shall have the right to audit, either itself or through an independent auditor, all books and records and facilities of the Company necessary to evaluate Company’s compliance with the terms and conditions of this Contract or the City’s payment obligations. The City shall pay its own expenses, relating to such audits, but shall not have to pay any expenses or additional costs of the Company. However, if non-compliance is found that would have cost the City in excess of $10,000 but for the audit, then the Company shall be required to reimburse the City for the cost of the audit. 5. TIME IS OF THE ESSENCE. Time is of the essence in having the Company perform all Services and deliver all Deliverables within the time frames provided by this Contract and Exhibit B, including all completion dates, response times and resolution times (the “Completion Dates”). Except as specifically stated in this Contract, there shall be no extensions of the Completion Dates. All references to days in this Contract (including the Exhibits) shall refer to calendar days rather than business days, unless this Contract provides otherwise for a specific situation. 103 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 6. NON-APPROPRIATION OF FUNDS. If the Charlotte City Council does not appropriate the funding needed by the City to make payments under this Contract for any given fiscal year, the City will not be obligated to pay amounts due beyond the end of the last fiscal year for which funds were appropriated. In such event, the City will promptly notify the Company of the non-appropriation and this Contract will be terminated at the end of the fiscal year for which the funds were appropriated. No act or omission by the City, which is attributable to non-appropriation of funds shall constitute a breach of or default under this Contract. 7. COMPANY PROJECT MANAGER. The duties of the Company Project Manager include, but are not limited to: 7.1. Coordination of Project schedules and the Company’s resource assignment based upon the City’s requirements and schedule constraints; 7.2. Management of the overall Project by monitoring and reporting on the status of the Project and actual versus projected progress, and by consulting with the City’s Project Manager when deviations occur and by documenting all such deviations in accordance with agreed upon change control procedures; 7.3. Provision of consultation and advice to the City on matters related to Project implementation strategies, key decisions and approaches, and Project operational concerns/issues and acting as a conduit to the Company’s specialist resources that may be needed to supplement the Company’s normal implementation staff; 7.4. Acting as the Company’s point of contact for all aspects of contract administration, including invoicing for Services, and status reporting; 7.5. Facilitation of review meetings and conferences between the City and the Company’s executives when scheduled or requested by the City; 7.6. Communication among and between the City and the Company’s staff; 7.7. Promptly responding to the City Project Manager when consulted in writing or by E-mail with respect to Project deviations and necessary documentation; 7.8. Identifying and providing the City with timely written notice of all issues that may threaten the Company’s Services in the manner contemplated by the Contract (with “timely” meaning immediately after the Company becomes aware of them); 7.9. Ensuring that adequate quality assurance procedures are in place throughout the Contract; and 7.10. Meeting with other service providers working on City projects that relate to this effort as necessary to resolve problems and coordinate the Services. 8. CITY PROJECT MANAGER. The duties of the City Project Manager are to (i) ensure that the Company delivers all requirements and specifications in the Contract; (ii) coordinate the City’s resource assignment as required to fulfill the City’s obligations pursuant to the Contract; (iii) promptly respond to the Company Project Manager when consulted in writing or by E-mail with respect to project issues; and (iv) act as the City’s point of contact for all aspects of the Services including contract administration and coordination of communication with the City’s staff. The City shall be allowed to change staffing for the City Project Manager position on one (1) business day’s notice to the Company. 9. DUTY OF COMPANY TO IDENTIFY AND REQUEST INFORMATION, PERSONNEL AND FACILITIES. The Company shall identify and request in writing from the City in a timely manner: (i) all information reasonably required by the Company to perform each task comprising the Services, (ii) the City’s personnel whose presence or assistance reasonably may be required by the Company to perform each task comprising the Services, and (iii) any other equipment, facility or resource reasonably required by the Company to perform the Services. Notwithstanding the foregoing, the Company shall not be entitled to request that the City provide information, personnel or facilities other 104 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 than those that Exhibit B specifically requires the City to provide, unless the City can do so at no significant cost. The Company shall not be relieved of any failure to perform under this Contract by virtue of the City’s failure to provide any information, personnel, equipment, facilities or resources: (i) that the Company failed to identify and request in writing from the City pursuant to this Section; or (ii) that the City is not required to provide pursuant to this Contract. In the event the City fails to provide any information, personnel, facility or resource that it is required to provide under this Section, the Company shall notify the City in writing immediately in accordance with the notice provision of this Contract. Failure to do so shall constitute a waiver by Company of any claim or defense it may otherwise have based on the City’s failure to provide such information, personnel, facility or resource. 10. COMPANY PERSONNEL REMOVAL, REPLACEMENT, PROMOTION, ETC. The City will have the right to require the removal and replacement of any personnel of the Company or the Company’s subcontractors who are assigned to provide Services to the City based on experience, qualifications, performance, conduct, compatibility, and violation of City policy or any other reasonable grounds. The addition or promotion of any personnel to key positions within the Project must be approved by the City in writing. The Company will replace any personnel that leave the Project, with persons having at least equivalent qualifications who are approved by the City in writing. As used in this Contract, the “personnel” includes all staff provided by the Company or its subcontractors. 11. BACKGROUND CHECKS. Prior to starting work under this Contract, the Company is required to conduct a background check on each Company employee assigned to work under this Contract, and shall require its subcontractors (if any) to perform a background check on each of their employees assigned to work under this Contract (collectively, the “Background Checks”). Each Background Check must include: (i) the person’s criminal conviction record from the states and counties where the person lives or has lived in the past seven (7) years; and (ii) a reference check. After starting work under this Contract, the Company is required to perform a Background Check for each new Company employee assigned to work under this Contract during that year, and shall require its subcontractors (if any) to do the same for each of their employees. If the Company undertakes a new project under this Contract, then prior to commencing performance of the project the Company shall perform a Background Check for each Company employee assigned to work on the project, and shall require its subcontractors (if any) to do the same for each of their employees. If a person’s duties under this Contract fall within the categories described below, the Background Checks that the Company will be required to perform (and to have its subcontractors perform) shall also include the following additional investigation:  If the job duties require driving: A motor vehicle records check.  If the job duties include responsibility for initiating or affecting financial transactions: A credit history check.  If job duties include entering a private household or interaction with children: A sexual offender registry check. The Company must follow all State and Federal laws when conducting Background Checks, including but not limited to the Fair Credit Reporting Act requirements, and shall require its subcontractors to do the same. The Company shall notify the City of any information discovered in the Background Checks that may be of potential concern for any reason. The City may conduct its own background checks on principals of the Company as the City deems appropriate. By operation of the public records law, background checks conducted by the City are subject to public review upon request. 105 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 12. ACCEPTANCE OF TASKS AND DELIVERABLES. Within a reasonable time after a particular Deliverable has been completed (or such specific time as may be set forth in Exhibit B), the Company shall submit a written notice to the City’s Project Manager stating the Deliverable(s) that have been met. This notice shall include a signature page for sign-off by the City Project Manager indicating acceptance of such Deliverable(s). If the City Project Manager is not satisfied that the Deliverable(s) has been met, a notice of rejection (a “Rejection Notice”) shall be submitted to the Company by the City Project Manager that specifies the nature and scope of the deficiencies that the City wants corrected. Upon receipt of a Rejection Notice, the Company shall: (i) act diligently and promptly to correct all deficiencies identified in the Rejection Notice, and (ii) immediately upon completing such corrections give the City a written, dated certification that all deficiencies have been corrected (the “Certification”). In the event the Company fails to correct all deficiencies identified in the Rejection Notice and provide a Certification within thirty (30) days after receipt of the Rejection Notice, the City shall be entitled to terminate this Contract for default without further obligation to the Company and without obligation to pay for the defective work. Upon receipt of the corrected Deliverable(s), or a Certification, whichever is later, the above-described Acceptance procedure shall recommence. The City shall not be obligated to allow the Company to recommence curative action with respect to any deficiency previously identified in a Rejection Notice, or more than once for any given Deliverable (and shall be entitled to terminate this Contract for default if the Company does not meet this time frame). 13. NON-EXCLUSIVITY. The Company acknowledges that it is one of several providers of Professional Services to the City and the City does not represent that it is obligated to contract with the Company for any particular project. 14. EACH PARTY TO BEAR ITS OWN NEGOTIATION COSTS. Each party shall bear its own cost of negotiating this Contract and developing the exhibits. The City shall not be charged for any Services or other work performed by the Company prior to the Effective Date. 15. REPRESENTATIONS AND WARRANTIES OF COMPANY. 15.1. GENERAL WARRANTIES. 15.1.1. The Services shall satisfy all requirements set forth in this Contract, including but not limited to the attached Exhibits; 15.1.2. The Company has taken and will continue to take sufficient precautions to ensure that it will not be prevented from performing all or part of its obligations under this Contract by virtue of interruptions in the computer systems used by the Company; 15.1.3. All Services performed by the Company and/or its subcontractors pursuant to this Contract shall meet the highest industry standards and shall be performed in a professional and workmanlike manner by staff with the necessary skills, experience and knowledge; 15.1.4. Neither the Services nor any Deliverables provided by the Company under this Contract will infringe or misappropriate any patent, copyright, trademark or trade secret rights of any third party; 15.1.5. The Company and each Company employee provided by the Company to the City shall have the qualifications, skills and experience necessary to perform the Services described or referenced in Exhibit B; 15.1.6. All information provided by the Company about each Company employee is accurate; and 15.1.7. Each Company employee is an employee of the Company, and the Company shall make all payments and withholdings required for by law for the Company for such 106 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 employees. 15.2. ADDITIONAL WARRANTIES. The Company further represents and warrants that: 15.2.1. It is a legal entity and if incorporated, duly incorporated, validly existing and in good standing under the laws of the state of its incorporation or licensing and is qualified to do business in North Carolina; 15.2.2. It has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Contract; 15.2.3. The execution, delivery, and performance of this Contract have been duly authorized by the Company; 15.2.4. No approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Contract; 15.2.5. In connection with its obligations under this Contract, it shall comply with all applicable federal, state and local laws and regulations and shall obtain all applicable permits and licenses; and 15.2.6. The performance of this Contract by the Company and each Company employee provided by the Company will not violate any contracts or agreements with third parties or any third party rights (including but not limited to non-compete agreements, non-disclosure agreements, patents, trademarks or intellectual property rights). 16. OTHER OBLIGATIONS OF THE COMPANY. 16.1. WORK ON CITY’S PREMISES. The Company and all its employees will, whenever on the City's premises, obey all instructions and City policies that are provided with respect to performing Services on the City’s premises. 16.2. RESPECTFUL AND COURTEOUS BEHAVIOR. The Company shall assure that its employees interact with City employees and the public in a courteous, helpful and impartial manner. All employees of the Company in both field and office shall refrain from belligerent behavior and/or profanity. Correction of any such behavior and language shall be the responsibility of the Company. 16.3. REPAIR OR REPLACEMENT OF DAMAGED EQUIPMENT OR FACILITIES. In the event that the Company causes damage to the City’s equipment or facilities, the Company shall, at its own expense, promptly repair or replace such damaged items to restore them to the same level of functionality that they possessed prior to the Company’s action. 16.4. REGENERATION OF LOST OR DAMAGED DATA. With respect to any data that the Company or any Company employees have negligently lost or negligently damaged, the Company shall, at its own expense, promptly replace or regenerate such data from the City's machine-readable supporting material, or obtain, at the Company's own expense, a new machine-readable copy of lost or damaged data from the City’s data sources. 16.5. NC E-VERIFY REQUIREMENT. The Company shall comply with the requ irements of Article 2 of Chapter 64 of the North Carolina General Statutes, and shall require each of its subcontractors to do so as well. 16.6. NC PROHIBITION ON CONTRACTS WITH COMPANIES THAT INVEST IN IRAN OR BOYCOTT ISRAEL. Company certifies that: (i) it is not identified on the Final Divestment List or any other list of prohibited investments created by the NC State Treasurer pursuant to N.C.G.S. 147-86.58 (collectively, the “Treasurer’s IDA List”); (ii) it has not been designated by the NC State Treasurer pursuant to N.C.G.S. 147-86.81 as a company engaged in the boycott of Israel (such designation being referred to as the “Treasurer’s IB List”); and (iii) it will not 107 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 take any action causing it to appear on the Treasurer’s IDA List or the Treasurer’s IB List during the term of this Contract. In signing this Contract Company further agrees, as an independent obligation, separate and apart from this Contract, to reimburse the City for any and all damages, costs and attorneys’ fees incurred by the City in connection with any claim that this Contract or any part thereof is void due to Company appearing on the Treasurer’s IDA List or the Treasurer’s IB List at any time before or during the term of this Contract. 17. REMEDIES. 17.1. RIGHT TO COVER. If the Company fails to meet any completion date or resolution time set forth in this Contract (including the Exhibits) or the Project Plan, the City may take any of the following actions with or without terminating this Contract, and in addition to and without limiting any other remedies it may have: a. Employ such means as it may deem advisable and appropriate to perform itself or obtain the Services from a third party until the matter is resolved and the Company is again able to resume performance under this Contract; and b. Deduct any and all expenses incurred by the City in obtaining or performing the Services from any money then due or to become due the Company and, should the City’s cost of obtaining or performing the services exceed the amount due the Company, collect the amount due from the Company. 17.2. RIGHT TO WITHHOLD PAYMENT. If the Company breaches any provision of this Contract, the City shall have a right to withhold all payments due to the Company until such breach has been fully cured. 17.3. SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF. The Company agrees that monetary damages are not an adequate remedy for the Company’s failure to provide the Services or Deliverables as required by this Contract, nor could monetary damages be the equivalent of the performance of such obligation. Accordingly, the Company hereby consents to an order granting specific performance of such obligations of the Company in a court of competent jurisdiction within the State of North Carolina. The Company further consents to the City obtaining injunctive relief (including a temporary restraining order) to assure performance in the event the Company breaches this Contract. 17.4. SETOFF. Each party shall be entitled to setoff and deduct from any amounts owed to the other party pursuant to this Contract all damages and expenses incurred or reasonably anticipated as a result of the other party’s breach of this Contract. 17.5. OTHER REMEDIES. Upon breach of this Contract, each party may seek all legal and equitable remedies to which it is entitled. The remedies set forth herein shall be deemed cumulative and not exclusive and may be exercised successively or concurrently, in addition to any other available remedy. 18. TERM AND TERMINATION OF CONTRACT. 18.1. TERM. This Contract shall commence on the Effective Date and shall continue in effect for five (5) years with the City having the unilateral right to renew for two (2) additional consecutive one (1) year terms. 18.2. TERMINATION FOR CONVENIENCE. The City may terminate this Contract at any time without cause by giving thirty (30) days prior written notice to the Company. As soon as practicable after receipt of a written notice of termination without cause, the Company shall submit a statement to the City showing in detail the Services performed under this Contract through the date of termination. The foregoing payment obligation is contingent upon: (i) the Company having fully complied with Section 18.8; and (ii) the Company having provided the City with written documentation reasonably adequate to verify the number of hours of Services rendered through the termination date and the percentage of completion of each task. 108 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 18.3. TERMINATION FOR DEFAULT BY EITHER PARTY. By giving written notice to the other party, either party may terminate this Contract upon the occurrence of one or more of the following events: a. The other party violates or fails to perform any covenant, provision, obligation, term or condition contained in this Contract, provided that, unless otherwise stated in this Contract, such failure or violation shall not be cause for termination if both of the following conditions are satisfied: (i) such default is reasonably susceptible to cure; and (ii) the other party cures such default within thirty (30) days of receipt of written notice of default from the non-defaulting party; or b. The other party attempts to assign, terminate or cancel this Contract contrary to the terms hereof; or c. The other party ceases to do business as a going concern, makes an assignment for the benefit of creditors, admits in writing its inability to pay debts as they become due, files a petition in bankruptcy or has an involuntary bankruptcy petition filed against it (except in connection with a reorganization under which the business of such party is continued and performance of all its obligations under the Contract shall continue), or if a receiver, trustee or liquidator is appointed for it or any substantial part of other party’s assets or properties. Any notice of default shall identify this Section of this Contract and shall state the party’s intent to terminate this Contract if the default is not cured within the specified period. Notwithstanding anything contained herein to the contrary, upon termination of this Contract by the Company for default, the Company shall continue to perform the Services required by this Contract for the lesser of: (i) six (6) months after the date the City receives the Company’s written termination notice; or (ii) the date on which the City completes its transition to a new service provider. 18.4. ADDITIONAL GROUNDS FOR DEFAULT TERMINATION BY THE CITY. By giving written notice to the Company, the City may also terminate this Contract upon the occurrence of one or more of the following events (which shall each constitute separate grounds for termination without a cure period and without the occurrence of any of the other events of default previously listed): a. Failure of the Company to complete a particular task by the completion date set forth in this Contract; b. The Company makes or allows to be made any material written misrepresentation or provides any materially misleading written information in connection with this Contract, the Company’s Proposal, or any covenant, agreement, obligation, term or condition contained in this Contract; or c. The Company takes or fails to take any action which constitutes grounds for immediate termination under the terms of this Contract, including but not limited to failure to obtain or maintain the insurance policies and endorsements as required by this Contract, or failure to provide the proof of insurance as required by this Contract. 18.5. NO SUSPENSION. In the event that the City disputes in good faith an allegation of default by the Company, notwithstanding anything to the contrary in this Contract, the Company agrees that it will not terminate this Contract or suspend or limit the Services or any warranties or repossess, disable or render unusable any software supplied by the Company, unless (i) the parties agree in writing, or (ii) an order of a court of competent jurisdiction determines otherwise. 18.6. CANCELLATION OF ORDERS AND SUBCONTRACTS. In the event this Contract is terminated by the City for any reason prior to the end of the term, the Company shall, upon 109 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 termination, immediately discontinue all service in connection with this Contract and promptly cancel all existing orders and subcontracts, which are chargeable to this Contract. As soon as practicable after receipt of notice of termination, the Company shall submit a statement to the City showing in detail the Services performed under this Contract to the date of termination. 18.7. AUTHORITY TO TERMINATE. The following persons are authorized to terminate this Contract on behalf of the City: (i) the City Manager, any Assistant City Manager, or any designee of the City Manager; or (ii) the Department Director of the City Department responsible for administering this Contract. 18.8. OBLIGATIONS UPON EXPIRATION OR TERMINATION. Upon expiration or termination of this Contract, the Company shall promptly return to the City (i) all computer programs, files, documentation, media, related material and any other material and equipment that are owned by the City; (ii) all Deliverables that have been completed or that are in process as of the date of termination; and (iii) a written statement describing in detail all work performed with respect to Deliverables which are in process as of the date of termination. The expiration or termination of this Contract shall not relieve either party of its obligations regarding “Confidential Information,” as defined in this Contract. 18.9. NO EFFECT ON TAXES, FEES, CHARGES OR REPORTS. Any termination of this Contract shall not relieve the Company of the obligation to pay any fees, taxes or other charges then due to the City, nor relieve the Company of the obligation to file any daily, monthly, quarterly or annual reports covering the period to termination nor relieve the Company from any claim for damages previously accrued or then accruing against the Company. 18.10. OTHER REMEDIES. The remedies set forth in this Section and Section 19 shall be deemed cumulative and not exclusive, and may be exercised successively or concurrently, in addition to any other remedies available under this Contract or at law or in equity. 19. TRANSITION SERVICES UPON TERMINATION. Upon termination or expiration of this Contract, the Company shall cooperate with the City to assist with the orderly transfer of the Services provided by the Company to the City. Prior to termination or expiration of this Contract, the City may require the Company to perform and, if so required, the Company shall perform certain transition services necessary to shift the Services of the Company to another provider or to the City itself as described below (the “Transition Services”). Transition Services may include but shall not be limited to the following:  Working with the City to jointly develop a mutually agreed upon Transition Services Plan to facilitate the termination of the Services;  Notifying all affected service providers and subcontractors of the Company;  Performing the Transition Services;  Answering questions regarding the Services on an as-needed basis; and  Providing such other reasonable services needed to effectuate an orderly transition to a new service provider. 20. CHANGES. In the event changes to the Services (collectively “Changes”), become necessary or desirable to the parties, the parties shall follow the procedures set forth in this Section. A Change shall be effective only when documented by a written, dated agreement executed by both parties that expressly references and is attached to this Contract (a “Change Statement”). The Change Statement shall set forth in detail: (i) the Change requested, including all modifications of the duties of the parties; (ii) the reason for the proposed Change; and (iii) a detailed analysis of the impact of the Change on the results of the Services and time for completion of the Services, including the impact on all Milestones and delivery dates and any associated price. 110 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 In the event either party desires a Change, the Project Manager for such party shall submit to the other party’s Project Manager a proposed Change Statement. If the receiving party does not accept the Change Statement in writing within ten (10) days, the receiving party shall be deemed to have rejected the Change Statement. If the parties cannot reach agreement on a proposed Change, the Company shall nevertheless continue to render performance under this Contract in accordance with its (unchanged) terms and conditions. Changes that involve or increase in the amounts payable by the City may require execution by the City Manager or a designee depending on the amount. Some increases may also require approval by Charlotte City Council. 21. CITY OWNERSHIP OF WORK PRODUCT. 21.1. The parties agree that the City shall have exclusive ownership of all reports, documents, designs, ideas, materials, reports, concepts, plans, creative works, and other work product developed for or provided to the City in connection with this Contract, and all patent rights, copyrights, trade secret rights and other intellectual property rights relating thereto (collectively the “Intellectual Property”). The Company hereby assigns and transfers all rights in the Intellectual Property to the City. The Company further agrees to execute and deliver such assignments and other documents as the City may later require to perfect, maintain and enforce the City’s rights as sole owner of the Intellectual Property, including all rights under patent and copyright law. The Company hereby appoints the City as attorney in fact to execute all such assignments and instruments and agree that its appointment of the City as an attorney in fact is coupled with an interest and is irrevocable. 21.2. The City grants the Company a royalty-free, non-exclusive license to use and copy the Intellectual Property to the extent necessary to perform this Contract. The Company shall not be entitled to use the Intellectual Property for other purposes without the City’s prior written consent, and shall treat the Intellectual Property as “Confidential Information” pursuant to Section 25 of the Contract. 21.3. The Company will treat as Confidential Information under the Confidentiality and Non- Disclosure Contract all data in connection with the Contract. City data processed by the Company shall remain the exclusive property of the City. The Company will not reproduce, copy, duplicate, disclose, or in any way treat the data supplied by the City in any manner except that contemplated by the Contract. 22. RELATIONSHIP OF THE PARTIES. The relationship of the parties established by this Contract is solely that of independent contractors, and nothing contained in this Contract shall be construed to (i) give any party the power to direct or control the day-to-day administrative activities of the other; or (ii) constitute such parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking; or (iii) make either party an agent of the other, or any Company employee an agent or employee of the City, for any purpose whatsoever. Neither party nor its agents or employees is the representative of the other for any purpose, and neither has power or authority to act as agent or employee to represent, to act for, bind, or otherwise create or assume any obligation on behalf of the other. 23. INDEMNIFICATION. To the fullest extent permitted by law, the Company shall indemnify, defend and hold harmless each of the “Indemnitees” (as defined below) from and against any and all “Charges” (as defined below) paid or incurred as a result of any claims, demands, lawsuits, actions, or proceedings: (i) alleging violation, misappropriation or infringement of any copyright, trademark, patent, trade secret or other proprietary rights with respect to the Services or any products or deliverables provided to the City pursuant to this Contract (“Infringement Claims”); (ii) seeking payment for labor or materials purchased or supplied by the Company or its subcontractors in connection with this Contract; (iii) arising from the Company’s failure to perform its obligations under this Contract, or from any act of negligence or willful misconduct by the Company or any of its agents, employees or subcontractors 111 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 relating to this Contract, including but not limited to any liability caused by an accident or other occurrence resulting in bodily injury, death, sickness or disease to any person(s) or damage or destruction to any property, real or personal, tangible or intangible; or (iv) arising from any claim that the Company or an employee or subcontractor of the Company is an employee of the City, including but not limited to claims relating to worker’s compensation, failure to withhold taxes and the like. For purposes of this Section: (i) the term “Indemnitees” means the City, any federal agency that funds all or part of this Contract, and each of the City’s and such federal agency’s officers, officials, employees, agents and independent contractors (excluding the Company); and (ii) the term “Charges” means any and all losses, damages, costs, expenses (including reasonable attorneys’ fees), obligations, duties, fines, penalties, royalties, interest charges and other liabilities (including settlement amounts). If an Infringement Claim occurs, the Company shall either: (i) procure for the City the right to continue using the affected product or service; or (ii) repair or replace the infringing product or service so that it becomes non-infringing, provided that the performance of the overall product(s) and service(s) provided to the City shall not be adversely affected by such replacement or modification. If the Company is unable to comply with the preceding sentence within thirty (30) days after the City is directed to cease use of a product or service, the Company shall promptly refund to the City all amounts paid under this Contract. This Section 23 shall remain in force despite termination of this Contract (whether by expiration of the term or otherwise). 24. SUBCONTRACTING. Should the Company choose to subcontract, the Company shall be the prime contractor and shall remain fully responsible for performance of all obligations that it is required to perform under the Contract. Any subcontract entered into by Company shall name the City as a third party beneficiary. 25. CONFIDENTIAL INFORMATION. 25.1. CONFIDENTIAL INFORMATION. Confidential Information includes any information, not generally known in the relevant trade or industry, obtained from the City or its vendors or licensors or which falls within any of the following general categories: 25.1.1. Trade secrets. For purposes of this Contract, trade secrets consist of information of the City or any of its suppliers, contractors or licensors: (a) that derives value from being secret; and (b) that the owner has taken reasonable steps to keep confidential. Examples of trade secrets include information relating to proprietary software, new technology, new products or services, flow charts or diagrams that show how things work, manuals that tell how things work and business processes and procedures. 25.1.2. Information of the City or its suppliers, contractors or licensors marked “Confidential” or “Proprietary.” 25.1.3. Information relating to criminal investigations conducted by the City, and records of criminal intelligence information compiled by the City. 25.1.4. Information contained in the City’s personnel files, as defined by N.C. Gen. Stat. 160A- 168. This consists of all information gathered and/or maintained by the City about employees, except for that information which is a matter of public record under North Carolina law. 25.1.5. Citizen or employee social security numbers collected by the City. 25.1.6. Computer security information of the City, including all security features of electronic data processing, or information technology systems, telecommunications networks and electronic security systems. This encompasses but is not limited to passwords and security standards, procedures, processes, configurations, software and codes. 25.1.7. Local tax records of the City that contains information about a taxpayer’s income or 112 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 receipts. 25.1.8. Any attorney / City privileged information disclosed by either party. 25.1.9. Any data collected from a person applying for financial or other types of assistance, including but not limited to their income, bank accounts, savings accounts, etc. 25.1.10. The name or address of individual homeowners who, based on their income, have received a rehabilitation grant to repair their home. 25.1.11. Building plans of city-owned buildings or structures, as well as any detailed security plans. 25.1.12. Billing information of customers compiled and maintained in connection with the City providing utility services. 25.1.13. Other information that is exempt from disclosure under the North Carolina public records laws. Categories stated in Sections 25.1.3 through 25.1.13 above constitute “Highly Restricted Information,” as well as Confidential Information. The Company acknowledges that certain Highly Restricted Information is subject to legal restrictions beyond those imposed by this Contract, and agrees that: (i) all provisions in this Contract applicable to Confidential Information shall apply to Highly Restricted Information; and (ii) the Company will also comply with any more restrictive instructions or written policies that may be provided by the City from time to time to protect the confidentiality of Highly Restricted Information. The parties acknowledge that in addition to information disclosed or revealed after the date of this Contract, the Confidential Information shall include information disclosed or revealed within one (1) year prior to the date of this Contract. 25.2. RESTRICTIONS. The Company shall keep the Confidential Information in the strictest confidence, in the manner set forth below: 25.2.1. It shall not copy, modify, enhance, compile or assemble (or reverse compile or disassemble), or reverse engineer Confidential Information. 25.2.2. It shall not, directly or indirectly, disclose, divulge, reveal, report or transfer Confidential Information of the other to any third party or to any individual employed by the Company, other than an employee, agent, subcontractor or vendor of the City or Company who: (i) has a need to know such Confidential Information, and (ii) has executed a confidentiality agreement incorporating substantially the form of this Section of the Contract and containing all protections set forth herein. 25.2.3. It shall not use any Confidential Information of the City for its own benefit or for the benefit of a third party, except to the extent such use is authorized by this Contract or other written agreements between the parties hereto, or is for the purpose for which such Confidential Information is being disclosed. 25.2.4. It shall not remove any proprietary legends or notices, including copyright notices, appearing on or in the Confidential Information of the other. 25.2.5. The Company shall use its best efforts to enforce the proprietary rights of the City and the City’s vendors, licensors and suppliers (including but not limited to seeking injunctive relief where reasonably necessary) against any person who has possession of or discloses Confidential Information in a manner not permitted by this Contract. 25.2.6. In the event that any demand is made in litigation, arbitration or any other proceeding for disclosure of Confidential Information, the Company shall assert this Contract as a ground for refusing the demand and, if necessary, shall seek a protective order or other 113 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 appropriate relief to prevent or restrict and protect any disclosure of Confidential Information. 25.2.7. All materials which constitute, reveal or derive from Confidential Information shall be kept confidential to the extent disclosure of such materials would reveal Confidential Information, and unless otherwise agreed, all such materials shall be returned to the City or destroyed upon satisfaction of the purpose of the disclosure of such information. 25.3. EXCEPTIONS. The parties agree that the Company shall have no obligation with respect to any Confidential Information which the Company can establish: 25.3.1. Was already known to the Company prior to being disclosed by the disclosing party; 25.3.2. Was or becomes publicly known through no wrongful act of the Company; 25.3.3. Was rightfully obtained by the Company from a third party without similar restriction and without breach hereof; 25.3.4. Was used or disclosed by the Company with the prior written authorization of the City; 25.3.5. Was disclosed pursuant to the requirement or request of a governmental agency, which disclosure cannot be made in confidence, provided that, in such instance, the Company shall first give to the City notice of such requirement or request; 25.3.6. Was disclosed pursuant to the order of a court of competent jurisdiction or a lawfully issued subpoena, provided that the Company shall take use its best efforts to obtain an agreement or protective order providing that, to the greatest possible extent possible, this Contract will be applicable to all disclosures under the court order or subpoena. 25.4. UNINTENTIONAL DISCLOSURE. Notwithstanding anything contained herein in to the contrary, in the event that the Company is unintentionally exposed to any Confidential Information of the City, the Company agrees that it shall not, directly or indirectly, disclose, divulge, reveal, report or transfer such Confidential Information to any person or entity or use such Confidential Information for any purpose whatsoever. 25.5. REMEDIES. The Company acknowledges that the unauthorized disclosure of the Confidential Information of the City will diminish the value of the proprietary interests therein. Accordingly, it is agreed that if the Company breaches its obligations hereunder, the City shall be entitled to equitable relief to protect its interests, including but not limited to injunctive relief, as well as monetary damages. 26. INSURANCE. 26.1. TYPES OF INSURANCE. The Company shall obtain and maintain during the life of this Contract, with an insurance company rated not less than “A” by A.M. Best, authorized to do business in the State of North Carolina, acceptable to the Charlotte-Mecklenburg, Risk Management Division the following insurance: 26.1.1. Automobile Liability - Bodily injury and property damage liability covering all owned, non-owned and hired automobiles for limits of not less than $1,000,000 bodily injury each person, each accident and $1,000,000 property damage, or $1,000,000 combined single limit - bodily injury and property damage. 26.1.2. Commercial General Liability - Bodily injury and property damage liability as shall protect the Company and any subcontractor performing Services under this Contract, from claims of bodily injury or property damage which arise from performance of this Contract, whether such operations are performed by the Company, any subcontractor, or anyone directly or indirectly employed by either. The amounts of such insurance shall not be less than $1,000,000 bodily injury each occurrence/aggregate and 114 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 $1,000,000 property damage each occurrence/aggregate, or $1,000,000 bodily injury and property damage combined single limits each occurrence/aggregate. This insurance shall include coverage for products, operations, personal and advertising injury, and contractual liability, assumed under the indemnity provision of this Contract. 26.1.3. Workers’ Compensation and Employers Liability - meeting the statutory requirements of the State of North Carolina, $100,000 per accident limit, $500,000 disease per policy limit, $100,000 disease each employee limit. The Company shall not commence any Services in connection with this Contract until it has obtained all of the foregoing types of insurance and such insurance has been approved by the City. The Company shall not allow any subcontractor to commence Services on its subcontract until all similar insurance required of the subcontractor has been obtained and approved. 26.2. OTHER INSURANCE REQUIREMENTS. 26.2.1. The City shall be exempt from, and in no way liable for any sums of money, which may represent a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the Company and/or subcontractor providing such insurance. 26.2.2. The City of Charlotte shall be named as an additional insured for operations or services rendered under the general liability coverage. The Company’s insurance shall be primary of any self-funding and/or insurance otherwise carried by the City for all loss or damages arising from the Company’s operations under this agreement. 26.2.3. Certificates of such insurance will be furnished to the City and shall contain the provision that the City be given thirty (30) days’ written notice of any intent to amend coverage reductions or material changes or terminate by either the insured or the insuring Company. 26.2.4. Should any or all of the required insurance coverage be self-funded/self-insured, a copy of the Certificate of Self-Insurance or other documentation from the North Carolina Department of Insurance shall be furnished to the City. 26.2.5. If any part of the Services under this Contract is sublet, the subcontractor shall be required to meet all insurance requirements as listed above. However, this will in no way relieve the Company from meeting all insurance requirements or otherwise being responsible for the subcontractor. 27. COMMERCIAL NON-DISCRIMINATION. As a condition of entering into this Contract, the Company represents and warrants that it will fully comply with the City's Commercial Non- Discrimination Policy, as described in Section 2, Article V of the Charlotte City Code, and consents to be bound by the award of any arbitration conducted thereunder. As part of such compliance, the Company shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, age or disability in the solicitation, selection, hiring, or treatment of subcontractors, vendors or suppliers in connection with a City contract or contract solicitation process, nor shall the Company retaliate against any person or entity for reporting instances of such discrimination. The Company shall provide equal opportunity for subcontractors, vendors and suppliers to participate in all of its subcontracting and supply opportunities on City contracts, provided that nothing contained in this clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace discrimination that has occurred or is occurring in the marketplace. The Company understands and agrees that a violation of this clause shall be considered a material breach of this Contract and may result in termination of this Contract, disqualification of the Company from participating in City contracts or other sanctions. As a condition of entering into this Contract, the Company agrees to: (i) promptly provide to the City in a format specified by the City all information and documentation that may be requested by the City 115 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 from time to time regarding the solicitation, selection, treatment and payment of subcontractors in connection with this Contract; and (ii) if requested, provide to the City within sixty days after the request a truthful and complete list of the names of all subcontractors, vendors, and suppliers that the Company has used on City contracts in the past five years, including the total dollar amount paid by the Company on each subcontract or supply contract. The Company further agrees to fully cooperate in any investigation conducted by the City pursuant to the City’s Non-Discrimination Policy, to provide any documents relevant to such investigation that are requested by the City, and to be bound by the award of any arbitration conducted under such Policy. The Company agrees to provide to the City from time to time on the City’s request, payment affidavits detailing the amounts paid by the Company to subcontractors and suppliers in connection with this Contract within a certain period of time. Such affidavits shall be in the format specified by the City from time to time. The Company understands and agrees that violation of this Commercial Non-Discrimination provision shall be considered a material breach of this Contract and may result in contract termination, disqualification of the Company from participating in City contracts and other sanctions. 28. NOTICES. Any notice, consent or other communication required or contemplated by this Contract shall be in writing, and shall be delivered in person, by U.S. mail, by overnight courier, by electronic mail or by telefax to the intended recipient at the address set forth below. Notice shall be effective upon the date of receipt by the intended recipient; provided that any notice which is sent by telefax or electronic mail shall also be simultaneously sent by mail deposited with the U.S. Postal Service or by overnight courier. Each party may change its address for notification purposes by giving the other party written notice of the new address and the date upon which it shall become effective. Communications that relate to any breach, default, termination, delay in performance, prevention of performance, modification, extension, amendment, or waiver of any provision of this Contract shall be sent to: For the Company: For the City: Kay Elmore City of Charlotte City Procurement 600 East Fourth Street, 9th Floor Charlotte, NC 28202 Phone: Phone: 704-336-2524 Fax: Fax: 704-632-8252 E-mail: E-mail: kelmore@charlottenc.gov With Copy To: With Copy To: Adam Jones City of Charlotte City Attorney’s Office 600 East Fourth Street, 15th Floor Charlotte, NC 28202 Phone: Phone: 704-336-3012 E-mail: E-mail: amjones@charlottenc.gov All other notices shall be sent to the other party’s Project Manager at the most recent address provided in writing by the other party. 116 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 29. MISCELLANEOUS. 29.1. ENTIRE AGREEMENT. This Contract is the entire agreement between the parties with respect to its subject matter, and there are no other representations, understandings, or agreements between the parties with respect to such subject matter. This Contract supersedes all prior agreements, negotiations, representations and proposals, written or oral. 29.2. AMENDMENT. No amendment or change to this Contract shall be valid unless in writing and signed by both parties to this Contract. 29.3. GOVERNING LAW AND JURISDICTION. The parties acknowledge that this Contract is made and entered into in Charlotte, North Carolina, and will be performed in Charlotte, North Carolina. The parties further acknowledge and agree that North Carolina law shall govern all the rights, obligations, duties and liabilities of the parties under this Contract, and that North Carolina law shall govern interpretation and enforcement of this Contract and any other matters relating to this Contract (all without regard to North Carolina conflicts of law principles). The parties further agree that any and all legal actions or proceedings relating to this Contract shall be brought in a state or federal court sitting in Mecklenburg County, North Carolina. By the execution of this Contract, the parties submit to the jurisdiction of said courts and hereby irrevocably waive any and all objections, which they may have with respect to venue in any court sitting in Mecklenburg County, North Carolina. 29.4. BINDING NATURE AND ASSIGNMENT. This Contract shall bind the parties and their successors and permitted assigns. Neither party may assign any of the rights and obligations thereunder without the prior written consent of the other. Any assignment attempted without the written consent of the other party shall be void. 29.5. CITY NOT LIABLE FOR DELAYS. It is agreed that the City shall not be liable to the Company, its agents or representatives or any subcontractor for or on account of any stoppages or delay in the performance of any obligations of the City or any other party hereunder caused by injunction or other legal or equitable proceedings or on account of any other delay for any cause beyond the City’s reasonable control. The City shall not be liable under any circumstances for lost profits or any other consequential, special or indirect damages. 29.6. FORCE MAJEURE. 29.6.1. The Company shall be not liable for any failure or delay in the performance of its obligations pursuant to this Contract (and such failure or delay shall not be deemed a default of this Contract or grounds for termination hereunder if all of the following conditions are satisfied: (i) if such failure or delay: (a) could not have been prevented by reasonable precaution, and (b) cannot reasonably be circumvented by the non- performing party through the use of alternate sources, work-around plans, or other means; and (ii) if and to the extent such failure or delay is caused, directly or indirectly, by fire, flood, earthquake, hurricane, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or court order. 29.6.2. Upon the occurrence of an event which satisfies all of the conditions set forth above (a “Force Majeure Event”) the Company shall be excused from any further performance of those of its obligations pursuant to this Contract affected by the Force Majeure Event for as long as (i) such Force Majeure Event continues; and (ii) the Company continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay. 29.6.3. Upon the occurrence of a Force Majeure Event, the Company shall immediately notify the City by telephone (to be confirmed by written notice within two (2) days of the inception of the failure or delay) of the occurrence of a Force Majeure Event and shall describe in reasonable detail the nature of the Force Majeure Event. If any Force Majeure Event prevents the Company from performing its obligations for more than 117 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 five (5) days, the City may terminate this Contract. 29.6.4. Strikes, slow-downs, walkouts, lockouts, and individual disputes are not excused under this provision. 29.7. SEVERABILITY. The invalidity of one or more of the phrases, sentences, clauses or sections contained in this Contract shall not affect the validity of the remaining portion of the Contract so long as the material purposes of the Contract can be determined and effectuated. If any provision of this Contract is held to be unenforceable, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is unenforceable, and this Contract shall be deemed amended by modifying such provision to the extent necessary to make it enforceable while preserving its intent. 29.8. NO PUBLICITY. No advertising, sales promotion or other materials of the Company or its agents or representations may identify or reference this Contract or the City in any manner absent the written consent of the City. 29.9. APPROVALS. All approvals or consents required under this Contract must be in writing. 29.10. WAIVER. No delay or omission by either party to exercise any right or power it has under this Contract shall impair or be construed as a waiver of such right or power. A waiver by either party of any covenant or breach of this Contract shall not be constitute or operate as a waiver of any succeeding breach of that covenant or of any other covenant. No waiver of any provision of this Contract shall be effective unless in writing and signed by the party waiving the rights. 29.11. SURVIVAL OF PROVISIONS. The following sections of this Contract shall survive the termination hereof: Section 4.3 “Employment Taxes and Employee Benefits” Section 15 “Representations and Warranties of Company” Section 18 “Term and Termination of Contract” Section 21 “City Ownership of Work Product” Section 23 “Indemnification” Section 25 “Confidential Information” Section 26 “Insurance” Section 28 “Notices and Principal Contacts” Section 29 “Miscellaneous” 29.12. CHANGE IN CONTROL. In the event of a change in “Control” of the Company (as defined below), the City shall have the option of terminating this Contract by written notice to the Company. The Company shall notify the City within ten (10) days of the occurrence of a change in control. As used in this Contract, the term “Control” shall mean the possession, direct or indirect, of either (i) the ownership of or ability to direct the voting of, as the case may be fifty- one percent (51%) or more of the equity interests, value or voting power in the Company or (ii) the power to direct or cause the direction of the management and policies of the Company whether through the ownership of voting securities, by contract or otherwise. 29.13. DRAFTER’S PROTECTION. Each of the Parties has agreed to the use of the particular language of the provisions of this Contract and any questions of doubtful interpretation shall not be resolved by any rule or interpretation against the drafters, but rather in accordance with the fair meaning thereof, having due regard to the benefits and rights intended to be conferred upon the Parties hereto and the limitations and restrictions upon such rights and benefits intended to be provided. 29.14. FAMILIARITY AND COMPLIANCE WITH LAWS AND ORDINANCES. The Company agrees to make itself aware of and comply with all local, state and federal ordinances, statutes, laws, rules and regulations applicable to the Services. The Company further agrees that it will 118 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 at all times during the term of this Contract be in compliance with all applicable federal, state and/or local laws regarding employment practices. Such laws will include, but shall not be limited to, workers' compensation, the Fair Labor Standards Act (FLSA), the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA) and all OSHA regulations applicable to the Services. 29.15. CONFLICT OF INTEREST. The Company covenants that its officers, employees and shareholders have no interest and shall not acquire any interest, direct or indirect that would conflict in any manner or degree with the performance of Services required to be performed under the Contract. 29.16. NO BRIBERY. The Company certifies that neither it, any of its affiliates or subcontractors, nor any employees of any of the foregoing has bribed or attempted to bribe an officer or employee of the City in connection with the Contract. 29.17. HARASSMENT. The Company agrees to make itself aware of and comply with the City's Harassment Policy. The City will not tolerate or condone acts of harassment based upon race, sex, religion, national origin, color, age, or disability. Violators of this policy will be subject to termination. 29.18. TRAVEL UPGRADES. The City has no obligation to reimburse the Company for any travel or other expenses incurred in connection with this Contract. 29.19. TAXES. Except as specifically stated elsewhere in this Contract, the Company shall collect all applicable federal, state and local taxes which may be chargeable against the performance of the Services, and remit such taxes to the relevant taxing authority. The Company consents to and authorizes the City to collect any and all delinquent taxes and related interest, fines, or penalties of the Company by reducing any payment, whether monthly, quarterly, semi- annually, annually, or otherwise, made by the City to the Company pursuant to this Contract for an amount equal to any and all taxes and related interest, fines, or penalties owed by the Company to the City. The Company hereby waives any requirements for notice under North Carolina law for each and every instance that the City collects delinquent taxes pursuant to this paragraph. This paragraph shall not be construed to prevent the Company from filing an appeal of the assessment of the delinquent tax if such appeal is within the time prescribed by law. 29.20. COUNTERPARTS. This Contract may be executed in any number of counterparts, all of which taken together shall constitute one single agreement between the parties. 29.21. PRE-AUDIT. No pre-audit certificate is required under N.C. Gen. Stat. 159-28(a) because this Contract is for an indefinite quantity with no minimum purchase requirement. Notwithstanding anything contained herein to the contrary, this Contract does not require the City to purchase a single product or service, and a decision by the City to not make any purchase hereunder will violate neither this Contract nor any implied duty of good faith and fair dealing. The City has no financial obligation under this Contract absent the City’s execution of a valid and binding purchase order or contract addendum containing a pre-audit certificate.” [Signature Page Follows] 119 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood each and every provision hereof, the parties have caused this Contract to be executed as of the date first written above. [INSERT COMPANY NAME] BY: _______________________________________ (signature) PRINT NAME: _____________________________ TITLE: ____________________________________ DATE: ____________________________________ CITY OF CHARLOTTE: CITY MANAGER’S OFFICE BY: _______________________________________ (signature) PRINT NAME: _____________________________ TITLE: ____________________________________ DATE: ____________________________________ 120 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 EXHIBIT A – PRICING SHEET INTENTIONALLY LEFT BLANK FOR SAMPLE CONTRACT 121 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 EXHIBIT B – SCOPE OF SERVICES INTENTIONALLY LEFT BLANK FOR SAMPLE CONTRACT 122 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 EXHIBIT C – FEDERAL CONTRACT TERMS AND CONDITIONS This Exhibit is attached and incorporated into the __________ [EXACT CAPTION OF CONTRACT] (the “Contract") between the City of Charlotte and [COMPANY NAME] (the “Company”). Capitalized terms not defined in this Exhibit shall have the meanings assigned to such terms in the Contract. In the event of a conflict between this Exhibit and the terms of the main body of the Contract or any other exhibit or appendix, the terms of this Exhibit shall govern. 1. Debarment and Suspension. The Company represents and warrants that, as of the Effective Date of the Contract, neither the Company nor any subcontractor or subconsultant performing work under this Contract (at any tier) is included on the federally debarred bidder’s list listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” If at any point during the Contract term the Company or any subcontractor or subconsultant performing work at any tier is included on the federally debarred bidder’s list, the Company shall notify the City immediately. The Company’s completed Form 8 – Vendor Debarment Certification is incorporated herein as Form [EXHIBIT LETTER].1 below. 2. Record Retention. The Company certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The Company further certifies that it will retain all records as required by 2 CFR § 200.333 for a period of three (3) years after it receives City notice that the City has submitted final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. 3. Procurement of Recovered Materials. The Company represents and warrants that in its performance under the Contract, the Company shall 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. 4. Clean Air Act and Federal Water Pollution Control Act. The Company 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). 5. Energy Efficiency. The Company certifies that the Company will be in compliance 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 Act (Pub. L. 94-163, 89 Stat. 871). 6. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). The Company certifies that: 6.1. No federal appropriated funds have been paid or will be paid, by or on behalf of the Company, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal Loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of and Federal contract, grant, loan, or cooperative agreement. 123 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 6.2. If any funds other than federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the Company shall complete and submit Standard Form—LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96)]. 6.3. The Company shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. 6.4. The Company’s completed Form 9 –Byrd Anti-Lobbying Certification is incorporated herein as Form [EXHIBIT LETTER].2 below. 7. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). If the Contract is in excess of $100,000 and involves the employment of mechanics or laborers, the Company must comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, the Company is required to compute the wages of every mechanic and laborer on the basis of a standard work week of forty (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 forty (40) hours in the work week. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or purchases of transportation or transmission of intelligence. 8. Right to Inventions. If the federal award is a “funding agreement” under 37 CFR 401.2 and the City wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment of performance or experimental, developmental or research work thereunder, the City must comply with 37 CFR Part 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. 9. DHS Seal, Logo, and Flags. The Company shall not use the Department of Homeland Security (“DHS”) seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. 10. The Federal Government is not a party to this Contract and is not subject to any obligations or liabilities to the City, Company, or any other party pertaining to any matter resulting from the Contract. 11. Remedies. 11.1 RIGHT TO COVER. If the Company fails to meet any completion date or resolution time set forth in this Contract (including the Exhibits), the City may take any of the following actions with or without terminating this Contract, and in addition to and without limiting any other remedies it may have: a. Employ such means as it may deem advisable and appropriate to perform itself or obtain the Services from a third party until the matter is resolved and the Company is again able to resume performance under this Contract; and b. Deduct any and all expenses incurred by the City in obtaining or performing the Services from any money then due or to become due the Company and, should the City’s cost of obtaining or performing the services exceed the amount due the Company, collect the amount due from the Company. 124 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 11.2 RIGHT TO WITHHOLD PAYMENT. If the Company breaches any provision of this Contract, the City shall have a right to withhold all payments due to the Company until such breach has been fully cured. 11.3 SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF. The Company agrees that monetary damages are not an adequate remedy for the Company’s failure to provide the Services or Deliverables as required by this Contract, nor could monetary damages be the equivalent of the performance of such obligation. Accordingly, the Company hereby consents to an order granting specific performance of such obligations of the Company in a court of competent jurisdiction within the State of North Carolina. The Company further consents to the City obtaining injunctive relief (including a temporary restraining order) to assure performance in the event the Company breaches the Contract. 11.4 SETOFF. Each party shall be entitled to setoff and deduct from any amounts owed to the other party pursuant to this Contract all damages and expenses incurred or reasonably anticipated as a result of the other party’s breach of this Contract. 11.5 OTHER REMEDIES. Upon breach of this Contract, each party may seek all legal and equitable remedies to which it is entitled. The remedies set forth herein shall be deemed cumulative and not exclusive and may be exercised successively or concurrently, in addition to any other available remedy. 12. Termination for Convenience and for Cause. 12.1 TERMINATION FOR CONVENIENCE. The City may terminate the Contract at any time without cause by giving thirty (30) days prior written notice to the Company. As soon as practicable after receipt of a written notice of termination without cause, Company shall submit a statement to the City showing in detail the Services performed under this Contract through the date of termination. The forgoing payment obligation is contingent upon the Company having provided the City with written documentation reasonably adequate to verify the number of hours of Services rendered through the termination date and the percentage of completion of each task. 12.2 TERMINATION FOR DEFAULT BY EITHER PARTY. By giving written notice to the other party, either party may terminate the Contract upon the occurrence of one or more of the following events: a. The other party violates or fails to perform any covenant, provision, obligation, term or condition contained in the Contract, provided that, unless otherwise stated in the Contract, such failure or violation shall not be cause for termination if both of the following conditions are satisfied: (i) such default is reasonably susceptible to cure; and (ii) the other party cures such default within thirty (30) days of receipt of written notice of default from the non-defaulting party; or b. The other party attempts to assign, terminate or cancel the Contract contrary to the terms hereof; or c. The other party ceases to do business as a going concern, makes an assignment for the benefit of creditors, admits in writing its inability to pay debts as they become due, files a petition in bankruptcy or has an involuntary bankruptcy petition filed against it (except in connection with a reorganization under which the business of such party is continued and performance of all its obligations under the Contract shall continue), or if a receiver, trustee or liquidator is appointed for it or any substantial part of other party’s assets or properties. Any notice of default shall identify this Section of the Contract and shall state the party’s intent to terminate the Contract if the default is not cured within the specified period. 125 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 13. Indemnification. 13.1 INDEMNIFICATION. To the fullest extent permitted by law, the Company shall indemnify, defend and hold harmless each of the “Indemnitees” (as defined below) from and against any and all “Charges” (as defined below) paid or incurred as a result of any claims, demands, lawsuits, actions, or proceedings: (i) alleging violation, misappropriation or infringement of any copyright, trademark, patent, trade secret or other proprietary rights with respect to the Services or any products or deliverables provided to the City pursuant to this Contract (“Infringement Claims”); (ii) seeking payment for labor or materials purchased or supplied by the Company or its subcontractors in connection with this Contract; (iii) arising from the Company’s failure to perform its obligations under this Contract, or from any act of negligence or willful misconduct by the Company or any of its agents, employees or subcontractors relating to this Contract, including but not limited to any liability caused by an accident or other occurrence resulting in bodily injury, death, sickness or disease to any person(s) or damage or destruction to any property, real or personal, tangible or intangible; or (iv) arising from any claim that the Company or an employee or subcontractor of the Company is an employee of the City, including but not limited to claims relating to worker’s compensation, failure to withhold taxes and the like. For purposes of this Section: (a) the term “Indemnitees” means City, any federal agency that funds all or part of this Contract, and each of the City’s and such federal agency’s officers, officials, employees, agents and independent contractors (excluding the Company); and (b) the term “Charges” means any and all losses, damages, costs, expenses (including reasonable attorneys’ fees), obligations, duties, fines, penalties, royalties, interest charges and other liabilities (including settlement amounts). If an Infringement Claim occurs, the Company shall either: (i) procure for the City the right to continue using the affected product or service; or (ii) repair or replace the infringing product or service so that it becomes non-infringing, provided that the performance of the overall product(s) and service(s) provided to the City shall not be adversely affected by such replacement or modification. If the Company is unable to comply with the preceding sentence within thirty (30) days after the City is directed to cease use of a product or service, the Company shall promptly refund to the City all amounts paid under this Contract. This Section 13 shall remain in force despite termination of this Contract (whether by expiration of the term or otherwise). 126 REQUEST FOR PROPOSALS FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP # 269-2019-105 CITY OF CHARLOTTE NORTH CAROLINA JUNE 19, 2019 1 REQUEST FOR PROPOSALS RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES JUNE 19, 2019 Dear Sir or Madam: The City of Charlotte, North Carolina (herein “City” or “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 now accepting Proposals for FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES. The requirements for submitting a Proposal are stated in the attached Request for Proposals (the “RFP”). Please review them carefully. A Non-Mandatory Pre-Proposal Conference for the purpose of reviewing the RFP and answering questions regarding the Services will be held on JULY 9, 2019 at 10 a.m. EDT, at the Charlotte- Mecklenburg Government Center (CMGC), 600 East Fourth Street, Charlotte, North Carolina 28202, Basement – CH14 Room or via teleconference at 704-336-5494. Please bring a copy of the RFP with you at that time. All interested Companies should return a completed Request For Proposals Acknowledgement Form (see Section 7, Form 1) by the date stated in the schedule in Section 3.1 of this RFP. An electronic copy of the RFP in Microsoft Word and Sample Project Pricing Sheet in Excel format may be obtained by contacting Genetta N. Carothers at gcarothers@charlottenc.gov or at https://charlottenc.gov/DoingBusiness/Pages/ContractOpportunities.aspx. All Proposals are due to City of Charlotte Finance Department, City Procurement, 9th Floor, CMGC 600 East Fourth Street, Charlotte, North Carolina 28202, no later than JULY 30, 2019 at 2 p.m. EDT. Two (2) electronic copies of the Proposal on a flash drive in a searchable format such as MS Word or Adobe Acrobat and one (1) original Proposal signed in ink by a company official authorized to make a legal and binding offer, plus three (3) copies of your Proposal must be submitted in a sealed box or opaque envelope plainly marked with the Proposal number and service description as follows: Request for Proposals Attention: Genetta N. Carothers [Name of Company Submitting Proposal] FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP # 269-2019-105 RFP questions must be directed to Genetta N. Carothers, Finance Department – City Procurement, per the enclosed instructions in Section 2.3. The City is an equal opportunity purchaser. Sincerely, Kay Elmore Chief Procurement Officer cc: Tomek Kruszec, OMNIA Partners RFP Project Team RFP file 2 Checklist for submitting a Proposal: Step 1-Read the document fully. Step 2-If you plan on submitting a Proposal then fax or email Form 1 in Section 7 to the number or email address listed on the sheet. Steps 3-If you have any questions send them before the deadline listed in Section 3.3. If you plan to submit a Proposal you must follow this checklist, and must include everything detailed below. Proposal Copies - Please provide the specified number for each format 2 Copies on a flash drive 1 Copy marked “Original” 3 Copies marked “Copy” Proposal Format - Proposals should be formatted as follows: Included (Check) Requirements Cover Letter (per Section 5.1.1) Executive Summary (per Section 5.1.2) Addenda Acknowledgement Form (Section 7, Form 2) Proposal Submission Form (Section 7, Form 3) Pricing Sheet (Section 7, Form 4) Attachment 1 containing: Fixed Percentage Discounts / Hourly Rates / Monthly Rate / Sample Projects MWSBE Utilization (Section 7, Form 5) Company’s Background Response (Section 7, Form 6) References (Section 7, Form 7) Certification Regarding Debarment (Section 7, Form 8) Byrd Anti-Lobbying Certification (Section 7, Form 9) Environmental Purchasing Response (Section 7, Form 10) OMNIA Partners - Response for National Cooperative Contract (Section 8, Exhibit A) OMNIA Partners - Federal Funds Certification (Section 8, Exhibit F) OMNIA Partners – Ownership Disclosure Form (Section 8, Exhibit G, Doc #1) OMNIA Partners – Non-Collusion Affidavit (Section 8, Exhibit G, Doc #2) OMNIA Partners – Affirmative Action Affidavit (Section 8, Exhibit G, Doc #3) OMNIA Partners – Political Contribution Disclosure Form (Section 8, Exhibit G, Doc #4) OMNIA Partners – Stockholder Disclosure Certification (Section 8, Exhibit G, Doc #5) OMNIA Partners – Certification of Non-Involvement in Prohibited Activities in Iran (Section 8, Exhibit G, Doc #6) OMNIA Partners – New Jersey Business Registration Certificate (Section 8, Exhibit G, Doc #7) Exceptions to any part of the RFP (If you take any exceptions to anything in this document, please list it in a category in your Proposal called “Exceptions” and offer an alternative solution). The above items constitute all that must be included in the Proposal. If awarded a contract, you will be required to provide an insurance certificate that meets or exceeds the requirements set forth in Section 9. It is the Company’s responsibility to check www.ips.state.nc.us or the City’s Contract Opportunities Site for any addenda or changes to this Project. Search for bid # 269-2019-105 to find if any documents or changes have been posted. 3 Table of Contents FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 TABLE OF CONTENTS 1. OMNIA PARTNERS. ........................................................................................................... 1  2. INTRODUCTION. ................................................................................................................ 1   2.1. OBJECTIVE. .......................................................................................................................1  2.2. DEFINITIONS. ....................................................................................................................1  2.3. ACCURACY OF RFP AND RELATED DOCUMENTS. .............................................................4  2.4. CITY’S RIGHTS AND OPTIONS. ..........................................................................................4  2.5. EXPENSE OF SUBMITTAL PREPARATION. ...........................................................................4  2.6. PROPOSAL CONDITIONS. ...................................................................................................5  3. PROCUREMENT PROCESS. ........................................................................................... 11  3.1. SCHEDULE AND PROCESS. ...............................................................................................11  3.2. INTENT TO PROPOSE. .......................................................................................................11  3.3. INTERPRETATIONS AND ADDENDA. .................................................................................11  3.4. PRE-PROPOSAL CONFERENCE. ........................................................................................12  3.5. SUBMISSION OF PROPOSALS. ...........................................................................................12  3.6. CORRECTION OF ERRORS. ...............................................................................................13  3.7. EVALUATION. .................................................................................................................13  3.8. CONTRACT AWARD BY COUNCIL. ...................................................................................13  3.9. VENDOR INCLUSION. .......................................................................................................13  4. SCOPE OF FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES. .......................................................................................................................... 14  4.1. GENERAL SCOPE. ............................................................................................................14  4.2. PRODUCT STANDARDS AND GUIDELINES. .......................................................................15  4.3. PRICING. .........................................................................................................................15  4.4. PRICE ADJUSTMENTS. .....................................................................................................17  4.5. ENVIRONMENTAL PURCHASING REQUIREMENTS. ...........................................................17  5. PROPOSAL CONTENT AND FORMAT. ....................................................................... 19  5.1. PROPOSAL CONTENT. ......................................................................................................20  6. PROPOSAL EVALUATION CRITERIA. ....................................................................... 21  6.1. QUALIFICATIONS AND EXPERIENCE. ...............................................................................21  6.2. NATIONAL/CORPORATE SUPPORT. ..................................................................................21  6.3. PRODUCTS AND SERVICES OFFERING. .............................................................................21  6.4. PROJECT APPROACH / PROPOSED SOLUTION. ..................................................................21  6.5. PRICING. .........................................................................................................................21  6.6. FINANCIAL QUALIFICATIONS. .........................................................................................21  6.7. MWSBE SUBCONTRACTOR UTILIZATION.......................................................................22  6.8. ACCEPTANCE OF THE TERMS OF THE CONTRACT. ...........................................................22  7. REQUIRED FORMS. ......................................................................................................... 23  8. OMNIA PARTNERS REQUIREMENTS - ATTACHMENT A .................................... 39  9. SAMPLE CONTRACT. ..................................................................................................... 86 4 Section 1 OMNIA Partners – National Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 OMNIA PARTNERS. 1.1 National Contract. The City of Charlotte, as the Principal Procurement Agency, defined in Attachment A, has partnered with OMNIA Partners to make the resultant contract (also known as the “Master Agreement” in materials distributed by OMNIA Partners) from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through OMNIA Partners’ cooperative purchasing program. The City of Charlotte is acting as the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners (a “Participating Public Agency”). Attachment A contains additional information about OMNIA Partners and the cooperative purchasing agreement. OMNIA Partners is the largest and most experienced purchasing organization for public and private sector procurement. Through the economies of scale created by OMNIA Partners public sector subsidiaries, National IPA and U.S. Communities, our participants now have access to more competitively solicited and publicly awarded cooperative agreements. The lead agency contracting process continues to be the foundation on which we are founded. OMNIA Partners is proud to offer more value and resources to state and local government, higher education, K- 12 education and non-profits. OMNIA Partners provides shared services and supply chain optimization to government, education and the private sector. As a channel partner with Vizient (formally, Novation), OMNIA Partners leverages over $100 billion in annual supply spend to command the best prices for products and services. With corporate, pricing and sales commitments from the Company, OMNIA Partners provides marketing and administrative support for the Company that directly promotes the Company's products and services to Participating Public Agencies though multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. Public Agencies benefit from pricing based on aggregate spend and the convenience of a contract that has already been advertised and publicly competed. The Company benefits from a contract that allows Participating Public Agencies to directly purchase goods and services without the Company's need to respond to additional competitive solicitations. As such, the Company must be able to accommodate a nationwide demand for products and services and to fulfill obligations as a nationwide Company and respond to the OMNIA Partners documents (Section 8). The City of Charlotte anticipates spending approximately $25M over the full potential Master Agreement term for furniture, installation and related products and services. While no minimum volume is guaranteed to the Company, the estimated annual volume of furniture, installation and related products and services purchased under the Master Agreement through OMNIA Partners, Public Sector is approximately $300M. This projection is based on the current annual volumes among the City of Charlotte, other Participating Public Agencies anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between the Company and OMNIA Partners. 5 Section 2 Introduction and General Information FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 2. INTRODUCTION. 2.1 Objective. The objective of this RFP is to solicit Proposals that will enable the City and Participating Public Agencies to determine which Company and Proposed Solution will best meet the City and Participating Public Agencies’ needs for FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES as requested in this RFP. 2.2 Definitions. As used in this RFP, the following terms shall have the meanings set forth below: Acceptance: Refers to receipt and approval by the City of a Deliverable or Service in accordance with the acceptance process and criteria in the Contract. Affiliates: Refers to all departments or units of the City and all other governmental units, boards, committees or municipalities for which the City processes data or performs services. Biodegradable: Refers to the ability of an item to be decomposed by bacteria or other living organisms. Charlotte Business Inclusion (CBI): Refers to the Charlotte Business Inclusion office of the City of Charlotte. Charlotte Combined Statistical Area (CSA): Refers to the consisting of the North Carolina counties of Anson, Cabarrus, Cleveland, Gaston, Iredell, Lincoln, Mecklenburg, Rowan, Stanly, and Union, and the South Carolina counties of Chester, Lancaster, and York; a criteria used by Charlotte Business INClusion to determine eligibility to participate in the program. City: Refers to the City of Charlotte, North Carolina. City Project Manager: Refers to a specified City employee representing the City’s best interests in this Project. Company: During the solicitation process, refers to a company that has interest in providing the Services. After the solicitation process, refers to a company that has been selected by the City to provide the Services. Company Project Manager: Refers to a specified Company employee representing the best interests of the Company for this Project. Contract: Refers to a written agreement executed by the City and the Company for all or part of the Services. Deliverables: Refers to all tasks, reports, information, designs, plans, and other items that the Company is required to deliver to the City in connection with the Contract. Department: Refers to a department within the City of Charlotte. Documentation: Refers to all written, electronic, or recorded works that describe the use, functions, features, or purpose of the Deliverables or Services or any component thereof, and which are provided to the City by the 6 Section 2 Introduction and General Information FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 Company or its subcontractors, including without limitation all end user manuals, training manuals, guides, program listings, data models, flow charts, and logic diagrams. Environmentally Preferable Products: Refers to products that have a lesser or reduced effect on human health and the environment when compared with competing products that serve the same purpose. This comparison may consider raw materials acquisition, production, manufacturing, packaging, distribution, reuse, operation, maintenance, or disposal of the product. Evaluation Committee: Refers to a City appointed committee that will evaluate Proposals and identify the Company(-ies) best meeting the needs of the City. Master Agreement: Refers to the Agreement that is made available by the Principal Procurement Agency after the successful completion of the competitive solicitation and selection process, wherein Participating Public Agencies may utilize the agreement to purchase Products and Services. Minority Business Enterprise/MBE: Refers to a business enterprise that: (i) is certified by the State of North Carolina as a Historically Underutilized Business (HUB) within the meaning of N.C. Gen. Stat. § 143-128.4; (ii) is at least fifty-one percent (51%) owned by one or more persons who are members of one of the following groups: African American or Black, Hispanic, Asian, Native American or American Indian; and (iii) has significant business presence in the Charlotte Combined Statistical Area. MWSBE: Refers to SBEs, MBEs and WBEs, collectively. MWSBE Goal: If a RFP or Contract has separate Subcontracting Goals for MBEs, WBEs, and/or SBEs, the term MWSBE is a shorthand way to refer collectively to all MBE, WBE, and SBE Goals set for the RFP. In some instances, the City may set one combined goal for MBEs, WBEs, and/or SBEs, in which event the term MWSBE Goal refers to that one, combined goal. In the latter instance, calculated as a percentage, the MWSBE Goal represents the total dollars spent with MBEs, WBEs, and SBEs as a portion of the total Proposal amount, including any contingency. Participating Public Agency: Refers to all states, local government entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit that register with OMNIA Partners and elect to utilize the Master Agreement. Post-Consumer Recycled Material: Refers to material and by-products which have served their intended end-use by a consumer and have been recovered or diverted from solid waste. It does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process. 7 Section 2 Introduction and General Information FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 Principal Procurement Agency: Refers to the City of Charlotte, North Carolina. Products: Refers to the Furniture, Installation and Related Products and Services as requested in this RFP. Proposal: Refers to the proposal submitted by a Company for the Products and Services as outlined in this RFP. Recyclability: Refers to products or materials that can be collected, separated or otherwise recovered from the solid waste stream for reuse, or used in the manufacture or assembly of another package or product, through an established recycling program. For products that are made of both recyclable and non-recyclable components, the recyclable claim should be adequately qualified to avoid consumer deception about which portions or components are recyclable. Recycled Material: Refers to material and by-products which have been recovered or diverted from solid waste for the purpose of recycling. It does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process. Services: Refers to the Furniture, Installation and Related Products and Services as requested in this RFP. Small Business Enterprise/SBE: Refers to a business enterprise that is certified by the City of Charlotte under Part E of the CBI Policy as meeting all of the requirements for SBE certification. Specifications and Requirements: Refers to all definitions, descriptions, requirements, criteria, warranties, and performance standards relating to the Deliverables and Services that are set forth or referenced in: (i) this RFP, including any addenda; (ii) the Documentation; and (iii) any functional and/or technical specifications that are published or provided by the Company or its licensors or suppliers from time to time with respect to all or any part of the Deliverables or Services. Subcontracting Goals: Refers to the SBE, MBE, WBE, and MWSBE Goals established by the City for an RFP and resulting Contract. Trade Secrets: Information of the City or any of its suppliers, contractors or licensors: (a) that derives value from being secret; and (b) that the owner has taken reasonable steps to keep confidential. See N.C. Gen. Stat. § 66- 152 et seq. Examples of trade secrets include information relating to proprietary software, new technology, new products or services, flow charts or diagrams that show how things work, manuals that tell how things work and business processes and procedures. Women Business Enterprise (WBE): Refers to a business enterprise that: (i) is certified by the State of North Carolina as a Historically Underutilized Business (HUB) within the meaning of N.C. Gen. Stat. § 143-128.4; (ii) is at least fifty-one percent (51%) owned by one or more persons who are female; and (iii) 8 Section 2 Introduction and General Information FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 has significant business presence in the Charlotte Combined Statistical Area. Work Product: Refers to the Deliverables and all other programs, algorithms, reports, information, designs, plans and other items developed by the Company in connection with this RFP, and all partial, intermediate or preliminary versions of any of the foregoing. 2.3 Accuracy of RFP and Related Documents. Each Company must independently evaluate all information provided by the City. The City makes no representations or warranties regarding any information presented in this RFP, or otherwise made available during this procurement process, and assumes no responsibility for conclusions or interpretations derived from such information. In addition, the City will not be bound by or be responsible for any explanation or conclusions regarding this RFP or any related documents other than those provided by an addendum issued by the City. Companies may not rely on any oral statement by the City or its agents, advisors, or consultants. If a Company identifies potential errors or omissions in this RFP or any other related documents, the Company should immediately notify the City of such potential discrepancy in writing. The City may issue a written addendum if the City determines clarification necessary. Each Company requesting an interpretation will be responsible for delivering such requests to the City's designated representative as directed in RFP Section 3. 2.4 City’s Rights and Options. The City reserves the right, at the City’s sole discretion, to take any action affecting this RFP, this RFP process, or the Services or facilities subject to this RFP that would be in the best interests of the City, including: 2.4.1 To supplement, amend, substitute, or otherwise modify this RFP, including the schedule, or to cancel this RFP, at any time; 2.4.2 To require any Companies to supplement or clarify its Proposal or provide additional information relating to its Proposals; 2.4.3 To investigate the qualifications, experience, capabilities, and financial standing of each Company submitting a Proposal; 2.4.4 To waive any defect or irregularity in any Proposal received; 2.4.5 To reject any or all Proposals; 2.4.6 To share the Proposals with City employees and contractors in addition to the Evaluation Committee as deemed necessary by the City; 2.4.7 To award all, none, or any part of the Services and enter into Contracts with one or more of the responding Companies deemed by the City to be in the best interest of the City, which may be done with or without re-solicitation; 2.4.8 To discuss and negotiate with any Company(-ies) their Proposal terms and conditions, including but not limited to financial terms; and 2.4.9 To terminate discussions and negotiations with any Company at any time and for any reason. 2.5 Expense of Submittal Preparation. The City accepts no liability, and Companies will have no actionable claims, for reimbursement of any costs or expenses incurred in participating in this solicitation process. This includes expenses and costs related to Proposal submission, submission of written questions, attendance 9 Section 2 Introduction and General Information FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 at pre-proposal meetings or evaluation interviews, contract negotiations, or activities required for contract execution. 2.6 Proposal Conditions. The following terms are applicable to this RFP and the Company’s Proposal. 2.6.1 RFP Not an Offer. This RFP does not constitute an offer by the City. No binding contract, obligation to negotiate, or any other obligation shall be created on the part of the City unless the City and the Company execute a Contract. No recommendations or conclusions from this RFP process concerning the Company shall constitute a right (property or otherwise) under the Constitution of the United States or under the Constitution, case law, or statutory law of North Carolina. 2.6.2 Trade Secrets and Personal Identification Information Definition. Upon receipt by City Procurement, all materials submitted by a Company (including the Proposal) are considered public records except for (1) material that qualifies as “trade secret” information under N.C. Gen. Stat. § 66-152 et seq. (“Trade Secrets”) or (2) “personally identifiable information” protected by state or federal law, to include, but not be limited to, Social Security numbers, bank account numbers, and driver’s license numbers (“Personally Identifiable Information” or “PII”). Instructions for Marking and Identifying Trade Secrets. If any Proposal contains Trade Secrets or PII, such Trade Secrets and PII must specifically and clearly be identified in accordance with this Section 2.6.2 by clearly separating them from the rest of the Proposal. For hard copy documents, it must be submitted in a separate, sealed envelope, marked either “Personally Identifiable Information – Confidential” or “Trade Secret—Confidential and Proprietary Information.” For electronic submissions it must also be submitted on a separate CD or flash drive. In both hard copy or electronic format, the confidentiality caption stated above must appear on each page of the Trade Secret or PII materials. Availability of Proposals to City Staff and Contractors. By submitting a Proposal, each Company agrees that the City may reveal any Trade Secret materials and PII contained therein to all City staff and City officials involved in the selection process, and to any outside consultant or other third parties who serve on the Evaluation Committee or who are hired or appointed by the City to assist in the evaluation process. Availability of Proposals via Public Records Requests. Any person or entity (including competitors) may request Proposals submitted in response to an RFP. Only those portions of RFPs properly designated as Trade Secret or PII are not subject to disclosure. The public disclosure of the contents of a Proposal or other materials submitted by a Company is governed by N.C. Gen. Stat. §§ 132 and 66-152, et seq. When determining whether to mark materials as Trade Secret, please note the following:  Entire Proposals may not be marked as Trade Secret  Pricing may not be marked as Trade Secret 10 Section 2 Introduction and General Information FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 The City may disqualify and Company that designates its entire Proposal as a trade secret, or any portion thereof that clearly does not qualify under applicable law as a Trade Secret or PII. Each Company agrees to indemnify, defend, and hold harmless the City and each of its officers, employees, and agents from all costs, damages, and expenses incurred in connection with refusing to disclose any material that the Company has designated as a Trade Secret or PII. This includes an obligation on the part of the Company to defend any litigation brought by a party that has requested Proposals or other information that the Company has marked Trade Secret or PII. 2.6.3 Amendments to RFP. If the City amends this RFP, addenda will be posted to the IPS website at www.ips.state.nc.us and the City’s Contract Opportunities Site. Companies are required to acknowledge receipt of each addendum by including the Addenda Receipt Confirmation Form (Section 7, Form 2) with their Proposals. 2.6.4 Proposal Terms Firm and Irreversible. The signed Proposal shall be considered a firm offer on the part of the Company. The City reserves the right to negotiate price and other terms. All Proposal elements (including all statements, claims, declarations, prices, and specifications) shall be considered firm and irrevocable for purposes of future Contract negotiations unless specifically waived in writing by the City. The Company chosen for award should be prepared to have its Proposal and any relevant correspondence incorporated into the Contract, either in part or in its entirety, at the City's election. 2.6.5 Proposal Binding for 180 Days. Section 7, Form 3 contains a statement to the effect that the Proposal is a firm offer for one-hundred-eighty (180) calendar day period from the date of the opening. This statement must be signed by an individual authorized to bind the Company. All prices quoted shall be firm and fixed for the full Contract period. The City shall have the option to accept subject to exception by Contract. 2.6.6 Charlotte Business INClusion Program. Pursuant to Charlotte City Council’s adoption of the Charlotte Business INClusion (CBI) Policy, the CBI program promotes diversity, inclusion, and local business opportunities in the City’s contracting and procurement process for Minority, Women, and Small Business Enterprises (MWSBEs) with a significant business presence in the Charlotte Combined Statistical Area (CSA). The CBI Policy is posted at: www.charlottebusinessinclusion.com. The City is committed to promoting opportunities for maximum participation of certified MWSBEs on City funded contracts at both the Prime and Subcontract level. For MWSBE participation to count towards a Goal, MWSBEs must meet both the certification and geographic requirements as detailed throughout this solicitation and in the CBI Policy. Companies responding to this RFP are required to provide a MWSBE Participation Plan (Section 7, Form 5), describing your approach and past history with MWSBE utilitzation. Failure to submit this form with the Proposal shall render the Proposal non-responsive. The Participation Plan should include at a minimum the following elements:  Identify MWSBE vendors you propose to use on the project;  Identify outreach efforts that will be employed by the Company to maximize MWSBE inclusion throughout the life of the project; 11 Section 2 Introduction and General Information FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019  Identify specific scopes of work to be performed by MWSBEs;  Document the overall percentage to be committed to MWSBEs; and  Describe your approach and past history utilizing MSWBEs (include a list of past projects and your MWSBE utilization on said projects).  The City has established the following MWSBE Goals for all development, planning, design, consulting, pre-construction and construction work, and for any other work, services and products provided on the Project. This Project has an aggregate MWSBE Goal of 10% for the City of Charlotte usage estimated to be $500,000 annually: The total work performed by MWSBEs in the aggregate. Companies are highly encouraged to consider any and all possibilities for MWSBE participation. A complete list of City certified SBEs and City registered MWBEs is available at www.charlottebusinessinclusion.com. Please note, when identifying MBEs for inclusion towards the established MBE Goal, only HUB certified Aggregate MWSBE Goal 10%: The total work performed by MWSBEs in the aggregate. 2.6.7 Subcontracting. The Company given contract award shall be the prime contractor and shall be solely responsible for contractual performance. In the event of a subcontracting relationship, the Company shall remain the prime contractor and will assume all responsibility for the performance of the Services that are supplied by all subcontractors. The City retains the right to approve all subcontractors. 2.6.8 Equal Opportunity. The City has an equal opportunity purchasing policy. The City seeks to ensure that all segments of the business community have access to supplying the goods and services needed by City programs. The City provides equal opportunity for all businesses and does not discriminate against any Companies regardless of race, color, religion, age, sex, and national origin or disability. 2.6.9 Use of City’s Name. No advertising, sales promotion, or other materials of the Company or its agents or representatives may identify or reference the City in any manner absent the prior written consent of the City. 2.6.10 Withdrawal for Modification of Proposals. Companies may change or withdraw a previously-submitted Proposal at any time prior to the Proposal due date. Only formal written requests addressed in the same manner as the Proposal and received by the City prior to the Proposal due date will be accepted. The request must be in a sealed envelope that is plainly marked “Modifications to Proposal.” No oral modifications will be allowed. If the Company complies with this Section, after the Proposal due date, the Proposal, will be withdrawn or corrected in accordance with the written request(s). 2.6.11 No Bribery. In submitting a response to this RFP, each Company certifies that neither it, any of its affiliates or subcontractors, nor any employees of any of the foregoing has bribed, or attempted to bribe, an officer or employee of the City in connection with the Contract. 12 Section 2 Introduction and General Information FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 2.6.12 Exceptions to the RFP. Other than exceptions that are stated in compliance with this Section and Section 5.1.4, each Proposal shall be deemed to agree to comply with all terms, conditions, specifications, and requirements of this RFP including the Sample Contract language included in Section 9. An “exception” is defined as the Company’s inability or unwillingness to meet a term, condition, specification, or requirement in the manner specified in the RFP including the Sample Contract language included as in Section 9. All exceptions taken must be identified and explained in writing in your Proposal and must specifically reference the relevant section(s) of this RFP. If the Company provides an alternate solution when taking an exception to a requirement, the benefits of this alternative solution and impact, if any, on any part of the remainder of the Company’s solution, must be described in detail. 2.6.13 Fair Trade Certifications. By submitting a Proposal, the Company certifies that:  The prices in its Proposal have been arrived at independently, without consultation, communication, or agreement with anyone, as to any matter relating to such prices for the purpose of restricting competition;  Unless otherwise required by law, the prices quoted in its Proposal have not been knowingly disclosed by the Company and will not knowingly be so disclosed prior to the Proposal due date; and  No attempt has been made or will be made by the Company to induce any other person or firm to submit or not to submit a Proposal for the purpose of restricting competition. 2.6.14 Companies’ Obligation to Fully Inform Themselves. Companies or their authorized representatives must fully inform themselves as to all conditions, requirements, and specifications of this RFP before submitting Proposals. Failure to do so will be at the Company’s own risk. 2.6.15 Environmentally Preferable Purchasing. The City promotes the practice of Environmentally Preferable Purchasing (EPP) in acquiring products or services. Applicable EPP attributes that may be taken into consideration as environmental criterion include the following: Recycled content Recyclability Reduced Packaging Biodegradability Compostability Pollution Prevention Reduced toxicity Energy efficiency Water efficiency Life Cycle Management Low volatile organic compounds End of life management Companies able to supply products or services containing any of the applicable environmentally preferable attributes that meet performance requirements are encouraged to offer them in the Proposal. Companies must provide certification of environmental standards and other environmental claims, such as recycled content and emissions data or a formal statement signed by a senior company official. 2.7 Guarantor. If the Company is a subsidiary of another entity, the City requires that the Company’s parent entity provide a guarantee of payment of all of the Company’s obligations under the Contract. The City may also require that the Company obtain a guaranty from an entity other than the 13 Section 2 Introduction and General Information FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 parent if the City concludes that such guaranty would be beneficial to protect the City’s interest. If the Company is not a subsidiary, the City may require that the Company obtain a guaranty of payment from another entity if the City concludes that such guaranty would be beneficial to protect the City’s interest. If a guarantor is required, the Company must: (a) identify a guarantor that is acceptable to the City, (b) provide the City with the same financial information about the guarantor that the Company is required to provide about itself under this RFP; and (c) provide the City with a signed, legally binding guaranty agreement from the approved guarantor that is acceptable to the City in the City’s sole discretion. Failure to comply with the forgoing shall be grounds for rejection of the Company’s Proposal. 2.8 Required Financial Information: The Company must submit the financial information requested in this Section to the City’s City Procurement, without exception, within two (2) business days upon written request. Companies must furnish the following financial information for the proposing Company(s), guarantor(s), and any sub-contractor included as having a significant role (defined as providing more than fifteen percent (15%) of the services) in providing Services to the City: a) Annual audited financial reports for each of the past five (5) fiscal years, prepared in accordance with Generally Accepted Accounting Principles (GAAP), and all relevant notes; b) The most recent Form 10-K and Form 10-Q filed with the Securities and Exchange Commission (SEC); or, if the contractor is not regulated by the SEC, then the most recent quarterly financial report; and c) Description of any material adverse changes in financial position within the past five (5) years; any material changes in the mode of conducting business; any bankruptcy proceedings, mergers, acquisitions, takeovers, joint ventures, and/or divestitures within the past five (5) years. In addition, provide a clear and definitive statement of the following:  Years of providing similar Products and Services by the Company and/or predecessor organization;  Whether or not the Company (and/or predecessor, guarantor or subcontractor) has declared bankruptcy within the last five (5) years;  Description of the financial impact of any past or pending legal proceedings and judgments, that could materially affect the Company’s financial position or ability to provide Services to the City. This information will be reviewed and assessed in accordance with the information provided by the Company, in the above referenced Section;  All credit reports, credit bulletins, and any other published statements by the most recognized agencies (Standard & Poors Rating Group, Moody, Investor Services, Dun & Bradstreet, and Value Line) that have been issued or published about the entity within the past five (5) years;  The prospectus or offering statement for the entity’s latest security or equity offering;  The company name, contact person, telephone number, and fax number of at least two (2) references from bank or institutional lenders which have extended credit to the entity in the past five (5) years; or if the entity has not applied for credit in the past five (5) years, the contact person’s name, telephone number, and fax number of at least two (2) references from banks with which the entity conducts business; 14 Section 2 Introduction and General Information FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019  The company name, contact person, telephone number, and fax number of at least two (2) credit references from suppliers/vendors;  Include in the statement of guarantor(s), as described in Section 2.7 Guarantor, evidence of the ability of the guarantor to meet the short-term funding needs of the Contract; and  Evidence that demonstrates the Company’s ability to obtain the insurance as required in Section 9. Such insurance should provide coverage in the stated amount for each occurrence of bodily injury and for each occurrence of property damage with coverage for products/completed operations, personal injury liability, and contractual liability. Any additional information, which the Company believes, is appropriate to fully reflect the financial strength of the entity. Failure to provide such information is cause for rejection of the Proposal at the sole discretion of the City. For any subcontractor providing more than fifteen percent (15%) of the Products and Services, the City reserves the right, at its sole discretion, to reject the subcontractor if it fails to meet minimum financial requirements. In the event the City’s Evaluation Committee rejects the subcontractor, the Company must assume the responsibilities of the subcontractor or find a replacement satisfactory to the Evaluation Committee. 1 If a Company does not have the audited financial statements requested, it is the responsibility of the Company to provide the City with information of sufficient quantity and with verifiable sources to ascertain that the Company is financially capable of providing the Products and Services described in this RFP. Failure to provide adequate financial information may result in the exclusion of your Procurement from the procurement process. 15 Section 3 Procurement Process FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 3. PROCUREMENT PROCESS. This Section 3 contains information about the procurement process for this Project. 3.1 Schedule and Process. The following chart shows the schedule of events for the conduct of this RFP. The key events and deadlines for this process are as follows, some of which are set forth in more detail in the Sections that follow: DATE EVENT JUNE 19, 2019 Issuance of RFP. The City issues this RFP. JUNE 27, 2019 Request for Proposals Acknowledgement. Companies that intend to submit a Proposal shall submit the RFP Acknowledgement Form on this date to the email or fax number listed in Section 3.2. JUNE 27, 2019 Submission of Written Questions Prior to Pre-Proposal Conference. Companies are permitted to submit written questions for purposes of clarifying this RFP. All submissions must be pursuant to the instructions in Section 3.3 by 2 p.m. EDT. JULY 9, 2019 Non-Mandatory Pre-Proposal Conference to be held at the location indicated in Section 3.4 at 10 a.m. EDT. JULY 12, 2019 Submission of Written Questions After the Pre-Proposal Conference. Questions are due by 5:00 p.m. EDT. JULY 30, 2019 Proposal Submission. Proposals are due by 2 p.m. EDT. at City Procurement, CMGC 9th Floor. JULY 30, 2019 – SEPTEMBER 9, 2019 Evaluation. The Evaluation Committee will assess each Proposal and conduct evaluation activities with Companies. NOVEMBER 26, 2019 Contract Award by Council. JANUARY 1, 2020 Services commence. Company begins providing the Products and Services. 3.2 Intent to Propose. Please acknowledge receipt of this RFP via email or facsimile by JUNE 27, 2019 using the Request for Proposals Acknowledgement Form located in Section 7, Form 1. Complete the form in its entirety advising the City of your firm’s intention to submit or not submit a Proposal. Email or fax a copy of the completed and signed form to the email address or number below. The City strongly encourages Companies to submit this form prior to the Pre-Proposal conference but Companies shall not be precluded from submitting a Proposal if they fail to submit this form. 3.3 Interpretations and Addenda. There are two (2) ways to ask questions about this RFP: (1) submit a question in writing to the Procurement Officer at the e-mail address listed below; or (2) ask a question at the Pre- Proposal Conference. Other than these permitted methods, Companies should refrain from contacting City staff prior to the Proposal deadline. The City is not bound by any statements, representations or clarifications regarding this RFP other than those provided in writing by the Procurement Officer. 16 Section 3 Procurement Process FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 Genetta N. Carothers City of Charlotte City Procurement 600 East 4th Street, CMGC 9th Floor Charlotte, NC 28202 RFP # 269-2019-105 Fax: 704-632-8257 E-mail: gcarothers@charlottenc.gov When submitting questions, please reference the RFP page and topic number. In order for questions to be addressed at the Pre-Proposal Conference, they must be submitted by 2 p.m. EDT, on JUNE 27, 2019. After the Pre-Proposal Conference, questions must be submitted in writing by the deadline stated in Section 3.1. In the case of questions not submitted by the deadline, the Procurement Officer will, based on the availability of time to research and communicate an answer, decide whether an answer can be given before the Proposal deadline. When responding to Company questions or issuing addenda to the RFP, the City will post the answer or information to the Internet at http://www.ips.state.nc.us and the City’s Contract Opportunities Site, referencing solicitation #269-2019-105. Companies are required to acknowledge their receipt of each addenda by including in the Proposal a completed Addenda Receipt Confirmation Form (Section 7, Form 2). 3.4 Pre-Proposal Conference. A Non-Mandatory Pre-Proposal Conference will be conducted on JULY 9, 2019 at 10 a.m. EDT. The meeting will be held at the Charlotte-Mecklenburg Government Center (CMGC), 600 East Fourth Street, Charlotte, North Carolina 28202, Basement – CH14 Room or via teleconference by calling 704-336-5494. While attendance at the Pre-Proposal Conference is not mandatory, all interested Companies are encouraged to attend. If special accommodations are required for attendance, please notify Genetta N. Carothers in advance of the conference date and time identifying the special accommodations required. 3.5 Submission of Proposals. Proposals must be in the format specified in Section 5 of this RFP. Two (2) electronic copies on a flash drive in a searchable format such as MS Word or Adobe Acrobat and one (1) original Proposal signed in ink by a company official authorized to make a legal and binding offer, plus three (3) copies shall be submitted to the address listed in Section 3.3 above by JULY 30, 2019 on or before but no later than 2 p.m. EDT. The original Proposal and each of the copies shall be complete and unabridged, and shall not refer to any other copy of the signed and sealed original for any references, clarifications, or additional information. When received, all Proposals and supporting materials, as well as correspondence relating to this RFP, shall become the property of the City. Proposals sent by fax or email will not be accepted. Due to security requirements at the Charlotte-Mecklenburg Government Center (CMGC), sealed box(es), including any portions marked as Confidential/Trade Secret, may be searched and thoroughly inspected prior to admittance. Please allow time for this search to take place and to re-seal the box if delivering your Proposal in person to the CMGC. 17 Section 3 Procurement Process FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 Do not arrive at City Procurement on the Proposal due date for the purposes of reviewing your competitors’ Proposals. The Proposals will not be read aloud or made available to inspect or copy until any trade secret issues have been resolved. All Proposals will be time-stamped upon receipt and held in a secure place until opening. 3.6 Correction of Errors. The person signing the Proposal must initial erasures or other corrections in the Proposal. The Company further agrees that in the event of any obvious errors, the City reserves the right to waive such errors in its sole discretion. The City, however, has no obligation under any circumstances to waive such errors. 3.7 Evaluation. As part of the evaluation process, the Evaluation Committee may engage in discussions with one or more Companies. Discussions might be held with individual Companies to determine in greater detail the Company’s qualifications, to explore with the Company the scope and nature of the required contractual Services, to learn the Company’s proposed method of performance and the relative utility of alternative methods, and to facilitate arriving at a Contract that will be satisfactory to the City. The City may in its discretion require one or more Companies to make presentations to the Evaluation Committee or appear before the City and/or its representatives for an interview. During such interview, the Company may be required to orally and otherwise present its Proposal and to respond in detail to any questions posed. Additional meetings may be held to clarify issues or to address comments, as the City deems appropriate. Companies will be notified in advance of the time and format of such meetings. Since the City may choose to award a Contract without engaging in discussions or negotiations, the Proposals submitted shall state the Company's best offer for performing the Services described in this RFP. 3.8 Contract Award by Council. As soon as practical after opening the Proposals, the name of the apparent successful Company will be submitted to the Council for final approval of award and the Procurement Officer will provide Contract documents to the Company. In the event the Council approval is not received within one hundred eighty (180) calendar days after opening of the Proposals, the Company may request that it be released from the Proposal. 3.9 Vendor Inclusion. The City’s vendor management philosophy supports a fair, open, and inclusive process that offers the same access and information to all Companies. Although Companies are not required to be registered in the City’s vendor registration system prior to submitting a Proposal, in order to execute a contract with the City and receive payment from the City, all Companies must register with the City’s vendor registration system. Your registration provides the City with baseline information for your company including location, contact and demographic information, as well as your areas of expertise with specific commodity and/or service descriptions. You will also have the opportunity to complete any applicable certifications if your company desires to establish itself as an SBE, MBE, or WBE. The link below will provide you with the opportunity to complete your registration on-line with the City. http://charlottenc.gov/vendors 18 Section 4 Scope of Products & Services FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 4. SCOPE OF FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES. 4.1 General Scope. The City is requesting the broadest selection of Office, Education, Classroom and Miscellaneous Furniture, Installation and Related Products and Services offered. The intent of this RFP is to provide the City and Participating Public Agencies with Products and Services to meet their various needs. Therefore, Companies should have demonstrated experience in providing Products and Services as defined in this RFP, including but not limited to the following:  Systems Furniture: A complete and comprehensive catalog of all systems furniture, lines, and accessories available from the Company;  Freestanding Furniture: A complete and comprehensive catalog of all case goods, furniture, (including folding and mobile) desks, tables, and accessories not limited to pre- school items available from the Company;  Seating/Chairs: A complete and comprehensive catalog of office and classroom chairs, tandem seating and other general seating not limited to pre-school items available from the Company;  Soft Seating: A complete and comprehensive catalog selection of soft seating for areas such as commons, libraries, waiting areas and open learning spaces. Products include, but are not limited to, lounge seating, modular linear seating, tables, and accessories.  Filing Systems, Storage and Equipment: A complete and comprehensive catalog of filing systems including vertical and lateral files, freestanding file cabinets, bookcases, and equipment and accessories available from the Company;  Technology Support Furniture: A complete and comprehensive catalog selection of technology support furniture to support technology based learning environments.  Library Furniture: A complete and comprehensive catalog selection of library furniture including shelving.  Science Laboratory Furniture: A complete and comprehensive catalog selection of science laboratory furniture.  Cafeteria Furniture: A complete and comprehensive catalog selection of cafeteria furniture.  Early Childhood Furniture: A complete and comprehensive catalog selection of early childhood furniture.  Audio/Visual Furniture: A complete and comprehensive catalog selection of audio/visual furniture.  Art Instructional Furniture: A complete and comprehensive catalog selection of art instructional furniture.  Educational Office Furniture: A complete and comprehensive catalog selection of educational office furniture.  Music Furniture and Storage: A complete and comprehensive catalog selection of music furniture and storage equipment including, but not limited to, music posture chairs, band stand, conductor systems, instrument storage and performance platforms. 19 Section 4 Scope of Products & Services FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019  Career/Technical Education Furniture: A complete and comprehensive catalog selection of career/technical education furniture.  Auditorium/Theater Fixed Seating: A complete and comprehensive catalog selection of auditorium/theater fixed seating and related furniture.  Related Products, Support Services and Solutions: Related office interior products and design, “Quick Ship”, design and layout, fabric and color design services, installation, systems furniture reconfiguration, assessment tools, and any other related products and services or solutions offered by the Company. 4.2 Product Standards and Guidelines. All products must be manufactured in compliance with all standards including warning labels and safety devices, guard and equipment required to meet the safety standards recognized by industry safety, councils or organizations to establish safety standards such as Occupational Safety and Health Administration (OSHA), National Fire Protection Association (NFPA), National Institute of Occupational Safety and Health (NIOSH), American National Standards Institute (ANSI), Underwriters Laboratories, Inc. (UL), Environmental Protection Agency (EPA), Business Institutional Furniture Manufacturers Association (BIFMA), etc. If a product proposed requires a Material Safety Data Sheet (MSDS) it must accompany each shipment. Additionally, applicable products must meet the following specific standards: • ANSI/HFES and/or BSR/HFES (Human Factors Engineering of Computer Workstations) • CPSIA 1303 or 16 C.F.R 1303 (Ban of Lead-Containing Paint) • ANSI/BIFMA X5.1 (Office Seating), X5.4 (Lounge and Public Seating), X5.5 (Desk Products) X6.1 (Educational Furniture) and e3 (Furniture Sustainability Standard) • California Air Resources Board (CARB) (Formaldehyde Emissions) • California Proposition 65 (Lead and Other Toxic Substances) • California Bureau of Electronic and Appliance Repair, Home Furnishings, and Thermal Insulation (BHFTI) (Technical Bulletin 117) All Products offered must be new, unused, latest design and technology unless otherwise specified. 4.3 Pricing. The Company must submit a cost proposal fully supported by cost and pricing data adequate to establish the reasonableness of the proposed fee in Section 7, Form 4. Provide one (1) firm fixed percentage (%) discount off a manufacturer price list for each category (defined in Section 4.1) for the life of the contract and state why this is most advantageous to Participating Public Agencies. Prices must include manufacturer mark up, profit, item cost and storage to allow each customer the ability to calculate and verify discount. All manufacturer price lists must be identified in the Proposal response. 4.3.1 Delivery. The fixed percentage discount will be based on the delivery requirements below: 4.3.1.1 Drop Ship: All deliveries shall be delivered to the site. Company is responsible for unloading. 4.3.1.2 Inside Delivery: All deliveries shall be delivered to the site, unloaded and moved to a designated area in the building. Company is responsible for unloading. 4.3.1.3 Company must provide the normal delivery time in days and any options for expediting delivery in Section 7, Form 4. 20 Section 4 Scope of Products & Services FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 4.3.2 Installation. The fixed percentage discount will be based on the installation requirements below: 4.3.2.1 Basic Installation: Basic installation includes inside delivery, uncrating, assembly, installation, removal of all debris from premises, installation documents and the bill of materials per the purchaser’s approved plan and specifications. 4.3.2.2 Expanded Service Installation: Expanded service installation includes basic installation; field measurements surveyed, documented and coordinated; electrical and telecommunication/data in-feed locations are surveyed, documented and coordinated; attend required coordination meetings with purchaser and other contractors; and creation and implementation of punch list by project manager. 4.3.2.3 Normal Hours: Normal hours are defined as 7:00 am – 5:00 pm local time. 4.3.2.4 After Hours: After hours are defined as evenings, weekends and holidays. 4.3.2.5 Installation may be priced by region, zone or other categorization provided price is submitted as an hourly rate. Basic and Expanded Service installation must be priced as an hourly rate. 4.3.2.6 Pricing for installation and services such as design, project management, asset management, refurbishment, and other services must be priced at an hourly rate by state. 4.3.2.6.1 Design: Company must have the capability to recommend and design appropriate layouts to fit the need of the City and Participating Public Agencies. 4.3.2.6.2 Project Management: Company must have the ability to provide project management services to help City and Participating Public Agencies complete their projects on-time and within budget. 4.3.3 Storage should be priced at a monthly rate or other recommended fixed rate(s). 4.3.4 Detail any additional pricing incentives or rebates that may be available based on volume discounts, dollar amounts or other criteria. 4.3.5 Provide pricing for any additional related products, services and solutions offered. 4.3.6 Sample Projects and Price Comparison. For comparison purposes only, the Company must provide the following information for the Sample Projects included in Section 7: 4.3.6.1 Cost breakdown of all components using proposed discounts and list prices; 4.3.6.2 Manufacturer Price List ID; 4.3.6.3 Color options; 4.3.6.4 Delivery options; 4.3.6.5 Installation options; and 4.3.6.6 Lead-time from receipt of purchase order. All Products provide under this Contract that require assembly and installation should be performed by the awarded manufacturers’ certified installers. All installation work must meet the manufacturer’s specifications and industry standards. Company must provide the names and addresses of each certified installer/subcontractory by geographical area, see Section 7, Form 6. 21 Section 4 Scope of Products & Services FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 All work must be performed according to the standards established by the terms, specifications, and drawings for each project and meet the manufacturer’s specifications and industry standards. It shall be the obligation of the Installer to obtain clarification from the Project Coordinator concerning questions or conflicts in the specifications and drawings in a timely manner as to not delay the progress of the work. 4.4 Price Adjustments. All proposed pricing shall remain firm for the first year of the subsequent Contract through December 31, 2020. Companies may request price adjustments (increases/decreases) for consideration at least sixty (60) days prior to each anniversary of the Contract effective date. All requests must be submitted in writing to City of Charlotte City Procurement along with documentation of bona fide materials and labor increases for the cost of Products. No adjustment shall be made to compensate a Company for inefficiency in operation or for additional profit. Price decreases shall be accepted at any time during the term of the contract. 4.5 Environmental Purchasing Requirements. The following are applicable items covered by the City’s Sustainable Purchasing Policy that must be accommodated by the Company: Product or Service Examples Environmental Attributes Furniture Desks, chairs, tables, bookshelves Recycled content, recyclability, end of life management Companies are required to provide information with their Proposals regarding the environmental attributes in Section 7, Form 10. 4.6 New Products and Services. New Products and Services may be added to the resulting Contract(s) during the term of the Contract by written amendment, to the extent that those Products and Services are within the scope of this RFP and include, but will not be limited to, new Product added to the manufacturer’s list offerings, and services which reflect new technology and improved functionality. All requests are subject to review and approval of the City of Charlotte. 4.7 Safety. All Companies and installers or subcontractor performing Services for the City of Charlotte and Participating Public Agencies are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety Occupational Health Standards and any other applicable rules and regulations. The Company and subcontractors shall be held responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site area under this contract. 4.8 Warranty. In Section 7, Form 4, Company must address each of the following: 4.8.1 Applicable warranty and/or guarantees of furniture and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. 4.8.2 Warranty period start date. The City of Charlotte desires the warranty start at the time of substantial completion. 4.8.3 Availability of replacement parts. 4.8.4 Life expectancy of furniture under normal use. 22 Section 4 Scope of Products & Services FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 4.8.5 Detailed information as to proposed return policy on all furniture. 23 Section 5 Proposal Content and Format FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 5. PROPOSAL CONTENT AND FORMAT. The City desires all Proposals to be identical in format in order to facilitate comparison. While the City’s format may represent departure from the Company’s preference, the City requires strict adherence to the format. The Proposal will be in the format described below: A. Cover letter; B. Proposed Solution; C. The “Addenda Receipt Confirmation” set forth in Section 7, Form 2; D. The “Proposal Submission” set forth in Section 7, Form 3; E. The “Pricing Worksheet” set forth in Section 7, Form 4; F. The “MWSBE Utilization” form set forth in Section 7, Form 5; G. The “Company’s Background Response” form set forth in Section 7, Form 6; H. The “References” set forth in Section 7, Form 7; I. The “Certification Regarding Debarment, Suspension and Other Responsibility Matters” set forth in Section 7, Form 8; J. The “Byrd Anti-Lobbying Certification” set forth in Section 7, Form 9; K. The “Environmental Purchasing Responses” set forth in Section 7, Form 10; L. The “Response for National Cooperative Contract” set forth in Section 8, Exhibit A; M. The “Administrative Agreement, Example” set forth in Section 8, Exhibit B; N. The “Federal Funds Certifications” set forth in Section 8, Exhibit F; O. The “Ownership Disclosure Form” set forth in Section 8, Exhibit G, Doc #1; P. The “Non-Collusion Affidavit” set forth in Section 8, Exhibit G, Doc #2; Q. The “Affirmative Action Affidavit” set forth in Section 8, Exhibit G, Doc #3; R. The “Political Contribution Disclosure Form” set forth in Section 8, Exhibit G, Doc #4; S. The “Stockholder Disclosure Certification” set forth in Section 8, Exhibit G, Doc #5; T. The “Certification of Non-Involvement in Prohibited Activities in Iran” set forth in Section 8, Exhibit G, Doc #6; U. The “New Jersey Business Registration Certificate” set forth in Section 8, Exhibit G, Doc #7; and V. Exceptions to the Remainder of the RFP, including the Sample Contract in Section 9. The City encourages Proposals to be compatible with the City’s waste reduction goals and policies. Therefore, it is desired that all responses meet the following requirements:  All Proposals be printed 8 1/2" x 11" format with all standard text no smaller than eleven (11) points;  All copies be printed double-sided;  All copies be printed on recycled paper (at least 30% post-consumer recovered material and at least 30% total recovered material);  Unless necessary, all Proposal originals and copies should minimize or eliminate use of non- recyclable or non-reusable materials such as 3- ring binders, plastic report covers, plastic dividers, vinyl sleeves, and GBC binding. Glued materials, paper clips, and staples are acceptable; and  Materials be submitted in a format that allows for easy removal and recycling. Proposals must also include a CD or flash drive including the entire Proposal in a searchable format such as MS Word or Adobe Acrobat. Companies are required to organize the information requested in this RFP in accordance with the format and instructions outlined above and detailed below. Failure to do so may result in the City, at its sole discretion, deeming the Proposal non-responsive. The Company, however, may reduce the repetition of identical information within several sections of the Proposal by making 24 Section 5 Proposal Content and Format FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 the appropriate cross-references to other sections of the Proposal. Appendices for certain technical or financial information may be used to facilitate Proposal preparation. 5.1 Proposal Content. 5.1.1 Cover Letter. The Proposal must include a letter of transmittal attesting to its accuracy, signed by an individual authorized to execute binding legal documents. The cover letter shall provide the name, address, telephone and facsimile numbers of the Company along with the name, title, address, email address, telephone and facsimile numbers of the executive that has the authority to contract with the City. The cover letter shall present the Company's understanding of the Project and a summary of the approach to perform the Services. 5.1.2 Executive Summary. The Company shall submit an executive summary, which outlines its Proposal, including the proposed general management philosophy. The executive summary shall, at a minimum, include an identification of the proposed project team, responsibilities of the project team, and a summary of the proposed Products and Services. This section should highlight aspects of this Proposal, which make it superior or unique. 5.1.3 Required Forms. To be deemed responsive to this RFP, Companies must complete, in detail, all Proposal Forms listed in this Section 7, items numbered C through K and Section 8, items L through T. 5.1.4 Exceptions to the RFP. Exceptions must be submitted in accordance with Section 2.6.12 of this RFP. If exceptions are not identified in your Proposal they may not be considered during Contract negotiation and could result in Proposal being rejected from further consideration. If legal counsel needs to review the Sample Contract prior to signature, reviews must be completed before your Proposal is submitted. The City intends to enter into a City-drafted Contract with the successful Company that contains the terms and conditions set forth in Section 9 (“Sample Terms”). The number and extent of any exceptions and proposed additions to the Sample Terms will be one of the City’s evaluation criteria. Accordingly, each Company must state specifically in its Proposal any exceptions to the Sample Terms, or any such exceptions will be waived. Any Company-proposed additional terms or conditions must also be included in the Proposal, and the City reserves the right to refuse consideration of any terms not so included. Any proposed changes to the Sample Terms after tentative contract award may constitute a material change to the Company’s Proposal and be grounds for revoking the award. Notwithstanding the foregoing, the City reserves the right to modify the Sample Terms prior to or during contract negotiations if it is in the City’s best interest to do so. 25 Section 6 Evaluation Criteria FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 6. PROPOSAL EVALUATION CRITERIA. Proposals will be evaluated based on the Company's ability to meet the performance requirements of this RFP. This section provides a description of the evaluation criteria that will be used to evaluate the Proposals. To be deemed responsive, it is important for the Company to provide appropriate detail to demonstrate satisfaction of each criterion and compliance with the performance provisions outlined in this RFP. The Company’s Proposal will be the primary source of information used in the evaluation process. Proposals must contain information specifically related to the proposed Services and requested herein. Failure of any Company to submit information requested may result in the elimination of the Proposal from further evaluation. Proposals will be assessed to determine the most comprehensive, competitive and best value solution for the City based on, but not limited to, the criteria below. The City reserves the right to modify the evaluation criteria or waive portions thereof. Proposals will be evaluated on the following major categories: a. Qualifications and Experience; b. National/Corporate Support; c. Range and Quality of Products and Services Offerings; d. Project Approach and Proposed Solution; e. Pricing; f. Financial Qualifications; g. MWSBE inclusion efforts; and h. Acceptance of the Terms of the Contract. 6.1 Qualifications and Experience. Companies will be evaluated on the background and experience information provided in Section 7, Form 6. 6.2 National/Corporate Support. Companies will be evaluated based on their completed supplier qualifications, company history, national company capabilities and responses to all OMNIA Partners requirements included in this RFP. 6.3 Products and Services Offering. Proposals will be evaluated on the selection of Furniture, Installation and Related Products and Services they offer to the City and Participating Public Agencies with turnkey solutions to meet the various needs of all agencies. 6.4 Project Approach / Proposed Solution. Companies will be evaluated based upon their understanding, experience and qualifications in providing and performing the same or substantially similar Products and Services, as reflected by its experience in providing and performing such Products and Services. The evaluation will include references regarding work for organizations with needs similar to the City's, and the feasibility of the Company's approach for the provision of the Products and Services. 6.5 Pricing. Under this criterion, Proposals will be compared in terms of the most reasonable and effective pricing options. The Evaluation Committee will also take into consideration any indirect costs associated with the Products and Services. 6.6 Financial Qualifications. This criterion includes an evaluation of the financial qualifications of the Company. The evaluation will take into account the financial strength of the Company and its ability to meet the long-term financial requirements of the Contract. 26 Section 6 Evaluation Criteria FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 The Internal Audit Division of the City will evaluate the Proposal responses and give an opinion to the Evaluation Committee as to the financial strength of each Company based on the financial information submitted in accordance with this RFP. During the evaluation phase, the Company must be able to provide the required financial documents in Section 2.8 to City Procurement within two (2) business days upon written request. 6.7 MWSBE Subcontractor Utilization. The City maintains a strong commitment to the inclusion of MWSBEs in the City’s contracting and procurement process. For the purposes of this RFP, the City will consider a Company’s MWSBE certification and/or MWSBE subcontracting inclusion efforts. To count towards a Department MWSBE Goal, MWSBE certified Companies and/or their MWSBE subcontractors must meet the following certification criteria prior to Proposal submission:  Be designated as a City certified SBE; and/or  Be designated as a City registered MBE or WBE This Project has an aggregate MWSBE Goal of 10% for the City of Charlotte usage estimated to be $500,000 annually. MWSBE utilization is only one (1) criterion considered in the totality of all criteria listed in this Section 6. 6.8 Acceptance of the Terms of the Contract. The City will evaluate the Proposals for compliance with the terms, conditions, requirements, and specifications stated in this RFP including the sample contract language provided in Section 9. Regardless of exceptions taken, Companies shall provide pricing based on the requirements and terms set forth in this RFP. Exceptions shall be identified in accordance with Sections 2.6.12 and 5.1.4 of this RFP. 27 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 11. REQUIRED FORMS. REQUIRED FORM 1 – REQUEST FOR PROPOSALS ACKNOWLEDGEMENT RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES The Company hereby certifies receipt of the Request for Proposals for the City of Charlotte, North Carolina RFP #269-2019-105, FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES. This form should be completed upon receipt of the City’s Request for Proposals and faxed or emailed in time for the City to receive it by or before JUNE 27, 2019. Failure to submit this form by the designated date shall not preclude the Company from submitting a proposal. Please fax or email the completed Request for Proposals Acknowledgement Form to the attention of: Genetta N. Carothers Finance Department – City Procurement Fax: 704-632-8257 Email: gcarothers@charlottenc.gov Date: _________________________ Authorized Signature: _______________________________________________________ Title: __________________________________________________________________________ Company Name: ________________________________________________________________ Contact Name: _________________________________________________________________ Contact E-mail address: __________________________________________________________ Please check the appropriate space below and provide the requested information: _____We plan to attend the Pre-Proposal Conference and plan on submitting a Proposal Indicate number of attendees: In-Person Via Teleconference _____We do not plan to attend the Pre-Proposal Conference but plan on submitting a Proposal Reason: _____________________________________________________________________________ _____We do not plan to attend the Pre-Proposal Conference and do not plan on submitting a Proposal Reason: _____________________________________________________________________________ ___________________________________________________________________________________ 28 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 REQUIRED FORM 2 – ADDENDA RECEIPT CONFIRMATION RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES Please acknowledge receipt of all addenda by including this form with your Proposal. All addenda will be posted to the NC IPS website at www.ips.state.nc.us and the City’s Contract Opportunities Site at http://charlottenc.gov/DoingBusiness/Pages/ContractOpportunities.aspx. ADDENDUM #: DATE ADDENDUM DOWNLOADED FROM NC IPS: _____________ _________ _____________ _________ _____________ _________ _____________ _________ I certify that this proposal complies with the Specifications and conditions issued by the City except as clearly marked in the attached copy. _____________________________ ______________________ (Please Print Name) Date _____________________________ Authorized Signature _____________________________ Title _____________________________ Company Name 29 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 REQUIRED FORM 3 – PROPOSAL SUBMISSION FORM RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES This Proposal is submitted by: Company Name: ________________________________________________________ Representative (printed): ________________________________________________________ Address: ________________________________________________________ ________________________________________________________ City/State/Zip: ________________________________________________________ Email address: ________________________________________________________ Telephone: ________________________________________________________ (Area Code) Telephone Number Facsimile: ________________________________________________________ (Area Code) Fax Number The representative signing above hereby certifies and agrees that the following information is correct: 1. In preparing its Proposal, the Company has considered all proposals submitted from qualified, potential subcontractors and suppliers, and has not engaged in or condoned prohibited discrimination. 2. For purposes of this Section, discrimination means discrimination in the solicitation, selection, or treatment of any subcontractor, vendor or supplier on the basis of race, ethnicity, gender, age or disability or any otherwise unlawful form of discrimination. Without limiting the foregoing, discrimination also includes retaliating against any person or other entity for reporting any incident of discrimination. 3. Without limiting any other provision of the solicitation for proposals on this project, it is understood and agreed that, if this certification is false, such false certification will constitute grounds for the City to reject the Proposal submitted by the Company on this Project and to terminate any contract awarded based on such Proposal. 4. As a condition of contracting with the City, the Company agrees to maintain documentation sufficient to demonstrate that it has not discriminated in its solicitation or selection of subcontractors. The Company further agrees to promptly provide to the City all information and documentation that may be requested by the City from time to time regarding the solicitation and selection of subcontractors. Failure to maintain or failure to provide such information constitutes grounds for the City to reject the bid submitted by the Company or terminate any contract awarded on such proposal. 5. As part of its Proposal, the Company shall provide to the City a list of all instances within the past ten years where a complaint was filed or pending against the Company in a legal or administrative proceeding alleging that the Company discriminated against its subcontractors, vendors or 30 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 suppliers, and a description of the status or resolution of that complaint, including any remedial action taken. 6. The information contained in this Proposal or any part thereof, including its Exhibits, Schedules, and other documents and instruments delivered or to be delivered to the City, is true, accurate, and complete. This Proposal includes all information necessary to ensure that the statements therein do not in whole or in part mislead the City as to any material facts. 7. None of Company’s or its subcontractors’ owners, employees, directors, or contractors will be in violation of the City’s Conflict of Interest Policy for City, Secondary and Other Employment Relationships (HR 13) if a Contract is awarded to the Company. 8. It is understood by the Company that the City reserves the right to reject any and all Proposals, to make awards on all items or on any items according to the best interest of the City, to waive formalities, technicalities, to recover and resolicit this RFP. 9. This Proposal is valid for one hundred and eighty (180) calendar days from the Proposal due date. I, the undersigned, hereby acknowledge that my company was given the opportunity to provide exceptions to the Sample Contract as included herein as Section 9. As such, I have elected to do the following: ___ Include exceptions to the Sample Contract in the following section of my Proposal: _______ ___ Not include any exceptions to the Sample Contract. I, the undersigned, hereby acknowledge that my company was given the opportunity to indicate any Trade Secret materials or Personally Identifiable Information (“PII”) as detailed in Section 2.6.2. I understand that the City is legally obligated to provide my Proposal documents, excluding any appropriately marked Trade Secret information and PII, upon request by any member of the public. As such, my company has elected as follows: ___ The following section(s) of the of the Proposal are marked as Trade Secret or PII: ________ ___ No portion of the Proposal is marked as Trade Secret or PII. Representative (signed): ________________________________________________________ 31 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 REQUIRED FORM 4 – PRICING WORKSHEET RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES Regardless of exceptions taken, Companies shall provide pricing based on the requirements and terms set forth in this RFP. Pricing must be all-inclusive and cover every aspect of the Project. Cost must be in United States dollars. Your Price Proposal must reflect all costs for which the City/Participating Public Agencies will be responsible. For purposes of this RFP, assume an initial term of five (5) years, with the City having an option to renew for two (2) additional consecutive one (1) year terms thereafter. 1. Furniture Categories and Other Related Products: Company must identify the manufacturer’s list price number and date. Company must insert the fixed percentage discount of the manufacturer’s list price for each delivery and installation option in the table below: Fixed (%) Percentage Discount off the Manufacturer’s List Price  Category Verifiable Manufacturer’s List Price Number/Date Drop Ship Inside Delivery Basic Installation Expanded Service Installation Systems Furniture   Freestanding Furniture   Seating / Chairs   Soft Seating   Filing Systems, Storage & Equipment   Technology Support Furniture   Library Furniture   Science Library Furniture   Cafeteria Furniture   Early Childhood Furniture Audio / Visual Furniture   Art Instructional Furniture   Educational Office Furniture   Music Furniture & Storage   Career / Technical Education Furniture   Auditorium / Theater Fixed Seating   Other Related Products Verifiable Manufacturer’s List Price Number/Date  Drop Ship  Inside Delivery  Basic Installation  Expanded Service Installation                In the above table, Company may insert additional rows as necessary for any additional other related products offered by Company. 32 ADDITIONAL SERVICES AND SOLUTIONS - HOURLY RATES BY STATE COMPANY MUST SUBMIT IN HARD COPY AND EXCEL FORMAT ON FLASH DRIVE SECTION 7 - REQUIRED FORM 4 Additional Services & Solutions AL AK AZ AR CA CO CT DE FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO Installation After Hours Installation Design Project Management Asset Management Refurbishment Additional Services & Solutions MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY Installation After Hours Installation Design Project Management Asset Management Refurbishment 2. Company must insert the fixed hourly rate per state for the additional services and solutions in the table below. Company may insert additional rows as necessary for any addtitional services and solutions offered by the Company. Company must insert the fixed hourly rate per state for the additional services and solutions in the table below. Company may insert additional rows as necessary for any addtitional services and solutions offered by the Company. 33 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 3. Additional Services and Solutions: Company must insert the fixed monthly rate for storage in the table below: Additional Services & Solutions Monthly Rate  Storage $ 4. Pricing Incentives and Rebates: Please identify any incentive and rebates offered based on volume, dollar amounts, or other criteria below: Rebate Description Amount or Percentage 5. Payment Terms: __________________________ 6. Delivery: Company must state the normal delivery time (in calendar days) and any options for expediting delivery. _________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ 7. Warranty: Company must detail the following: a. Applicable warranty and/or guarantees of furniture and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. b. Warranty period start date. The City of Charlotte desires the warranty start at the time of substantial completion. c. Availability of replacement parts. d. Life expectancy of furniture under normal use. e. Detailed information as to proposed return policy on all furniture. 34 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 8. Sample Projects: Company must provide pricing for the Sample Projects provided in this Section. Pricing should be based on pricing quoted in Section 7, Form 4. Sample Project Pricing must be submitted in the format provided and in hard copy and Excel format on a flash drive. The Sample Projects will be used for evaluation purposes only. a. Sample Project #A – Conference Room b. Sample Project #B – Break Room c. Sample Project #C – Private Office d. Sample Project #D – 6’x7’ Workstations i. Pricing must include the furniture, all required panels, hardware, connectors, and brackets required to build the 12 workstations. e. Sample Project #E – Large Collaboration Space f. Sample Project #F – Lounge Seating Area 35 FURNITURE PLANS – Space Types A, B, C, and DA: Conference RoomB: Break RoomC: Private OfficeD: 6’x7’ WorkstationsABCD36 (1) 66”Wx30”D Double Pedestal Desk (Wood‐Look)•Plastic Laminate Top, Chassis and Pedestals•Matching T‐Mold Edge•Full Modesty Panel•Full‐Depth BBF and FF Pedestals, Locking•Square Pulls, Brushed Aluminum Finish (1) 66”Wx18”D Credenza (Wood‐Look)•Plastic Laminate Top, Chassis, Pedestals, Doors•Matching T‐Mold Edge•Two (2) Doors w/Adjustable Shelf (at each end)•Two Full‐Depth FF Pedestals, Locking•Square Pulls, Brushed Aluminum Finish (1) 120W”x42”D Conference Table•Plastic Laminate Top, Wood‐Look•Flat Matching T‐Mold Edge•Slab Legs with Power/Wiring Capability (laminate finish)•Integrated HDMI/USB/Power Hub(10) Conference Arm Chairs •Mesh Seat and Back •5‐Arm Swivel Base (painted)•Pneumatic Height Adjustment•Passive Seat Adjustment (auto‐adjusting, user weight‐based)•Open Static Arms, Hard Casters (for carpet use)(4) Poly Armless Stack Chairs•Poly Seat and Back•Painted 4‐Legged Base with Glides•Flexible Back(1) 30”DIAx29”H Table •Plastic Laminate Top, Wood‐Look•Flat Matching T‐Mold Edge•Painted X‐Base with glides (12) 6’x7’ Systems Workstations•72”Wx 30”D Adjustable Height Desk (Wood‐Look Top) with Two (2) Monitor Arms and CPU Sling•54”Wx 30”D Fixed Height Worksurface (Wood‐Look)•Mobile BF Pedestal with Cushion Top•36”Wx15”D 2‐Drawer Lateral File •Modular Panel Size: ~48”H with 13” Frosted Glass Topper(12) Multi‐Function, Adjustable Ergonomic Task Chairs•Upholstered Padded Seat, Mesh Back•5‐Arm Swivel Base (painted)•Adjustable Lumbar Support•Adjustable Seat: Tilt, Seat Pan, Locking Position•Adjustable Arm Width and Height (2) Side Chairs with Arms•Upholstered Seat, Poly Back•Painted 4‐Legged Base with Glides•Flexible Back(1) Mid‐Back Task Chair•Upholstered Padded Seat, Mesh Back•5‐Arm Swivel Base (painted)•Adjustable Seat Height•Adjustable Arm HeightA: Conference RoomC: Private OfficeB: Break RoomD: 6’x7’ Workstations 37 EFFURNITURE PLANS – Space Types E and FE: Large Collaboration SpaceF: Lounge Seating Area38 (6) 4‐Legged High Stools (to reach 42”H Table)•Poly Seat and Back•Painted 4‐Legged Base with Glides(1) 120”Wx42”Dx42”H Table •Plastic Laminate Top and End Support Panel Legs (Wood‐Look)•Matching Flat T‐Mold Edge•Integrated HDMI/USB/Power Hub E: Large Collaboration Space (1) Round Occasional Table•36”DIA x 18”‐19”H•Veneer Top•Brushed Aluminum Base(3) Large Lounge Chairs•Fully Upholstered Mid‐Back Swivel Lounge Chair•Approximately 32”Wx32”Dx32”H•4‐Prong Base (glides with return to center column; powder coated paint)F: Lounge Seating Area 39 SAMPLE PROJECT A - CONFERENCE ROOMSECTION 7 - REQUIRED FORM 4Category Product DescriptionVendor Product NumberManufacturer NameUnit of MeasureQty Manufacturer List Price Fixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceBasic Installation Expanded Service InstallationTOTAL:COLOR OPTIONS:LEAD‐TIME FROM RECEIPT OF PURCHASE ORDER:A ‐ Conference Room Drop Ship Inside Delivery40 SAMPLE PROJECT B - BREAK ROOMSECTION 7 - REQUIRED FORM 4Category Product DescriptionVendor Product NumberManufacturer NameUnit of MeasureQty Manufacturer List Price Fixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceBasic Installation Expanded Service InstallationTOTAL:COLOR OPTIONS:LEAD‐TIME FROM RECEIPT OF PURCHASE ORDER:B ‐ Break Room Drop Ship Inside Delivery41 SAMPLE PROJECT C - PRIVATE OFFICESECTION 7 - REQUIRED FORM 4Category Product DescriptionVendor Product NumberManufacturer NameUnit of MeasureQty Manufacturer List Price Fixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceBasic Installation Expanded Service InstallationTOTAL:COLOR OPTIONS:LEAD‐TIME FROM RECEIPT OF PURCHASE ORDER:C ‐ Private Office Drop Ship Inside Delivery42 SAMPLE PROJECT D - 6'X7' WORKSTATIONSSECTION 7 - REQUIRED FORM 4CategoryProduct DescriptionVendor Product NumberManufacturer NameUnit of MeasureQty Manufacturer List Price Fixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceCOLOR OPTIONS:LEAD‐TIME FROM RECEIPT OF PURCHASE ORDER:C ‐ 6'X7' Workstations: must include the furniture, all required panels, hardware, connectors, and brackets to build 12 workstations.Basic InstallationExpanded Service InstallationTOTAL:43 SAMPLE CONTRACT E - LARGE COLLABORATION SPACESECTION 7 - REQUIRED FORM 4Category Product DescriptionVendor Product NumberManufacturer NameUnit of MeasureQty Manufacturer List Price Fixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceBasic Installation Expanded Service InstallationTOTAL:COLOR OPTIONS:LEAD‐TIME FROM RECEIPT OF PURCHASE ORDER:E ‐ Large Collaboration Space Drop Ship Inside Delivery44 SAMPLE F - LOUNGE SEATING AREASECTION 7 - REQUIRED FORM 4Category Product DescriptionVendor Product NumberManufacturer NameUnit of MeasureQty Manufacturer List Price Fixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceFixed % DiscountUnit PriceExtended PriceBasic Installation Expanded Service InstallationTOTAL:COLOR OPTIONS:LEAD‐TIME FROM RECEIPT OF PURCHASE ORDER:F ‐ Lounge Seating Area Drop Ship Inside Delivery45 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 REQUIRED FORM 5 – M/W/SBE PARTICIPATION PLAN RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES The City maintains a strong commitment to the inclusion of MWSBEs in the City’s contracting and procurement process when there are viable subcontracting opportunities. Companies must submit this form with their proposal outlining any supplies and/or services to be provided by each City certified Small Business Enterprise (SBE), and/or City registered Minority Business Enterprise (MBE) and Woman Business Enterprise (WBE) for the Contract. If the Company is a City-registered MWSBE, note that on this form. Aggregate MWSBE Goal 10% for the City of Charlotte usage estimated to be $500,000 annually. A list of current registered and certified MWSBEs can be found at www.charlottebusinessinclusion.com. Failure to submit this form shall deem a Proposal non-responsive. Company Name: Please indicate if your company is any of the following: ____ MBE ____WBE ____SBE ____ None of the above If your company has been certified with any of the agencies affiliated with the designations above, indicate which agency, the effective and expiration date of that certification below: Agency Certifying: _______________ Effective Date: _______ Expiration Date: _______ Identify outreach efforts that were employed by the firm to maximize inclusion of MWSBEs to be submitted with the firm’s proposal (attach additional sheets if needed): ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ Identify outreach efforts that will be employed by the firm to maximize inclusion during the contract period of the Project (attach additional sheets if needed): ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ [Form continues on next page] 46 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 List below all MWSBEs that you intend to subcontract to while performing the Services: Subcontractor Name Description of work or materials Indicate either “M”, “S”, and/or “W” City Vendor # Total MBE Utilization % Total WBE Utilization % Total SBE Utilization % Total MWSBE Utilization % Representative (signed): ________________________________________________________ _______________ _____________________________ Date Representative Name 47 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 REQUIRED FORM 6 – COMPANY’S BACKGROUND RESPONSE RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES Companies shall complete and submit the form below as part of their response to this RFP. Additional pages may be attached as needed to present the information requested. Question Response Company’s legal name Company Location (indicate corporate headquarters and location that will be providing the Services). How many years has your company been in business? How long has your company been providing the Products and Services as described in Section 4? How many public sector (cities or counties) clients does your company have? How many are using the Services? Identify by name some of the clients similar to City (e.g., similar in size, complexity, location, type of organization). List any projects or services terminated by a government entity. Please disclose the government entity that terminated and explain the reason for the termination. List any litigation that your company has been involved with during the past two (2) years for Services similar to those in this RFP. Provide an overview and history of your company. If your company is a subsidiary, identify the number of employees in your company or division and the revenues of proposing company or division. Identify the percentage of revenue used for research and/or development by the proposing company or division. Identify any certifications held by your company if you are implementing or reselling another company's products or services. Include how long the partnership or certification has been effect. Describe your company’s complete corporate structure, including any parent companies, subsidiaries, affiliates and other related entities. Describe the ownership structure of your company, including any significant or controlling equity holders. 48 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 Provide a management organization chart of your company’s overall organization, including director and officer positions and names and the reporting structure. Describe the key individuals along with their qualifications, professional certifications and experience that would comprise your company’s team for providing the Services. If the Proposal will be from a team composed of more than one (1) company or if any subcontractor will provide more than fifteen percent (15%) of the Services, please describe the relationship, to include the form of partnership, each team member’s role, and the experience each company will bring to the relationship that qualifies it to fulfill its role. Provide descriptions and references for the projects on which team members have previously collaborated. Explain how your organization ensures that personnel performing the Services are qualified and proficient. Provide information regarding the level of staffing at your organization’s facilities that will be providing the Services, as well as the level of staffing at subcontractors’ facilities, if known or applicable. If your company has been the subject of a dispute or strike by organized labor within the last five (5) years, please describe the circumstances and the resolution of the dispute. Describe your security procedures to include physical plant, electronic data, hard copy information, and employee security. Explain your point of accountability for all components of the security process. Describe the results of any third party security audits in the last five (5) years. Provide the names and addresses of each certified installer/subcontractor by geographical area. 49 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 REQUIRED FORM 7 – REFERENCES RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES Companies shall complete the form below. The City’s preference is for references from organizations of similar size or where the Company is performing similar services to those described herein. If such references are not available, individuals or companies that can speak to the Company’s performance are adequate. Please do not list the City of Charlotte. Reference 1 Company Name: Contact Name: Phone Number: Reference 2 Company Name: Contact Name: Phone Number: Reference 3 Company Name: Contact Name: Phone Number: Reference 4 Company Name: Contact Name: Phone Number: Reference 5 Company Name: Contact Name: Phone Number: 50 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 REQUIRED FORM 8 – CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES The bidder, contractor, or subcontractor, as appropriate, certifies to the best of its knowledge and belief that neither it nor any of its officers, directors, or managers who will be working under the Contract, or persons or entities holding a greater than 10% equity interest in it (collectively “Principals”): 1. Are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any or state department or agency in the United States; 2. Have within a three-year period preceding this proposal 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 anti-trust or procurement statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 3. Are presently indicted for 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 4. Have within a three-year period preceding this application/proposal had one or more public transactions (federal, state or local) terminated for cause or default. I understand that a false statement on this certification may be grounds for rejection of this proposal or termination of the award or in some instances, criminal prosecution. I hereby certify as stated above: (Print Name) Signature Title Date I am unable to certify to one or more the above statements. Attached is my explanation. [Check box if applicable] (Print Name) Signature Title Date 51 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 REQUIRED FORM 9 – BYRD ANTI-LOBBYING CERTIFICATION RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES The undersigned certifies, to the best of his or her knowledge and belief, that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of and Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form—LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96)]. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including all subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction by 31 U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. ___________________________________ (the “Company”) certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Company understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. (Print Name) Company Name Authorized Signature Address Date City/State/Zip 52 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 REQUIRED FORM 10 – ENVIRONMENTAL PURCHASING RESPONSES RFP # 269-2019-105 FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES Companies shall complete and submit the form below regarding the products or supplies required to perform the Services. Question Response Recycled Content. Products must contain a certain percentage of recycled content. Please include the amount of recycled content, both pre- and post-consumer, included in your product. Recyclability. Please include the types of materials included in your product, and if they are considered recyclable in typical municipal recycling streams. Biodegradability. Products must be capable of decomposing under natural conditions. Please state whether each Product offered in your proposal is biodegradable. Compostability. Products must be capable of composting at a commercial composting facility. Please state whether each product offered in your proposal is compostable. Energy Consumption. Please include the total amount of energy consumed for product or service manufacture, use and disposal. Different sources of energy are associated with different environmental impacts. Energy Efficiency. Products must meet or exceed the Department of Energy (DOE) and Environmental Protection Agency criteria for use of the ENERGY STAR trademark label; or is in the upper 25% of efficiency for all similar products as designated by the U.S. Department of Energy’s Federal Energy Management Program. Water Efficiency. Eligible products must meet or exceed the Environmental Protection Agency’s WaterSense program, or be water-efficient or low-flow fixtures. Low VOCs. 53 Section 7 Required Forms FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 Products should contain low or no volatile organic compounds (VOCs). Please indicate any VOC content in each applicable product offered in your proposal. Reduced Packaging. Please include any efforts made to reduce the packaging of the products included in this proposal. Pollution Prevention. Please state your company’s policy on source reduction. The Pollution Prevention Act defines source reduction to mean any practice that: (1) Reduces the amount of any hazardous substance, pollutant or contaminant entering any waste stream or otherwise released into the environment (including fugitive emissions) prior to recycling, treatment or disposal, and (2) Reduces the hazards to public health and the environment associated with the release of such substances, pollutants or contaminants. The term includes: equipment or technology modifications, process or procedure modifications, reformulation or redesign of products, substitution of raw materials, and improvements in housekeeping, maintenance, training or inventory control. Life Cycle Management. Please state how many times your product may be reused. (Since reusable products generally require more upfront costs than disposable products, they are often subjected to a cost/benefit analysis in order to determine the life cycle cost). End of Life Management. Will the manufacturer or designee accept the product back at the end-of-life? (who pays for the transportation of the product may be situation-specific). 54 Section 8 OMNIA Partners Requirements – Attachment A FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 OMNIA PARTNERS REQUIREMENTS - ATTACHMENT A Requirements for National Cooperative Contract To be Administered by OMNIA Partners The following documents are used in evaluating and administering national cooperative contracts and are included for Supplier’s review and response. OMNIA Partners Exhibit A – RESPONSE FOR NATIONAL COOPERATIVE CONTRACT OMNIA Partners Exhibit B – ADMINISTRATION AGREEMENT, EXAMPLE OMNIA Partners Exhibit C – MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT, EXAMPLE OMNIA Partners Exhibit D – PRINCIPAL PROCUREMENT AGENCY CERTIFICATE, EXAMPLE OMNIA Partners Exhibit E – CONTRACT SALES REPORTING TEMPLATE OMNIA Partners Exhibit F – FEDERAL FUNDS CERTIFICATIONS OMNIA Partners Exhibit G – NEW JERSEY BUSINESS COMPLIANCE OMNIA Partners Exhibit H –ADVERTISING COMPLIANCE REQUIREMENT 55 Section 8 OMNIA Partners Requirements – Exhibit A FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 OMNIA PARTNERS EXHIBITS EXHIBIT A – RESPONSE FOR NATIONAL COOPERATIVE CONTRACT 1.0 Scope of National Cooperative Contract Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master Agreement or in the Administration Agreement between Supplier and OMNIA Partners. 1.1 Requirement The City of Charlotte (hereinafter defined and referred to as “Principal Procurement Agency”), on behalf of itself and the National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector (“OMNIA Partners”), is requesting proposals for Furniture, Installation and Related Products and Services. The intent of this Request for Proposal is any contract between Principal Procurement Agency and Company resulting from this Request for Proposal (“Master Agreement”) be made available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through OMNIA Partners’ cooperative purchasing program. The Principal Procurement Agency has executed a Principal Procurement Agency Certificate with OMNIA Partners, an example of which is included as Exhibit D, and has agreed to pursue the Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners as a Participating Public Agency in OMNIA Partners’ cooperative purchasing program. Registration with OMNIA Partners as a Participating Public Agency is accomplished by Public Agencies entering into a Master Intergovernmental Cooperative Purchasing Agreement, an example of which is attached as Exhibit C. The terms and pricing established in the resulting Master Agreement between the Company and the Principal Procurement Agency will be the same as that available to Participating Public Agencies through OMNIA Partners. All transactions, purchase orders, invoices, payments etc., will occur directly between the Company and each Participating Public Agency individually, and neither OMNIA Partners, any Principal Procurement Agency nor any Participating Public Agency, including their respective agents, directors, employees or representatives, shall be liable to Company for any acts, liabilities, damages, etc., incurred by any other Participating Public Agency. Supplier is responsible for knowing the tax laws in each state. This Exhibit A defines the expectations for qualifying Companies based on OMNIA Partners’ requirements to market the resulting Master Agreement nationally to Public Agencies. Each section in this Exhibit A refers to the capabilities, requirements, obligations, and prohibitions of competing Companies on a national level in order to serve Participating Public Agencies through OMNIA Partners. These requirements are incorporated into and are considered an integral part of this RFP. OMNIA Partners reserves the right to determine whether or not to make the Master Agreement awarded by the Principal Procurement Agency available to Participating Public Agencies, in its sole and absolute discretion, and any party submitting a response to this RFP acknowledges that any award by the Principal Procurement Agency does not obligate OMNIA Partners to make the Master Agreement available to Participating Procurement Agencies. 56 Section 8 OMNIA Partners Requirements – Exhibit A FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 1.2 Marketing, Sales and Administrative Support During the term of the Master Agreement OMNIA Partners intends to provide marketing, sales and administrative support for Company pursuant to this section that directly promotes the Company’s products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. The OMNIA Partners marketing team will work in conjunction with Company to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through channels that may include: A. Marketing collateral (print, electronic, email, presentations) B. Website C. Trade shows/conferences/meetings D. Advertising E. Social Media The OMNIA Partners sales teams will work in conjunction with Company to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through initiatives that may include: A. Individual sales calls B. Joint sales calls C. Communications/customer service D. Training sessions for Public Agency teams E. Training sessions for Company teams The OMNIA Partners contracting teams will work in conjunction with Company to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through: A. Serving as the subject matter expert for questions regarding joint powers authority and state statutes and regulations for cooperative purchasing B. Training sessions for Public Agency teams C. Training sessions for Company teams D. Regular business reviews to monitor program success E. General contract administration Companies are required to pay an administrative fee of three percent (3%) of the greater of the Contract Sales under the Master Agreement and Guaranteed Contract Sales under this Request for Proposal. Company will be required to execute the OMNIA Partners Administration Agreement (Exhibit B). 1.3 Estimated Volume The dollar volume purchased under the Master Agreement is estimated to be approximately $300M annually. While no minimum volume is guaranteed to Company, the estimated annual volume is projected based on the current annual volumes among the Principal Procurement Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between Company and OMNIA Partners. 57 Section 8 OMNIA Partners Requirements – Exhibit A FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 1.4 Award Basis The basis of any contract award resulting from this RFP made by Principal Procurement Agency will, at OMNIA Partners option, be the basis of award on a national level through OMNIA Partners. If multiple Companies are awarded by Principal Procurement Agency under the Master Agreement, those same Companies will be required to extend the Master Agreement to Participating Public Agencies through OMNIA Partners. Utilization of the Master Agreement by Participating Public Agencies will be at the discretion of the individual Participating Public Agency. Certain terms of the Master Agreement specifically applicable to the Principal Procurement Agency are subject to modification for each Participating Public Agency as Company, such Participating Public Agency and OMNIA Partners shall agree. Participating Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (i.e. invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underutilized business, governing law, etc.). It shall be the responsibility of the Company to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the Participating Agency. It shall further be the responsibility of the Company to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of this contract and adjust wage rates accordingly. Any supplemental agreement developed as a result of the Master Agreement is exclusively between the Participating Agency and the Company (Contract Sales are reported to OMNIA Partners). All purchase orders issued and accepted by the Company may survive expiration or termination of the Master Agreement. Participating Agencies’ purchase orders may exceed the term of the Contract if the purchase order is issued prior to the expiration of the Contract. Company is responsible for reporting all sales and paying the applicable administrative fee for sales that use the Master Agreement as the basis for the purchase order, even though Master Agreement may have expired. 1.5 Objectives of Cooperative Program This RFP is intended to achieve the following objectives regarding availability through OMNIA Partners’ cooperative program: A. Provide a comprehensive competitively solicited and awarded national agreement offering the Products covered by this solicitation to Participating Public Agencies; B. Establish the Master Agreement as the Company’s primary go to market strategy to Public Agencies nationwide; C. Achieve cost savings for Company and Public Agencies through a single solicitation process that will reduce the Company’s need to respond to multiple solicitations and Public Agencies need to conduct their own solicitation process; D. Combine the aggregate purchasing volumes of Participating Public Agencies to achieve cost effective pricing. 58 Section 8 OMNIA Partners Requirements – Exhibit A FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 2.0 REPRESENTATIONS AND COVENANTS As a condition to Company entering into the Master Agreement, which would be available to all Public Agencies, Company must make certain representations, warranties and covenants to both the Principal Procurement Agency and OMNIA Partners designed to ensure the success of the Master Agreement for all Participating Public Agencies as well as the Company. 2.1 Corporate Commitment Company commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Company’s executive management, (2) the Master Agreement is Company's primary “go to market” strategy for Public Agencies, (3) the Master Agreement will be promoted to all Public Agencies, including any existing customers, and Company will transition existing customers, upon their request, to the Master Agreement, and (4) that the Company has read and agrees to the terms and conditions of the Administration Agreement with OMNIA Partners and will execute such agreement concurrent with and as a condition of its execution of the Master Agreement with the Principal Procurement Agency. Company will identify an executive corporate sponsor and a separate national account manager within the RFP response that will be responsible for the overall management of the Master Agreement. 2.2 Pricing Commitment Company commits the not-to-exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, the Company will match such lower pricing to that Participating Public Agency under the Master Agreement. 2.3 Sales Commitment Company commits to aggressively market the Master Agreement as its go to market strategy in this defined sector and that its sales force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through OMNIA Partners nationwide. Company commits that all Master Agreement sales will be accurately and timely reported to OMNIA Partners in accordance with the OMNIA Partners Administration Agreement. Company also commits its sales force will be compensated, including sales incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Company were not awarded the Master Agreement. 3.0 COMPANY RESPONSE Company must supply the following information in order for the Principal Procurement Agency to determine Company’s qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners. 3.1 Company A. Brief history and description of Company. B. Total number and location of sales persons employed by Company. C. Number and location of support centers (if applicable) and location of corporate office. D. Annual sales for the three previous fiscal years. E. Submit FEIN and Dunn & Bradstreet report. F. Describe any green or environmental initiatives or policies. G. Describe any diversity programs or partners Company does business with and how Participating Agencies may use diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity program. 59 Section 8 OMNIA Partners Requirements – Exhibit A FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 H. Describe any historically underutilized business certifications Company holds and the certifying agency. This may include business enterprises such as minority and women owned, small or disadvantaged, disable veterans, etc. I. Describe how Company differentiates itself from its competitors. J. Describe any present or past litigation, bankruptcy or reorganization involving Company. K. Felony Conviction Notice: Indicate if the Company a. is a publicly held corporation and this reporting requirement is not applicable; b. is not owned or operated by anyone who has been convicted of a felony; or c. is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions. L. Describe any debarment or suspension actions taken against Company. 3.2 Distribution, Logistics A. Describe the full line of Products and Services offered by Company. B. Describe how Company proposes to distribute the Products/Services nationwide. Include any states where Products and Services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas. C. Identify all other companies that will be involved in processing, handling or shipping the Products/Services to the end user. D. Provide the number, size and location of Company’s distribution facilities, warehouses and retail network as applicable. 3.3 Marketing and Sales A. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as Company’s primary go to market strategy for Public Agencies to Company’s teams nationwide, to include, but not limited to: i. Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days. ii. Training and education of Company’s national sales force with participation from the Company’s executive leadership, along with the OMNIA Partners team within first 90 days. B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Company, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to: i. Creation and distribution of a co-branded press release to trade publications. ii. Announcement, contract details and contact information published on the Supplier’s website within first 90 days. iii. Design, publication and distribution of co-branded marketing materials within first 90 days. iv. Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and Company-specific trade shows, conferences and meetings throughout the term of the Master Agreement. v. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Company. In addition, Company commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners. vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement. 60 Section 8 OMNIA Partners Requirements – Exhibit A FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.). viii. Dedicated OMNIA Partners internet web-based homepage on Company’s website with:  OMNIA Partners standard logo;  Copy of original Request for Proposal;  Copy of contract and amendments between Principal Procurement Agency and Company;  Summary of Products and pricing;  Marketing Materials;  Electronic link to OMNIA Partners’ website including the online registration page; and  A dedicated toll-free number and email address for OMNIA Partners. C. Describe how Company will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners. Include a list of current cooperative contracts (regional and national) Company holds and describe how the Master Agreement will be positioned among the other cooperative agreements. D. Acknowledge Company agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well. E. Confirm Company will be proactive in direct sales of Company’s Products and Services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Company’s sales initiatives should communicate: i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency; ii. Best government pricing; iii. No cost to participate; and iv. Non-exclusive contract. F. Confirm Company will train its national sales force on the Master Agreement. At a minimum, sales training should include: i. Key features of Master Agreement; ii. Working knowledge of the solicitation process; iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners; and iv. Knowledge of benefits of the use of cooperative contracts. G. Provide the name, title, email and phone number for the person(s), who will be responsible for: i. Executive Support; ii. Marketing; iii. Sales; iv. Sales Support; v. Financial Reporting; vi. Accounts Payable; and vii. Contracts. H. Describe in detail how Company’s national sales force is structured, including contact information for the highest-level executive in charge of the sales team. I. Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the national program. J. Explain in detail how Company will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales 61 Section 8 OMNIA Partners Requirements – Exhibit A FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 efforts, timely new Participating Public Agency account set-up, timely contract administration, etc. K. State the amount of Company’s Public Agency sales for the previous fiscal year. Provide a list of Company’s top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each. L. Describe Company’s information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions. M. Provide the Contract Sales (as defined in Section 10 of the National Intergovernmental Purchasing Alliance Company Administration Agreement) that Company will guarantee each year under the Master Agreement for the initial three years of the Master Agreement (“Guaranteed Contract Sales”). $_______.00 in year one $_______.00 in year two $_______.00 in year three To the extent Company guarantees minimum Contract Sales, the administration fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales. N. Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement. i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners). ii. If competitive conditions require pricing lower than the standard Master Agreement not-to-exceed pricing, Company may respond with lower pricing through the Master Agreement. If Company is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners under the Master Agreement. iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to OMNIA Partners). iv. If alternative or multiple proposals are permitted, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal. Detail Company’s strategies under these options when responding to a solicitation. 62 Section 8 OMNIA Partners Requirements – Exhibit B FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 OMNIA PARTNERS EXHIBITS EXHIBIT B – ADMINISTRATION AGREEMENT, EXAMPLE ADMINISTRATION AGREEMENT THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made this ___ day of ______ 20___, between National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector (“OMNIA Partners, Public Sector”), and ________________ (“Supplier”). RECITALS WHEREAS, the ___________________ (the “Principal Procurement Agency”) has entered into a Master Agreement effective _________________, Agreement No_______, by and between the Principal Procurement Agency and Supplier, (as may be amended from time to time in accordance with the terms thereof, the “Master Agreement”), as attached hereto as Exhibit A and incorporated herein by reference as though fully set forth herein, for the purchase of ____________________________ (the “Product”); WHEREAS, said Master Agreement provides that any or all public agencies, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (collectively, “Public Agencies”), that register (either via registration on the OMNIA Partners, Public Sector website or execution of a Master Intergovernmental Cooperative Purchasing Agreement, attached hereto as Exhibit B) (each, hereinafter referred to as a “Participating Public Agency”) may purchase Product at prices stated in the Master Agreement; WHEREAS, Participating Public Agencies may access the Master Agreement which is offered through OMNIA Partners, Public Sector to Public Agencies; WHEREAS, OMNIA Partners, Public Sector serves as the contract administrator of the Master Agreement on behalf of Principal Procurement Agency; WHEREAS, Principal Procurement Agency desires OMNIA Partners, Public Sector to proceed with administration of the Master Agreement; and WHEREAS, OMNIA Partners, Public Sector and Supplier desire to enter into this Agreement to make available the Master Agreement to Participating Public Agencies and to set forth certain terms and conditions governing the relationship between OMNIA Partners, Public Sector and Supplier. NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, OMNIA Partners, Public Sector and Supplier hereby agree as follows: 63 Section 8 OMNIA Partners Requirements – Exhibit B FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DEFINITIONS 1. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Master Agreement. TERMS AND CONDITIONS 2. The Master Agreement and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. Supplier acknowledges and agrees that the covenants and agreements of Supplier set forth in the solicitation and Supplier’s response thereto resulting in the Master Agreement are incorporated herein and are an integral part hereof. 3. OMNIA Partners, Public Sector shall be afforded all of the rights, privileges and indemnifications afforded to Principal Procurement Agency by or from Supplier under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to OMNIA Partners, Public Sector, its agents, employees, directors, and representatives under this Agreement including, but not limited to, Supplier’s obligation to obtain appropriate insurance. 4. OMNIA Partners, Public Sector shall perform all of its duties, responsibilities and obligations as contract administrator of the Master Agreement on behalf of Principal Procurement Agency as set forth herein, and Supplier hereby acknowledges and agrees that all duties, responsibilities and obligations will be undertaken by OMNIA Partners, Public Sector solely in its capacity as the contract administrator under the Master Agreement. 5. With respect to any purchases by Principal Procurement Agency or any Participating Public Agency pursuant to the Master Agreement, OMNIA Partners, Public Sector shall not be: (i) construed as a dealer, re-marketer, representative, partner or agent of any type of the Supplier, Principal Procurement Agency or any Participating Public Agency; (ii) obligated, liable or responsible for any order for Product made by Principal Procurement Agency or any Participating Public Agency or any employee thereof under the Master Agreement or for any payment required to be made with respect to such order for Product; and (iii) obligated, liable or responsible for any failure by Principal Procurement Agency or any Participating Public Agency to comply with procedures or requirements of applicable law or the Master Agreement or to obtain the due authorization and approval necessary to purchase under the Master Agreement. OMNIA Partners, Public Sector makes no representation or guaranty with respect to any minimum purchases by Principal Procurement Agency or any Participating Public Agency or any employee thereof under this Agreement or the Master Agreement. 6. OMNIA Partners, Public Sector shall not be responsible for Supplier’s performance under the Master Agreement, and Supplier shall hold OMNIA Partners, Public Sector harmless from any liability that may arise from the acts or omissions of Supplier in connection with the Master Agreement. 7. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OMNIA PARTNERS, PUBLIC SECTOR EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING OMNIA PARTNERS, PUBLIC SECTOR’ PERFORMANCE AS A CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT. OMNIA PARTNERS, PUBLIC SECTOR SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF OMNIA PARTNERS, PUBLIC SECTOR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 64 Section 8 OMNIA Partners Requirements – Exhibit B FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 TERM OF AGREEMENT; TERMINATION 8. This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the provisions of Sections 3 – 8 and 12 – 23, hereof and the indemnifications afforded by the Supplier to OMNIA Partners, Public Sector in the Master Agreement, to the extent such provisions survive any expiration or termination of the Master Agreement, shall survive the expiration or termination of this Agreement. 9. Supplier’s failure to maintain its covenants and commitments contained in this Agreement or any action of the Supplier which gives rise to a right by Principal Procurement Agency to terminate the Master Agreement shall constitute a material breach of this Agreement. If such breach is not cured within thirty (30) days of written notice to Supplier, in addition to any and all remedies available at law or equity, OMNIA Partners, Public Sector shall have the right to terminate this Agreement, at OMNIA Partners, Public Sector’ sole discretion. Notwithstanding anything contained herein to the contrary, this Agreement shall terminate on the date of the termination or expiration of the Master Agreement. NATIONAL PROMOTION 10. OMNIA Partners, Public Sector and Supplier shall publicize and promote the availability of the Master Agreement’s products and services to Public Agencies and such agencies’ employees. Supplier shall require each Public Agency to register its participation in the OMNIA Partners, Public Sector program by either registering on the OMNIA Partners, Public Sector website (www.omniapartners.com/publicsector), or executing a Master Intergovernmental Cooperative Purchasing Agreement prior to processing the Participating Public Agency’s first sales order. Upon request, Supplier shall make available to interested Public Agencies a copy of the Master Agreement and such price lists or quotes as may be necessary for such Public Agencies to evaluate potential purchases. 11. Supplier shall provide such marketing and administrative support as set forth in the solicitation resulting in the Master Agreement, including assisting in development of marketing materials as reasonably requested by Principal Procurement Agency and OMNIA Partners, Public Sector. Supplier shall be responsible for obtaining permission or license of use and payment of any license fees for all content and images Supplier provides to OMNIA Partners, Public Sector or posts on the OMNIA Partners, Public Sector website. Supplier shall indemnify, defend and hold harmless OMNIA Partners, Public Sector for use of all such content and images including copyright infringement claims. Supplier and OMNIA Partners, Public Sector each hereby grant to the other party a limited, revocable, non-transferable, non-sublicensable right to use such party’s logo (each, the “Logo”) solely for use in marketing the Master Agreement. Each party shall provide the other party with the standard terms of use of such party’s Logo, and such party shall comply with such terms in all material respects. Both parties shall obtain approval from the other party prior to use of such party’s Logo. Notwithstanding the foregoing, the parties understand and agree that except as provided herein neither party shall have any right, title or interest in the other party’s Logo. Upon termination of this Agreement, each party shall immediately cease use of the other party’s Logo. ADMINISTRATIVE FEE, REPORTING & PAYMENT 12. An “Administrative Fee” shall be defined and due to OMNIA Partners, Public Sector from Supplier in the amount of three percent (3%) (“Administrative Fee Percentage”) multiplied by the total purchase amount paid to Supplier, less refunds, credits on returns, rebates and discounts, for the sale of products and/or services to Principal Procurement Agency and Participating Public Agencies pursuant to the Master Agreement (as amended from time to time and including any renewal thereof) (“Contract Sales”). From time to time the parties may mutually agree in writing to a lower Administrative Fee Percentage for a specifically identified Participating Public Agency’s Contract Sales. 65 Section 8 OMNIA Partners Requirements – Exhibit B FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 13. Supplier shall provide OMNIA Partners, Public Sector with an electronic accounting report monthly, in the format prescribed by OMNIA Partners, Public Sector, summarizing all Contract Sales for each calendar month. The Contract Sales reporting format is provided as Exhibit C (“Contract Sales Report”), attached hereto and incorporated herein by reference. Contract Sales Reports for each calendar month shall be provided by Supplier to OMNIA Partners, Public Sector by the 10th day of the following month. Failure to provide a Contract Sales Report within the time and manner specified herein shall constitute a material breach of 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 Principal Procurement Agency’s sole discretion, and/or this Agreement, at OMNIA Partners, Public Sector’ sole discretion. 14. Administrative Fee payments are to be paid by Supplier to OMNIA Partners, Public Sector at the frequency and on the due date stated in Section 13, above, for Supplier’s submission of corresponding Contract Sales Reports. Administrative Fee payments are to be made via Automated Clearing House (ACH) to the OMNIA Partners, Public Sector designated financial institution identified in Exhibit D. Failure to provide a payment of the Administrative Fee within the time and manner specified herein shall constitute a material breach of 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 Principal Procurement Agency’s sole discretion, and/or this Agreement, at OMNIA Partners, Public Sector’ sole discretion. All Administrative Fees not paid when due shall bear interest at a rate equal to the lesser of one and one-half percent (1 1/2%) per month or the maximum rate permitted by law until paid in full. 15. Supplier shall maintain an accounting of all purchases made by Participating Public Agencies under the Master Agreement. OMNIA Partners, Public Sector, or its designee, in OMNIA Partners, Public Sector’ sole discretion, reserves the right to compare Participating Public Agency records with Contract Sales Reports submitted by Supplier for a period of four (4) years from the date OMNIA Partners, Public Sector receives such report. In addition, OMNIA Partners, Public Sector may engage a third party to conduct an independent audit of Supplier’s monthly reports. In the event of such an audit, Supplier shall provide all materials reasonably requested relating to such audit by OMNIA Partners, Public Sector at the location designated by OMNIA Partners, Public Sector. In the event an underreporting of Contract Sales and a resulting underpayment of Administrative Fees is revealed, OMNIA Partners, Public Sector will notify the Supplier in writing. Supplier will have thirty (30) days from the date of such notice to resolve the discrepancy to OMNIA Partners, Public Sector’ reasonable satisfaction, including payment of any Administrative Fees due and owing, together with interest thereon in accordance with Section 13, and reimbursement of OMNIA Partners, Public Sector’ costs and expenses related to such audit. GENERAL PROVISIONS 16. This Agreement, the Master Agreement and the exhibits referenced herein supersede any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereto and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained or incorporated herein shall be valid or binding. In the event of any conflict between the provisions of this Agreement and the Master Agreement, as between OMNIA Partners, Public Sector and Supplier, the provisions of this Agreement shall prevail. 17. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement or to recover any Administrative Fee and accrued interest, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which it may be entitled. 18. This Agreement and OMNIA Partners, Public Sector’ rights and obligations hereunder may be assigned at OMNIA Partners, Public Sector’ sole discretion to an affiliate of OMNIA Partners, Public Sector, any purchaser of any or all or substantially all of the assets of OMNIA Partners, Public Sector, or the successor entity as a result of a merger, reorganization, consolidation, conversion or change of control, whether 66 Section 8 OMNIA Partners Requirements – Exhibit B FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 by operation of law or otherwise. Supplier may not assign its obligations hereunder without the prior written consent of OMNIA Partners, Public Sector. 19. All written communications given hereunder shall be delivered by first-class mail, postage prepaid, or overnight delivery on receipt to the addresses as set forth below. A. OMNIA Partners, Public Sector: OMNIA Partners, Public Sector Attn: President 840 Crescent Centre Drive Suite 600 Franklin, TN 37067 B. Supplier: ____________________ ____________________ ____________________ ____________________ 20. If any provision of this Agreement shall be deemed to be, or shall in fact 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, and this Agreement will be construed by limiting or invalidating such provision to the minimum extent necessary to make such provision valid, legal and enforceable. 21. This Agreement may not be amended, changed, modified, or altered without the prior written consent of the parties hereto, and no provision of this Agreement may be discharged or waived, except by a writing signed by the parties. A waiver of any particular provision will not be deemed a waiver of any other provision, nor will a waiver given on one occasion be deemed to apply to any other occasion. 22. This Agreement shall inure to the benefit of and shall be binding upon OMNIA Partners, Public Sector, the Supplier and any respective successor and assign thereto; subject, however, to the limitations contained herein. 23. This Agreement will be construed under and governed by the laws of the State of Delaware, excluding its conflicts of law provisions and any action arising out of or related to this Agreement shall be commenced solely and exclusively in the state or federal courts in Williamson County Tennessee. 24. This Agreement may be executed in counterparts, each of which is an original but all of which, together, shall constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile, or by .pdf or similar electronic transmission, will constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile, or by .pdf or similar electronic transmission, will be deemed to be their original signatures for any purpose whatsoever. 67 Section 8 OMNIA Partners Requirements – Exhibit B FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 [INSERT SUPPLIER ENTITY NAME] OMNIA PARTNERS, PUBLIC SECTOR Signature Signature Sarah Vavra Name Name Sr. Vice President, Public Sector Contracting Title Title Date Date 68 Section 8 OMNIA Partners Requirements – Exhibit C FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 OMNIA PARTNERS EXHIBITS EXHIBIT C - MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT This Master Intergovernmental Cooperative Purchasing Agreement (this “Agreement”) is entered into by and between those certain government agencies that execute a Principal Procurement Agency Certificate (“Principal Procurement Agencies”) with National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector and/or Communities Program Management, LLC, a California limited liability company d/b/a U.S. Communities (collectively, “OMNIA Partners, Public Sector”) to be appended and made a part hereof and such other public agencies (“Participating Public Agencies”) who register to participate in the cooperative purchasing programs administered by OMNIA Partners, Public Sector and its affiliates and subsidiaries (collectively, the “OMNIA Partners Parties”) by either registering on the OMNIA Partners, Public Sector website (www.omniapartners.com/publicsector or any successor website), or by executing a copy of this Agreement. RECITALS WHEREAS, after a competitive solicitation and selection process by Principal Procurement Agencies, in compliance with their own policies, procedures, rules and regulations, a number of suppliers have entered into “Master Agreements” (herein so called) to provide a variety of goods, products and services (“Products”) to the applicable Principal Procurement Agency and the Participating Public Agencies; WHEREAS, Master Agreements are made available by Principal Procurement Agencies through the OMNIA Partners Parties and provide that Participating Public Agencies may purchase Products on the same terms, conditions and pricing as the Principal Procurement Agency, subject to any applicable federal and/or local purchasing ordinances and the laws of the State of purchase; and WHEREAS, in addition to Master Agreements, the OMNIA Partners Parties may from time to time offer Participating Public Agencies the opportunity to acquire Products through other group purchasing agreements. NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and of the mutual benefits to result, the parties hereby agree as follows: 1. Each party will facilitate the cooperative procurement of Products. 2. The Participating Public Agencies shall procure Products in accordance with and subject to the relevant federal, state and local statutes, ordinances, rules and regulations that govern Participating Public Agency’s procurement practices. The Participating Public Agencies hereby acknowledge and agree that it is the intent of the parties that all provisions of this Agreement and that Principal Procurement Agencies’ participation in the program described herein comply with all applicable laws, including but not limited to the requirements of 42 C.F.R. § 1001.952(h), as may be amended from time to time. The Participating Public Agencies further acknowledge and agree that they are solely responsible for their compliance with all applicable “safe harbor” regulations, including but not limited to any and all obligations to fully and accurately report discounts and incentives. 3. The Participating Public Agency represents and warrants that the Participating Public Agency is not a hospital or other healthcare provider and is not purchasing Products on behalf of a hospital or healthcare provider. 4. The cooperative use of Master Agreements shall be in accordance with the terms and conditions of the Master Agreements, except as modification of those terms and conditions is otherwise required by applicable federal, state or local law, policies or procedures. 69 Section 8 OMNIA Partners Requirements – Exhibit C FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 5. The Principal Procurement Agencies will make available, upon reasonable request, Master Agreement information which may assist in improving the procurement of Products by the Participating Public Agencies. 6. The Participating Public Agency agrees the OMNIA Partners Parties may provide access to group purchasing organization (“GPO”) agreements directly or indirectly by enrolling the Participating Public Agency in another GPO’s purchasing program, including but not limited to Vizient Source, LLC, Provista, Inc. and other OMNIA Partners, Public Sector affiliates and subsidiaries; provided the purchase of Products through the OMNIA Partners Parties or any other GPO shall be at the Participating Public Agency’s sole discretion. 7. The Participating Public Agencies (each a “Procuring Party”) that procure Products through any Master Agreement or GPO Product supply agreement (each a “GPO Contract”) will make timely payments to the distributor, manufacturer or other vendor (collectively, “Supplier”) for Products received in accordance with the terms and conditions of the Master Agreement or GPO Contract, as applicable. Payment for Products and inspections and acceptance of Products ordered by the Procuring Party shall be the exclusive obligation of such Procuring Party. Disputes between Procuring Party and any Supplier shall be resolved in accordance with the law and venue rules of the State of purchase unless otherwise agreed to by the Procuring Party and Supplier. 8. The Procuring Party shall not use this Agreement as a method for obtaining additional concessions or reduced prices for purchase of similar products or services outside of the Master Agreement. Master Agreements may be structured with not-to-exceed pricing, in which cases the Supplier may offer the Procuring Party and the Procuring Party may accept lower pricing or additional concessions for purchase of Products through a Master Agreement. 9. The Procuring Party shall be responsible for the ordering of Products under this Agreement. A non-procuring party shall not be liable in any fashion for any violation by a Procuring Party, and, to the extent permitted by applicable law, the Procuring Party shall hold non-procuring party harmless from any liability that may arise from the acts or omissions of the Procuring Party. 10. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE OMNIA PARTNERS PARTIES EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING ANY PRODUCT, MASTER AGREEMENT AND GPO CONTRACT. THE OMNIA PARTNERS PARTIES SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF THE OMNIA PARTNERS PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE PROCURING PARTY ACKNOWLEDGES AND AGREES THAT THE OMNIA PARTNERS PARTIES SHALL HAVE NO LIABILITY FOR ANY ACT OR OMISSION BY A SUPPLIER OR OTHER PARTY UNDER A MASTER AGREEMENT OR GPO CONTRACT. 11. This Agreement shall remain in effect until termination by either party giving thirty (30) days’ written notice to the other party. The provisions of Paragraphs 6 - 10 hereof shall survive any such termination. 12. This Agreement shall take effect upon (i) execution of the Principal Procurement Agency Certificate, or (ii) registration on the OMNIA Partners, Public Sector website or the execution of this Agreement by a Participating Public Agency, as applicable. 70 Section 8 OMNIA Partners Requirements – Exhibit C FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 OMNIA PARTNERS, PUBLIC SECTOR Authorized Signature Signature Sarah E. Vavra Name Name Sr. Vice President, Public Sector Contracting Title and Agency Name Title Date Date 71 Section 8 OMNIA Partners Requirements – Exhibit D FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 OMNIA PARTNERS EXHIBITS EXHIBIT D - PRINCIPAL PROCUREMENT AGENCY CERTIFICATE In its capacity as a Principal Procurement Agency (as defined below) for National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector (“OMNIA Partners, Public Sector”), City of Charlotte agrees to pursue Master Agreements for Products as specified in the attached Exhibits to this Principal Procurement Agency Certificate. I hereby acknowledge, in my capacity as _____________ of and on behalf of City of Charlotte (“Principal Procurement Agency”), that I have read and hereby agree to the general terms and conditions set forth in the attached Master Intergovernmental Cooperative Purchasing Agreement regulating the use of the Master Agreements and purchase of Products that from time to time are made available by Principal Procurement Agencies to Participating Public Agencies nationwide through OMNIA Partners, Public Sector. I understand that the purchase of one or more Products under the provisions of the Master Intergovernmental Cooperative Purchasing Agreement is at the sole and complete discretion of the Participating Public Agency. Authorized Signature, [PRINCIPAL PROCUREMENT AGENCY] Signature Name Title Date 72 Section 8 OMNIA Partners Requirements – Exhibit E FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 OMNIA PARTNERS EXHIBITS EXHIBIT E - OMNIA PARTNERS CONTRACT SALES REPORTING TEMPLATE Supplier Name: Contract Sales Report Month: Contract ID: Supplier Reporting Contact: Title: Phone: Email: Participating Agency Name Address City State Zip Code Participating Agency # {Assigned by National IPA and provided to Supplier} Transaction Date (Date of Sale) Contract Sales for Month ($) Admin Fee % Admin Fee $ Report Totals Cumulative Contract Sales OMNIA PARTNERS EXHIBITS EXHIBIT C - CONTRACT SALES REPORTING TEMPLATE (to be submitted electronically in Microsoft Excel format) OMNIA Partners Contract Sales Monthly Report 73 Section 8 OMNIA Partners Requirements - Exhibit F FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 OMNIA PARTNERS EXHIBITS EXHIBIT F- FEDERAL FUNDS CERTIFICATIONS FEDERAL CERTIFICATIONS ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT TO WHOM IT MAY CONCERN: Participating Agencies may elect to use federal funds to purchase under the Master Agreement. This form should be completed and returned with proposal. The following certifications and provisions may be required and apply when a Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency’s subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable. APPENDIX II TO 2 CFR PART 200 (A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating Agency reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror (B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating Agency reserves the right to immediately terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Offeror in the event Offeror fails to: (1) meet schedules, deadlines, and/or delivery dates within the time specified in the procurement solicitation, contract, and/or a purchase order; (2) make any payments owed; or (3) otherwise perform in accordance with the contract and/or the procurement solicitation. Participating Agency also reserves the right to terminate the contract immediately, with written notice to offeror, for convenience, if Participating Agency believes, in its sole discretion that it is in the best interest of Participating Agency to do so. Offeror will be compensated for work performed and accepted and goods accepted by Participating Agency as of the termination date if the contract is terminated for convenience of Participating Agency. Any award under this procurement process is not exclusive and Participating Agency reserves the right to purchase goods and services from other offerors when it is in Participating Agency’s best interest. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 CFR 12319, 12935, 3 CFR Part, 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 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” 74 Section 8 OMNIA Partners Requirements - Exhibit F FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein. Does offeror agree to abide by the above? YES ____________ Initials of Authorized Representative of offeror (D) 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 CFR Part 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 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”). 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. Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds during the term of an award for all contracts and subgrants for construction or repair, offeror will be in compliance with all applicable Davis-Bacon Act provisions. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror (E) 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 CFR Part 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. Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an award for all contracts by Participating Agency resulting from this procurement process. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror 75 Section 8 OMNIA Partners Requirements - Exhibit F FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §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 CFR Part 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. Pursuant to Federal Rule (F) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (F) above. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror (G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires 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). Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency member resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (G) above. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror (H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 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 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 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. Pursuant to Federal Rule (H) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror (I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above 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. Each tier must also 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. 76 Section 8 OMNIA Partners Requirements - Exhibit F FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 Pursuant to Federal Rule (I) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term and after the awarded term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that it is in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that: (1) No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all covered sub-awards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The offeror further certifies that offeror will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will 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 (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18). Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request. Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror ___________________________ 77 Section 8 OMNIA Partners Requirements - Exhibit F FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 PROCUREMENT OF RECOVERED MATERIALS REQUIREMENTS FOR – 2 C.F.R. §200.322 Participating Agency 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 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.. Does Vendor agree? YES __________________________ Initials of Authorized Representative of offeror CERTIFICATION OF ACCESS TO RECORDS – 2 C.F.R. § 200.336 Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to any books, documents, papers and records of offeror that are directly pertinent to offeror’s discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to offeror’s personnel for the purpose of interview and discussion relating to such documents. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror CERTIFICATION OF AFFORDABLE CARE ACT Offeror understands and agrees that it shall be solely responsible for compliance with the patient Protection and Affordable Care Act, Public Law 111-148 and the Health Care and Education Reconciliation Act 111- 152 (collectively the Affordable Care Act “ACA”). The Offeror shall bear sole responsibility for providing health care benefits for its employees who provide services as required by Federal law. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions. Does offeror agree? YES __________________________ Initials of Authorized Representative of offeror Offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances, as applicable. It is further acknowledged that offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted above. Offeror’s Name: ______________________________________________________________________________________ Address, City, State, and Zip Code: _____________________________________________________________________________ Phone Number: ___________________________________ Fax Number: ___________________________ Printed Name and Title of Authorized Representative: ____________________________________________________ Email Address: ___________________________________ Signature of Authorized Representative: _________________________________________________ Date: _______ 78 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 OMNIA PARTNERS EXHIBITS EXHIBIT G - NEW JERSEY BUSINESS COMPLIANCE Suppliers intending to do business in the State of New Jersey must comply with policies and procedures required under New Jersey statues. All offerors submitting proposals must complete the following forms specific to the State of New Jersey. Completed forms should be submitted with the offeror’s response to the RFP. Failure to complete the New Jersey packet will impact OMNIA Partners’ ability to promote the Master Agreement in the State of New Jersey. DOC #1 Ownership Disclosure Form DOC #2 Non-Collusion Affidavit DOC #3 Affirmative Action Affidavit DOC #4 Political Contribution Disclosure Form DOC #5 Stockholder Disclosure Certification DOC #6 Certification of Non-Involvement in Prohibited Activities in Iran DOC #7 New Jersey Business Registration Certificate New Jersey suppliers are required to comply with the following New Jersey statutes when applicable:  all anti-discrimination laws, including those contained in N.J.S.A. 10:2-1 through N.J.S.A. 10:2-14, N.J.S.A. 10:5-1, and N.J.S.A. 10:5-31 through 10:5-38;  Prevailing Wage Act, N.J.S.A. 34:11-56.26, for all contracts within the contemplation of the Act;  Public Works Contractor Registration Act, N.J.S.A. 34:11-56.26; and  Bid and Performance Security, as required by the applicable municipal or state statutes. 79 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DOC #1 OWNERSHIP DISCLOSURE FORM (N.J.S. 52:25-24.2) Pursuant to the requirements of P.L. 1999, Chapter 440 effective April 17, 2000 (Local Public Contracts Law), the offeror shall complete the form attached to these specifications listing the persons owning 10 percent (10%) or more of the firm presenting the proposal. Company Name: Street: City, State, Zip Code: Complete as appropriate: I _______________________________________, certify that I am the sole owner of ____________________________________, that there are no partners and the business is not incorporated, and the provisions of N.J.S. 52:25-24.2 do not apply. OR: I _______________________________________, a partner in___________________________, do hereby certify that the following is a list of all individual partners who own a 10% or greater interest therein. I further certify that if one (1) or more of the partners is itself a corporation or partnership, there is also set forth the names and addresses of the stockholders holding 10% or more of that corporation’s stock or the individual partners owning 10% or greater interest in that partnership. OR: I _______________________________________, an authorized representative of ______________________, a corporation, do hereby certify that the following is a list of the names and addresses of all stockholders in the corporation who own 10% or more of its stock of any class. I further certify that if one (1) or more of such stockholders is itself a corporation or partnership, that there is also set forth the names and addresses of the stockholders holding 10% or more of the corporation’s stock or the individual partners owning a 10% or greater interest in that partnership. (Note: If there are no partners or stockholders owning 10% or more interest, indicate none.) Name Address Interest I further certify that the statements and information contained herein, are complete and correct to the best of my knowledge and belief. Date Authorized Signature and Title 80 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DOC #2 NON-COLLUSION AFFIDAVIT Company Name: ________________________________________ Street: ________________________________________________ City, State, Zip Code: ____________________________________ State of ________________________________________________ County of ______________________________________________ I, of the_______________________________________________ Name City in the County of ____________________________, State of _______________________________ of full age, being duly sworn according to law on my oath depose and say that: I am the _________________________of the firm of _____________________________________ Title Company Name the Offeror making the Proposal for the goods, services or public work specified under the attached proposal, and that I executed the said proposal with full authority to do so; that said Offeror has not directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free, competitive bidding in connection with the above proposal, and that all statements contained in said proposal and in this affidavit are true and correct, and made with full knowledge that relies upon the truth of the statements contained in said proposal and in the statements contained in this affidavit in awarding the contract for the said goods, services or public work. I further warrant that no person or selling agency has been employed or retained to solicit or secure such contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by Company Name Authorized Signature & Title Subscribed and sworn before me this ______ day of ______________, 20____ __________________________________________ Notary Public of ______________________ My commission expires , 20____ SEAL 81 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DOC #3 AFFIRMATIVE ACTION AFFIDAVIT (P.L. 1975, C.127) Company Name: Street: City, State, Zip Code: Proposal Certification: Indicate below company’s compliance with New Jersey Affirmative Action regulations. Company’s proposal will be accepted even if company is not in compliance at this time. No contract and/or purchase order may be issued, however, until all Affirmative Action requirements are met. Required Affirmative Action Evidence: Procurement, Professional & Service Contracts (Exhibit A) Vendors must submit with proposal: 1. A photo copy of their Federal Letter of Affirmative Action Plan Approval OR 2. A photo copy of their Certificate of Employee Information Report OR 3. A complete Affirmative Action Employee Information Report (AA302) Public Work – Over $50,000 Total Project Cost: A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form AA201-A upon receipt from the B. Approved Federal or New Jersey Plan – certificate enclosed I further certify that the statements and information contained herein, are complete and correct to the best of my knowledge and belief. _________________________ _________________________________ Date Authorized Signature and Title 82 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DOC #3, continued P.L. 1995, c. 127 (N.J.A.C. 17:27) MANDATORY AFFIRMATIVE ACTION LANGUAGE PROCUREMENT, PROFESSIONAL AND SERVICE CONTRACTS During the performance of this contract, the contractor agrees as follows: The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The contractor will take affirmative action to ensure that such applicants are recruited and employed, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. Such action shall include, 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. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this non-discrimination clause. The contractor or subcontractor, where applicable will, in all solicitations or advertisement for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The contractor or subcontractor, where applicable, 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, to be provided by the agency contracting officer advising the labor union or workers' representative of the contractor's commitments under this act and shall post copies of the notice in conspicuous places available to employees and applicants for employment. The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time and the Americans with Disabilities Act. The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers trade consistent with the applicable county employment goal prescribed by N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time or in accordance with a binding determination of the applicable county employment goals determined by the Affirmative Action Office pursuant to N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time. The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including employment agencies, placement bureaus, colleges, universities, labor unions, that it does not discriminate on the basis of age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices. The contractor or subcontractor agrees to revise any of it testing procedures, if necessary, to assure that all personnel testing conforms with the principles of job-related testing, as established by the statutes and court decisions of the state of New Jersey and as established by applicable Federal law and applicable Federal court decisions. The contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and lay-off to ensure that all such actions are taken without regard to age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and conform with the applicable employment goals, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions. 83 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 The contractor and its subcontractors shall furnish such reports or other documents to the Affirmative Action Office as may be requested by the office from time to time in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may be requested by the Affirmative Action Office for conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code (NJAC 17:27). ________________________________________________ Signature of Procurement Agent 84 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DOC #4 C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Public Agency Instructions This page provides guidance to public agencies entering into contracts with business entities that are required to file Political Contribution Disclosure forms with the agency. It is not intended to be provided to contractors. What follows are instructions on the use of form local units can provide to contractors that are required to disclose political contributions pursuant to N.J.S.A. 19:44A-20.26 (P.L. 2005, c. 271, s.2). Additional information on the process is available in Local Finance Notice 2006-1 (http://www.nj.gov/dca/divisions/dlgs/resources/lfns_2006.html). Please refer back to these instructions for the appropriate links, as the Local Finance Notices include links that are no longer operational. 1. The disclosure is required for all contracts in excess of $17,500 that are not awarded pursuant to a “fair and open” process (N.J.S.A. 19:44A-20.7). 2. Due to the potential length of some contractor submissions, the public agency should consider allowing data to be submitted in electronic form (i.e., spreadsheet, pdf file, etc.). Submissions must be kept with the contract documents or in an appropriate computer file and be available for public access. The form is worded to accept this alternate submission. The text should be amended if electronic submission will not be allowed. 3. The submission must be received from the contractor and on file at least 10 days prior to award of the contract. Resolutions of award should reflect that the disclosure has been received and is on file. 4. The contractor must disclose contributions made to candidate and party committees covering a wide range of public agencies, including all public agencies that have elected officials in the county of the public agency, state legislative positions, and various state entities. The Division of Local Government Services recommends that contractors be provided a list of the affected agencies. This will assist contractors in determining the campaign and political committees of the officials and candidates affected by the disclosure. a. The Division has prepared model disclosure forms for each county. They can be downloaded from the “County PCD Forms” link on the Pay-to-Play web site at http://www.nj.gov/dca/divisions/dlgs/programs/lpcl.html#12. They will be updated from time-to-time as necessary. b. A public agency using these forms should edit them to properly reflect the correct legislative district(s). As the forms are county-based, they list all legislative districts in each county. Districts that do not represent the public agency should be removed from the lists. c. Some contractors may find it easier to provide a single list that covers all contributions, regardless of the county. These submissions are appropriate and should be accepted. d. The form may be used “as-is”, subject to edits as described herein. e. The “Contractor Instructions” sheet is intended to be provided with the form. It is recommended that the Instructions and the form be printed on the same piece of paper. The form notes that the Instructions are printed on the back of the form; where that is not the case, the text should be edited accordingly. f. The form is a Word document and can be edited to meet local needs, and posted for download on web sites, used as an e-mail attachment, or provided as a printed document. 5. It is recommended that the contractor also complete a “Stockholder Disclosure Certification.” This will assist the local unit in its obligation to ensure that contractor did not make any prohibited contributions to the committees listed on the Business Entity Disclosure Certification in the 12 months prior to the contract (See Local Finance Notice 2006-7 for additional information on this obligation at http://www.nj.gov/dca/divisions/dlgs/resources/lfns_2006.html). A sample Certification form is part of this package and the instruction to complete it is included in the Contractor Instructions. NOTE: This section is not applicable to Boards of Education. 85 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DOC #4, continued C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Contractor Instructions Business entities (contractors) receiving contracts from a public agency that are NOT awarded pursuant to a “fair and open” process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, c. 271, s.2 (N.J.S.A. 19:44A-20.26). This law provides that 10 days prior to the award of such a contract, the contractor shall disclose contributions to:  any State, county, or municipal committee of a political party  any legislative leadership committee*  any continuing political committee (a.k.a., political action committee)  any candidate committee of a candidate for, or holder of, an elective office: o of the public entity awarding the contract o of that county in which that public entity is located o of another public entity within that county o or of a legislative district in which that public entity is located or, when the public entity is a county, of any legislative district which includes all or part of the county The disclosure must list reportable contributions to any of the committees that exceed $300 per election cycle that were made during the 12 months prior to award of the contract. See N.J.S.A. 19:44A-8 and 19:44A-16 for more details on reportable contributions. N.J.S.A. 19:44A-20.26 itemizes the parties from whom contributions must be disclosed when a business entity is not a natural person. This includes the following:  individuals with an “interest” ownership or control of more than 10% of the profits or assets of a business entity or 10% of the stock in the case of a business entity that is a corporation for profit  all principals, partners, officers, or directors of the business entity or their spouses  any subsidiaries directly or indirectly controlled by the business entity  IRS Code Section 527 New Jersey based organizations, directly or indirectly controlled by the business entity and filing as continuing political committees, (PACs). When the business entity is a natural person, “a contribution by that person’s spouse or child, residing therewith, shall be deemed to be a contribution by the business entity.” [N.J.S.A. 19:44A-20.26(b)] The contributor must be listed on the disclosure. Any business entity that fails to comply with the disclosure provisions shall be subject to a fine imposed by ELEC in an amount to be determined by the Commission which may be based upon the amount that the business entity failed to report. The enclosed list of agencies is provided to assist the contractor in identifying those public agencies whose elected official and/or candidate campaign committees are affected by the disclosure requirement. It is the contractor’s responsibility to identify the specific committees to which contributions may have been made and need to be disclosed. The disclosed information may exceed the minimum requirement. The enclosed form, a content-consistent facsimile, or an electronic data file containing the required details (along with a signed cover sheet) may be used as the contractor’s submission and is disclosable to the public under the Open Public Records Act. The contractor must also complete the attached Stockholder Disclosure Certification. This will assist the agency in meeting its obligations under the law. NOTE: This section does not apply to Board of Education contracts. 86 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DOC #4, continued * N.J.S.A. 19:44A-3(s): “The term "legislative leadership committee" means a committee established, authorized to be established, or designated by the President of the Senate, the Minority Leader of the Senate, the Speaker of the General Assembly or the Minority Leader of the General Assembly pursuant to section 16 of P.L.1993, c.65 (C.19:44A-10.1) for the purpose of receiving contributions and making expenditures.” C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Required Pursuant to N.J.S.A. 19:44A-20.26 This form or its permitted facsimile must be submitted to the local unit no later than 10 days prior to the award of the contract. Part I – Vendor Information Vendor Name: Address: City: State: Zip: The undersigned being authorized to certify, hereby certifies that the submission provided herein represents compliance with the provisions of N.J.S.A. 19:44A-20.26 and as represented by the Instructions accompanying this form. _______________________ _______________________ ________________________ Signature Printed Name Title Part II – Contribution Disclosure Disclosure requirement: Pursuant to N.J.S.A. 19:44A-20.26 this disclosure must include all reportable political contributions (more than $300 per election cycle) over the 12 months prior to submission to the committees of the government entities listed on the form provided by the local unit.  Check here if disclosure is provided in electronic form Contributor Name Recipient Name Date Dollar Amount $  Check here if the information is continued on subsequent page(s) 87 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019  DOC #4, continued LIST OF AGENCIES WITH ELECTED OFFICIALS REQUIRED FOR POLITICAL CONTRIBUTION DISCLOSURE N.J.S.A. 19:44A-20.26 County Name: State: Governor, and Legislative Leadership Committees Legislative District #s: State Senator and two members of the General Assembly per district. County: Freeholders County Clerk Sheriff {County Executive} Surrogate Municipalities (Mayor and members of governing body, regardless of title): USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD FROM THE PAY TO PLAY SECTION OF THE DLGS WEBSITE A COUNTY-BASED, CUSTOMIZABLE FORM. 88 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DOC #5 STOCKHOLDER DISCLOSURE CERTIFICATION Name of Business: I certify that the list below contains the names and home addresses of all stockholders holding 10% or more of the issued and outstanding stock of the undersigned. OR I certify that no one stockholder owns 10% or more of the issued and outstanding stock of the undersigned. Check the box that represents the type of business organization: Partnership Corporation Sole Proprietorship Limited Partnership Limited Liability Corporation Limited Liability Partnership Subchapter S Corporation Sign and notarize the form below, and, if necessary, complete the stockholder list below. Stockholders: Name: Name: Home Address: Home Address: Name: Name: Home Address: Home Address: Name: Name: Home Address: Home Address: Subscribed and sworn before me this ___ day of ___________, 2__. (Notary Public) My Commission expires: _________________________________ (Affiant) ________________________________ (Print name & title of affiant) (Corporate Seal) 89 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DOC #6 CERTIFICATION OF NON-INVOLVEMENT IN PROHIBITED ACTIVITIES IN IRAN Pursuant to N.J.S.A. 52:32-58, Offerors must certify that neither the Offeror, nor any of its parents, subsidiaries, and/or affiliates (as defined in N.J.S.A. 52:32 – 56(e) (3)), is listed on the Department of the Treasury’s List of Persons or Entities Engaging in Prohibited Investment Activities in Iran and that neither is involved in any of the investment activities set forth in N.J.S.A. 52:32 – 56(f). Offerors wishing to do business in New Jersey through this contract must fill out the Certification of Non- Involvement in Prohibited Activities in Iran here: http://www.state.nj.us/humanservices/dfd/info/standard/fdc/disclosure_investmentact.pdf. Offerors should submit the above form completed with their proposal. 90 Section 8 OMNIA Partners Requirements - Exhibit G FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DOC #7 NEW JERSEY BUSINESS REGISTRATION CERTIFICATE (N.J.S.A. 52:32-44) Offerors wishing to do business in New Jersey must submit their State Division of Revenue issued Business Registration Certificate with their proposal here. Failure to do so will disqualify the Offeror from offering products or services in New Jersey through any resulting contract. http://www.state.nj.us/treasury/revenue/forms/njreg.pdf 91 Section 8 OMNIA Partners Requirements - Exhibit H FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 OMNIA PARTNERS EXHIBITS EXHIBIT H- OMNIA PARTNERS ADVERTISING COMPLIANCE REQUIREMENT Pursuant to certain state notice provisions, including but not limited to Oregon Revised Statutes Chapter 279A.220, the following public agencies and political subdivisions of the referenced public agencies are eligible to register with OMNIA Partners and access the Master Agreement contract award made pursuant to this solicitation, and are hereby given notice of the foregoing request for proposals for purposes of complying with the procedural requirements of said statutes: Nationwide: State of Alabama State of Hawaii State of Massachusetts State of New Mexico State of South Dakota State of Alaska State of Idaho State of Michigan State of New York State of Tennessee State of Arizona State of Illinois State of Minnesota State of North Carolina State of Texas State of Arkansas State of Indiana State of Mississippi State of North Dakota State of Utah State of California State of Iowa State of Missouri State of Ohio State of Vermont State of Colorado State of Kansas State of Montana State of Oklahoma State of Virginia State of Connecticut State of Kentucky State of Nebraska State of Oregon State of Washington State of Delaware State of Louisiana State of Nevada State of Pennsylvania State of West Virginia State of Florida State of Maine State of New Hampshire State of Rhode Island State of Wisconsin State of Georgia State of Maryland State of New Jersey State of South Carolina State of Wyoming District of Columbia Lists of political subdivisions and local governments in the above referenced states / districts may be found at http://www.usa.gov/Agencies/State_and_Territories.shtml and https://www.usa.gov/local-governments. Certain Public Agencies and Political Subdivisions: CITIES, TOWNS, VILLAGES AND BOROUGHS INCLUDING BUT NOT LIMITED TO: BAKER CITY GOLF COURSE, OR CITY OF ADAIR VILLAGE, OR CITY OF ASHLAND, OR CITY OF AUMSVILLE, OR CITY OF AURORA, OR CITY OF BAKER, OR CITY OF BATON ROUGE, LA CITY OF BEAVERTON, OR CITY OF BEND, OR CITY OF BOARDMAN, OR CITY OF BONANAZA, OR CITY OF BOSSIER CITY, LA CITY OF BROOKINGS, OR CITY OF BURNS, OR CITY OF CANBY, OR CITY OF CANYONVILLE, OR CITY OF CLATSKANIE, OR CITY OF COBURG, OR CITY OF CONDON, OR CITY OF COQUILLE, OR CITY OF CORVALLI, OR CITY OF CORVALLIS PARKS AND RECREATION DEPARTMENT, OR CITY OF COTTAGE GROVE, OR CITY OF DONALD, OR CITY OF EUGENE, OR CITY OF FOREST GROVE, OR CITY OF GOLD HILL, OR CITY OF GRANTS PASS, OR CITY OF GRESHAM, OR CITY OF HILLSBORO, OR 92 Section 8 OMNIA Partners Requirements - Exhibit H FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 CITY OF INDEPENDENCE, OR CITY AND COUNTY OF HONOLULU, HI CITY OF KENNER, LA CITY OF LA GRANDE, OR CITY OF LAFAYETTE, LA CITY OF LAKE CHARLES, OR CITY OF LEBANON, OR CITY OF MCMINNVILLE, OR CITY OF MEDFORD, OR CITY OF METAIRIE, LA CITY OF MILL CITY, OR CITY OF MILWAUKIE, OR CITY OF MONROE, LA CITY OF MOSIER, OR CITY OF NEW ORLEANS, LA CITY OF NORTH PLAINS, OR CITY OF OREGON CITY, OR CITY OF PILOT ROCK, OR CITY OF PORTLAND, OR CITY OF POWERS, OR CITY OF PRINEVILLE, OR CITY OF REDMOND, OR CITY OF REEDSPORT, OR CITY OF RIDDLE, OR CITY OF ROGUE RIVER, OR CITY OF ROSEBURG, OR CITY OF SALEM, OR CITY OF SANDY, OR CITY OF SCAPPOOSE, OR CITY OF SHADY COVE, OR CITY OF SHERWOOD, OR CITY OF SHREVEPORT, LA CITY OF SILVERTON, OR CITY OF SPRINGFIELD, OR CITY OF ST. HELENS, OR CITY OF ST. PAUL, OR CITY OF SULPHUR, LA CITY OF TIGARD, OR CITY OF TROUTDALE, OR CITY OF TUALATIN, OR CITY OF WALKER, LA CITY OF WARRENTON, OR CITY OF WEST LINN, OR CITY OF WILSONVILLE, OR CITY OF WINSTON, OR CITY OF WOODBURN, OR LEAGUE OF OREGON CITES THE CITY OF HAPPY VALLEY OREGON ALPINE, UT ALTA, UT ALTAMONT, UT ALTON, UT AMALGA, UT AMERICAN FORK CITY, UT ANNABELLA, UT ANTIMONY, UT APPLE VALLEY, UT AURORA, UT BALLARD, UT BEAR RIVER CITY, UT BEAVER, UT BICKNELL, UT BIG WATER, UT BLANDING, UT BLUFFDALE, UT BOULDER, UT CITY OF BOUNTIFUL, UT BRIAN HEAD, UT BRIGHAM CITY CORPORATION, UT BRYCE CANYON CITY, UT CANNONVILLE, UT CASTLE DALE, UT CASTLE VALLEY, UT CITY OF CEDAR CITY, UT CEDAR FORT, UT CITY OF CEDAR HILLS, UT CENTERFIELD, UT CENTERVILLE CITY CORPORATION, UT CENTRAL VALLEY, UT CHARLESTON, UT CIRCLEVILLE, UT CLARKSTON, UT CLAWSON, UT CLEARFIELD, UT CLEVELAND, UT CLINTON CITY CORPORATION, UT COALVILLE, UT CORINNE, UT CORNISH, UT COTTONWOOD HEIGHTS, UT DANIEL, UT DELTA, UT DEWEYVILLE, UT DRAPER CITY, UT DUCHESNE, UT EAGLE MOUNTAIN, UT EAST CARBON, UT ELK RIDGE, UT ELMO, UT ELSINORE, UT ELWOOD, UT EMERY, UT ENOCH, UT ENTERPRISE, UT EPHRAIM, UT ESCALANTE, UT 93 Section 8 OMNIA Partners Requirements - Exhibit H FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 EUREKA, UT FAIRFIELD, UT FAIRVIEW, UT FARMINGTON, UT FARR WEST, UT FAYETTE, UT FERRON, UT FIELDING, UT FILLMORE, UT FOUNTAIN GREEN, UT FRANCIS, UT FRUIT HEIGHTS, UT GARDEN CITY, UT GARLAND, UT GENOLA, UT GLENDALE, UT GLENWOOD, UT GOSHEN, UT GRANTSVILLE, UT GREEN RIVER, UT GUNNISON, UT HANKSVILLE, UT HARRISVILLE, UT HATCH, UT HEBER CITY CORPORATION, UT HELPER, UT HENEFER, UT HENRIEVILLE, UT HERRIMAN, UT HIDEOUT, UT HIGHLAND, UT HILDALE, UT HINCKLEY, UT HOLDEN, UT HOLLADAY, UT HONEYVILLE, UT HOOPER, UT HOWELL, UT HUNTINGTON, UT HUNTSVILLE, UT CITY OF HURRICANE, UT HYDE PARK, UT HYRUM, UT INDEPENDENCE, UT IVINS, UT JOSEPH, UT JUNCTION, UT KAMAS, UT KANAB, UT KANARRAVILLE, UT KANOSH, UT KAYSVILLE, UT KINGSTON, UT KOOSHAREM, UT LAKETOWN, UT LA VERKIN, UT LAYTON, UT LEAMINGTON, UT LEEDS, UT LEHI CITY CORPORATION, UT LEVAN, UT LEWISTON, UT LINDON, UT LOA, UT LOGAN CITY, UT LYMAN, UT LYNNDYL, UT MANILA, UT MANTI, UT MANTUA, UT MAPLETON, UT MARRIOTT-SLATERVILLE, UT MARYSVALE, UT MAYFIELD, UT MEADOW, UT MENDON, UT MIDVALE CITY INC., UT MIDWAY, UT MILFORD, UT MILLVILLE, UT MINERSVILLE, UT MOAB, UT MONA, UT MONROE, UT CITY OF MONTICELLO, UT MORGAN, UT MORONI, UT MOUNT PLEASANT, UT MURRAY CITY CORPORATION, UT MYTON, UT NAPLES, UT NEPHI, UT NEW HARMONY, UT NEWTON, UT NIBLEY, UT NORTH LOGAN, UT NORTH OGDEN, UT NORTH SALT LAKE CITY, UT OAK CITY, UT OAKLEY, UT OGDEN CITY CORPORATION, UT OPHIR, UT ORANGEVILLE, UT ORDERVILLE, UT OREM, UT PANGUITCH, UT 94 Section 8 OMNIA Partners Requirements - Exhibit H FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 PARADISE, UT PARAGONAH, UT PARK CITY, UT PAROWAN, UT PAYSON, UT PERRY, UT PLAIN CITY, UT PLEASANT GROVE CITY, UT PLEASANT VIEW, UT PLYMOUTH, UT PORTAGE, UT PRICE, UT PROVIDENCE, UT PROVO, UT RANDOLPH, UT REDMOND, UT RICHFIELD, UT RICHMOND, UT RIVERDALE, UT RIVER HEIGHTS, UT RIVERTON CITY, UT ROCKVILLE, UT ROCKY RIDGE, UT ROOSEVELT CITY CORPORATION, UT ROY, UT RUSH VALLEY, UT CITY OF ST. GEORGE, UT SALEM, UT SALINA, UT SALT LAKE CITY CORPORATION, UT SANDY, UT SANTA CLARA, UT SANTAQUIN, UT SARATOGA SPRINGS, UT SCIPIO, UT SCOFIELD, UT SIGURD, UT SMITHFIELD, UT SNOWVILLE, UT CITY OF SOUTH JORDAN, UT SOUTH OGDEN, UT CITY OF SOUTH SALT LAKE, UT SOUTH WEBER, UT SPANISH FORK, UT SPRING CITY, UT SPRINGDALE, UT SPRINGVILLE, UT STERLING, UT STOCKTON, UT SUNNYSIDE, UT SUNSET CITY CORP, UT SYRACUSE, UT TABIONA, UT CITY OF TAYLORSVILLE, UT TOOELE CITY CORPORATION, UT TOQUERVILLE, UT TORREY, UT TREMONTON CITY, UT TRENTON, UT TROPIC, UT UINTAH, UT VERNAL CITY, UT VERNON, UT VINEYARD, UT VIRGIN, UT WALES, UT WALLSBURG, UT WASHINGTON CITY, UT WASHINGTON TERRACE, UT WELLINGTON, UT WELLSVILLE, UT WENDOVER, UT WEST BOUNTIFUL, UT WEST HAVEN, UT WEST JORDAN, UT WEST POINT, UT WEST VALLEY CITY, UT WILLARD, UT WOODLAND HILLS, UT WOODRUFF, UT WOODS CROSS, UT COUNTIES AND PARISHES INCLUDING BUT NOT LIMITED TO: ASCENSION PARISH, LA ASCENSION PARISH, LA, CLEAR OF COURT CADDO PARISH, LA CALCASIEU PARISH, LA CALCASIEU PARISH SHERIFF’S OFFICE, LA CITY AND COUNTY OF HONOLULU, HI CLACKAMAS COUNTY, OR CLACKAMAS COUNTY DEPT OF TRANSPORTATION, OR CLATSOP COUNTY, OR COLUMBIA COUNTY, OR COOS COUNTY, OR COOS COUNTY HIGHWAY DEPARTMENT, OR COUNTY OF HAWAII, OR CROOK COUNTY, OR CROOK COUNTY ROAD DEPARTMENT, OR CURRY COUNTY, OR DESCHUTES COUNTY, OR DOUGLAS COUNTY, OR EAST BATON ROUGE PARISH, LA GILLIAM COUNTY, OR 95 Section 8 OMNIA Partners Requirements - Exhibit H FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 GRANT COUNTY, OR HARNEY COUNTY, OR HARNEY COUNTY SHERIFFS OFFICE, OR HAWAII COUNTY, HI HOOD RIVER COUNTY, OR JACKSON COUNTY, OR JEFFERSON COUNTY, OR JEFFERSON PARISH, LA JOSEPHINE COUNTY GOVERNMENT, OR LAFAYETTE CONSOLIDATED GOVERNMENT, LA LAFAYETTE PARISH, LA LAFAYETTE PARISH CONVENTION & VISITORS COMMISSION LAFOURCHE PARISH, LA KAUAI COUNTY, HI KLAMATH COUNTY, OR LAKE COUNTY, OR LANE COUNTY, OR LINCOLN COUNTY, OR LINN COUNTY, OR LIVINGSTON PARISH, LA MALHEUR COUNTY, OR MAUI COUNTY, HI MARION COUNTY, SALEM, OR MORROW COUNTY, OR MULTNOMAH COUNTY, OR MULTNOMAH COUNTY BUSINESS AND COMMUNITY SERVICES, OR MULTNOMAH COUNTY SHERIFFS OFFICE, OR MULTNOMAH LAW LIBRARY, OR ORLEANS PARISH, LA PLAQUEMINES PARISH, LA POLK COUNTY, OR RAPIDES PARISH, LA SAINT CHARLES PARISH, LA SAINT CHARLES PARISH PUBLIC SCHOOLS, LA SAINT LANDRY PARISH, LA SAINT TAMMANY PARISH, LA SHERMAN COUNTY, OR TERREBONNE PARISH, LA TILLAMOOK COUNTY, OR TILLAMOOK COUNTY SHERIFF'S OFFICE, OR TILLAMOOK COUNTY GENERAL HOSPITAL, OR UMATILLA COUNTY, OR UNION COUNTY, OR WALLOWA COUNTY, OR WASCO COUNTY, OR WASHINGTON COUNTY, OR WEST BATON ROUGE PARISH, LA WHEELER COUNTY, OR YAMHILL COUNTY, OR COUNTY OF BOX ELDER, UT COUNTY OF CACHE, UT COUNTY OF RICH, UT COUNTY OF WEBER, UT COUNTY OF MORGAN, UT COUNTY OF DAVIS, UT COUNTY OF SUMMIT, UT COUNTY OF DAGGETT, UT COUNTY OF SALT LAKE, UT COUNTY OF TOOELE, UT COUNTY OF UTAH, UT COUNTY OF WASATCH, UT COUNTY OF DUCHESNE, UT COUNTY OF UINTAH, UT COUNTY OF CARBON, UT COUNTY OF SANPETE, UT COUNTY OF JUAB, UT COUNTY OF MILLARD, UT COUNTY OF SEVIER, UT COUNTY OF EMERY, UT COUNTY OF GRAND, UT COUNTY OF BEVER, UT COUNTY OF PIUTE, UT COUNTY OF WAYNE, UT COUNTY OF SAN JUAN, UT COUNTY OF GARFIELD, UT COUNTY OF KANE, UT COUNTY OF IRON, UT COUNTY OF WASHINGTON, UT OTHER AGENCIES INCLUDING ASSOCIATIONS, BOARDS, DISTRICTS, COMMISSIONS, COUNCILS, PUBLIC CORPORATIONS, PUBLIC DEVELOPMENT AUTHORITIES, RESERVATIONS AND UTILITIES INCLUDING BUT NOT LIMITED TO: BANKS FIRE DISTRICT, OR BATON ROUGE WATER COMPANY BEND METRO PARK AND RECREATION DISTRICT BIENVILLE PARISH FIRE PROTECTION DISTRICT 6, LA BOARDMAN PARK AND RECREATION DISTRICT CENTRAL CITY ECONOMIC OPPORTUNITY CORP, LA CENTRAL OREGON INTERGOVERNMENTAL COUNCIL CITY OF BOGALUSA SCHOOL BOARD, LA 96 Section 8 OMNIA Partners Requirements - Exhibit H FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 CLACKAMAS RIVER WATER CLATSKANIE PEOPLE'S UTILITY DISTRICT CLEAN WATER SERVICES CONFEDERATED TRIBES OF THE UMATILLA INDIAN RESERVATION COOS FOREST PROTECTIVE ASSOCIATION CHEHALEM PARK AND RECREATION DISTRICT DAVID CROCKETT STEAM FIRE COMPANY #1, LA EUGENE WATER AND ELECTRIC BOARD HONOLULU INTERNATIONAL AIRPORT HOODLAND FIRE DISTRICT #74 HOUSING AUTHORITY OF PORTLAND ILLINOIS VALLEY FIRE DISTRICT LAFAYETTE AIRPORT COMMISSION, LA LAFOURCHE PARISH HEALTH UNIT – DHH- OPH REGION 3 LOUISIANA PUBLIC SERVICE COMMISSION, LA LOUISIANA WATER WORKS MEDFORD WATER COMMISSION MELHEUR COUNTY JAIL, OR METRO REGIONAL GOVERNMENT METRO REGIONAL PARKS METROPOLITAN EXPOSITION RECREATION COMMISSION METROPOLITAN SERVICE DISTRICT (METRO) MULTNOMAH EDUCATION SERVICE DISTRICT NEW ORLEANS REDEVELOPMENT AUTHORITY, LA NORTHEAST OREGON HOUSING AUTHORITY, OR PORT OF BRANDON, OR PORT OF MORGAN CITY, LA PORTLAND DEVELOPMENT COMMISSION, OR PORTLAND FIRE AND RESCUE PORTLAND HOUSING CENTER, OR OREGON COAST COMMUNITY ACTION OREGON HOUSING AND COMMUNITY SERVICES OREGON LEGISLATIVE ADMINISTRATION ROGUE VALLEY SEWER, OR SAINT LANDRY PARISH TOURIST COMMISSION SAINT MARY PARISH REC DISTRICT 2 SAINT MARY PARISH REC DISTRICT 3 SAINT TAMMANY FIRE DISTRICT 4, LA SALEM MASS TRANSIT DISTRICT SEWERAGE AND WATER BOARD OF NEW ORLEANS, LA SOUTH LAFOURCHE LEVEE DISTRICT, LA TRI-COUNTY METROPOLITAN TRANSPORTATION DISTRICT OF OREGON TUALATIN HILLS PARK & RECREATION DISTRICT TUALATIN VALLEY FIRE & RESCUE TUALATIN VALLEY WATER DISTRICT WILLAMALANE PARK AND RECREATION DISTRICT WILLAMETTE HUMANE SOCIETY K-12 INCLUDING BUT NOT LIMITED TO: ACADIA PARISH SCHOOL BOARD BEAVERTON SCHOOL DISTRICT BEND-LA PINE SCHOOL DISTRICT BOGALUSA HIGH SCHOOL, LA BOSSIER PARISH SCHOOL BOARD BROOKING HARBOR SCHOOL DISTRICT CADDO PARISH SCHOOL DISTRICT CALCASIEU PARISH SCHOOL DISTRICT CANBY SCHOOL DISTRICT CANYONVILLE CHRISTIAN ACADEMY CASCADE SCHOOL DISTRICT CASCADES ACADEMY OF CENTRAL OREGON CENTENNIAL SCHOOL DISTRICT CENTRAL CATHOLIC HIGH SCHOOL CENTRAL POINT SCHOOL DISTRICT NO.6 CENTRAL SCHOOL DISTRICT 13J COOS BAY SCHOOL DISTRICT NO.9 CORVALLIS SCHOOL DISTRICT 509J COUNTY OF YAMHILL SCHOOL DISTRICT 29 CULVER SCHOOL DISTRICT DALLAS SCHOOL DISTRICT NO.2 DAVID DOUGLAS SCHOOL DISTRICT DAYTON SCHOOL DISTRICT NO.8 DE LA SALLE N CATHOLIC HS DESCHUTES COUNTY SCHOOL DISTRICT NO.6 DOUGLAS EDUCATIONAL DISTRICT SERVICE DUFUR SCHOOL DISTRICT NO.29 EAST BATON ROUGE PARISH SCHOOL DISTRICT ESTACADA SCHOOL DISTRICT NO.10B FOREST GROVE SCHOOL DISTRICT GEORGE MIDDLE SCHOOL GLADSTONE SCHOOL DISTRICT GRANTS PASS SCHOOL DISTRICT 7 97 Section 8 OMNIA Partners Requirements - Exhibit H FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 GREATER ALBANY PUBLIC SCHOOL DISTRICT GRESHAM BARLOW JOINT SCHOOL DISTRICT HEAD START OF LANE COUNTY HIGH DESERT EDUCATION SERVICE DISTRICT HILLSBORO SCHOOL DISTRICT HOOD RIVER COUNTY SCHOOL DISTRICT JACKSON CO SCHOOL DIST NO.9 JEFFERSON COUNTY SCHOOL DISTRICT 509-J JEFFERSON PARISH SCHOOL DISTRICT JEFFERSON SCHOOL DISTRICT JUNCTION CITY SCHOOLS, OR KLAMATH COUNTY SCHOOL DISTRICT KLAMATH FALLS CITY SCHOOLS LAFAYETTE PARISH SCHOOL DISTRICT LAKE OSWEGO SCHOOL DISTRICT 7J LANE COUNTY SCHOOL DISTRICT 4J LINCOLN COUNTY SCHOOL DISTRICT LINN CO. SCHOOL DIST. 95C LIVINGSTON PARISH SCHOOL DISTRICT LOST RIVER JR/SR HIGH SCHOOL LOWELL SCHOOL DISTRICT NO.71 MARION COUNTY SCHOOL DISTRICT MARION COUNTY SCHOOL DISTRICT 103 MARIST HIGH SCHOOL, OR MCMINNVILLE SCHOOL DISTRICT NOAO MEDFORD SCHOOL DISTRICT 549C MITCH CHARTER SCHOOL MONROE SCHOOL DISTRICT NO.1J MORROW COUNTY SCHOOL DIST, OR MULTNOMAH EDUCATION SERVICE DISTRICT MULTISENSORY LEARNING ACADEMY MYRTLE PINT SCHOOL DISTRICT 41 NEAH-KAH-NIE DISTRICT NO.56 NEWBERG PUBLIC SCHOOLS NESTUCCA VALLEY SCHOOL DISTRICT NO.101 NOBEL LEARNING COMMUNITIES NORTH BEND SCHOOL DISTRICT 13 NORTH CLACKAMAS SCHOOL DISTRICT NORTH DOUGLAS SCHOOL DISTRICT NORTH WASCO CITY SCHOOL DISTRICT 21 NORTHWEST REGIONAL EDUCATION SERVICE DISTRICT ONTARIO MIDDLE SCHOOL OREGON TRAIL SCHOOL DISTRICT NOA6 ORLEANS PARISH SCHOOL DISTRICT PHOENIX-TALENT SCHOOL DISTRICT NOA PLEASANT HILL SCHOOL DISTRICT PORTLAND JEWISH ACADEMY PORTLAND PUBLIC SCHOOLS RAPIDES PARISH SCHOOL DISTRICT REDMOND SCHOOL DISTRICT REYNOLDS SCHOOL DISTRICT ROGUE RIVER SCHOOL DISTRICT ROSEBURG PUBLIC SCHOOLS SCAPPOOSE SCHOOL DISTRICT 1J SAINT TAMMANY PARISH SCHOOL BOARD, LA SEASIDE SCHOOL DISTRICT 10 SHERWOOD SCHOOL DISTRICT 88J SILVER FALLS SCHOOL DISTRICT 4J SOUTH LANE SCHOOL DISTRICT 45J3 SOUTHERN OREGON EDUCATION SERVICE DISTRICT SPRINGFIELD PUBLIC SCHOOLS SUTHERLIN SCHOOL DISTRICT SWEET HOME SCHOOL DISTRICT NO.55 TERREBONNE PARISH SCHOOL DISTRICT THE CATLIN GABEL SCHOOL TIGARD-TUALATIN SCHOOL DISTRICT UMATILLA MORROW ESD WEST LINN WILSONVILLE SCHOOL DISTRICT WILLAMETTE EDUCATION SERVICE DISTRICT WOODBURN SCHOOL DISTRICT YONCALLA SCHOOL DISTRICT ACADEMY FOR MATH ENGINEERING & SCIENCE (AMES), UT ALIANZA ACADEMY, UT ALPINE DISTRICT, UT AMERICAN LEADERSHIP ACADEMY, UT AMERICAN PREPARATORY ACADEMY, UT BAER CANYON HIGH SCHOOL FOR SPORTS & MEDICAL SCIENCES, UT BEAR RIVER CHARTER SCHOOL, UT BEAVER SCHOOL DISTRICT, UT BEEHIVE SCIENCE & TECHNOLOGY ACADEMY (BSTA), UT BOX ELDER SCHOOL DISTRICT, UT CBA CENTER, UT CACHE SCHOOL DISTRICT, UT CANYON RIM ACADEMY, UT CANYONS DISTRICT, UT CARBON SCHOOL DISTRICT, UT CHANNING HALL, UT CHARTER SCHOOL LEWIS ACADEMY, UT CITY ACADEMY, UT DAGGETT SCHOOL DISTRICT, UT DAVINCI ACADEMY, UT DAVIS DISTRICT, UT 98 Section 8 OMNIA Partners Requirements - Exhibit H FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 DUAL IMMERSION ACADEMY, UT DUCHESNE SCHOOL DISTRICT, UT EARLY LIGHT ACADEMY AT DAYBREAK, UT EAST HOLLYWOOD HIGH, UT EDITH BOWEN LABORATORY SCHOOL, UT EMERSON ALCOTT ACADEMY, UT EMERY SCHOOL DISTRICT, UT ENTHEOS ACADEMY, UT EXCELSIOR ACADEMY, UT FAST FORWARD HIGH, UT FREEDOM ACADEMY, UT GARFIELD SCHOOL DISTRICT, UT GATEWAY PREPARATORY ACADEMY, UT GEORGE WASHINGTON ACADEMY, UT GOOD FOUNDATION ACADEMY, UT GRAND SCHOOL DISTRICT, UT GRANITE DISTRICT, UT GUADALUPE SCHOOL, UT HAWTHORN ACADEMY, UT INTECH COLLEGIATE HIGH SCHOOL, UT IRON SCHOOL DISTRICT, UT ITINERIS EARLY COLLEGE HIGH, UT JOHN HANCOCK CHARTER SCHOOL, UT JORDAN DISTRICT, UT JUAB SCHOOL DISTRICT, UT KANE SCHOOL DISTRICT, UT KARL G MAESER PREPARATORY ACADEMY, UT LAKEVIEW ACADEMY, UT LEGACY PREPARATORY ACADEMY, UT LIBERTY ACADEMY, UT LINCOLN ACADEMY, UT LOGAN SCHOOL DISTRICT, UT MARIA MONTESSORI ACADEMY, UT MERIT COLLEGE PREPARATORY ACADEMY, UT MILLARD SCHOOL DISTRICT, UT MOAB CHARTER SCHOOL, UT MONTICELLO ACADEMY, UT MORGAN SCHOOL DISTRICT, UT MOUNTAINVILLE ACADEMY, UT MURRAY SCHOOL DISTRICT, UT NAVIGATOR POINTE ACADEMY, UT NEBO SCHOOL DISTRICT, UT NO UT ACAD FOR MATH ENGINEERING & SCIENCE (NUAMES), UT NOAH WEBSTER ACADEMY, UT NORTH DAVIS PREPARATORY ACADEMY, UT NORTH SANPETE SCHOOL DISTRICT, UT NORTH STAR ACADEMY, UT NORTH SUMMIT SCHOOL DISTRICT, UT ODYSSEY CHARTER SCHOOL, UT OGDEN PREPARATORY ACADEMY, UT OGDEN SCHOOL DISTRICT, UT OPEN CLASSROOM, UT OPEN HIGH SCHOOL OF UTAH, UT OQUIRRH MOUNTAIN CHARTER SCHOOL, UT PARADIGM HIGH SCHOOL, UT PARK CITY SCHOOL DISTRICT, UT PINNACLE CANYON ACADEMY, UT PIUTE SCHOOL DISTRICT, UT PROVIDENCE HALL, UT PROVO SCHOOL DISTRICT, UT QUAIL RUN PRIMARY SCHOOL, UT QUEST ACADEMY, UT RANCHES ACADEMY, UT REAGAN ACADEMY, UT RENAISSANCE ACADEMY, UT RICH SCHOOL DISTRICT, UT ROCKWELL CHARTER HIGH SCHOOL, UT SALT LAKE ARTS ACADEMY, UT SALT LAKE CENTER FOR SCIENCE EDUCATION, UT SALT LAKE SCHOOL DISTRICT, UT SALT LAKE SCHOOL FOR THE PERFORMING ARTS, UT SAN JUAN SCHOOL DISTRICT, UT SEVIER SCHOOL DISTRICT, UT SOLDIER HOLLOW CHARTER SCHOOL, UT SOUTH SANPETE SCHOOL DISTRICT, UT SOUTH SUMMIT SCHOOL DISTRICT, UT SPECTRUM ACADEMY, UT SUCCESS ACADEMY, UT SUCCESS SCHOOL, UT SUMMIT ACADEMY, UT SUMMIT ACADEMY HIGH SCHOOL, UT SYRACUSE ARTS ACADEMY, UT THOMAS EDISON - NORTH, UT TIMPANOGOS ACADEMY, UT TINTIC SCHOOL DISTRICT, UT TOOELE SCHOOL DISTRICT, UT TUACAHN HIGH SCHOOL FOR THE PERFORMING ARTS, UT UINTAH RIVER HIGH, UT UINTAH SCHOOL DISTRICT, UT UTAH CONNECTIONS ACADEMY, UT UTAH COUNTY ACADEMY OF SCIENCE, UT UTAH ELECTRONIC HIGH SCHOOL, UT UTAH SCHOOLS FOR DEAF & BLIND, UT UTAH STATE OFFICE OF EDUCATION, UT UTAH VIRTUAL ACADEMY, UT VENTURE ACADEMY, UT 99 Section 8 OMNIA Partners Requirements - Exhibit H FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 VISTA AT ENTRADA SCHOOL OF PERFORMING ARTS AND TECHNOLOGY, UT WALDEN SCHOOL OF LIBERAL ARTS, UT WASATCH PEAK ACADEMY, UT WASATCH SCHOOL DISTRICT, UT WASHINGTON SCHOOL DISTRICT, UT WAYNE SCHOOL DISTRICT, UT WEBER SCHOOL DISTRICT, UT WEILENMANN SCHOOL OF DISCOVERY, UT HIGHER EDUCATION ARGOSY UNIVERSITY BATON ROUGE COMMUNITY COLLEGE, LA BIRTHINGWAY COLLEGE OF MIDWIFERY BLUE MOUNTAIN COMMUNITY COLLEGE BRIGHAM YOUNG UNIVERSITY - HAWAII CENTRAL OREGON COMMUNITY COLLEGE CENTENARY COLLEGE OF LOUISIANA CHEMEKETA COMMUNITY COLLEGE CLACKAMAS COMMUNITY COLLEGE COLLEGE OF THE MARSHALL ISLANDS COLUMBIA GORGE COMMUNITY COLLEGE CONCORDIA UNIVERSITY GEORGE FOX UNIVERSITY KLAMATH COMMUNITY COLLEGE DISTRICT LANE COMMUNITY COLLEGE LEWIS AND CLARK COLLEGE LINFIELD COLLEGE LINN-BENTON COMMUNITY COLLEGE LOUISIANA COLLEGE, LA LOUISIANA STATE UNIVERSITY LOUISIANA STATE UNIVERSITY HEALTH SERVICES MARYLHURST UNIVERSITY MT. HOOD COMMUNITY COLLEGE MULTNOMAH BIBLE COLLEGE NATIONAL COLLEGE OF NATURAL MEDICINE NORTHWEST CHRISTIAN COLLEGE OREGON HEALTH AND SCIENCE UNIVERSITY OREGON INSTITUTE OF TECHNOLOGY OREGON STATE UNIVERSITY OREGON UNIVERSITY SYSTEM PACIFIC UNIVERSITY PIONEER PACIFIC COLLEGE PORTLAND COMMUNITY COLLEGE PORTLAND STATE UNIVERSITY REED COLLEGE RESEARCH CORPORATION OF THE UNIVERSITY OF HAWAII ROGUE COMMUNITY COLLEGE SOUTHEASTERN LOUISIANA UNIVERSITY SOUTHERN OREGON UNIVERSITY (OREGON UNIVERSITY SYSTEM) SOUTHWESTERN OREGON COMMUNITY COLLEGE TULANE UNIVERSITY TILLAMOOK BAY COMMUNITY COLLEGE UMPQUA COMMUNITY COLLEGE UNIVERSITY OF HAWAII BOARD OF REGENTS UNIVERSITY OF HAWAII-HONOLULU COMMUNITY COLLEGE UNIVERSITY OF OREGON-GRADUATE SCHOOL UNIVERSITY OF PORTLAND UNIVERSITY OF NEW ORLEANS WESTERN OREGON UNIVERSITY WESTERN STATES CHIROPRACTIC COLLEGE WILLAMETTE UNIVERSITY XAVIER UNIVERSITY UTAH SYSTEM OF HIGHER EDUCATION, UT UNIVERSITY OF UTAH, UT UTAH STATE UNIVERSITY, UT WEBER STATE UNIVERSITY, UT SOUTHERN UTAH UNIVERSITY, UT SNOW COLLEGE, UT DIXIE STATE COLLEGE, UT COLLEGE OF EASTERN UTAH, UT UTAH VALLEY UNIVERSITY, UT SALT LAKE COMMUNITY COLLEGE, UT UTAH COLLEGE OF APPLIED TECHNOLOGY, UT STATE AGENCIES ADMIN. SERVICES OFFICE BOARD OF MEDICAL EXAMINERS HAWAII CHILD SUPPORT ENFORCEMENT AGENCY HAWAII DEPARTMENT OF TRANSPORTATION HAWAII HEALTH SYSTEMS CORPORATION OFFICE OF MEDICAL ASSISTANCE PROGRAMS OFFICE OF THE STATE TREASURER OREGON BOARD OF ARCHITECTS 100 Section 8 OMNIA Partners Requirements - Exhibit H FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 OREGON CHILD DEVELOPMENT COALITION OREGON DEPARTMENT OF EDUCATION OREGON DEPARTMENT OF FORESTRY OREGON DEPT OF TRANSPORTATION OREGON DEPT. OF EDUCATION OREGON LOTTERY OREGON OFFICE OF ENERGY OREGON STATE BOARD OF NURSING OREGON STATE DEPT OF CORRECTIONS OREGON STATE POLICE OREGON TOURISM COMMISSION OREGON TRAVEL INFORMATION COUNCIL SANTIAM CANYON COMMUNICATION CENTER SEIU LOCAL 503, OPEU SOH- JUDICIARY CONTRACTS AND PURCH STATE DEPARTMENT OF DEFENSE, STATE OF HAWAII STATE OF HAWAII STATE OF HAWAII, DEPT. OF EDUCATION STATE OF LOUISIANA STATE OF LOUISIANA DEPT. OF EDUCATION STATE OF LOUISIANA, 26TH JUDICIAL DISTRICT ATTORNEY STATE OF UTAH 101 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 SAMPLE CONTRACT. As used in this Section of the RFP, the term “Contract” shall refer to the agreement entered into between the City and the Company, and the term “Company” shall refer to the vendor that has been awarded a contract. STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG AGREEMENT TO PROVIDE FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES THIS PROFESSIONAL SERVICES CONTRACT (the “Contract”) is made and entered into as of this 1st day of January 2020 (the “Effective Date”), by and between _______________, a corporation doing business in North Carolina (the "Company"), and the City of Charlotte, a North Carolina municipal corporation (the "City"). RECITALS WHEREAS, the City issued a Request For Proposals (RFP # 269-2019-105) for FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES dated JUNE 19, 2019. This Request for Proposals together with all attachments and addenda, is referred to herein as the “RFP”; and WHEREAS, the City desires that the Company provide certain FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES (“Services”), and the Company desires to provide such Services; and WHEREAS, the City and the Company have negotiated and agreed regarding the above-referenced Services and desire to reduce the terms and conditions of their agreement to this written form. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in further consideration of the covenants and representations contained herein, the parties agree as follows: CONTRACT 1. EXHIBITS. The Exhibits below are hereby incorporated into and made a part of this Contract. With the exception of Exhibit D (Federal Contract Terms and Conditions), any conflict between language in an Exhibit or Appendix to this Contract and the main body of this Contract shall be resolved in favor of the main body of this Contract and any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below. Notwithstanding anything contained in this Contract or any Exhibit to the contrary, in the event of a conflict between the language of Exhibit D and the main body of this Contract or any other Exhibit to this Contract, the language of Exhibit D shall prevail. Each reference to COMPANY NAME in the Exhibits and Appendices shall be deemed to mean the Company. EXHIBIT A: PRICE SCHEDULE EXHIBIT B: SCOPE OF WORK EXHIBIT C: PROPOSAL RESPONSE FORMS EXHIBIT D: FEDERAL CONTRACT TERMS AND CONDITIONS 2. DEFINITIONS. This section may include, but not be limited to, terms defined in Section 2 of the RFP. 3. DESCRIPTION OF PRODUCTS AND SERVICES. 3.1. The Company shall be responsible for providing the Products and Services described in Exhibit B attached to this Contract and incorporated herein by reference. Without limiting the foregoing, the Company will perform the Services and meet the requirements as set forth in 102 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 Exhibit B. However, the Company shall not be responsible for tasks specifically assigned to the City in this Contract or in Exhibit B. 3.2. The Company shall perform the Services on site at the City’s facility in Charlotte, North Carolina, except as mutually agreed upon in writing in specific instances by the City. 4. COMPENSATION. 4.1. TOTAL FEES AND CHARGES. The City agrees to pay the Company a fixed price (the “Purchase Price”) as full and complete consideration for the satisfactory performance of all the requirements of this Contract. This amount constitutes the maximum total fees and charges payable to the Company under this Contract including Expenses and will not be increased except by a written instrument duly executed by both parties, which expressly states that it amends this Section of the Contract. 4.2. NO EXPENSES CHARGEABLE. The Company shall not be entitled to charge the City for any travel, mileage, meals, materials or other costs or expenses associated with this Contract. 4.3. EMPLOYMENT TAXES AND EMPLOYEE BENEFITS. The Company represents and warrants that the employees provided by the Company to perform the Services are actual employees of the Company, and that the Company shall be responsible for providing all salary and other applicable benefits to each Company employee. The Company further represents, warrants and covenants that it will pay all withholding tax, social security, Medicare, unemployment tax, worker’s compensation and other payments and deductions that are required by law for each Company employee. The Company agrees that the Company employees are not employees of the City. 4.4. INVOICES. Each invoice sent by the Company shall detail all Services performed and delivered which are necessary to entitle the Company to the requested payment under the terms of this Contract. All invoices must include an invoice number and the City purchase order number for purchases made under this Contract. Purchase order numbers will be provided by the City. Invoices must be submitted with lines matching those on the City-provided purchase order. The Company shall email all invoices to cocap@charlottenc.gov. 4.5. DUE DATE OF INVOICES. Payment of invoices shall be due within thirty (30) days after receipt of an accurate, undisputed properly submitted invoice by the City. 4.6. PRE-CONTRACT COSTS. The City shall not be charged for any Services or other work performed by the Company prior to the Effective Date of this Contract. 4.7. AUDIT. During the term of this Contract and for a period of one (1) year after termination of this Contract, the City shall have the right to audit, either itself or through an independent auditor, all books and records and facilities of the Company necessary to evaluate Company’s compliance with the terms and conditions of this Contract or the City’s payment obligations. The City shall pay its own expenses, relating to such audits, but shall not have to pay any expenses or additional costs of the Company. However, if non-compliance is found that would have cost the City in excess of $10,000 but for the audit, then the Company shall be required to reimburse the City for the cost of the audit. 5. TIME IS OF THE ESSENCE. Time is of the essence in having the Company perform all Services and deliver all Deliverables within the time frames provided by this Contract and Exhibit B, including all completion dates, response times and resolution times (the “Completion Dates”). Except as specifically stated in this Contract, there shall be no extensions of the Completion Dates. All references to days in this Contract (including the Exhibits) shall refer to calendar days rather than business days, unless this Contract provides otherwise for a specific situation. 103 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 6. NON-APPROPRIATION OF FUNDS. If the Charlotte City Council does not appropriate the funding needed by the City to make payments under this Contract for any given fiscal year, the City will not be obligated to pay amounts due beyond the end of the last fiscal year for which funds were appropriated. In such event, the City will promptly notify the Company of the non-appropriation and this Contract will be terminated at the end of the fiscal year for which the funds were appropriated. No act or omission by the City, which is attributable to non-appropriation of funds shall constitute a breach of or default under this Contract. 7. COMPANY PROJECT MANAGER. The duties of the Company Project Manager include, but are not limited to: 7.1. Coordination of Project schedules and the Company’s resource assignment based upon the City’s requirements and schedule constraints; 7.2. Management of the overall Project by monitoring and reporting on the status of the Project and actual versus projected progress, and by consulting with the City’s Project Manager when deviations occur and by documenting all such deviations in accordance with agreed upon change control procedures; 7.3. Provision of consultation and advice to the City on matters related to Project implementation strategies, key decisions and approaches, and Project operational concerns/issues and acting as a conduit to the Company’s specialist resources that may be needed to supplement the Company’s normal implementation staff; 7.4. Acting as the Company’s point of contact for all aspects of contract administration, including invoicing for Services, and status reporting; 7.5. Facilitation of review meetings and conferences between the City and the Company’s executives when scheduled or requested by the City; 7.6. Communication among and between the City and the Company’s staff; 7.7. Promptly responding to the City Project Manager when consulted in writing or by E-mail with respect to Project deviations and necessary documentation; 7.8. Identifying and providing the City with timely written notice of all issues that may threaten the Company’s Services in the manner contemplated by the Contract (with “timely” meaning immediately after the Company becomes aware of them); 7.9. Ensuring that adequate quality assurance procedures are in place throughout the Contract; and 7.10. Meeting with other service providers working on City projects that relate to this effort as necessary to resolve problems and coordinate the Services. 8. CITY PROJECT MANAGER. The duties of the City Project Manager are to (i) ensure that the Company delivers all requirements and specifications in the Contract; (ii) coordinate the City’s resource assignment as required to fulfill the City’s obligations pursuant to the Contract; (iii) promptly respond to the Company Project Manager when consulted in writing or by E-mail with respect to project issues; and (iv) act as the City’s point of contact for all aspects of the Services including contract administration and coordination of communication with the City’s staff. The City shall be allowed to change staffing for the City Project Manager position on one (1) business day’s notice to the Company. 9. DUTY OF COMPANY TO IDENTIFY AND REQUEST INFORMATION, PERSONNEL AND FACILITIES. The Company shall identify and request in writing from the City in a timely manner: (i) all information reasonably required by the Company to perform each task comprising the Services, (ii) the City’s personnel whose presence or assistance reasonably may be required by the Company to perform each task comprising the Services, and (iii) any other equipment, facility or resource reasonably required by the Company to perform the Services. Notwithstanding the foregoing, the Company shall not be entitled to request that the City provide information, personnel or facilities other 104 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 than those that Exhibit B specifically requires the City to provide, unless the City can do so at no significant cost. The Company shall not be relieved of any failure to perform under this Contract by virtue of the City’s failure to provide any information, personnel, equipment, facilities or resources: (i) that the Company failed to identify and request in writing from the City pursuant to this Section; or (ii) that the City is not required to provide pursuant to this Contract. In the event the City fails to provide any information, personnel, facility or resource that it is required to provide under this Section, the Company shall notify the City in writing immediately in accordance with the notice provision of this Contract. Failure to do so shall constitute a waiver by Company of any claim or defense it may otherwise have based on the City’s failure to provide such information, personnel, facility or resource. 10. COMPANY PERSONNEL REMOVAL, REPLACEMENT, PROMOTION, ETC. The City will have the right to require the removal and replacement of any personnel of the Company or the Company’s subcontractors who are assigned to provide Services to the City based on experience, qualifications, performance, conduct, compatibility, and violation of City policy or any other reasonable grounds. The addition or promotion of any personnel to key positions within the Project must be approved by the City in writing. The Company will replace any personnel that leave the Project, with persons having at least equivalent qualifications who are approved by the City in writing. As used in this Contract, the “personnel” includes all staff provided by the Company or its subcontractors. 11. BACKGROUND CHECKS. Prior to starting work under this Contract, the Company is required to conduct a background check on each Company employee assigned to work under this Contract, and shall require its subcontractors (if any) to perform a background check on each of their employees assigned to work under this Contract (collectively, the “Background Checks”). Each Background Check must include: (i) the person’s criminal conviction record from the states and counties where the person lives or has lived in the past seven (7) years; and (ii) a reference check. After starting work under this Contract, the Company is required to perform a Background Check for each new Company employee assigned to work under this Contract during that year, and shall require its subcontractors (if any) to do the same for each of their employees. If the Company undertakes a new project under this Contract, then prior to commencing performance of the project the Company shall perform a Background Check for each Company employee assigned to work on the project, and shall require its subcontractors (if any) to do the same for each of their employees. If a person’s duties under this Contract fall within the categories described below, the Background Checks that the Company will be required to perform (and to have its subcontractors perform) shall also include the following additional investigation:  If the job duties require driving: A motor vehicle records check.  If the job duties include responsibility for initiating or affecting financial transactions: A credit history check.  If job duties include entering a private household or interaction with children: A sexual offender registry check. The Company must follow all State and Federal laws when conducting Background Checks, including but not limited to the Fair Credit Reporting Act requirements, and shall require its subcontractors to do the same. The Company shall notify the City of any information discovered in the Background Checks that may be of potential concern for any reason. The City may conduct its own background checks on principals of the Company as the City deems appropriate. By operation of the public records law, background checks conducted by the City are subject to public review upon request. 105 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 12. ACCEPTANCE OF TASKS AND DELIVERABLES. Within a reasonable time after a particular Deliverable has been completed (or such specific time as may be set forth in Exhibit B), the Company shall submit a written notice to the City’s Project Manager stating the Deliverable(s) that have been met. This notice shall include a signature page for sign-off by the City Project Manager indicating acceptance of such Deliverable(s). If the City Project Manager is not satisfied that the Deliverable(s) has been met, a notice of rejection (a “Rejection Notice”) shall be submitted to the Company by the City Project Manager that specifies the nature and scope of the deficiencies that the City wants corrected. Upon receipt of a Rejection Notice, the Company shall: (i) act diligently and promptly to correct all deficiencies identified in the Rejection Notice, and (ii) immediately upon completing such corrections give the City a written, dated certification that all deficiencies have been corrected (the “Certification”). In the event the Company fails to correct all deficiencies identified in the Rejection Notice and provide a Certification within thirty (30) days after receipt of the Rejection Notice, the City shall be entitled to terminate this Contract for default without further obligation to the Company and without obligation to pay for the defective work. Upon receipt of the corrected Deliverable(s), or a Certification, whichever is later, the above-described Acceptance procedure shall recommence. The City shall not be obligated to allow the Company to recommence curative action with respect to any deficiency previously identified in a Rejection Notice, or more than once for any given Deliverable (and shall be entitled to terminate this Contract for default if the Company does not meet this time frame). 13. NON-EXCLUSIVITY. The Company acknowledges that it is one of several providers of Professional Services to the City and the City does not represent that it is obligated to contract with the Company for any particular project. 14. EACH PARTY TO BEAR ITS OWN NEGOTIATION COSTS. Each party shall bear its own cost of negotiating this Contract and developing the exhibits. The City shall not be charged for any Services or other work performed by the Company prior to the Effective Date. 15. REPRESENTATIONS AND WARRANTIES OF COMPANY. 15.1. GENERAL WARRANTIES. 15.1.1. The Services shall satisfy all requirements set forth in this Contract, including but not limited to the attached Exhibits; 15.1.2. The Company has taken and will continue to take sufficient precautions to ensure that it will not be prevented from performing all or part of its obligations under this Contract by virtue of interruptions in the computer systems used by the Company; 15.1.3. All Services performed by the Company and/or its subcontractors pursuant to this Contract shall meet the highest industry standards and shall be performed in a professional and workmanlike manner by staff with the necessary skills, experience and knowledge; 15.1.4. Neither the Services nor any Deliverables provided by the Company under this Contract will infringe or misappropriate any patent, copyright, trademark or trade secret rights of any third party; 15.1.5. The Company and each Company employee provided by the Company to the City shall have the qualifications, skills and experience necessary to perform the Services described or referenced in Exhibit B; 15.1.6. All information provided by the Company about each Company employee is accurate; and 15.1.7. Each Company employee is an employee of the Company, and the Company shall make all payments and withholdings required for by law for the Company for such 106 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 employees. 15.2. ADDITIONAL WARRANTIES. The Company further represents and warrants that: 15.2.1. It is a legal entity and if incorporated, duly incorporated, validly existing and in good standing under the laws of the state of its incorporation or licensing and is qualified to do business in North Carolina; 15.2.2. It has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Contract; 15.2.3. The execution, delivery, and performance of this Contract have been duly authorized by the Company; 15.2.4. No approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Contract; 15.2.5. In connection with its obligations under this Contract, it shall comply with all applicable federal, state and local laws and regulations and shall obtain all applicable permits and licenses; and 15.2.6. The performance of this Contract by the Company and each Company employee provided by the Company will not violate any contracts or agreements with third parties or any third party rights (including but not limited to non-compete agreements, non-disclosure agreements, patents, trademarks or intellectual property rights). 16. OTHER OBLIGATIONS OF THE COMPANY. 16.1. WORK ON CITY’S PREMISES. The Company and all its employees will, whenever on the City's premises, obey all instructions and City policies that are provided with respect to performing Services on the City’s premises. 16.2. RESPECTFUL AND COURTEOUS BEHAVIOR. The Company shall assure that its employees interact with City employees and the public in a courteous, helpful and impartial manner. All employees of the Company in both field and office shall refrain from belligerent behavior and/or profanity. Correction of any such behavior and language shall be the responsibility of the Company. 16.3. REPAIR OR REPLACEMENT OF DAMAGED EQUIPMENT OR FACILITIES. In the event that the Company causes damage to the City’s equipment or facilities, the Company shall, at its own expense, promptly repair or replace such damaged items to restore them to the same level of functionality that they possessed prior to the Company’s action. 16.4. REGENERATION OF LOST OR DAMAGED DATA. With respect to any data that the Company or any Company employees have negligently lost or negligently damaged, the Company shall, at its own expense, promptly replace or regenerate such data from the City's machine-readable supporting material, or obtain, at the Company's own expense, a new machine-readable copy of lost or damaged data from the City’s data sources. 16.5. NC E-VERIFY REQUIREMENT. The Company shall comply with the requ irements of Article 2 of Chapter 64 of the North Carolina General Statutes, and shall require each of its subcontractors to do so as well. 16.6. NC PROHIBITION ON CONTRACTS WITH COMPANIES THAT INVEST IN IRAN OR BOYCOTT ISRAEL. Company certifies that: (i) it is not identified on the Final Divestment List or any other list of prohibited investments created by the NC State Treasurer pursuant to N.C.G.S. 147-86.58 (collectively, the “Treasurer’s IDA List”); (ii) it has not been designated by the NC State Treasurer pursuant to N.C.G.S. 147-86.81 as a company engaged in the boycott of Israel (such designation being referred to as the “Treasurer’s IB List”); and (iii) it will not 107 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 take any action causing it to appear on the Treasurer’s IDA List or the Treasurer’s IB List during the term of this Contract. In signing this Contract Company further agrees, as an independent obligation, separate and apart from this Contract, to reimburse the City for any and all damages, costs and attorneys’ fees incurred by the City in connection with any claim that this Contract or any part thereof is void due to Company appearing on the Treasurer’s IDA List or the Treasurer’s IB List at any time before or during the term of this Contract. 17. REMEDIES. 17.1. RIGHT TO COVER. If the Company fails to meet any completion date or resolution time set forth in this Contract (including the Exhibits) or the Project Plan, the City may take any of the following actions with or without terminating this Contract, and in addition to and without limiting any other remedies it may have: a. Employ such means as it may deem advisable and appropriate to perform itself or obtain the Services from a third party until the matter is resolved and the Company is again able to resume performance under this Contract; and b. Deduct any and all expenses incurred by the City in obtaining or performing the Services from any money then due or to become due the Company and, should the City’s cost of obtaining or performing the services exceed the amount due the Company, collect the amount due from the Company. 17.2. RIGHT TO WITHHOLD PAYMENT. If the Company breaches any provision of this Contract, the City shall have a right to withhold all payments due to the Company until such breach has been fully cured. 17.3. SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF. The Company agrees that monetary damages are not an adequate remedy for the Company’s failure to provide the Services or Deliverables as required by this Contract, nor could monetary damages be the equivalent of the performance of such obligation. Accordingly, the Company hereby consents to an order granting specific performance of such obligations of the Company in a court of competent jurisdiction within the State of North Carolina. The Company further consents to the City obtaining injunctive relief (including a temporary restraining order) to assure performance in the event the Company breaches this Contract. 17.4. SETOFF. Each party shall be entitled to setoff and deduct from any amounts owed to the other party pursuant to this Contract all damages and expenses incurred or reasonably anticipated as a result of the other party’s breach of this Contract. 17.5. OTHER REMEDIES. Upon breach of this Contract, each party may seek all legal and equitable remedies to which it is entitled. The remedies set forth herein shall be deemed cumulative and not exclusive and may be exercised successively or concurrently, in addition to any other available remedy. 18. TERM AND TERMINATION OF CONTRACT. 18.1. TERM. This Contract shall commence on the Effective Date and shall continue in effect for five (5) years with the City having the unilateral right to renew for two (2) additional consecutive one (1) year terms. 18.2. TERMINATION FOR CONVENIENCE. The City may terminate this Contract at any time without cause by giving thirty (30) days prior written notice to the Company. As soon as practicable after receipt of a written notice of termination without cause, the Company shall submit a statement to the City showing in detail the Services performed under this Contract through the date of termination. The foregoing payment obligation is contingent upon: (i) the Company having fully complied with Section 18.8; and (ii) the Company having provided the City with written documentation reasonably adequate to verify the number of hours of Services rendered through the termination date and the percentage of completion of each task. 108 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 18.3. TERMINATION FOR DEFAULT BY EITHER PARTY. By giving written notice to the other party, either party may terminate this Contract upon the occurrence of one or more of the following events: a. The other party violates or fails to perform any covenant, provision, obligation, term or condition contained in this Contract, provided that, unless otherwise stated in this Contract, such failure or violation shall not be cause for termination if both of the following conditions are satisfied: (i) such default is reasonably susceptible to cure; and (ii) the other party cures such default within thirty (30) days of receipt of written notice of default from the non-defaulting party; or b. The other party attempts to assign, terminate or cancel this Contract contrary to the terms hereof; or c. The other party ceases to do business as a going concern, makes an assignment for the benefit of creditors, admits in writing its inability to pay debts as they become due, files a petition in bankruptcy or has an involuntary bankruptcy petition filed against it (except in connection with a reorganization under which the business of such party is continued and performance of all its obligations under the Contract shall continue), or if a receiver, trustee or liquidator is appointed for it or any substantial part of other party’s assets or properties. Any notice of default shall identify this Section of this Contract and shall state the party’s intent to terminate this Contract if the default is not cured within the specified period. Notwithstanding anything contained herein to the contrary, upon termination of this Contract by the Company for default, the Company shall continue to perform the Services required by this Contract for the lesser of: (i) six (6) months after the date the City receives the Company’s written termination notice; or (ii) the date on which the City completes its transition to a new service provider. 18.4. ADDITIONAL GROUNDS FOR DEFAULT TERMINATION BY THE CITY. By giving written notice to the Company, the City may also terminate this Contract upon the occurrence of one or more of the following events (which shall each constitute separate grounds for termination without a cure period and without the occurrence of any of the other events of default previously listed): a. Failure of the Company to complete a particular task by the completion date set forth in this Contract; b. The Company makes or allows to be made any material written misrepresentation or provides any materially misleading written information in connection with this Contract, the Company’s Proposal, or any covenant, agreement, obligation, term or condition contained in this Contract; or c. The Company takes or fails to take any action which constitutes grounds for immediate termination under the terms of this Contract, including but not limited to failure to obtain or maintain the insurance policies and endorsements as required by this Contract, or failure to provide the proof of insurance as required by this Contract. 18.5. NO SUSPENSION. In the event that the City disputes in good faith an allegation of default by the Company, notwithstanding anything to the contrary in this Contract, the Company agrees that it will not terminate this Contract or suspend or limit the Services or any warranties or repossess, disable or render unusable any software supplied by the Company, unless (i) the parties agree in writing, or (ii) an order of a court of competent jurisdiction determines otherwise. 18.6. CANCELLATION OF ORDERS AND SUBCONTRACTS. In the event this Contract is terminated by the City for any reason prior to the end of the term, the Company shall, upon 109 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 termination, immediately discontinue all service in connection with this Contract and promptly cancel all existing orders and subcontracts, which are chargeable to this Contract. As soon as practicable after receipt of notice of termination, the Company shall submit a statement to the City showing in detail the Services performed under this Contract to the date of termination. 18.7. AUTHORITY TO TERMINATE. The following persons are authorized to terminate this Contract on behalf of the City: (i) the City Manager, any Assistant City Manager, or any designee of the City Manager; or (ii) the Department Director of the City Department responsible for administering this Contract. 18.8. OBLIGATIONS UPON EXPIRATION OR TERMINATION. Upon expiration or termination of this Contract, the Company shall promptly return to the City (i) all computer programs, files, documentation, media, related material and any other material and equipment that are owned by the City; (ii) all Deliverables that have been completed or that are in process as of the date of termination; and (iii) a written statement describing in detail all work performed with respect to Deliverables which are in process as of the date of termination. The expiration or termination of this Contract shall not relieve either party of its obligations regarding “Confidential Information,” as defined in this Contract. 18.9. NO EFFECT ON TAXES, FEES, CHARGES OR REPORTS. Any termination of this Contract shall not relieve the Company of the obligation to pay any fees, taxes or other charges then due to the City, nor relieve the Company of the obligation to file any daily, monthly, quarterly or annual reports covering the period to termination nor relieve the Company from any claim for damages previously accrued or then accruing against the Company. 18.10. OTHER REMEDIES. The remedies set forth in this Section and Section 19 shall be deemed cumulative and not exclusive, and may be exercised successively or concurrently, in addition to any other remedies available under this Contract or at law or in equity. 19. TRANSITION SERVICES UPON TERMINATION. Upon termination or expiration of this Contract, the Company shall cooperate with the City to assist with the orderly transfer of the Services provided by the Company to the City. Prior to termination or expiration of this Contract, the City may require the Company to perform and, if so required, the Company shall perform certain transition services necessary to shift the Services of the Company to another provider or to the City itself as described below (the “Transition Services”). Transition Services may include but shall not be limited to the following:  Working with the City to jointly develop a mutually agreed upon Transition Services Plan to facilitate the termination of the Services;  Notifying all affected service providers and subcontractors of the Company;  Performing the Transition Services;  Answering questions regarding the Services on an as-needed basis; and  Providing such other reasonable services needed to effectuate an orderly transition to a new service provider. 20. CHANGES. In the event changes to the Services (collectively “Changes”), become necessary or desirable to the parties, the parties shall follow the procedures set forth in this Section. A Change shall be effective only when documented by a written, dated agreement executed by both parties that expressly references and is attached to this Contract (a “Change Statement”). The Change Statement shall set forth in detail: (i) the Change requested, including all modifications of the duties of the parties; (ii) the reason for the proposed Change; and (iii) a detailed analysis of the impact of the Change on the results of the Services and time for completion of the Services, including the impact on all Milestones and delivery dates and any associated price. 110 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 In the event either party desires a Change, the Project Manager for such party shall submit to the other party’s Project Manager a proposed Change Statement. If the receiving party does not accept the Change Statement in writing within ten (10) days, the receiving party shall be deemed to have rejected the Change Statement. If the parties cannot reach agreement on a proposed Change, the Company shall nevertheless continue to render performance under this Contract in accordance with its (unchanged) terms and conditions. Changes that involve or increase in the amounts payable by the City may require execution by the City Manager or a designee depending on the amount. Some increases may also require approval by Charlotte City Council. 21. CITY OWNERSHIP OF WORK PRODUCT. 21.1. The parties agree that the City shall have exclusive ownership of all reports, documents, designs, ideas, materials, reports, concepts, plans, creative works, and other work product developed for or provided to the City in connection with this Contract, and all patent rights, copyrights, trade secret rights and other intellectual property rights relating thereto (collectively the “Intellectual Property”). The Company hereby assigns and transfers all rights in the Intellectual Property to the City. The Company further agrees to execute and deliver such assignments and other documents as the City may later require to perfect, maintain and enforce the City’s rights as sole owner of the Intellectual Property, including all rights under patent and copyright law. The Company hereby appoints the City as attorney in fact to execute all such assignments and instruments and agree that its appointment of the City as an attorney in fact is coupled with an interest and is irrevocable. 21.2. The City grants the Company a royalty-free, non-exclusive license to use and copy the Intellectual Property to the extent necessary to perform this Contract. The Company shall not be entitled to use the Intellectual Property for other purposes without the City’s prior written consent, and shall treat the Intellectual Property as “Confidential Information” pursuant to Section 25 of the Contract. 21.3. The Company will treat as Confidential Information under the Confidentiality and Non- Disclosure Contract all data in connection with the Contract. City data processed by the Company shall remain the exclusive property of the City. The Company will not reproduce, copy, duplicate, disclose, or in any way treat the data supplied by the City in any manner except that contemplated by the Contract. 22. RELATIONSHIP OF THE PARTIES. The relationship of the parties established by this Contract is solely that of independent contractors, and nothing contained in this Contract shall be construed to (i) give any party the power to direct or control the day-to-day administrative activities of the other; or (ii) constitute such parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking; or (iii) make either party an agent of the other, or any Company employee an agent or employee of the City, for any purpose whatsoever. Neither party nor its agents or employees is the representative of the other for any purpose, and neither has power or authority to act as agent or employee to represent, to act for, bind, or otherwise create or assume any obligation on behalf of the other. 23. INDEMNIFICATION. To the fullest extent permitted by law, the Company shall indemnify, defend and hold harmless each of the “Indemnitees” (as defined below) from and against any and all “Charges” (as defined below) paid or incurred as a result of any claims, demands, lawsuits, actions, or proceedings: (i) alleging violation, misappropriation or infringement of any copyright, trademark, patent, trade secret or other proprietary rights with respect to the Services or any products or deliverables provided to the City pursuant to this Contract (“Infringement Claims”); (ii) seeking payment for labor or materials purchased or supplied by the Company or its subcontractors in connection with this Contract; (iii) arising from the Company’s failure to perform its obligations under this Contract, or from any act of negligence or willful misconduct by the Company or any of its agents, employees or subcontractors 111 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 relating to this Contract, including but not limited to any liability caused by an accident or other occurrence resulting in bodily injury, death, sickness or disease to any person(s) or damage or destruction to any property, real or personal, tangible or intangible; or (iv) arising from any claim that the Company or an employee or subcontractor of the Company is an employee of the City, including but not limited to claims relating to worker’s compensation, failure to withhold taxes and the like. For purposes of this Section: (i) the term “Indemnitees” means the City, any federal agency that funds all or part of this Contract, and each of the City’s and such federal agency’s officers, officials, employees, agents and independent contractors (excluding the Company); and (ii) the term “Charges” means any and all losses, damages, costs, expenses (including reasonable attorneys’ fees), obligations, duties, fines, penalties, royalties, interest charges and other liabilities (including settlement amounts). If an Infringement Claim occurs, the Company shall either: (i) procure for the City the right to continue using the affected product or service; or (ii) repair or replace the infringing product or service so that it becomes non-infringing, provided that the performance of the overall product(s) and service(s) provided to the City shall not be adversely affected by such replacement or modification. If the Company is unable to comply with the preceding sentence within thirty (30) days after the City is directed to cease use of a product or service, the Company shall promptly refund to the City all amounts paid under this Contract. This Section 23 shall remain in force despite termination of this Contract (whether by expiration of the term or otherwise). 24. SUBCONTRACTING. Should the Company choose to subcontract, the Company shall be the prime contractor and shall remain fully responsible for performance of all obligations that it is required to perform under the Contract. Any subcontract entered into by Company shall name the City as a third party beneficiary. 25. CONFIDENTIAL INFORMATION. 25.1. CONFIDENTIAL INFORMATION. Confidential Information includes any information, not generally known in the relevant trade or industry, obtained from the City or its vendors or licensors or which falls within any of the following general categories: 25.1.1. Trade secrets. For purposes of this Contract, trade secrets consist of information of the City or any of its suppliers, contractors or licensors: (a) that derives value from being secret; and (b) that the owner has taken reasonable steps to keep confidential. Examples of trade secrets include information relating to proprietary software, new technology, new products or services, flow charts or diagrams that show how things work, manuals that tell how things work and business processes and procedures. 25.1.2. Information of the City or its suppliers, contractors or licensors marked “Confidential” or “Proprietary.” 25.1.3. Information relating to criminal investigations conducted by the City, and records of criminal intelligence information compiled by the City. 25.1.4. Information contained in the City’s personnel files, as defined by N.C. Gen. Stat. 160A- 168. This consists of all information gathered and/or maintained by the City about employees, except for that information which is a matter of public record under North Carolina law. 25.1.5. Citizen or employee social security numbers collected by the City. 25.1.6. Computer security information of the City, including all security features of electronic data processing, or information technology systems, telecommunications networks and electronic security systems. This encompasses but is not limited to passwords and security standards, procedures, processes, configurations, software and codes. 25.1.7. Local tax records of the City that contains information about a taxpayer’s income or 112 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 receipts. 25.1.8. Any attorney / City privileged information disclosed by either party. 25.1.9. Any data collected from a person applying for financial or other types of assistance, including but not limited to their income, bank accounts, savings accounts, etc. 25.1.10. The name or address of individual homeowners who, based on their income, have received a rehabilitation grant to repair their home. 25.1.11. Building plans of city-owned buildings or structures, as well as any detailed security plans. 25.1.12. Billing information of customers compiled and maintained in connection with the City providing utility services. 25.1.13. Other information that is exempt from disclosure under the North Carolina public records laws. Categories stated in Sections 25.1.3 through 25.1.13 above constitute “Highly Restricted Information,” as well as Confidential Information. The Company acknowledges that certain Highly Restricted Information is subject to legal restrictions beyond those imposed by this Contract, and agrees that: (i) all provisions in this Contract applicable to Confidential Information shall apply to Highly Restricted Information; and (ii) the Company will also comply with any more restrictive instructions or written policies that may be provided by the City from time to time to protect the confidentiality of Highly Restricted Information. The parties acknowledge that in addition to information disclosed or revealed after the date of this Contract, the Confidential Information shall include information disclosed or revealed within one (1) year prior to the date of this Contract. 25.2. RESTRICTIONS. The Company shall keep the Confidential Information in the strictest confidence, in the manner set forth below: 25.2.1. It shall not copy, modify, enhance, compile or assemble (or reverse compile or disassemble), or reverse engineer Confidential Information. 25.2.2. It shall not, directly or indirectly, disclose, divulge, reveal, report or transfer Confidential Information of the other to any third party or to any individual employed by the Company, other than an employee, agent, subcontractor or vendor of the City or Company who: (i) has a need to know such Confidential Information, and (ii) has executed a confidentiality agreement incorporating substantially the form of this Section of the Contract and containing all protections set forth herein. 25.2.3. It shall not use any Confidential Information of the City for its own benefit or for the benefit of a third party, except to the extent such use is authorized by this Contract or other written agreements between the parties hereto, or is for the purpose for which such Confidential Information is being disclosed. 25.2.4. It shall not remove any proprietary legends or notices, including copyright notices, appearing on or in the Confidential Information of the other. 25.2.5. The Company shall use its best efforts to enforce the proprietary rights of the City and the City’s vendors, licensors and suppliers (including but not limited to seeking injunctive relief where reasonably necessary) against any person who has possession of or discloses Confidential Information in a manner not permitted by this Contract. 25.2.6. In the event that any demand is made in litigation, arbitration or any other proceeding for disclosure of Confidential Information, the Company shall assert this Contract as a ground for refusing the demand and, if necessary, shall seek a protective order or other 113 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 appropriate relief to prevent or restrict and protect any disclosure of Confidential Information. 25.2.7. All materials which constitute, reveal or derive from Confidential Information shall be kept confidential to the extent disclosure of such materials would reveal Confidential Information, and unless otherwise agreed, all such materials shall be returned to the City or destroyed upon satisfaction of the purpose of the disclosure of such information. 25.3. EXCEPTIONS. The parties agree that the Company shall have no obligation with respect to any Confidential Information which the Company can establish: 25.3.1. Was already known to the Company prior to being disclosed by the disclosing party; 25.3.2. Was or becomes publicly known through no wrongful act of the Company; 25.3.3. Was rightfully obtained by the Company from a third party without similar restriction and without breach hereof; 25.3.4. Was used or disclosed by the Company with the prior written authorization of the City; 25.3.5. Was disclosed pursuant to the requirement or request of a governmental agency, which disclosure cannot be made in confidence, provided that, in such instance, the Company shall first give to the City notice of such requirement or request; 25.3.6. Was disclosed pursuant to the order of a court of competent jurisdiction or a lawfully issued subpoena, provided that the Company shall take use its best efforts to obtain an agreement or protective order providing that, to the greatest possible extent possible, this Contract will be applicable to all disclosures under the court order or subpoena. 25.4. UNINTENTIONAL DISCLOSURE. Notwithstanding anything contained herein in to the contrary, in the event that the Company is unintentionally exposed to any Confidential Information of the City, the Company agrees that it shall not, directly or indirectly, disclose, divulge, reveal, report or transfer such Confidential Information to any person or entity or use such Confidential Information for any purpose whatsoever. 25.5. REMEDIES. The Company acknowledges that the unauthorized disclosure of the Confidential Information of the City will diminish the value of the proprietary interests therein. Accordingly, it is agreed that if the Company breaches its obligations hereunder, the City shall be entitled to equitable relief to protect its interests, including but not limited to injunctive relief, as well as monetary damages. 26. INSURANCE. 26.1. TYPES OF INSURANCE. The Company shall obtain and maintain during the life of this Contract, with an insurance company rated not less than “A” by A.M. Best, authorized to do business in the State of North Carolina, acceptable to the Charlotte-Mecklenburg, Risk Management Division the following insurance: 26.1.1. Automobile Liability - Bodily injury and property damage liability covering all owned, non-owned and hired automobiles for limits of not less than $1,000,000 bodily injury each person, each accident and $1,000,000 property damage, or $1,000,000 combined single limit - bodily injury and property damage. 26.1.2. Commercial General Liability - Bodily injury and property damage liability as shall protect the Company and any subcontractor performing Services under this Contract, from claims of bodily injury or property damage which arise from performance of this Contract, whether such operations are performed by the Company, any subcontractor, or anyone directly or indirectly employed by either. The amounts of such insurance shall not be less than $1,000,000 bodily injury each occurrence/aggregate and 114 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 $1,000,000 property damage each occurrence/aggregate, or $1,000,000 bodily injury and property damage combined single limits each occurrence/aggregate. This insurance shall include coverage for products, operations, personal and advertising injury, and contractual liability, assumed under the indemnity provision of this Contract. 26.1.3. Workers’ Compensation and Employers Liability - meeting the statutory requirements of the State of North Carolina, $100,000 per accident limit, $500,000 disease per policy limit, $100,000 disease each employee limit. The Company shall not commence any Services in connection with this Contract until it has obtained all of the foregoing types of insurance and such insurance has been approved by the City. The Company shall not allow any subcontractor to commence Services on its subcontract until all similar insurance required of the subcontractor has been obtained and approved. 26.2. OTHER INSURANCE REQUIREMENTS. 26.2.1. The City shall be exempt from, and in no way liable for any sums of money, which may represent a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the Company and/or subcontractor providing such insurance. 26.2.2. The City of Charlotte shall be named as an additional insured for operations or services rendered under the general liability coverage. The Company’s insurance shall be primary of any self-funding and/or insurance otherwise carried by the City for all loss or damages arising from the Company’s operations under this agreement. 26.2.3. Certificates of such insurance will be furnished to the City and shall contain the provision that the City be given thirty (30) days’ written notice of any intent to amend coverage reductions or material changes or terminate by either the insured or the insuring Company. 26.2.4. Should any or all of the required insurance coverage be self-funded/self-insured, a copy of the Certificate of Self-Insurance or other documentation from the North Carolina Department of Insurance shall be furnished to the City. 26.2.5. If any part of the Services under this Contract is sublet, the subcontractor shall be required to meet all insurance requirements as listed above. However, this will in no way relieve the Company from meeting all insurance requirements or otherwise being responsible for the subcontractor. 27. COMMERCIAL NON-DISCRIMINATION. As a condition of entering into this Contract, the Company represents and warrants that it will fully comply with the City's Commercial Non- Discrimination Policy, as described in Section 2, Article V of the Charlotte City Code, and consents to be bound by the award of any arbitration conducted thereunder. As part of such compliance, the Company shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, age or disability in the solicitation, selection, hiring, or treatment of subcontractors, vendors or suppliers in connection with a City contract or contract solicitation process, nor shall the Company retaliate against any person or entity for reporting instances of such discrimination. The Company shall provide equal opportunity for subcontractors, vendors and suppliers to participate in all of its subcontracting and supply opportunities on City contracts, provided that nothing contained in this clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace discrimination that has occurred or is occurring in the marketplace. The Company understands and agrees that a violation of this clause shall be considered a material breach of this Contract and may result in termination of this Contract, disqualification of the Company from participating in City contracts or other sanctions. As a condition of entering into this Contract, the Company agrees to: (i) promptly provide to the City in a format specified by the City all information and documentation that may be requested by the City 115 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 from time to time regarding the solicitation, selection, treatment and payment of subcontractors in connection with this Contract; and (ii) if requested, provide to the City within sixty days after the request a truthful and complete list of the names of all subcontractors, vendors, and suppliers that the Company has used on City contracts in the past five years, including the total dollar amount paid by the Company on each subcontract or supply contract. The Company further agrees to fully cooperate in any investigation conducted by the City pursuant to the City’s Non-Discrimination Policy, to provide any documents relevant to such investigation that are requested by the City, and to be bound by the award of any arbitration conducted under such Policy. The Company agrees to provide to the City from time to time on the City’s request, payment affidavits detailing the amounts paid by the Company to subcontractors and suppliers in connection with this Contract within a certain period of time. Such affidavits shall be in the format specified by the City from time to time. The Company understands and agrees that violation of this Commercial Non-Discrimination provision shall be considered a material breach of this Contract and may result in contract termination, disqualification of the Company from participating in City contracts and other sanctions. 28. NOTICES. Any notice, consent or other communication required or contemplated by this Contract shall be in writing, and shall be delivered in person, by U.S. mail, by overnight courier, by electronic mail or by telefax to the intended recipient at the address set forth below. Notice shall be effective upon the date of receipt by the intended recipient; provided that any notice which is sent by telefax or electronic mail shall also be simultaneously sent by mail deposited with the U.S. Postal Service or by overnight courier. Each party may change its address for notification purposes by giving the other party written notice of the new address and the date upon which it shall become effective. Communications that relate to any breach, default, termination, delay in performance, prevention of performance, modification, extension, amendment, or waiver of any provision of this Contract shall be sent to: For the Company: For the City: Kay Elmore City of Charlotte City Procurement 600 East Fourth Street, 9th Floor Charlotte, NC 28202 Phone: Phone: 704-336-2524 Fax: Fax: 704-632-8252 E-mail: E-mail: kelmore@charlottenc.gov With Copy To: With Copy To: Adam Jones City of Charlotte City Attorney’s Office 600 East Fourth Street, 15th Floor Charlotte, NC 28202 Phone: Phone: 704-336-3012 E-mail: E-mail: amjones@charlottenc.gov All other notices shall be sent to the other party’s Project Manager at the most recent address provided in writing by the other party. 116 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 29. MISCELLANEOUS. 29.1. ENTIRE AGREEMENT. This Contract is the entire agreement between the parties with respect to its subject matter, and there are no other representations, understandings, or agreements between the parties with respect to such subject matter. This Contract supersedes all prior agreements, negotiations, representations and proposals, written or oral. 29.2. AMENDMENT. No amendment or change to this Contract shall be valid unless in writing and signed by both parties to this Contract. 29.3. GOVERNING LAW AND JURISDICTION. The parties acknowledge that this Contract is made and entered into in Charlotte, North Carolina, and will be performed in Charlotte, North Carolina. The parties further acknowledge and agree that North Carolina law shall govern all the rights, obligations, duties and liabilities of the parties under this Contract, and that North Carolina law shall govern interpretation and enforcement of this Contract and any other matters relating to this Contract (all without regard to North Carolina conflicts of law principles). The parties further agree that any and all legal actions or proceedings relating to this Contract shall be brought in a state or federal court sitting in Mecklenburg County, North Carolina. By the execution of this Contract, the parties submit to the jurisdiction of said courts and hereby irrevocably waive any and all objections, which they may have with respect to venue in any court sitting in Mecklenburg County, North Carolina. 29.4. BINDING NATURE AND ASSIGNMENT. This Contract shall bind the parties and their successors and permitted assigns. Neither party may assign any of the rights and obligations thereunder without the prior written consent of the other. Any assignment attempted without the written consent of the other party shall be void. 29.5. CITY NOT LIABLE FOR DELAYS. It is agreed that the City shall not be liable to the Company, its agents or representatives or any subcontractor for or on account of any stoppages or delay in the performance of any obligations of the City or any other party hereunder caused by injunction or other legal or equitable proceedings or on account of any other delay for any cause beyond the City’s reasonable control. The City shall not be liable under any circumstances for lost profits or any other consequential, special or indirect damages. 29.6. FORCE MAJEURE. 29.6.1. The Company shall be not liable for any failure or delay in the performance of its obligations pursuant to this Contract (and such failure or delay shall not be deemed a default of this Contract or grounds for termination hereunder if all of the following conditions are satisfied: (i) if such failure or delay: (a) could not have been prevented by reasonable precaution, and (b) cannot reasonably be circumvented by the non- performing party through the use of alternate sources, work-around plans, or other means; and (ii) if and to the extent such failure or delay is caused, directly or indirectly, by fire, flood, earthquake, hurricane, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or court order. 29.6.2. Upon the occurrence of an event which satisfies all of the conditions set forth above (a “Force Majeure Event”) the Company shall be excused from any further performance of those of its obligations pursuant to this Contract affected by the Force Majeure Event for as long as (i) such Force Majeure Event continues; and (ii) the Company continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay. 29.6.3. Upon the occurrence of a Force Majeure Event, the Company shall immediately notify the City by telephone (to be confirmed by written notice within two (2) days of the inception of the failure or delay) of the occurrence of a Force Majeure Event and shall describe in reasonable detail the nature of the Force Majeure Event. If any Force Majeure Event prevents the Company from performing its obligations for more than 117 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 five (5) days, the City may terminate this Contract. 29.6.4. Strikes, slow-downs, walkouts, lockouts, and individual disputes are not excused under this provision. 29.7. SEVERABILITY. The invalidity of one or more of the phrases, sentences, clauses or sections contained in this Contract shall not affect the validity of the remaining portion of the Contract so long as the material purposes of the Contract can be determined and effectuated. If any provision of this Contract is held to be unenforceable, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is unenforceable, and this Contract shall be deemed amended by modifying such provision to the extent necessary to make it enforceable while preserving its intent. 29.8. NO PUBLICITY. No advertising, sales promotion or other materials of the Company or its agents or representations may identify or reference this Contract or the City in any manner absent the written consent of the City. 29.9. APPROVALS. All approvals or consents required under this Contract must be in writing. 29.10. WAIVER. No delay or omission by either party to exercise any right or power it has under this Contract shall impair or be construed as a waiver of such right or power. A waiver by either party of any covenant or breach of this Contract shall not be constitute or operate as a waiver of any succeeding breach of that covenant or of any other covenant. No waiver of any provision of this Contract shall be effective unless in writing and signed by the party waiving the rights. 29.11. SURVIVAL OF PROVISIONS. The following sections of this Contract shall survive the termination hereof: Section 4.3 “Employment Taxes and Employee Benefits” Section 15 “Representations and Warranties of Company” Section 18 “Term and Termination of Contract” Section 21 “City Ownership of Work Product” Section 23 “Indemnification” Section 25 “Confidential Information” Section 26 “Insurance” Section 28 “Notices and Principal Contacts” Section 29 “Miscellaneous” 29.12. CHANGE IN CONTROL. In the event of a change in “Control” of the Company (as defined below), the City shall have the option of terminating this Contract by written notice to the Company. The Company shall notify the City within ten (10) days of the occurrence of a change in control. As used in this Contract, the term “Control” shall mean the possession, direct or indirect, of either (i) the ownership of or ability to direct the voting of, as the case may be fifty- one percent (51%) or more of the equity interests, value or voting power in the Company or (ii) the power to direct or cause the direction of the management and policies of the Company whether through the ownership of voting securities, by contract or otherwise. 29.13. DRAFTER’S PROTECTION. Each of the Parties has agreed to the use of the particular language of the provisions of this Contract and any questions of doubtful interpretation shall not be resolved by any rule or interpretation against the drafters, but rather in accordance with the fair meaning thereof, having due regard to the benefits and rights intended to be conferred upon the Parties hereto and the limitations and restrictions upon such rights and benefits intended to be provided. 29.14. FAMILIARITY AND COMPLIANCE WITH LAWS AND ORDINANCES. The Company agrees to make itself aware of and comply with all local, state and federal ordinances, statutes, laws, rules and regulations applicable to the Services. The Company further agrees that it will 118 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 at all times during the term of this Contract be in compliance with all applicable federal, state and/or local laws regarding employment practices. Such laws will include, but shall not be limited to, workers' compensation, the Fair Labor Standards Act (FLSA), the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA) and all OSHA regulations applicable to the Services. 29.15. CONFLICT OF INTEREST. The Company covenants that its officers, employees and shareholders have no interest and shall not acquire any interest, direct or indirect that would conflict in any manner or degree with the performance of Services required to be performed under the Contract. 29.16. NO BRIBERY. The Company certifies that neither it, any of its affiliates or subcontractors, nor any employees of any of the foregoing has bribed or attempted to bribe an officer or employee of the City in connection with the Contract. 29.17. HARASSMENT. The Company agrees to make itself aware of and comply with the City's Harassment Policy. The City will not tolerate or condone acts of harassment based upon race, sex, religion, national origin, color, age, or disability. Violators of this policy will be subject to termination. 29.18. TRAVEL UPGRADES. The City has no obligation to reimburse the Company for any travel or other expenses incurred in connection with this Contract. 29.19. TAXES. Except as specifically stated elsewhere in this Contract, the Company shall collect all applicable federal, state and local taxes which may be chargeable against the performance of the Services, and remit such taxes to the relevant taxing authority. The Company consents to and authorizes the City to collect any and all delinquent taxes and related interest, fines, or penalties of the Company by reducing any payment, whether monthly, quarterly, semi- annually, annually, or otherwise, made by the City to the Company pursuant to this Contract for an amount equal to any and all taxes and related interest, fines, or penalties owed by the Company to the City. The Company hereby waives any requirements for notice under North Carolina law for each and every instance that the City collects delinquent taxes pursuant to this paragraph. This paragraph shall not be construed to prevent the Company from filing an appeal of the assessment of the delinquent tax if such appeal is within the time prescribed by law. 29.20. COUNTERPARTS. This Contract may be executed in any number of counterparts, all of which taken together shall constitute one single agreement between the parties. 29.21. PRE-AUDIT. No pre-audit certificate is required under N.C. Gen. Stat. 159-28(a) because this Contract is for an indefinite quantity with no minimum purchase requirement. Notwithstanding anything contained herein to the contrary, this Contract does not require the City to purchase a single product or service, and a decision by the City to not make any purchase hereunder will violate neither this Contract nor any implied duty of good faith and fair dealing. The City has no financial obligation under this Contract absent the City’s execution of a valid and binding purchase order or contract addendum containing a pre-audit certificate.” [Signature Page Follows] 119 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood each and every provision hereof, the parties have caused this Contract to be executed as of the date first written above. [INSERT COMPANY NAME] BY: _______________________________________ (signature) PRINT NAME: _____________________________ TITLE: ____________________________________ DATE: ____________________________________ CITY OF CHARLOTTE: CITY MANAGER’S OFFICE BY: _______________________________________ (signature) PRINT NAME: _____________________________ TITLE: ____________________________________ DATE: ____________________________________ 120 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 EXHIBIT A – PRICING SHEET INTENTIONALLY LEFT BLANK FOR SAMPLE CONTRACT 121 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 EXHIBIT B – SCOPE OF SERVICES INTENTIONALLY LEFT BLANK FOR SAMPLE CONTRACT 122 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 EXHIBIT C – FEDERAL CONTRACT TERMS AND CONDITIONS This Exhibit is attached and incorporated into the __________ [EXACT CAPTION OF CONTRACT] (the “Contract") between the City of Charlotte and [COMPANY NAME] (the “Company”). Capitalized terms not defined in this Exhibit shall have the meanings assigned to such terms in the Contract. In the event of a conflict between this Exhibit and the terms of the main body of the Contract or any other exhibit or appendix, the terms of this Exhibit shall govern. 1. Debarment and Suspension. The Company represents and warrants that, as of the Effective Date of the Contract, neither the Company nor any subcontractor or subconsultant performing work under this Contract (at any tier) is included on the federally debarred bidder’s list listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” If at any point during the Contract term the Company or any subcontractor or subconsultant performing work at any tier is included on the federally debarred bidder’s list, the Company shall notify the City immediately. The Company’s completed Form 8 – Vendor Debarment Certification is incorporated herein as Form [EXHIBIT LETTER].1 below. 2. Record Retention. The Company certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The Company further certifies that it will retain all records as required by 2 CFR § 200.333 for a period of three (3) years after it receives City notice that the City has submitted final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. 3. Procurement of Recovered Materials. The Company represents and warrants that in its performance under the Contract, the Company shall 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. 4. Clean Air Act and Federal Water Pollution Control Act. The Company 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). 5. Energy Efficiency. The Company certifies that the Company will be in compliance 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 Act (Pub. L. 94-163, 89 Stat. 871). 6. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). The Company certifies that: 6.1. No federal appropriated funds have been paid or will be paid, by or on behalf of the Company, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal Loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of and Federal contract, grant, loan, or cooperative agreement. 123 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 6.2. If any funds other than federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the Company shall complete and submit Standard Form—LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96)]. 6.3. The Company shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. 6.4. The Company’s completed Form 9 –Byrd Anti-Lobbying Certification is incorporated herein as Form [EXHIBIT LETTER].2 below. 7. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). If the Contract is in excess of $100,000 and involves the employment of mechanics or laborers, the Company must comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, the Company is required to compute the wages of every mechanic and laborer on the basis of a standard work week of forty (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 forty (40) hours in the work week. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or purchases of transportation or transmission of intelligence. 8. Right to Inventions. If the federal award is a “funding agreement” under 37 CFR 401.2 and the City wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment of performance or experimental, developmental or research work thereunder, the City must comply with 37 CFR Part 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. 9. DHS Seal, Logo, and Flags. The Company shall not use the Department of Homeland Security (“DHS”) seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. 10. The Federal Government is not a party to this Contract and is not subject to any obligations or liabilities to the City, Company, or any other party pertaining to any matter resulting from the Contract. 11. Remedies. 11.1 RIGHT TO COVER. If the Company fails to meet any completion date or resolution time set forth in this Contract (including the Exhibits), the City may take any of the following actions with or without terminating this Contract, and in addition to and without limiting any other remedies it may have: a. Employ such means as it may deem advisable and appropriate to perform itself or obtain the Services from a third party until the matter is resolved and the Company is again able to resume performance under this Contract; and b. Deduct any and all expenses incurred by the City in obtaining or performing the Services from any money then due or to become due the Company and, should the City’s cost of obtaining or performing the services exceed the amount due the Company, collect the amount due from the Company. 124 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 11.2 RIGHT TO WITHHOLD PAYMENT. If the Company breaches any provision of this Contract, the City shall have a right to withhold all payments due to the Company until such breach has been fully cured. 11.3 SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF. The Company agrees that monetary damages are not an adequate remedy for the Company’s failure to provide the Services or Deliverables as required by this Contract, nor could monetary damages be the equivalent of the performance of such obligation. Accordingly, the Company hereby consents to an order granting specific performance of such obligations of the Company in a court of competent jurisdiction within the State of North Carolina. The Company further consents to the City obtaining injunctive relief (including a temporary restraining order) to assure performance in the event the Company breaches the Contract. 11.4 SETOFF. Each party shall be entitled to setoff and deduct from any amounts owed to the other party pursuant to this Contract all damages and expenses incurred or reasonably anticipated as a result of the other party’s breach of this Contract. 11.5 OTHER REMEDIES. Upon breach of this Contract, each party may seek all legal and equitable remedies to which it is entitled. The remedies set forth herein shall be deemed cumulative and not exclusive and may be exercised successively or concurrently, in addition to any other available remedy. 12. Termination for Convenience and for Cause. 12.1 TERMINATION FOR CONVENIENCE. The City may terminate the Contract at any time without cause by giving thirty (30) days prior written notice to the Company. As soon as practicable after receipt of a written notice of termination without cause, Company shall submit a statement to the City showing in detail the Services performed under this Contract through the date of termination. The forgoing payment obligation is contingent upon the Company having provided the City with written documentation reasonably adequate to verify the number of hours of Services rendered through the termination date and the percentage of completion of each task. 12.2 TERMINATION FOR DEFAULT BY EITHER PARTY. By giving written notice to the other party, either party may terminate the Contract upon the occurrence of one or more of the following events: a. The other party violates or fails to perform any covenant, provision, obligation, term or condition contained in the Contract, provided that, unless otherwise stated in the Contract, such failure or violation shall not be cause for termination if both of the following conditions are satisfied: (i) such default is reasonably susceptible to cure; and (ii) the other party cures such default within thirty (30) days of receipt of written notice of default from the non-defaulting party; or b. The other party attempts to assign, terminate or cancel the Contract contrary to the terms hereof; or c. The other party ceases to do business as a going concern, makes an assignment for the benefit of creditors, admits in writing its inability to pay debts as they become due, files a petition in bankruptcy or has an involuntary bankruptcy petition filed against it (except in connection with a reorganization under which the business of such party is continued and performance of all its obligations under the Contract shall continue), or if a receiver, trustee or liquidator is appointed for it or any substantial part of other party’s assets or properties. Any notice of default shall identify this Section of the Contract and shall state the party’s intent to terminate the Contract if the default is not cured within the specified period. 125 Section 9 Sample Contract FURNITURE, INSTALLATION AND RELATED PRODUCTS AND SERVICES RFP# 269-2019-105 JUNE 19, 2019 13. Indemnification. 13.1 INDEMNIFICATION. To the fullest extent permitted by law, the Company shall indemnify, defend and hold harmless each of the “Indemnitees” (as defined below) from and against any and all “Charges” (as defined below) paid or incurred as a result of any claims, demands, lawsuits, actions, or proceedings: (i) alleging violation, misappropriation or infringement of any copyright, trademark, patent, trade secret or other proprietary rights with respect to the Services or any products or deliverables provided to the City pursuant to this Contract (“Infringement Claims”); (ii) seeking payment for labor or materials purchased or supplied by the Company or its subcontractors in connection with this Contract; (iii) arising from the Company’s failure to perform its obligations under this Contract, or from any act of negligence or willful misconduct by the Company or any of its agents, employees or subcontractors relating to this Contract, including but not limited to any liability caused by an accident or other occurrence resulting in bodily injury, death, sickness or disease to any person(s) or damage or destruction to any property, real or personal, tangible or intangible; or (iv) arising from any claim that the Company or an employee or subcontractor of the Company is an employee of the City, including but not limited to claims relating to worker’s compensation, failure to withhold taxes and the like. For purposes of this Section: (a) the term “Indemnitees” means City, any federal agency that funds all or part of this Contract, and each of the City’s and such federal agency’s officers, officials, employees, agents and independent contractors (excluding the Company); and (b) the term “Charges” means any and all losses, damages, costs, expenses (including reasonable attorneys’ fees), obligations, duties, fines, penalties, royalties, interest charges and other liabilities (including settlement amounts). If an Infringement Claim occurs, the Company shall either: (i) procure for the City the right to continue using the affected product or service; or (ii) repair or replace the infringing product or service so that it becomes non-infringing, provided that the performance of the overall product(s) and service(s) provided to the City shall not be adversely affected by such replacement or modification. If the Company is unable to comply with the preceding sentence within thirty (30) days after the City is directed to cease use of a product or service, the Company shall promptly refund to the City all amounts paid under this Contract. This Section 13 shall remain in force despite termination of this Contract (whether by expiration of the term or otherwise). 126 7145 West Tidwell Road ~ Houston, Texas 77092 (713)-462-7708 www.esc4.net NOTICE TO OFFEROR Solicitation Number 19-18 Request for Proposal (“RFP”) by Region 4 Education Service Center (“ESC”) for Furniture, Installation, and Related Services SUBMITTAL DEADLINE: Wednesday, December 11, 2019, 2:00 PM CENTRAL TIME Questions regarding this RFP must be submitted in writing to Crystal Wallace, Business Operations Specialist, at questions@esc4.net no later than December 2, 2019. All questions and answers will be posted to https://www.esc4.net/services/purchasing/region-4-omnia-solicitations. Offerors are responsible for viewing the website to review all questions and answers prior to submitting proposals. Oral communications concerning this RFP shall not be binding and shall in no way excuse an Offeror of the obligations set forth in this proposal. Proposals must be sealed, prominently marked with the RFP solicitation number, RFP title, RFP opening time/date and name of Offeror. Submissions must be received by the Region 4 ESC office at: 7145 West Tidwell Road, Houston, TX 77092 no later than 2:00 p.m. central time. Proposals received prior to the submittal deadline will be time-stamped upon receipt and kept secure and unopened. At the submittal deadline, Region 4 ESC will collect all proposals received before the deadline in the room designated for the proposal opening. Proposals will be opened and recorded publicly. Any proposal received later than the specified time, whether delivered in person, courier or mailed, will not be considered. Late proposals will be returned to sender unopened. NON-MANDATORY PRE-PROPOSAL CONFERENCE Offerors are strongly encouraged, but not required to participate in a pre-proposal conference with the Business Operations Specialist, which will be held on Thursday, November 21, 2019 at 10:00 am in the Region 4 ESC offices located at 7145 West Tidwell Road, Houston Texas 77092. To attend the conference, potential Offeror must notify Crystal Wallace, Business Operations Specialist, at cwallace@esc4.net, by Friday, November 15, 2019. Offeror’s who are unable to attend in person but would like to call in must also send an email to request call in instructions. The purpose of this conference is to clarify the contents of this RFP in order to prevent any misunderstanding of Region 4 ESC’s position. Any doubt as to the requirements of this RFP or any apparent omission or discrepancy should be presented to Region 4 ESC at this conference. Region 4 ESC will then determine the appropriate action necessary, if any, and may issue a written addendum to the RFP. Oral statements or instructions will not constitute an addendum to this RFP. Publication Date: Thursday, November 7, 2019 RFP Page 2 I. SCOPE OF WORK Region 4 Education Service Center (“Region 4 ESC”) requests proposals from qualified suppliers with the intent to enter into a Contract for Furniture, Installation, and Related Services. Region 4 ESC is seeking a provider that has the depth, breadth and quality of resources necessary to complete all phases of the Contract. Awarded Offeror(s) shall deliver products and services under the terms of this agreement. While this solicitation specifically covers Furniture, Installation, and Related Services, each awarded Offeror may offer their complete product and service offering, or balance of line. Region 4 ESC reserves the right to accept or reject any or all balance of line items offered. Region 4 ESC is an education service center established by the Texas Legislature in 1967 to assist school districts and charter schools in improving efficiencies. Region 4 ESC directly serves a seven-county area comprised of 48 public school districts and 39 open-enrollment charter schools, representing more than 1.2 million students, 99,000 educators and 1,500 campuses. Through cooperative contracts Region 4 ESC extends the opportunity to operate more efficiently and economically to agencies nationwide through OMNIA Partners (see below). The Contract is based on the need to provide the economic benefits of volume purchasing and reduction in administrative costs through cooperative purchasing to schools and other members. Although the awarded Offeror(s) may restrict sales to certain public units (for example, state agencies or local government units), any proposal that prohibits sales from being made to public school districts may not be considered. Sales without restriction are preferred. These types of contracts are commonly referred to as being “piggybackable.” NATIONAL CONTRACT Region 4 Education Service Center, as the Principal Procurement Agency, defined in Appendix D, has partnered with OMNIA Partners to make the resultant contract (also known as the “Master Agreement” in materials distributed by OMNIA Partners) from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through OMNIA Partners’ cooperative purchasing program. Region 4 ESC is acting as the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners (a “Participating Public Agency”). Appendix D contains additional information about OMNIA Partners and the cooperative purchasing agreement. OMNIA Partners is the largest and most experienced purchasing organization for public and private sector procurement. Through the economies of scale created by OMNIA Partners public sector subsidiaries, National IPA and U.S. Communities, our participants now have access to more competitively solicited and publicly awarded cooperative agreements. The lead agency contracting process continues to be the foundation on which we are founded. OMNIA Partners is proud to offer more value and resources to state and local government, higher education, K-12 education and non-profits. OMNIA Partners provides shared services and supply chain optimization to government, education and the private sector. As a channel partner with Vizient (formally, Novation), OMNIA Partners leverages over $100 billion in annual supply spend to command the best prices for products and services. With corporate, pricing and sales commitments from the RFP Page 3 Offeror, OMNIA Partners provides marketing and administrative support for the Offeror that directly promotes the Offeror’s products and services to Participating Public Agencies though multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. Public Agencies benefit from pricing based on aggregate spend and the convenience of a contract that has already been advertised and publicly competed. The Offeror benefits from a contract that allows Participating Public Agencies to directly purchase goods and services without the Offeror’s need to respond to additional competitive solicitations. As such, the Offeror must be able to accommodate a nationwide demand for services and to fulfill obligations as a nationwide Offeror and respond to the OMNIA Partners documents (Appendix D). While no minimum volume is guaranteed to the Contractor, the estimated annual volume of Furniture, Installation, and Related Services purchased under the Master Agreement through OMNIA Partners is approximately $275 million. This projection is based on the current annual volumes among Region 4 ESC, other Participating Public Agencies anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between the Contractor and OMNIA Partners. Customer Support Contractor shall provide timely and accurate technical advice and sales support to Region 4 ESC staff and Participating Agencies. Contractor shall respond to such requests within one (1) working day after receipt of the request. SCOPE OF GOODS AND SERVICES It is the intention of Region 4 ESC to establish a contract with Offeror(s) for a complete and comprehensive line of Furniture and Installation Services. Offerors are encouraged to propose their complete catalog of products and services including, but not limited to, the following categories:  Systems Furniture: A complete and comprehensive catalog of all systems furniture, lines, and accessories available from the Company;  Freestanding Furniture: A complete and comprehensive catalog of all case goods, furniture, (including folding and mobile) desks, tables, and accessories not limited to pre-school items available from the Company;  Seating/Chairs: A complete and comprehensive catalog of office and classroom chairs, tandem seating and other general seating not limited to pre-school items available from the Company;  Soft Seating: A complete and comprehensive catalog selection of soft seating for areas such as commons, libraries, waiting areas and open learning spaces. Products include, but are not limited to, lounge seating, modular linear seating, tables, and accessories.  Filing Systems, Storage and Equipment: A complete and comprehensive catalog of filing systems including vertical and lateral files, freestanding file cabinets, bookcases, and equipment and accessories available from the Company; RFP Page 4  Technology Support Furniture: A complete and comprehensive catalog selection of technology support furniture to support technology-based learning environments.  Library Furniture: A complete and comprehensive catalog selection of library furniture including shelving.  Science Laboratory Furniture: A complete and comprehensive catalog selection of science laboratory furniture.  Cafeteria Furniture: A complete and comprehensive catalog selection of cafeteria furniture.  Early Childhood Furniture: A complete and comprehensive catalog selection of early childhood furniture.  Audio/Visual Furniture: A complete and comprehensive catalog selection of audio/visual furniture.  Art Instructional Furniture: A complete and comprehensive catalog selection of art instructional furniture.  Educational Office Furniture: A complete and comprehensive catalog selection of educational office furniture.  Career/Technical Education Furniture: A complete and comprehensive catalog selection of career/technical education furniture.  Auditorium/Theater Fixed Seating: A complete and comprehensive catalog selection of auditorium/theater fixed seating and related furniture.  Modular Walls: A complete and comprehensive catalog selection of modular wall systems.  Related Products, Support Services and Solutions: Related office interior products and design, “Quick Ship”, design and layout, fabric and color design services, installation, systems furniture reconfiguration, assessment tools, professional development, furniture leasing, asset management services, storage, buyback programs, furniture refurb and any other related products and services or solutions offered by the Company. Although this section reflects the needs and requirements of Region 4 ESC, OMNIA Partners Participating Agencies may have different requirements. The awarded vendor will have the ability to offer their comprehensive program, as it pertains to Furniture, Installation, or Related Services, nationally. Furniture, Installation, or Related Services may include products and services associated with items which OMNIA Partners Participating Agencies may elect to use. OMNIA Partners Participants will sign a supplemental or usage agreement with the awarded vendor substantially based on the terms and conditions of the Region 4 ESC contract. Participants may elect to negotiate certain terms to conform to their purchasing and contracting requirements. RFP Page 5 II. CALENDAR OF EVENTS (ALL DATES ARE TENTATIVE AND SUBJECT TO CHANGE): Event Issue RFP Pre-proposal Conference Deadline for questions via email Issue Addenda (if required) Proposal Due Date Approval from Region 4 ESC Contract Effective Date Date November 7, 2019 November 21, 2019 December 2, 2019 December 4, 2019 December 11, 2019 February 25, 2020 March 1, 2020 RFP Page 6 III. INSTRUCTIONS TO OFFERORS 1. Key Definitions Contract: The legal agreement executed between Region 4 ESC and the awarded Offeror. A draft of the Contract is provided as Appendix A. Contractor: Any provider or seller of goods or services who, as a result of the competitive solicitation process, is awarded a Contract by Region 4 ESC. Days: calendar days Offeror: A supplier submitting a proposal in response to a solicitation. 2. Inquiries and Discrepancies: Questions regarding this solicitation must be submitted in writing to Crystal Wallace, Business Operations Specialist, at questions@esc4.net no later than Monday, December 2, 2019. All questions and answers will be posted to https://www.esc4.net/services/purchasing/region-4-omnia-solicitations. Offerors are responsible for viewing the website to review all questions and answers prior to submitting proposals. Oral communications concerning this RFP shall not be binding and shall in no way excuse an Offeror of the obligations set forth in this proposal. 3. Restricted and Prohibited Communications with Region 4 ESC: During the period between the date Region 4 ESC issues this RFP and the selection of the Contractor by Region 4 ESC, if any, Offerors shall restrict all contact with Region 4 ESC and direct all questions regarding this RFP, including questions regarding terms and conditions, only to the individual identified above in section “Inquiries and Discrepancies” in the specified manner. Do not contact members of the Board of Directors, other employees of Region 4 ESC or any of Region 4 ESC’s agents or administrators. Contact with any of these prohibited individuals after issuance of this RFP and before selection is made, may result in disqualification of the Offeror. The communications prohibition shall terminate when the Contract is recommended by the administration, considered by the Board of Directors at a noticed public meeting, and the Contract has been awarded. In the event the Board of Directors refers the recommendation back to staff for reconsideration, the communications prohibition shall continue. Additionally, during the time period between the award of the Contract by the Board of Directors and the execution of the Contract, Offerors shall not engage in any prohibited communications as described in this section. Prohibited communications includes direct contact, discussion, or promotion of any Offeror’s response with any member of Region 4 ESC’s Board of Directors or employees except for communications with Region 4 ESC’s designated representative as set forth in this RFP and only in the course of inquiries, briefings, interviews, or presentations. This prohibition is intended to create a level playing field for all potential Offerors, assure that decisions are made in public, and to protect the integrity of the RFP process. Except as provided in the above stated exceptions, the following communications regarding this RFP are prohibited: • Communications between a potential Offeror, Offeror, their lobbyist or consultant and any member of Region 4 ESC’s Board of Directors; • Communications between any Region 4 ESC Director and any member of a selection or evaluation committee; and • Communications between any Region 4 ESC Director and administrator or employee. The communications prohibition shall not apply to the following: RFP Page 7 • Communications with Region 4 ESC’s purchasing staff specifically named and authorized to conduct and receive such communications under this RFP or upon the request of Region 4 ESC, with Region 4 ESC’s legal counsel; and • Presentations made to the Board of Directors during any duly noticed public meeting. Nothing contained herein shall prohibit any person or entity from publicly addressing Region 4 ESC’s Board of Directors during any duly noticed public meeting, in accordance with applicable Board policies, on a matter other than this RFP or in connection with a presentation requested by Region 4 ESC’s representatives. 4. Current products: Proposals shall be for new materials and equipment in current production and marketed to the general public, education and government agencies at the time the proposal is submitted. 5. Proposal Format: Proposals must contain two (2) bound and signed original copies of the solicitation, and two (2) electronic copies on flash drives shall be provided. Offeror must also submit two (2) electronic proposals free of propriety information to be posted, if awarded a Contract. Only sealed responses will be accepted. Faxed or electronically transmitted responses will not be accepted. Sealed responses may be submitted on any or all items, unless stated otherwise. Responses must be provided in a three-ring binder or report cover using 8.5 x 11 paper clearly identified with the name of the Offeror’s company and the solicitation name and number on both the outside front cover and vertical spine. Tabs should be used to separate the proposal into sections. The following items identified must be included behind the tabs listed below. Each section should contain both the section of the RFP referenced and the Offeror’s response to that section. Offerors failing to organize in the manner listed may be considered non-responsive and may not be evaluated. 6. Binder Tabs: Tab 1 – Draft Contract and Offer and Contract Signature Form (Appendix A) a. Terms and Conditions Acceptance Form (Appendix B) Tab 2 – Products/Pricing Tab 3 – Performance Capability a. OMNIA Partners documents (Appendix D) Tab 4 – Qualification and Experience a. References Tab 5 – Value Add Tab 6 – Additional Required Documents (Appendix C) RFP Page 8 a. Acknowledgment and Acceptance of Region 4 ESC’s Open Records Policy (Appendix C, Doc #1) b. Antitrust Certification Statement (Tex. Government Code § 2155.005) (Appendix C, Doc #2) c. Implementation of House Bill 1295 Certificate of Interested Parties (Form 1295) (Appendix C, Doc #3) d. Texas Government Code 2270 Verification Form (Appendix C, Doc #4) e. Any additional agreements Offeror will require Participating Agencies to sign 7. Additional Agreements: If an Offeror requires additional agreements, a copy of the proposed agreement must be included with the proposal. 8. Open Records Policy: Proposals submitted in response to this RFP become a matter of public record subject to release after Contracts are executed. If an Offeror believes its response, or parts of its response, may be exempt from disclosure, the Offeror must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt. In addition, the Offeror must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s). Offeror must provide this information on the “Acknowledgement and Acceptance of Region 4 ESC’s Open Records Policy” (Appendix C, Doc #1). Any unmarked information will be considered public information and released, if requested under the Public Information Act. Price is not confidential and will not be withheld. The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 4 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the Offeror are not acceptable. Region 4 ESC must comply with the opinions of the OAG. Region 4 ESC assumes no responsibility for asserting legal arguments on behalf of any Offeror or Contractor. Offeror is advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information. After completion of award, these documents will be available for public inspection. 9. Disclosures: By signing the Offer and Contract Signature Form, Offeror affirms: a) Offeror has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this proposal and any subsequent Contract. Offerors must include a complete description of any and all relationships that might be considered a conflict of interest in doing business with Region 4 ESC. b) To the best of Offeror’s knowledge, the proposal has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other Offerors or potential Offerors in the award of a Contract resulting from this RFP. c) Offeror is not currently delinquent in the payment of any franchise taxes. RFP Page 9 d) The individual signing the submittal is an authorized agent for the Offeror and has the authority to bind the Offeror to the Contract. 10. Waiver: By submitting a proposal, Offeror expressly agrees to waive any claim it has or may have against Region 4 ESC, its directors, officers, its trustees, or agents arising out of or in connection with (1) the administration, evaluation, recommendation of any proposal; (2) any requirements under the solicitation, proposal package, or related documents; (3) the rejection of any proposal or any part of any proposal; and/or (4) the award of a Contract, if any. Region 4 ESC shall not be responsible or liable for any costs incurred by Offerors or the successful Offeror in connection with responding to the RFP, preparing for oral presentations, preparing and submitting a proposal, entering or negotiating the terms of a Contract, or any other expenses incurred by an Offeror. The Offeror is wholly responsible for any such costs and expenses and shall not be reimbursed in any manner by Region 4 ESC. 11. Conditions of Submitting Proposal: Submission of a proposal confers no right on an Offeror to an award or Contract. Region 4 ESC, in its sole discretion and for any reason or no reason, reserves the rights to reject any or all proposals, accept only a part of any proposal, accept the proposal deemed most advantageous to Region 4 ESC, and waive any technicalities. The issuance of this RFP does not obligate Region 4 ESC to make an award or negotiate or execute a Contract. Prior to submission due date and time, Region 4 ESC reserves the right to amend the terms and provisions of the RFP, extend the deadline for submission of proposals, or withdraw the RFP entirely for any reason solely at Region 4 ESC’s discretion. A proposal may be rejected if it fails to meet any requirement of this RFP. 12. Mailing of Proposals: All proposals submitted in response to the solicitation must be clearly identified as listed below with the solicitation number, title, name and address of the company responding. All packages must be clearly identified as listed below, sealed and delivered to the Region 4 ESC office no later than the submittal deadline assigned for this solicitation. From_____________________________________________________ Company__________________________________________________ Address___________________________________________________ City, State, Zip _____________________________________________ Solicitation Name and Number ___________Due Date and Time______ 13. Amendment of Proposal: A proposal may be amended prior to the time of opening by submitting a sealed letter to the location indicated on the front page of this solicitation. 14. Withdrawal of Proposals: Withdrawal of proposals prior to the opening date will be permitted by a written letter or electronic mail from the Offeror. Telephonic or oral withdrawals shall not be considered. After the opening date consideration may be given in cases where Offeror advises that it made a clerical error that is substantially lower than it intended. In such case, Offeror must provide written notice of their desire to withdraw, along with supporting documents, within 3 business days of receiving the acceptance letter or of being requested by Region 4 ESC for clarification of the proposal, whichever is later. Any Contract entered into prior to Region 4 ESC receiving notice must be honored. No Offeror should assume their RFP Page 10 withdrawal request has been accepted unless, and until, they receive written acknowledgment and acceptance of their proposal withdrawal. 15. Offer and Acceptance Period: In order to allow for an adequate evaluation, Region 4 ESC requires a proposal in response to this RFP to be valid and irrevocable for one-hundred twenty (120) days after the proposal due date and time. 16. Non-Responsive Proposals: All proposals will be reviewed for responsiveness to the material requirements of the solicitation. A proposal that is not materially responsive shall not be eligible for further consideration for award of the Contract, and the Offeror shall receive notice of the non-award of its proposal. 17. Discussions: Region 4 ESC reserves the right to conduct discussion with Offerors for the purpose of eliminating minor irregularities, informalities, or apparent clerical mistakes in the proposal in order to clarify a proposal and assure full understanding of, and responsiveness to, the RFP requirements. 18. Negotiations: In the event Region 4 ESC decides to conduct negotiations, exclusive or concurrent negotiations may be conducted with Offerors reasonably susceptible for award. During the course of negotiations, no Offeror’s proposal, including pricing, shall be revealed to any other Offeror or to any other person who is not involved with the evaluation process. Exclusive or concurrent negotiations shall not constitute a Contract award, nor shall it confer any property rights to the successful Offeror. In the event Region 4 ESC deems negotiations are not progressing, Region 4 ESC may formally terminate these negotiations and may enter into subsequent exclusive or concurrent negotiations with the next most qualified Offeror(s). 19. Best and Final Offer: Region 4 ESC, in its sole discretion, may request Offerors reasonably susceptible for award to submit a Best and Final Offer. Offerors must submit their Best and Final Offers in writing. If an Offeror does not respond to the request for a Best and Final Offer, that Offeror’s most recent prior submission will be considered its Best and Final Offer. 20. Specifications: When a solicitation contains a specification that states no substitutions, no deviation from this requirement will be permitted. Offeror must comply with the true intent of the specifications and drawings and not take advantage of any unintentional error or omission. In cases where no type and kind of product is specified, specifications have been developed to indicate minimal standards as to the usage, materials, and contents based on the needs of the members. References to manufacturer’s specifications (“Design Guides”), when used by Region 4 ESC, are to be considered informative to give the Offeror information as to the general style, type and kind requested. Responses proposing goods, materials or equipment regularly produced by a reputable manufacturer shall be evaluated by Region 4 ESC which will, in its sole discretion, determine whether such proposed goods, materials or equipment are substantially equivalent to the Design Guides, considering quality, workmanship, economy of operation, and suitability for the purpose intended. Offerors should include all documentation required to evaluate whether or not their proposed goods, materials or equipment are substantially equivalent to the Design Guides. 21. Quality of Materials or Services: Offeror shall state the brand name and number of the materials being provided. If none is indicated, it is understood that the Offeror is proposing the exact brand name and number specified or mentioned in the solicitation. However, unless specifically stated otherwise, comparable substitutions will be permitted in cases where the material is equal to that specified, considering quality, workmanship, economy of operation and suitability for the purpose intended. RFP Page 11 22. Samples: Upon request, samples shall be furnished, free of cost, within seven (7) days after receiving notice of such request. By submitting the proposal Offeror certifies that all materials conform to all applicable requirements of this solicitation and of those required by law. Offeror agrees to bear the costs for laboratory testing, if results show the sample does not comply with solicitation requirements. Submissions may no longer be considered for failing to submit samples as requested. 23. Formation of Contract: A response to this solicitation is an offer to contract with Region 4 ESC based upon the terms, conditions, scope of work, and specifications contained in this request. A solicitation does not become a Contract until it is awarded by Region 4 ESC. A Contract is formed when Region 4 ESC’s board signs the Offer and Contract Signature Form. The signed Offer and Contract Signature Form provided with the RFP response eliminates the need for a formal signing process. 24. Multiple Awards: Region 4 ESC reserves the right to award Contract(s) to multiple Offerors. The decision to award multiple Contracts, award only one Contract, or to make no awards rests solely with Region 4 ESC. 25. Non-Exclusive: Any Contract resulting from this solicitation shall be awarded with the understanding and agreement it is for the sole convenience and benefit of Region 4 ESC. Region 4 ESC reserves the right to obtain like goods and services from other sources. 26. Protest Procedure: Any protest of an award or proposed award must be filed in writing within ten (10) days from the date of the official award notification and must be received by 5:00 pm Central Time. No protest shall lie for a claim that the selected Offeror is not a responsible Offeror. Protests shall be filed with Robert Zingelmann, Chief Financial Officer, Finance and Operations Services, and sent to the Region 4 ESC office at: 7145 West Tidwell Road, Houston, TX 77092. Protests shall include the following: a) Name, address and telephone number of protester; b) Original signature of protester or its representative; c) Identification of the solicitation by RFP number; d) Detailed statement of legal and factual grounds including copies of relevant documents; and e) the form of relief requested. Any protest review and action shall be considered final with no further formalities being considered. RFP Page 12 IV. EVALUATION PROCESS AND CRITERIA 1. A committee will review and evaluate all responses and make a recommendation for award of Contract(s). The recommendation for Contract awards will be based on the predetermined criteria factors outlined in this section, where each factor is assigned a point value based on its importance. In evaluating the responses, the following predetermined criteria is considered: a) Products/Pricing (40 Points) b) Performance Capability (30 Points) c) Qualification and Experience (20 Points) d) Value Add (10 Points) 2. Offeror’s proposal should, at a minimum, include the following for Region 4 ESC’s evaluation: a) Products/Services/Pricing i. Offerors shall provide pricing based on a discount from a manufacturer’s price list or catalog, or fixed price, or a combination of both with indefinite quantities. Prices listed will be used to establish the extent of a manufacturer’s product lines, services, warranties, etc. that are available from Offeror and the pricing per item. Multiple percentage discounts are acceptable if, where different percentage discounts apply, those different percentages are specified. Additional pricing and/or discounts may be included. Products and services proposed are to be priced separately with all ineligible items identified. Offerors may elect to limit their proposals to any category or categories. ii. Include an electronic copy of the catalog from which discount, or fixed price, is calculated. Electronic price lists must contain the following: (if applicable) • Manufacturer part # • Offeror’s Part # (if different from manufacturer part #) • Description • Manufacturers Suggested List Price and Net Price • Net price to Region 4 ESC (including freight) Media submitted for price list must include the Offerors’ company name, name of the solicitation, and date on a Flash Drive (i.e. Pin or Jump Drives). iii. Is pricing available for all products and services? i. Please provide pricing for services based on a range, from minimum price per hour to maximum price per hour, with a not to exceed on the maximum price per hour charge. iv. Describe any shipping charges. i. Describe delivery charges along with definitions for: 1. Dock Delivery 2. Inside Delivery 3. Deliver and Install v. Provide pricing for warranties on all products and services. vi. Describe any return and restocking fees. RFP Page 13 vii. Describe any additional discounts or rebates available. Additional discounts or rebates may be offered for large quantity orders, single ship to location, growth, annual spend, guaranteed quantity, etc. viii. Describe how customers verify they are receiving Contract pricing. ix. Describe payment methods offered. x. Propose the frequency of updates to the Offeror’s pricing structure. Describe any proposed indices to guide price adjustments. If offering a catalog contract with discounts by category, while changes in individual pricing may change, the category discounts should not change over the term of the Contract. xi. Describe how future product introductions will be priced and align with Contract pricing proposed. xii. Provide any additional information relevant to this section. Not to Exceed Pricing. Region 4 ESC requests pricing be submitted as not to exceed pricing. Unlike fixed pricing, the Contractor can adjust submitted pricing lower if needed but, cannot exceed original pricing submitted. Contractor must allow for lower pricing to be available for similar product and service purchases. Cost plus pricing as a primary pricing structure is not acceptable. b) Performance Capability i. Include a detailed response to Appendix D, Exhibit A, OMNIA Partners Response for National Cooperative Contract. Responses should highlight experience, demonstrate a strong national presence, describe how Offeror will educate its national sales force about the Contract, describe how products and services will be distributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be tracked and reported to OMNIA Partners. ii. The successful Offeror will be required to sign Appendix D, Exhibit B, OMNIA Partners Administration Agreement prior to Contract award. Offerors should have any reviews required to sign the document prior to submitting a response. Offeror’s response should include any proposed exceptions to OMNIA Partners Administration Agreement on Appendix B, Terms and Conditions Acceptance Form. iii. Include completed Appendix D, Exhibits F. Federal Funds Certifications and G. New Jersey Business Compliance. iv. Describe how Offeror responds to emergency orders. v. What is Offeror’s average Fill Rate? vi. What is Offeror’s average on time delivery rate? Describe Offeror’s history of meeting the shipping and delivery timelines. vii. Describe Offeror’s return and restocking policy. viii. Describe Offeror’s ability to meet service and warranty needs. ix. Describe Offeror’s customer service/problem resolution process. Include hours of operation, number of services, etc. RFP Page 14 x. Describe Offeror’s invoicing process. Include payment terms and acceptable methods of payments. Offerors shall describe any associated fees pertaining to credit cards/p-cards. xi. Describe Offeror’s contract implementation/customer transition plan. xii. Describe the financial condition of Offeror. xiii. Provide a website link in order to review website ease of use, availability, and capabilities related to ordering, returns and reporting. Describe the website’s capabilities and functionality. xiv. Describe the Offeror’s safety record. xv. Provide any additional information relevant to this section. c) Qualification and Experience i. Provide a brief history of the Offeror, including year it was established and corporate office location. ii. Describe Offeror’s reputation in the marketplace. iii. Describe Offeror’s reputation of products and services in the marketplace. iv. Describe the experience and qualification of key employees. v. Describe Offeror’s experience working with the government sector. vi. Describe past litigation, bankruptcy, reorganization, state investigations of entity or current officers and directors. vii. Provide a minimum of 10 customer references relating to the products and services within this RFP. Include entity name, contact name and title, contact phone and email, city, state, years serviced, description of services and annual volume. viii. Provide any additional information relevant to this section. d) Value Add i. Provide any additional information related to products and services Offeror proposes to enhance and add value to the Contract. 3. Competitive Range: It may be necessary to establish a competitive range. Factors from the predetermined criteria will be used to make this determination. Responses not in the competitive range will not receive further award consideration. Region 4 ESC may determine establishing a competitive range is not necessary. 4. Past Performance: An Offeror’s past performance and actions are relevant in determining whether or not the Offeror is likely to provide quality goods and services; the administrative aspects of performance; the Offeror’s history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the Offeror’s businesslike concern for the interests of the customer may be taken into consideration when evaluating proposals, although not specifically mentioned in the RFP. 5. Additional Investigations: Region 4 ESC reserves the right to make such additional investigations as it deems necessary to establish the capability of any Offeror. CONTRACT 1 APPENDIX A DRAFT CONTRACT This Contract (“Contract”) is made as of __________, 2020 by and between (“Contractor”) and Region 4 Education Service Center (“Region 4 ESC”) for the purchase of ___________________________________________(“the products and services”). RECITALS WHEREAS, Region 4 ESC issued Request for Proposals Number R______ for _______ (“RFP”), to which Contractor provided a response (“Proposal”); and WHEREAS, Region 4 ESC selected Contractor’s Proposal and wishes to engage Contractor in providing the services/materials described in the RFP and Proposal; WHEREAS, both parties agree and understand the following pages will constitute the Contract between the Contractor and Region 4 ESC, having its principal place of business at 7145 West Tidwell Road, Houston, TX 77092. WHEREAS, Contractor included, in writing, any required exceptions or deviations from these terms, conditions, and specifications; and it is further understood that, if agreed to by Region 4 ESC, said exceptions or deviations are incorporated into the Contract. WHEREAS, this Contract consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth below shall control. WHEREAS, the Contract will provide that any state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”) may purchase products and services at prices indicated in the Contract upon the Public Agency’s registration with OMNIA Partners. 1) Term of agreement. The term of the Contract is for a period of three (3) years unless terminated, canceled or extended as otherwise provided herein. Region 4 ESC shall have the right to renew the Contract for two (2) additional one-year periods or portions thereof. Region 4 ESC shall review the Contract prior to the renewal date and notify the Contractor of Region 4 ESC’s intent renew the Contract. Contractor may elect not to renew by providing three hundred sixty-five days’ (365) notice to Region 4 ESC. Notwithstanding the expiration of the initial term or any subsequent term or all renewal options, Region 4 ESC and Contractor may mutually agree to extend the term of this Agreement. Contractor acknowledges and understands Region 4 ESC is under no obligation whatsoever to extend the term of this Agreement. 2) Scope: Contractor shall perform all duties, responsibilities and obligations, set forth in this agreement, and described in the RFP, incorporated herein by reference as though fully set forth herein. CONTRACT 2 3) Form of Contract. The form of Contract shall be the RFP, the Offeror’s proposal and Best and Final Offer(s). 4) Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted by Region 4 ESC, the following order of precedence shall prevail: i. This Contract ii. Offeror’s Best and Final Offer iii. Offeror’s proposal iv. RFP and any addenda 5) Commencement of Work. The Contractor is cautioned not to commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order for such work or is otherwise directed to do so in writing by Region 4 ESC. 6) Entire Agreement (Parol evidence). The Contract, as specified above, represents the final written expression of agreement. All agreements are contained herein and no other agreements or representations that materially alter it are acceptable. 7) Assignment of Contract. No assignment of Contract may be made without the prior written approval of Region 4 ESC. Contractor is required to notify Region 4 ESC when any material change in operations is made (i.e. bankruptcy, change of ownership, merger, etc.). 8) Novation. If Contractor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor in interest must guarantee to perform all obligations under this Contract. Region 4 ESC reserves the right to accept or reject any new party. A change of name agreement will not change the contractual obligations of Contractor. 9) Contract Alterations. No alterations to the terms of this Contract shall be valid or binding unless authorized and signed by Region 4 ESC. 10) Adding Authorized Distributors/Dealers. Contractor is prohibited from authorizing additional distributors or dealers, other than those identified at the time of submitting their proposal, to sell under the Contract without notification and prior written approval from Region 4 ESC. Contractor must notify Region 4 ESC each time it wishes to add an authorized distributor or dealer. Purchase orders and payment can only be made to the Contractor unless otherwise approved by Region 4 ESC. Pricing provided to members by added distributors or dealers must also be less than or equal to the Contractor’s pricing. 11) TERMINATION OF CONTRACT a) Cancellation for Non-Performance or Contractor Deficiency. Region 4 ESC may terminate the Contract if purchase volume is determined to be low volume in any 12-month period. Region 4 ESC reserves the right to cancel the whole or any part of this Contract due to failure by Contractor to carry out any obligation, term or condition of the contract. Region 4 ESC may issue a written deficiency notice to Contractor for acting or failing to act in any of the following: i. Providing material that does not meet the specifications of the Contract; ii. Providing work or material was not awarded under the Contract; iii. Failing to adequately perform the services set forth in the scope of work and specifications; CONTRACT 3 iv. Failing to complete required work or furnish required materials within a reasonable amount of time; v. Failing to make progress in performance of the Contract or giving Region 4 ESC reason to believe Contractor will not or cannot perform the requirements of the Contract; or vi. Performing work or providing services under the Contract prior to receiving an authorized purchase order. Upon receipt of a written deficiency notice, Contractor shall have ten (10) days to provide a satisfactory response to Region 4 ESC. Failure to adequately address all issues of concern may result in Contract cancellation. Upon cancellation under this paragraph, all goods, materials, work, documents, data and reports prepared by Contractor under the Contract shall immediately become the property of Region 4 ESC. b) Termination for Cause. If, for any reason, Contractor fails to fulfill its obligation in a timely manner, or Contractor violates any of the covenants, agreements, or stipulations of this Contract Region 4 ESC reserves the right to terminate the Contract immediately and pursue all other applicable remedies afforded by law. Such termination shall be effective by delivery of notice, to the Contractor, specifying the effective date of termination. In such event, all documents, data, studies, surveys, drawings, maps, models and reports prepared by Contractor will become the property of the Region 4 ESC. If such event does occur, Contractor will be entitled to receive just and equitable compensation for the satisfactory work completed on such documents. c) Delivery/Service Failures. Failure to deliver goods or services within the time specified, or within a reasonable time period as interpreted by the purchasing agent or failure to make replacements or corrections of rejected articles/services when so requested shall constitute grounds for the Contract to be terminated. In the event Region 4 ESC must purchase in an open market, Contractor agrees to reimburse Region 4 ESC, within a reasonable time period, for all expenses incurred. i) Additional Delivery/Installation Charges: Contractor may enter into additional negotiations with a purchasing agency for additional delivery or installation charges based on onerous conditions. Additional delivery and/or installation charges may only be charged if mutually agreed upon by the purchasing agency and Contractor and can only be charged on a per individual project basis. d) Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the United States or the State of Texas or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty. CONTRACT 4 e) Standard Cancellation. Region 4 ESC may cancel this Contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order. 12) Licenses. Contractor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by Contractor. Contractor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the Contract. Region 4 ESC reserves the right to stop work and/or cancel the Contract if Contractor’s license(s) expire, lapse, are suspended or terminated. 13) Survival Clause. All applicable software license agreements, warranties or service agreements that are entered into between Contractor and Region 4 ESC under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Contractor shall survive expiration or termination of the Contract. 14) Delivery. Conforming product shall be shipped within 7 days of receipt of Purchase Order. If delivery is not or cannot be made within this time period, the Contractor must receive authorization for the delayed delivery. The order may be canceled if the estimated shipping time is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and shall be included in all pricing offered unless otherwise clearly stated in writing. 15) Inspection & Acceptance. If defective or incorrect material is delivered, Region 4 ESC may make the determination to return the material to the Contractor at no cost to Region 4 ESC. The Contractor agrees to pay all shipping costs for the return shipment. Contractor shall be responsible for arranging the return of the defective or incorrect material. 16) Payments. Payment shall be made after satisfactory performance, in accordance with all provisions thereof, and upon receipt of a properly completed invoice. 17) Price Adjustments. Should it become necessary or proper during the term of this Contract to make any change in design or any alterations that will increase price, Region 4 ESC must be notified immediately. Price increases must be approved by Region 4 ESC and no payment for additional materials or services, beyond the amount stipulated in the Contract shall be paid without prior approval. All price increases must be supported by manufacturer documentation, or a formal cost justification letter. Contractor must honor previous prices for thirty (30) days after approval and written notification from Region 4 ESC. It is the Contractor’s responsibility to keep all pricing up to date and on file with Region 4 ESC. All price changes must be provided to Region 4 ESC, using the same format as was provided and accepted in the Contractor’s proposal. Price reductions may be offered at any time during Contract. Special, time-limited reductions are permissible under the following conditions: 1) reduction is available to all users equally; 2) reduction is for a specific period, normally not less than thirty (30) days; and 3) original price is not exceeded after the time-limit. Contractor shall offer Region 4 ESC any published price reduction during the Contract term. 18) Audit Rights. Contractor shall, at its sole expense, maintain appropriate due diligence of all purchases made by Region 4 ESC and any entity that utilizes this Contract. Region 4 ESC reserves the right to audit the accounting for a period of three (3) years from the time such CONTRACT 5 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. Region 4 ESC shall have the authority to conduct random audits of Contractor’s pricing at Region 4 ESC's sole cost and expense. Notwithstanding the foregoing, in the event that Region 4 ESC is made aware of any pricing being offered that is materially inconsistent with the pricing under this agreement, Region 4 ESC shall have the ability to conduct an extensive audit of Contractor’s pricing at Contractor’s sole cost and expense. Region 4 ESC may conduct the audit internally or may engage a third- party auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 4 ESC. 19) Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor may substitute a new product or model if the replacement product meets or exceeds the specifications and performance of the discontinued model and if the discount is the same or greater than the discontinued model. 20) New Products/Services. New products and/or services that meet the scope of work may be added to the Contract. Pricing shall be equivalent to the percentage discount for other products. Contractor may replace or add product lines if the line is replacing or supplementing products, is equal or superior to the original products, is discounted similarly or greater than the original discount, and if the products meet the requirements of the Contract. No products and/or services may be added to avoid competitive procurement requirements. Region 4 ESC may require additions to be submitted with documentation from Members demonstrating an interest in, or a potential requirement for, the new product or service. Region 4 ESC may reject any additions without cause. 21) Options. Optional equipment for products under Contract may be added to the Contract at the time they become available under the following conditions: 1) the option is priced at a discount similar to other options; 2) the option is an enhancement to the unit that improves performance or reliability. 22) Warranty Conditions. All supplies, equipment and services shall include manufacturer's minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in writing. 23) Site Cleanup. Contractor shall clean up and remove all debris and rubbish resulting from their work as required or directed. Upon completion of the work, the premises shall be left in good repair and an orderly, neat, clean, safe and unobstructed condition. 24) Site Preparation. Contractor shall not begin a project for which the site has not been prepared, unless Contractor does the preparation work at no cost, or until Region 4 ESC includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre-installation requirements. 25) Registered Sex Offender Restrictions. For work to be performed at schools, Contractor agrees no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or are reasonably expected to be present. Contractor agrees a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at Region 4 ESC’s discretion. Contractor must identify any additional costs associated with compliance of this CONTRACT 6 term. If no costs are specified, compliance with this term will be provided at no additional charge. 26) Safety measures. Contractor shall take all reasonable precautions for the safety of employees on the worksite and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Contractor shall post warning signs against all hazards created by its operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. 27) Smoking. Persons working under the Contract shall adhere to local smoking policies. Smoking will only be permitted in posted areas or off premises. 28) Stored materials. Upon prior written agreement between the Contractor and Region 4 ESC, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials must be provided to Region 4 ESC prior to payment. Such materials must be stored and protected in a secure location and be insured for their full value by the Contractor against loss and damage. Contractor agrees to provide proof of coverage and additionally insured upon request. Additionally, if stored offsite, the materials must also be clearly identified as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary. Until final acceptance by Region 4 ESC, it shall be the Contractor's responsibility to protect all materials and equipment. Contractor warrants and guarantees that title for all work, materials and equipment shall pass to Region 4 ESC upon final acceptance. 29) Funding Out Clause. A Contract for the acquisition, including lease, of real or personal property is a commitment of Region 4 ESC’s current revenue only. Region 4 ESC retains the right to terminate the Contract at the expiration of each budget period during the term of the Contract and is conditioned on a best effort attempt by Region 4 ESC to obtain appropriate funds for payment of the contract. 30) Indemnity. Contractor shall protect, indemnify, and hold harmless both Region 4 ESC and its administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the Contractor, Contractor employees or subcontractors in the preparation of the solicitation and the later execution of the Contract. Any litigation involving either Region 4 ESC, its administrators and employees and agents will be in Harris County, Texas. 31) Marketing. Contractor agrees to allow Region 4 ESC to use their name and logo within website, marketing materials and advertisement. Any use of Region 4 ESC name and logo or any form of publicity, inclusive of press releases, regarding this Contract by Contractor must have prior approval from Region 4 ESC. 32) Certificates of Insurance. Certificates of insurance shall be delivered to the Region 4 ESC prior to commencement of work. The Contractor shall give Region 4 ESC a minimum of ten (10) days’ notice prior to any modifications or cancellation of policies. The Contractor shall require all subcontractors performing any work to maintain coverage as specified. 33) Legal Obligations. It is Contractor’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services and shall comply with all laws CONTRACT 7 while fulfilling the Contract. Applicable laws and regulation must be followed even if not specifically identified herein. 34) Tariff Surcharges: Contractor has the option to charge a surcharge, as an additional line item, if approved by the purchasing agency. All surcharges must be based on a percentage of total order and must be approved by Region 4 prior to use. OFFER AND CONTRACT SIGNATURE FORM The undersigned hereby offers and, if awarded, agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted in writing. Company Name Address City/State/Zip Telephone No. Email Address Printed Name Title Authorized signature Accepted by Region 4 ESC: Contract No. ______________ Initial Contract Term to Region 4 ESC Authorized Board Member Date Print Name Region 4 ESC Authorized Board Member Date Print Name Appendix B TERMS & CONDITIONS ACCEPTANCE FORM Signature on the Offer and Contract Signature form certifies complete acceptance of the terms and conditions in this solicitation and draft Contract except as noted below with proposed substitute language (additional pages may be attached, if necessary). The provisions of the RFP cannot be modified without the express written approval of Region 4 ESC. If a proposal is returned with modifications to the draft Contract provisions that are not expressly approved in writing by Region 4 ESC, the Contract provisions contained in the RFP shall prevail. Check one of the following responses:  Offeror takes no exceptions to the terms and conditions of the RFP and draft Contract. (Note: If none are listed below, it is understood that no exceptions/deviations are taken.)  Offeror takes the following exceptions to the RFP and draft Contract. All exceptions must be clearly explained, reference the corresponding term to which Offeror is taking exception and clearly state any proposed modified language, proposed additional terms to the RFP and draft Contract must be included: (Note: Unacceptable exceptions may remove Offeror’s proposal from consideration for award. Region 4 ESC shall be the sole judge on the acceptance of exceptions and modifications and the decision shall be final. If an offer is made with modifications to the contract provisions that are not expressly approved in writing, the contract provisions contained in the RFP shall prevail.) Section/Page Term, Condition, or Specification Exception/Proposed Modification Accepted (For Region 4 ESC’s use) Appendix C ADDITIONAL REQUIRED DOCUMENTS DOC #1 Acknowledgment and Acceptance of Region 4 ESC’s Open Records Policy DOC #2 Antitrust Certification Statements (Tex. Government Code § 2155.005) DOC #3 Implementation of House Bill 1295 Certificate of Interested Parties (Form 1295) DOC #4 Texas Government Code 2270 Verification Form Appendix C, Doc #1 ACKNOWLEDGMENT AND ACCEPTANCE OF REGION 4 ESC’s OPEN RECORDS POLICY OPEN RECORDS POLICY All proposals, information and documents submitted are subject to the Public Information Act requirements governed by the State of Texas once a Contract(s) is executed. If an Offeror believes its response, or parts of its response, may be exempted from disclosure, the Offeror must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt and include detailed reasons to substantiate the exemption. Price is not confidential and will not be withheld. Any unmarked information will be considered public information and released, if requested under the Public Information Act. The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 4 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the Offeror are not acceptable. Region 4 ESC must comply with the opinions of the OAG. Region 4 ESC assumes no responsibility for asserting legal arguments on behalf of any Offeror. Offeror is advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information. Signature below certifies complete acceptance of Region 4 ESC’s Open Records Policy, except as noted below (additional pages may be attached, if necessary). Check one of the following responses to the Acknowledgment and Acceptance of Region 4 ESC’s Open Records Policy below:  We acknowledge Region 4 ESC’s Open Records Policy and declare that no information submitted with this proposal, or any part of our proposal, is exempt from disclosure under the Public Information Act.  We declare the following information to be a trade secret or proprietary and exempt from disclosure under the Public Information Act. (Note: Offeror must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt. In addition, Offeror must include detailed reasons to substantiate the exemption(s). Price is not confident and will not be withheld. All information believed to be a trade secret or proprietary must be listed. It is further understood that failure to identify such information, in strict accordance with the instructions, will result in that information being considered public information and released, if requested under the Public Information Act.) Date Authorized Signature & Title Appendix C, Doc #2 ANTITRUST CERTIFICATION STATEMENTS (Tex. Government Code § 2155.005) Attorney General Form I affirm under penalty of perjury of the laws of the State of Texas that: 1. I am duly authorized to execute this Contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below; 2. In connection with this proposal, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; 3. In connection with this proposal, neither I nor any representative of the Company has violated any federal antitrust law; and 4. Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this proposal to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company. Company Contact Signature Printed Name Address Position with Company Official Authorizing Proposal Signature Phone Printed Name Fax Position with Company Appendix C, DOC # 3 Implementation of House Bill 1295 Certificate of Interested Parties (Form 1295): In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that a governmental entity or state agency may not enter into certain contracts with a business entity unless the business entity submits a disclosure of interested parties to the governmental entity or state agency at the time the business entity submits the signed contract to the governmental entity or state agency. The law applies only to a contract of a governmental entity or state agency that either (1) requires an action or vote by the governing body of the entity or agency before the contract may be signed or (2) has a value of at least $1 million. The disclosure requirement applies to a contract entered into on or after January 1, 2016. The Texas Ethics Commission was required to adopt rules necessary to implement that law, prescribe the disclosure of interested parties form, and post a copy of the form on the commission’s website. The commission adopted the Certificate of Interested Parties form (Form 1295) on October 5, 2015. The commission also adopted new rules (Chapter 46) on November 30, 2015, to implement the law. The commission does not have any additional authority to enforce or interpret House Bill 1295. Filing Process: Staring on January 1, 2016, the commission made available on its website a new filing application that must be used to file Form 1295. A business entity must use the application to enter the required information on Form 1295 and print a copy of the completed form, which will include a certification of filing that will contain a unique certification number. An authorized agent of the business entity must sign the printed copy of the form. The completed Form 1295 with the certification of filing must be filed with the governmental body or state agency with which the business entity is entering into the contract. The governmental entity or state agency must notify the commission, using the commission’s filing application, of the receipt of the filed Form 1295 with the certification of filing not later than the 30th day after the date the contract binds all parties to the contract. This process is known as acknowledging the certificate. The commission will post the acknowledged Form 1295 to its website within seven business days after receiving notice from the governmental entity or state agency. The posted acknowledged form does not contain the declaration of signature information provided by the business. A certificate will stay in the pending state until it is acknowledged by the governmental agency. Only acknowledged certificates are posted to the commission’s website. Electronic Filing Application: https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm Frequently Asked Questions: https://www.ethics.state.tx.us/resources/FAQs/FAQ_Form1295.php Changes to Form 1295: https://www.ethics.state.tx.us/data/filinginfo/1295Changes.pdf Appendix C, DOC # 4 Texas Government Code 2270 Verification Form House Bill 89 (85R Legislative Session), which adds Chapter 2270 to the Texas Government Code, provides that a governmental entity may not enter into a contract with a company without verification that the contracting vendor does not and will not boycott Israel during the term of the contract. Furthermore, Senate Bill 252 (85R Legislative Session), which amends Chapter 2252 of the Texas Government Code to add Subchapter F, prohibits contracting with a company engaged in business with Iran, Sudan or a foreign terrorist organization identified on a list prepared by the Texas Comptroller. I, ___________________________________________________, as an authorized representative of _____________________________________________________________, a contractor engaged by Insert Name of Company Region 4 Education Service Center, 7145 West Tidwell Road, Houston, TX 77092, verify by this writing that the above-named company affirms that it (1) does not boycott Israel; and (2) will not boycott Israel during the term of this contract, or any contract with the above-named Texas governmental entity in the future. Also, our company is not listed on and we do not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations found at https://comptroller.texas.gov/purchasing/docs/foreign-terrorist.pdf. I further affirm that if our company's position on this issue is reversed and this affirmation is no longer valid, that the above-named Texas governmental entity will be notified in writing within one (1) business day and we understand that our company's failure to affirm and comply with the requirements of Texas Government Code 2270 et seq. shall be grounds for immediate contract termination without penalty to the above-named Texas governmental entity. I swear and affirm that the above is true and correct. ______________________________________________ ________________ Signature of Named Authorized Company Representative Date Appendix D REQUIREMENTS FOR NATIONAL COOPERATIVE CONTRACT TO BE ADMINISTERED BY OMNIA PARTNERS, PUBLIC SECTOR The following documents are used in evaluating and administering national cooperative contracts and are included for Supplier’s review and response. Exhibit A – RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Exhibit B – ADMINISTRATION AGREEMENT, EXAMPLE Exhibit C – MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT, EXAMPLE Exhibit D – PRINCIPAL PROCUREMENT AGENCY CERTIFICATE, EXAMPLE Exhibit E – CONTRACT SALES REPORTING TEMPLATE Exhibit F – FEDERAL FUNDS CERTIFICATIONS Exhibit G – NEW JERSEY BUSINESS COMPLIANCE Exhibit H – ADVERTISING COMPLIANCE REQUIREMENT Requirements for National Cooperative Contract Page 16 of 55 EXHIBIT A RESPONSE FOR NATIONAL COOPERATIVE CONTRACT 1.0 Scope of National Cooperative Contract Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master Agreement or in the Administration Agreement between Supplier and OMNIA Partners, Public Sector. 1.1 Requirement Region 4 ESC, (hereinafter defined and referred to as “Principal Procurement Agency”), on behalf of itself and the National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector (“OMNIA Partners, Public Sector”), is requesting proposals for Furniture, Installation, and Related Services. The intent of this Request for Proposal is any contract between Principal Procurement Agency and Supplier resulting from this Request for Proposal (“Master Agreement”) be made available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through OMNIA Partners, Public Sector’s cooperative purchasing program. The Principal Procurement Agency has executed a Principal Procurement Agency Certificate with OMNIA Partners, Public Sector, an example of which is included as Exhibit D, and has agreed to pursue the Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners, Public Sector as a Participating Public Agency in OMNIA Partners, Public Sector’s cooperative purchasing program. Registration with OMNIA Partners, Public Sector as a Participating Public Agency is accomplished by Public Agencies entering into a Master Intergovernmental Cooperative Purchasing Agreement, an example of which is attached as Exhibit C, and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, Public Sector, whether pursuant to the terms of the Master Intergovernmental Purchasing Cooperative Agreement or as otherwise agreed to. The terms and pricing established in the resulting Master Agreement between the Supplier and the Principal Procurement Agency will be the same as that available to Participating Public Agencies through OMNIA Partners, Public Sector. All transactions, purchase orders, invoices, payments etc., will occur directly between the Supplier and each Participating Public Agency individually, and neither OMNIA Partners, Public Sector, any Principal Procurement Agency nor any Participating Public Agency, including their respective agents, directors, employees or representatives, shall be liable to Supplier for any acts, liabilities, damages, etc., Requirements for National Cooperative Contract Page 17 of 55 incurred by any other Participating Public Agency. Supplier is responsible for knowing the tax laws in each state. This Exhibit A defines the expectations for qualifying Suppliers based on OMNIA Partners, Public Sector’s requirements to market the resulting Master Agreement nationally to Public Agencies. Each section in this Exhibit A refers to the capabilities, requirements, obligations, and prohibitions of competing Suppliers on a national level in order to serve Participating Public Agencies through OMNIA Partners, Public Sector. These requirements are incorporated into and are considered an integral part of this RFP. OMNIA Partners, Public Sector reserves the right to determine whether or not to make the Master Agreement awarded by the Principal Procurement Agency available to Participating Public Agencies, in its sole and absolute discretion, and any party submitting a response to this RFP acknowledges that any award by the Principal Procurement Agency does not obligate OMNIA Partners, Public Sector to make the Master Agreement available to Participating Procurement Agencies. 1.2 Marketing, Sales and Administrative Support During the term of the Master Agreement OMNIA Partners, Public Sector intends to provide marketing, sales, partnership development and administrative support for Supplier pursuant to this section that directly promotes the Supplier’s products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. OMNIA Partners will assign the Supplier a Director of Partner Development who will serve as the main point of contact for the Supplier and will be responsible for managing the overall relationship between the Supplier and OMNIA Partners. The Director of Partner Development will work with the Supplier to develop a comprehensive strategy to promote the Master Agreement and will connect the Supplier with appropriate stakeholders within OMNIA Partners including, Sales, Marketing, Contracting, Training, and Operations & Support. The OMNIA Partners, Public Sector marketing team will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through channels that may include: A. Marketing collateral (print, electronic, email, presentations) B. Website C. Trade shows/conferences/meetings D. Advertising E. Social Media The OMNIA Partners, Public Sector sales teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through initiatives that may include: A. Individual sales calls B. Joint sales calls Requirements for National Cooperative Contract Page 18 of 55 C. Communications/customer service D. Training sessions for Public Agency teams E. Training sessions for Supplier teams The OMNIA Partners, Public Sector contracting teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through: A. Serving as the subject matter expert for questions regarding joint powers authority and state statutes and regulations for cooperative purchasing B. Training sessions for Public Agency teams C. Training sessions for Supplier teams D. Regular business reviews to monitor program success E. General contract administration Suppliers are required to pay an administrative fee of three percent (3%) of the greater of the Contract Sales under the Master Agreement and Guaranteed Contract Sales under this Request for Proposal. Supplier will be required to execute the OMNIA Partners, Public Sector Administration Agreement (Exhibit B). 1.3 Estimated Volume The dollar volume purchased under the Master Agreement is estimated to be approximately $275 million annually. While no minimum volume is guaranteed to Supplier, the estimated annual volume is projected based on the current annual volumes among the Principal Procurement Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, Public Sector, and volume growth into other Public Agencies through a coordinated marketing approach between Supplier and OMNIA Partners, Public Sector. 1.4 Award Basis The basis of any contract award resulting from this RFP made by Principal Procurement Agency will, at OMNIA Partners, Public Sector’s option, be the basis of award on a national level through OMNIA Partners, Public Sector. If multiple Suppliers are awarded by Principal Procurement Agency under the Master Agreement, those same Suppliers will be required to extend the Master Agreement to Participating Public Agencies through OMNIA Partners, Public Sector. Utilization of the Master Agreement by Participating Public Agencies will be at the discretion of the individual Participating Public Agency. Certain terms of the Master Agreement specifically applicable to the Principal Procurement Agency (e.g. governing law) are subject to modification for each Participating Public Agency as Supplier, such Participating Public Agency and OMNIA Partners, Public Sector shall agree without being in conflict with the Master Agreement. Participating Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (i.e. invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underutilized business, governing law, etc.). It shall be the responsibility of the Supplier to comply, when Requirements for National Cooperative Contract Page 19 of 55 applicable, with the prevailing wage legislation in effect in the jurisdiction of the Participating Agency. It shall further be the responsibility of the Supplier to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of the Master Agreement and adjust wage rates accordingly. Any supplemental agreement developed as a result of the Master Agreement is exclusively between the Participating Agency and the Supplier (Contract Sales are reported to OMNIA Partners, Public Sector). All purchase orders issued and accepted by the Supplier may survive expiration or termination of the Master Agreement. Participating Agencies’ purchase orders may exceed the term of the Master Agreement if the purchase order is issued prior to the expiration of the Master Agreement. Supplier is responsible for reporting all sales and paying the applicable administrative fee for sales that use the Master Agreement as the basis for the purchase order, even though Master Agreement may have expired. 1.5 Objectives of Cooperative Program This RFP is intended to achieve the following objectives regarding availability through OMNIA Partners, Public Sector’s cooperative program: A. Provide a comprehensive competitively solicited and awarded national agreement offering the Products covered by this solicitation to Participating Public Agencies; B. Establish the Master Agreement as the Supplier’s primary go to market strategy to Public Agencies nationwide; C. Achieve cost savings for Supplier and Public Agencies through a single solicitation process that will reduce the Supplier’s need to respond to multiple solicitations and Public Agencies need to conduct their own solicitation process; D. Combine the aggregate purchasing volumes of Participating Public Agencies to achieve cost effective pricing. 2.0 REPRESENTATIONS AND COVENANTS As a condition to Supplier entering into the Master Agreement, which would be available to all Public Agencies, Supplier must make certain representations, warranties and covenants to both the Principal Procurement Agency and OMNIA Partners, Public Sector designed to ensure the success of the Master Agreement for all Participating Public Agencies as well as the Supplier. 2.1 Corporate Commitment Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Supplier’s executive management, (2) the Master Requirements for National Cooperative Contract Page 20 of 55 Agreement is Supplier's primary “go to market” strategy for Public Agencies, (3) the Master Agreement will be promoted to all Public Agencies, including any existing customers, and Supplier will transition existing customers, upon their request, to the Master Agreement, and (4) that the Supplier has read and agrees to the terms and conditions of the Administration Agreement with OMNIA Partners, Public Sector and will execute such agreement concurrent with and as a condition of its execution of the Master Agreement with the Principal Procurement Agency. Supplier will identify an executive corporate sponsor and a separate national account manager within the RFP response that will be responsible for the overall management of the Master Agreement. 2.2 Pricing Commitment Supplier commits the not-to-exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement. 2.3 Sales Commitment Supplier commits to aggressively market the Master Agreement as its go to market strategy in this defined sector and that its sales force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through OMNIA Partners, Public Sector nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to OMNIA Partners, Public Sector in accordance with the OMNIA Partners, Public Sector Administration Agreement. Supplier also commits its sales force will be compensated, including sales incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement. 3.0 SUPPLIER RESPONSE Supplier must supply the following information in order for the Principal Procurement Agency to determine Supplier’s qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners, Public Sector. 3.1 Company A. Brief history and description of Supplier. B. Total number and location of sales persons employed by Supplier. C. Number and location of support centers (if applicable) and location of corporate office. D. Annual sales for the three previous fiscal years. E. Submit FEIN and Dunn & Bradstreet report. F. Describe any green or environmental initiatives or policies. Requirements for National Cooperative Contract Page 21 of 55 G. Describe any diversity programs or partners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity program. H. Describe any historically underutilized business certifications supplier holds and the certifying agency. This may include business enterprises such as minority and women owned, small or disadvantaged, disable veterans, etc. I. Describe how supplier differentiates itself from its competitors. J. Describe any present or past litigation, bankruptcy or reorganization involving supplier. K. Felony Conviction Notice: Indicate if the supplier a. is a publicly held corporation and this reporting requirement is not applicable; b. is not owned or operated by anyone who has been convicted of a felony; or c. is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions. L. Describe any debarment or suspension actions taken against supplier 3.2 Distribution, Logistics A. Describe the full line of products and services offered by supplier. B. Describe how supplier proposes to distribute the products/service nationwide. Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas. C. Describe how Participating Agencies are ensure they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement. D. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user. E. Provide the number, size and location of Supplier’s distribution facilities, warehouses and retail network as applicable. 3.3 Marketing and Sales A. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier’s primary go to market strategy for Public Agencies to supplier’s teams nationwide, to include, but not limited to: i. Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days Requirements for National Cooperative Contract Page 22 of 55 ii. Training and education of Supplier’s national sales force with participation from the Supplier’s executive leadership, along with the OMNIA Partners, Public Sector team within first 90 days B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to: i. Creation and distribution of a co-branded press release to trade publications ii. Announcement, Master Agreement details and contact information published on the Supplier’s website within first 90 days iii. Design, publication and distribution of co-branded marketing materials within first 90 days iv. Commitment to attendance and participation with OMNIA Partners, Public Sector at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier-specific trade shows, conferences and meetings throughout the term of the Master Agreement v. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners, Public Sector for partner suppliers. Booth space will be purchased and staffed by Supplier. In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners, Public Sector. vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.) viii. Dedicated OMNIA Partners, Public Sector internet web-based homepage on Supplier’s website with: • OMNIA Partners, Public Sector standard logo; • Copy of original Request for Proposal; • Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier; • Summary of Products and pricing; • Marketing Materials • Electronic link to OMNIA Partners, Public Sector’s website including the online registration page; • A dedicated toll-free number and email address for OMNIA Partners, Public Sector Requirements for National Cooperative Contract Page 23 of 55 C. Describe how Supplier will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners, Public Sector. Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other cooperative agreements. D. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners, Public Sector and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of OMNIA Partners, Public Sector logo will require permission for reproduction, as well. E. Confirm Supplier will be proactive in direct sales of Supplier’s goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners, Public Sector. All sales materials are to use the OMNIA Partners, Public Sector logo. At a minimum, the Supplier’s sales initiatives should communicate: i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency ii. Best government pricing iii. No cost to participate iv. Non-exclusive F. Confirm Supplier will train its national sales force on the Master Agreement. At a minimum, sales training should include: i. Key features of Master Agreement ii. Working knowledge of the solicitation process iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners, Public Sector iv. Knowledge of benefits of the use of cooperative contracts G. Provide the name, title, email and phone number for the person(s), who will be responsible for: i. Executive Support ii. Marketing iii. Sales iv. Sales Support v. Financial Reporting vi. Accounts Payable vii. Contracts H. Describe in detail how Supplier’s national sales force is structured, including contact information for the highest-level executive in charge of the sales team. Requirements for National Cooperative Contract Page 24 of 55 I. Explain in detail how the sales teams will work with the OMNIA Partners, Public Sector team to implement, grow and service the national program. I. Explain in detail how Supplier will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account set-up, timely contract administration, etc. J. State the amount of Supplier’s Public Agency sales for the previous fiscal year. Provide a list of Supplier’s top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each. K. Describe Supplier’s information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions. M. Provide the Contract Sales (as defined in Section 10 of the OMNIA Partners, Public Sector Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement (“Guaranteed Contract Sales”). $_______.00 in year one $_______.00 in year two $_______.00 in year three To the extent Supplier guarantees minimum Contract Sales, the administration fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales. M. Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement. i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners, Public Sector). ii. If competitive conditions require pricing lower than the standard Master Agreement not-to-exceed pricing, Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners, Public Sector under the Master Agreement. iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to OMNIA Partners, Public Sector). iv. If alternative or multiple proposals are permitted, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal. Detail Supplier’s strategies under these options when responding to a solicitation. Requirements for National Cooperative Contract Page 25 of 55 EXHIBIT B ADMINISTRATION AGREEMENT, EXAMPLE ADMINISTRATION AGREEMENT THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made this ___ day of ______ 20___, between National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector (“OMNIA Partners, Public Sector”), and ________________ (“Supplier”). RECITALS WHEREAS, the ___________________ (the “Principal Procurement Agency”) has entered into a Master Agreement effective _________________, Agreement No_______, by and between the Principal Procurement Agency and Supplier, (as may be amended from time to time in accordance with the terms thereof, the “Master Agreement”), as attached hereto as Exhibit A and incorporated herein by reference as though fully set forth herein, for the purchase of _____________________ (the “Product”); WHEREAS, said Master Agreement provides that any or all public agencies, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (collectively, “Public Agencies”), that register (either via registration on the OMNIA Partners, Public Sector website or execution of a Master Intergovernmental Cooperative Purchasing Agreement, attached hereto as Exhibit B) (each, hereinafter referred to as a “Participating Public Agency”) may purchase Product at prices stated in the Master Agreement; WHEREAS, Participating Public Agencies may access the Master Agreement which is offered through OMNIA Partners, Public Sector to Public Agencies; WHEREAS, OMNIA Partners, Public Sector serves as the contract administrator of the Master Agreement on behalf of Principal Procurement Agency; WHEREAS, Principal Procurement Agency desires OMNIA Partners, Public Sector to proceed with administration of the Master Agreement; and WHEREAS, OMNIA Partners, Public Sector and Supplier desire to enter into this Agreement to make available the Master Agreement to Participating Public Agencies and to set forth certain terms and conditions governing the relationship between OMNIA Partners, Public Sector and Supplier. NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, OMNIA Partners, Public Sector and Supplier hereby agree as follows: DEFINITIONS 1. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Master Agreement. Requirements for National Cooperative Contract Page 26 of 55 TERMS AND CONDITIONS 2. The Master Agreement and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. Supplier acknowledges and agrees that the covenants and agreements of Supplier set forth in the solicitation and Supplier’s response thereto resulting in the Master Agreement are incorporated herein and are an integral part hereof. 3. OMNIA Partners, Public Sector shall be afforded all of the rights, privileges and indemnifications afforded to Principal Procurement Agency by or from Supplier under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to OMNIA Partners, Public Sector, its agents, employees, directors, and representatives under this Agreement including, but not limited to, Supplier’s obligation to obtain appropriate insurance. 4. OMNIA Partners, Public Sector shall perform all of its duties, responsibilities and obligations as contract administrator of the Master Agreement on behalf of Principal Procurement Agency as set forth herein, and Supplier hereby acknowledges and agrees that all duties, responsibilities and obligations will be undertaken by OMNIA Partners, Public Sector solely in its capacity as the contract administrator under the Master Agreement. 5. With respect to any purchases by Principal Procurement Agency or any Participating Public Agency pursuant to the Master Agreement, OMNIA Partners, Public Sector shall not be: (i) construed as a dealer, re-marketer, representative, partner or agent of any type of the Supplier, Principal Procurement Agency or any Participating Public Agency; (ii) obligated, liable or responsible for any order for Product made by Principal Procurement Agency or any Participating Public Agency or any employee thereof under the Master Agreement or for any payment required to be made with respect to such order for Product; and (iii) obligated, liable or responsible for any failure by Principal Procurement Agency or any Participating Public Agency to comply with procedures or requirements of applicable law or the Master Agreement or to obtain the due authorization and approval necessary to purchase under the Master Agreement. OMNIA Partners, Public Sector makes no representation or guaranty with respect to any minimum purchases by Principal Procurement Agency or any Participating Public Agency or any employee thereof under this Agreement or the Master Agreement. 6. OMNIA Partners, Public Sector shall not be responsible for Supplier’s performance under the Master Agreement, and Supplier shall hold OMNIA Partners, Public Sector harmless from any liability that may arise from the acts or omissions of Supplier in connection with the Master Agreement. 7. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OMNIA PARTNERS, PUBLIC SECTOR EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING OMNIA PARTNERS, PUBLIC SECTOR’S PERFORMANCE AS A CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT. OMNIA PARTNERS, PUBLIC SECTOR SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF OMNIA PARTNERS, PUBLIC SECTOR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TERM OF AGREEMENT; TERMINATION 8. This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the provisions of Sections 3 – 8 and 12 – 23, hereof and the Requirements for National Cooperative Contract Page 27 of 55 indemnifications afforded by the Supplier to OMNIA Partners, Public Sector in the Master Agreement, to the extent such provisions survive any expiration or termination of the Master Agreement, shall survive the expiration or termination of this Agreement. 9. Supplier’s failure to maintain its covenants and commitments contained in this Agreement or any action of the Supplier which gives rise to a right by Principal Procurement Agency to terminate the Master Agreement shall constitute a material breach of this Agreement. If such breach is not cured within thirty (30) days of written notice to Supplier, in addition to any and all remedies available at law or equity, OMNIA Partners, Public Sector shall have the right to terminate this Agreement, at OMNIA Partners, Public Sector’s sole discretion. Notwithstanding anything contained herein to the contrary, this Agreement shall terminate on the date of the termination or expiration of the Master Agreement. NATIONAL PROMOTION 10. OMNIA Partners, Public Sector and Supplier shall publicize and promote the availability of the Master Agreement’s products and services to Public Agencies and such agencies’ employees. Supplier shall require each Public Agency to register its participation in the OMNIA Partners, Public Sector program by either registering on the OMNIA Partners, Public Sector website (www.omniapartners.com/publicsector), or executing a Master Intergovernmental Cooperative Purchasing Agreement prior to processing the Participating Public Agency’s first sales order. Upon request, Supplier shall make available to interested Public Agencies a copy of the Master Agreement and such price lists or quotes as may be necessary for such Public Agencies to evaluate potential purchases. 11. Supplier shall provide such marketing and administrative support as set forth in the solicitation resulting in the Master Agreement, including assisting in development of marketing materials as reasonably requested by Principal Procurement Agency and OMNIA Partners, Public Sector. Supplier shall be responsible for obtaining permission or license of use and payment of any license fees for all content and images Supplier provides to OMNIA Partners, Public Sector or posts on the OMNIA Partners, Public Sector website. Supplier shall indemnify, defend and hold harmless OMNIA Partners, Public Sector for use of all such content and images including copyright infringement claims. Supplier and OMNIA Partners, Public Sector each hereby grant to the other party a limited, revocable, non-transferable, non-sublicensable right to use such party’s logo (each, the “Logo”) solely for use in marketing the Master Agreement. Each party shall provide the other party with the standard terms of use of such party’s Logo, and such party shall comply with such terms in all material respects. Both parties shall obtain approval from the other party prior to use of such party’s Logo. Notwithstanding the foregoing, the parties understand and agree that except as provided herein neither party shall have any right, title or interest in the other party’s Logo. Upon termination of this Agreement, each party shall immediately cease use of the other party’s Logo. ADMINISTRATIVE FEE, REPORTING & PAYMENT 12. An “Administrative Fee” shall be defined and due to OMNIA Partners, Public Sector from Supplier in the amount of three percent (3%) (“Administrative Fee Percentage”) multiplied by the total purchase amount paid to Supplier, less refunds, credits on returns, rebates and discounts, for the sale of products and/or services to Principal Procurement Agency and Participating Public Agencies pursuant to the Master Agreement (as amended from time to time and including any renewal thereof) (“Contract Sales”). From time to time the parties may mutually agree in writing to a lower Administrative Fee Percentage for a specifically identified Participating Public Agency’s Contract Sales. Requirements for National Cooperative Contract Page 28 of 55 13. Supplier shall provide OMNIA Partners, Public Sector with an electronic accounting report monthly, in the format prescribed by OMNIA Partners, Public Sector, summarizing all Contract Sales for each calendar month. The Contract Sales reporting format is provided as Exhibit C (“Contract Sales Report”), attached hereto and incorporated herein by reference. Contract Sales Reports for each calendar month shall be provided by Supplier to OMNIA Partners, Public Sector by the 10 day of the following month. Failure to provide a Contract Sales Report within the time and manner specified herein shall constitute a material breach of 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 Principal Procurement Agency’s sole discretion, and/or this Agreement, at OMNIA Partners, Public Sector’s sole discretion. 14. Administrative Fee payments are to be paid by Supplier to OMNIA Partners, Public Sector at the frequency and on the due date stated in Section 13, above, for Supplier’s submission of corresponding Contract Sales Reports. Administrative Fee payments are to be made via Automated Clearing House (ACH) to the OMNIA Partners, Public Sector designated financial institution identified in Exhibit D. Failure to provide a payment of the Administrative Fee within the time and manner specified herein shall constitute a material breach of 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 Principal Procurement Agency’s sole discretion, and/or this Agreement, at OMNIA Partners, Public Sector’s sole discretion. All Administrative Fees not paid when due shall bear interest at a rate equal to the lesser of one and one-half percent (1 1/2%) per month or the maximum rate permitted by law until paid in full. 15. Supplier shall maintain an accounting of all purchases made by Participating Public Agencies under the Master Agreement. OMNIA Partners, Public Sector, or its designee, in OMNIA Partners, Public Sector’s sole discretion, reserves the right to compare Participating Public Agency records with Contract Sales Reports submitted by Supplier for a period of four (4) years from the date OMNIA Partners, Public Sector receives such report. In addition, OMNIA Partners, Public Sector may engage a third party to conduct an independent audit of Supplier’s monthly reports. In the event of such an audit, Supplier shall provide all materials reasonably requested relating to such audit by OMNIA Partners, Public Sector at the location designated by OMNIA Partners, Public Sector. In the event an underreporting of Contract Sales and a resulting underpayment of Administrative Fees is revealed, OMNIA Partners, Public Sector will notify the Supplier in writing. Supplier will have thirty (30) days from the date of such notice to resolve the discrepancy to OMNIA Partners, Public Sector’s reasonable satisfaction, including payment of any Administrative Fees due and owing, together with interest thereon in accordance with Section 13, and reimbursement of OMNIA Partners, Public Sector’s costs and expenses related to such audit. GENERAL PROVISIONS 16. This Agreement, the Master Agreement and the exhibits referenced herein supersede any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereto and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained or incorporated herein shall be valid or binding. In the event of any conflict between the provisions of this Agreement and the Master Agreement, as between OMNIA Partners, Public Sector and Supplier, the provisions of this Agreement shall prevail. 17. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement or to recover any Administrative Fee and accrued interest, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which it may be entitled. 18. This Agreement and OMNIA Partners, Public Sector’s rights and obligations hereunder may be assigned at OMNIA Partners, Public Sector’s sole discretion to an affiliate of OMNIA Partners, Public Sector, any purchaser of any or all or substantially all of the assets of Requirements for National Cooperative Contract Page 29 of 55 OMNIA Partners, Public Sector, or the successor entity as a result of a merger, reorganization, consolidation, conversion or change of control, whether by operation of law or otherwise. Supplier may not assign its obligations hereunder without the prior written consent of OMNIA Partners, Public Sector. 19. All written communications given hereunder shall be delivered by first-class mail, postage prepaid, or overnight delivery on receipt to the addresses as set forth below. A. OMNIA Partners, Public Sector: OMNIA Partners, Public Sector Attn: President 840 Crescent Centre Drive Suite 600 Franklin, TN 37067 B. Supplier: ____________________ ____________________ ____________________ ____________________ 20. If any provision of this Agreement shall be deemed to be, or shall in fact 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, and this Agreement will be construed by limiting or invalidating such provision to the minimum extent necessary to make such provision valid, legal and enforceable. 21. This Agreement may not be amended, changed, modified, or altered without the prior written consent of the parties hereto, and no provision of this Agreement may be discharged or waived, except by a writing signed by the parties. A waiver of any particular provision will not be deemed a waiver of any other provision, nor will a waiver given on one occasion be deemed to apply to any other occasion. 22. This Agreement shall inure to the benefit of and shall be binding upon OMNIA Partners, Public Sector, the Supplier and any respective successor and assign thereto; subject, however, to the limitations contained herein. 23. This Agreement will be construed under and governed by the laws of the State of Delaware, excluding its conflicts of law provisions and any action arising out of or related to this Agreement shall be commenced solely and exclusively in the state or federal courts in Williamson County Tennessee. 24. This Agreement may be executed in counterparts, each of which is an original but all of which, together, shall constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile, or by .pdf or similar electronic transmission, will constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile, or by .pdf or similar electronic transmission, will be deemed to be their original signatures for any purpose whatsoever. Requirements for National Cooperative Contract Page 30 of 55 [INSERT SUPPLIER ENTITY NAME] NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY, A DELAWARE CORPORATION D/B/A OMNIA PARTNERS, PUBLIC SECTOR Signature Signature Sarah Vavra Name Name Sr. Vice President, Public Sector Contracting Title Title Date Date Requirements for National Cooperative Contract Page 31 of 45 EXHIBIT C MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT, EXAMPLE MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT This Master Intergovernmental Cooperative Purchasing Agreement (this “Agreement”) is entered into by and between those certain government agencies that execute a Principal Procurement Agency Certificate (“Principal Procurement Agencies”) with National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector and/or Communities Program Management, LLC, a California limited liability company d/b/a U.S. Communities (collectively, “OMNIA Partners, Public Sector”) to be appended and made a part hereof and such other public agencies (“Participating Public Agencies”) who register to participate in the cooperative purchasing programs administered by OMNIA Partners, Public Sector and its affiliates and subsidiaries (collectively, the “OMNIA Partners Parties”) by either registering on the OMNIA Partners, Public Sector website (www.omniapartners.com/publicsector or any successor website), or by executing a copy of this Agreement. RECITALS WHEREAS, after a competitive solicitation and selection process by Principal Procurement Agencies, in compliance with their own policies, procedures, rules and regulations, a number of suppliers have entered into “Master Agreements” (herein so called) to provide a variety of goods, products and services (“Products”) to the applicable Principal Procurement Agency and the Participating Public Agencies; WHEREAS, Master Agreements are made available by Principal Procurement Agencies through the OMNIA Partners Parties and provide that Participating Public Agencies may purchase Products on the same terms, conditions and pricing as the Principal Procurement Agency, subject to any applicable federal and/or local purchasing ordinances and the laws of the State of purchase; and WHEREAS, in addition to Master Agreements, the OMNIA Partners Parties may from time to time offer Participating Public Agencies the opportunity to acquire Products through other group purchasing agreements. NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and of the mutual benefits to result, the parties hereby agree as follows: 1. Each party will facilitate the cooperative procurement of Products. 2. The Participating Public Agencies shall procure Products in accordance with and subject to the relevant federal, state and local statutes, ordinances, rules and regulations that govern Participating Public Agency’s procurement practices. The Participating Public Agencies hereby acknowledge and agree that it is the intent of the parties that all provisions of this Agreement and that Principal Procurement Agencies’ participation in the program described herein comply with all applicable laws, including but not limited to the requirements of 42 C.F.R. § 1001.952(h), as may be amended from time to time. The Participating Public Agencies further acknowledge and agree that they are solely responsible for their compliance with all applicable “safe harbor” regulations, including but not limited to any and all obligations to fully and accurately report discounts and incentives. Requirements for National Cooperative Contract Page 32 of 55 3. The Participating Public Agency represents and warrants that the Participating Public Agency is not a hospital or other healthcare provider and is not purchasing Products on behalf of a hospital or healthcare provider. 4. The cooperative use of Master Agreements shall be in accordance with the terms and conditions of the Master Agreements, except as modification of those terms and conditions is otherwise required by applicable federal, state or local law, policies or procedures. 5. The Principal Procurement Agencies will make available, upon reasonable request, Master Agreement information which may assist in improving the procurement of Products by the Participating Public Agencies. 6. The Participating Public Agency agrees the OMNIA Partners Parties may provide access to group purchasing organization (“GPO”) agreements directly or indirectly by enrolling the Participating Public Agency in another GPO’s purchasing program provided the purchase of Products through the OMNIA Partners Parties or any other GPO shall be at the Participating Public Agency’s sole discretion. 7. The Participating Public Agencies (each a “Procuring Party”) that procure Products through any Master Agreement or GPO Product supply agreement (each a “GPO Contract”) will make timely payments to the distributor, manufacturer or other vendor (collectively, “Supplier”) for Products received in accordance with the terms and conditions of the Master Agreement or GPO Contract, as applicable. Payment for Products and inspections and acceptance of Products ordered by the Procuring Party shall be the exclusive obligation of such Procuring Party. Disputes between Procuring Party and any Supplier shall be resolved in accordance with the law and venue rules of the State of purchase unless otherwise agreed to by the Procuring Party and Supplier. 8. The Procuring Party shall not use this Agreement as a method for obtaining additional concessions or reduced prices for purchase of similar products or services outside of the Master Agreement. Master Agreements may be structured with not-to-exceed pricing, in which cases the Supplier may offer the Procuring Party and the Procuring Party may accept lower pricing or additional concessions for purchase of Products through a Master Agreement. 9. The Procuring Party shall be responsible for the ordering of Products under this Agreement. A non-procuring party shall not be liable in any fashion for any violation by a Procuring Party, and, to the extent permitted by applicable law, the Procuring Party shall hold non-procuring party harmless from any liability that may arise from the acts or omissions of the Procuring Party. 10. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE OMNIA PARTNERS PARTIES EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING ANY PRODUCT, MASTER AGREEMENT AND GPO CONTRACT. THE OMNIA PARTNERS PARTIES SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF THE OMNIA PARTNERS PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE PROCURING PARTY ACKNOWLEDGES AND AGREES Requirements for National Cooperative Contract Page 33 of 55 THAT THE OMNIA PARTNERS PARTIES SHALL HAVE NO LIABILITY FOR ANY ACT OR OMISSION BY A SUPPLIER OR OTHER PARTY UNDER A MASTER AGREEMENT OR GPO CONTRACT. 11. This Agreement shall remain in effect until termination by either party giving thirty (30) days’ written notice to the other party. The provisions of Paragraphs 6 - 10 hereof shall survive any such termination. 12. This Agreement shall take effect upon (i) execution of the Principal Procurement Agency Certificate, or (ii) registration on the OMNIA Partners, Public Sector website or the execution of this Agreement by a Participating Public Agency, as applicable. NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY, A DELAWARE CORPORATION D/B/A OMNIA PARTNERS, PUBLIC SECTOR AND/OR COMMUNITIES PROGRAM MANAGEMENT, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY D/B/A U.S. COMMUNITIES Authorized Signature Signature Sarah E. Vavra Name Name Sr. Vice President, Public Sector Contracting Title and Agency Name Title Date Date Requirements for National Cooperative Contract Page 34 of 45 EXHIBIT D PRINCIPAL PROCUREMENT AGENCY CERTIFICATE, EXAMPLE PRINCIPAL PROCUREMENT AGENCY CERTIFICATE In its capacity as a Principal Procurement Agency (as defined below) for National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector (“OMNIA Partners, Public Sector”), [NAME OF PPA] agrees to pursue Master Agreements for Products as specified in the attached Exhibits to this Principal Procurement Agency Certificate. I hereby acknowledge, in my capacity as _____________ of and on behalf of [NAME OF PPA] (“Principal Procurement Agency”), that I have read and hereby agree to the general terms and conditions set forth in the attached Master Intergovernmental Cooperative Purchasing Agreement regulating the use of the Master Agreements and purchase of Products that from time to time are made available by Principal Procurement Agencies to Participating Public Agencies nationwide through OMNIA Partners, Public Sector. I understand that the purchase of one or more Products under the provisions of the Master Intergovernmental Cooperative Purchasing Agreement is at the sole and complete discretion of the Participating Public Agency. Authorized Signature, [PRINCIPAL PROCUREMENT AGENCY] Signature Name Title Date Requirements for National Cooperative Contract Page 35 of 45 EXHIBIT E CONTRACT SALES REPORTING TEMPLATE Requirements for National Cooperative Contract Page 36 of 45 EXHIBIT F FEDERAL FUNDS CERTIFICATIONS FEDERAL CERTIFICATIONS ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT TO WHOM IT MAY CONCERN: Participating Agencies may elect to use federal funds to purchase under the Master Agreement. This form should be completed and returned. DEFINITIONS Contract means a legal instrument by which a non–Federal entity purchases property or services needed to carry out the project or program under a Federal award. The term as used in this part does not include a legal instrument, even if the non–Federal entity considers it a contract, when the substance of the transaction meets the definition of a Federal award or subaward Contractor means an entity that receives a contract as defined in Contract. Cooperative agreement means a legal instrument of financial assistance between a Federal awarding agency or pass-through entity and a non–Federal entity that, consistent with 31 U.S.C. 6302–6305: (a) Is used to enter into a relationship the principal purpose of which is to transfer anything of value from the Federal awarding agency or pass-through entity to the non–Federal entity to carry out a public purpose authorized by a law of the United States (see 31 U.S.C. 6101(3)); and not to acquire property or services for the Federal government or pass-through entity's direct benefit or use; (b) Is distinguished from a grant in that it provides for substantial involvement between the Federal awarding agency or pass-through entity and the non–Federal entity in carrying out the activity contemplated by the Federal award. (c) The term does not include: (1) A cooperative research and development agreement as defined in 15 U.S.C. 3710a; or (2) An agreement that provides only: (i) Direct United States Government cash assistance to an individual; (ii) A subsidy; (iii) A loan; (iv) A loan guarantee; or (v) Insurance. Federal awarding agency means the Federal agency that provides a Federal award directly to a non–Federal entity Federal award has the meaning, depending on the context, in either paragraph (a) or (b) of this section: (a)(1) The Federal financial assistance that a non–Federal entity receives directly from a Federal awarding agency or indirectly from a pass-through entity, as described in § 200.101 Applicability; or (2) The cost-reimbursement contract under the Federal Acquisition Regulations that a non–Federal entity receives directly from a Federal awarding agency or indirectly from a pass-through entity, as described in § 200.101 Applicability. (b) The instrument setting forth the terms and conditions. The instrument is the grant agreement, cooperative agreement, other agreement for assistance covered in paragraph (b) of § 200.40 Federal financial assistance, or the cost- reimbursement contract awarded under the Federal Acquisition Regulations. (c) Federal award does not include other contracts that a Federal agency uses to buy goods or services from a contractor or a contract to operate Federal government owned, contractor operated facilities (GOCOs). (d) See also definitions of Federal financial assistance, grant agreement, and cooperative agreement. Non–Federal entity means a state, local government, Indian tribe, institution of higher education (IHE), or nonprofit organization that carries out a Federal award as a recipient or subrecipient. Nonprofit organization means any corporation, trust, association, cooperative, or other organization, not including IHEs, that: (a) Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest; (b) Is not organized primarily for profit; and Requirements for National Cooperative Contract Page 37 of 55 (c) Uses net proceeds to maintain, improve, or expand the operations of the organization. Obligations means, when used in connection with a non–Federal entity's utilization of funds under a Federal award, orders placed for property and services, contracts and subawards made, and similar transactions during a given period that require payment by the non–Federal entity during the same or a future period. Pass-through entity means a non–Federal entity that provides a subaward to a subrecipient to carry out part of a Federal program. Recipient means a non–Federal entity that receives a Federal award directly from a Federal awarding agency to carry out an activity under a Federal program. The term recipient does not include subrecipients. Simplified acquisition threshold means the dollar amount below which a non–Federal entity may purchase property or services using small purchase methods. Non–Federal entities adopt small purchase procedures in order to expedite the purchase of items costing less than the simplified acquisition threshold. The simplified acquisition threshold is set by the Federal Acquisition Regulation at 48 CFR Subpart 2.1 (Definitions) and in accordance with 41 U.S.C. 1908. As of the publication of this part, the simplified acquisition threshold is $150,000, but this threshold is periodically adjusted for inflation. (Also see definition of § 200.67 Micro-purchase.) Subaward means an award provided by a pass-through entity to a subrecipient for the subrecipient to carry out part of a Federal award received by the pass-through entity. It does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. A subaward may be provided through any form of legal agreement, including an agreement that the pass-through entity considers a contract. Subrecipient means a non–Federal entity that receives a subaward from a pass-through entity to carry out part of a Federal program; but does not include an individual that is a beneficiary of such program. A subrecipient may also be a recipient of other Federal awards directly from a Federal awarding agency. Termination means the ending of a Federal award, in whole or in part at any time prior to the planned end of period of performance. The following certifications and provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency’s subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable. APPENDIX II TO 2 CFR PART 2 00 (A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating Agency reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party. Does offeror agree? YES Initials of Authorized Representative of offeror (B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating Agency reserves the right to immediately terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Offeror as detailed in the terms of the contract. Does offeror agree? YES Initials of Authorized Representative of offeror (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60 -1.3 must include the equal opportunity cla use provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 Requirements for National Cooperative Contract Page 38 of 55 C FR 12319, 12935, 3 CFR Part, 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 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” Pursuant to Federal Rule (C) abo ve, when a Participating Agency expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein. Does offeror agree to abide by the above? YES Initials of Authorized Representative of offeror (D) 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 CFR Part 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 repo rted 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 CFR Part 3, “Contractors and Subcontra ctors 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. Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds during the term of an award for all contracts and subgrants for construction or repair, offeror will be in compliance with all applicable Davis-Bacon Act provisions. Does offeror agree? YES Initials of Authorized Representative of offeror (E) 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 CFR Part 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 requiremen ts 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. Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be in compliance with all applicable provisions of the Contract Work Hours an d Safety Standards Act during the term of an award for all contracts by Participating Agency resulting from this procurement process. Does offeror agree? YES Initials of Authorized Representative of offeror (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §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 CFR Part 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. Pursuant to Federal Rule (F) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (F) above. Does offeror agree? YES Initials of Authorized Representative of offeror Requirements for National Cooperative Contract Page 39 of 55 (G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251 -1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires 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) Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency member resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (G) above . Does offeror agree? YES Initials of Authorized Representative of offeror (H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 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 Executive Office of the President Office of Management and Budget (OMB) guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contain s 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. Pursuant to Federal Rule (H) above, when federal funds are expe nded by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declare d ineligible, or voluntarily excluded from participation by any federal department or agency. If at any time during the term of an award the offeror or its principals becomes debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency, the offeror will notify the Participating Agency. Does offeror agree? YES Initials of Authorized Representative of offeror (I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above 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. Each tier must also 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. Pursuant to Federal Rule (I) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term and after the awarded term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that it is in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that: (1) No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all covered sub-awards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly. Does offeror agree? YES Initials of Authorized Representative of offeror RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The offeror further certifies that Requirements for National Cooperative Contract Page 40 of 55 offeror will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. Does offeror agree? YES Initials of Authorized Representative of offeror CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will 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 (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18). Does offeror agree? YES Initials of Authorized Representative of offeror CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request. Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition. Does offeror agree? YES Initials of Authorized Representative of offeror CERTIFICATION OF ACCESS TO RECORDS – 2 C.F.R. § 200.336 Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to any documents, papers, or other records of offeror that are pertinent to offeror’s discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to offeror’s personnel for the purpose of interview and discussion relating to such documents. Does offeror agree? YES Initials of Authorized Representative of offeror CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions. Does offeror agree? YES Initials of Authorized Representative of offeror Offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances, as applicable. It is further acknowledged that offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted above. Offeror’s Name: ____________________________________________________________________________________________ Address, City, State, and Zip Code: _____________________________________________________________________________ Phone Number:___________________________________ Fax Number: ______________________________________ Printed Name and Title of Authorized Representative:______________________________________________________________________ Email Address: ____________________________________________________________________________________________ Signature of Authorized Representative: ____________________________________Date: _____________________________ Requirements for National Cooperative Contract Page 41 of 55 EXHIBIT G NEW JERSEY BUSINESS COMPLIANCE NEW JERSEY BUSINESS COMPLIANCE Suppliers intending to do business in the State of New Jersey must comply with policies and procedures required under New Jersey statues. All offerors submitting proposals must complete the following forms specific to the State of New Jersey. Completed forms should be submitted with the offeror’s response to the RFP. Failure to complete the New Jersey packet will impact OMNIA Partners, Public Sector’s ability to promote the Master Agreement in the State of New Jersey. DOC #1 Ownership Disclosure Form DOC #2 Non-Collusion Affidavit DOC #3 Affirmative Action Affidavit DOC #4 Political Contribution Disclosure Form DOC #5 Stockholder Disclosure Certification DOC #6 Certification of Non-Involvement in Prohibited Activities in Iran DOC #7 New Jersey Business Registration Certificate New Jersey suppliers are required to comply with the following New Jersey statutes when applicable: • all anti-discrimination laws, including those contained in N.J.S.A. 10:2-1 through N.J.S.A. 10:2-14, N.J.S.A. 10:5-1, and N.J.S.A. 10:5-31 through 10:5-38; • Prevailing Wage Act, N.J.S.A. 34:11-56.26, for all contracts within the contemplation of the Act; • Public Works Contractor Registration Act, N.J.S.A. 34:11-56.26; and • Bid and Performance Security, as required by the applicable municipal or state statutes. Requirements for National Cooperative Contract Page 42 of 55 DOC #1 OWNERSHIP DISCLOSURE FORM (N.J.S. 52:25-24.2) Pursuant to the requirements of P.L. 1999, Chapter 440 effective April 17, 2000 (Local Public Contracts Law), the offeror shall complete the form attached to these specifications listing the persons owning 10 percent (10%) or more of the firm presenting the proposal. Company Name: Street: City, State, Zip Code: Complete as appropriate: I _______________________________________, certify that I am the sole owner of ____________________________________, that there are no partners and the business is not incorporated, and the provisions of N.J.S. 52:25-24.2 do not apply. OR: I _______________________________________, a partner in___________________________, do hereby certify that the following is a list of all individual partners who own a 10% or greater interest therein. I further certify that if one (1) or more of the partners is itself a corporation or partnership, there is also set forth the names and addresses of the stockholders holding 10% or more of that corporation’s stock or the individual partners owning 10% or greater interest in that partnership. OR: I _______________________________________, an authorized representative of ______________________, a corporation, do hereby certify that the following is a list of the names and addresses of all stockholders in the corporation who own 10% or more of its stock of any class. I further certify that if one (1) or more of such stockholders is itself a corporation or partnership, that there is also set forth the names and addresses of the stockholders holding 10% or more of the corporation’s stock or the individual partners owning a 10% or greater interest in that partnership. (Note: If there are no partners or stockholders owning 10% or more interest, indicate none.) Name Address Interest I further certify that the statements and information contained herein, are complete and correct to the best of my knowledge and belief. Date Authorized Signature and Title Requirements for National Cooperative Contract Page 43 of 45 DOC #2 NON-COLLUSION AFFIDAVIT Company Name: ________________________________________ Street: ________________________________________________ City, State, Zip Code:____________________________________ State of ________________________________________________ County of ______________________________________________ I, of the_______________________________________________ Name City in the County of ____________________________, State of _______________________________ of full age, being duly sworn according to law on my oath depose and say that: I am the _________________________of the firm of _____________________________________ Title Company Name the Offeror making the Proposal for the goods, services or public work specified under the attached proposal, and that I executed the said proposal with full authority to do so; that said Offeror has not directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free, competitive bidding in connection with the above proposal, and that all statements contained in said proposal and in this affidavit are true and correct, and made with full knowledge that relies upon the truth of the statements contained in said proposal and in the statements contained in this affidavit in awarding the contract for the said goods, services or public work. I further warrant that no person or selling agency has been employed or retained to solicit or secure such contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by Company Name Authorized Signature & Title Subscribed and sworn before me this ______ day of ______________, 20____ __________________________________________ Notary Public of ______________________ My commission expires ______________ , 20____ SEAL DOC #3 Requirements for National Cooperative Contract Page 44 of 55 AFFIRMATIVE ACTION AFFIDAVIT (P.L. 1975, C.127) Company Name: Street: City, State, Zip Code: Proposal Certification: Indicate below company’s compliance with New Jersey Affirmative Action regulations. Company’s proposal will be accepted even if company is not in compliance at this time. No contract and/or purchase order may be issued, however, until all Affirmative Action requirements are met. Required Affirmative Action Evidence: Procurement, Professional & Service Contracts (Exhibit A) Vendors must submit with proposal: 1. A photo copy of their Federal Letter of Affirmative Action Plan Approval OR 2. A photo copy of their Certificate of Employee Information Report OR 3. A complete Affirmative Action Employee Information Report (AA302) __________ Public Work – Over $50,000 Total Project Cost: A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form AA201-A upon receipt from the B. Approved Federal or New Jersey Plan – certificate enclosed I further certify that the statements and information contained herein, are complete and correct to the best of my knowledge and belief. ____________________ _________________________________ Date Authorized Signature and Title Requirements for National Cooperative Contract Page 45 of 55 DOC #3, continued P.L. 1995, c. 127 (N.J.A.C. 17:27) MANDATORY AFFIRMATIVE ACTION LANGUAGE PROCUREMENT, PROFESSIONAL AND SERVICE CONTRACTS During the performance of this contract, the contractor agrees as follows: The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The contractor will take affirmative action to ensure that such applicants are recruited and employed, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. Such action shall include, 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. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this non-discrimination clause. The contractor or subcontractor, where applicable will, in all solicitations or advertisement for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The contractor or subcontractor, where applicable, 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, to be provided by the agency contracting officer advising the labor union or workers' representative of the contractor's commitments under this act and shall post copies of the notice in conspicuous places available to employees and applicants for employment. The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time and the Americans with Disabilities Act. The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers trade consistent with the applicable county employment goal prescribed by N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time or in accordance with a binding determination of the applicable county employment goals determined by the Affirmative Action Office pursuant to N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time. The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including employment agencies, placement bureaus, colleges, universities, labor unions, that it does not discriminate on the basis of age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices. The contractor or subcontractor agrees to revise any of it testing procedures, if necessary, to assure that all personnel testing conforms with the principles of job-related testing, as established by the statutes and court decisions of the state of New Jersey and as established by applicable Federal law and applicable Federal court decisions. The contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and lay-off to ensure that all such actions are taken without regard to age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and conform with the applicable employment goals, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions. The contractor and its subcontractors shall furnish such reports or other documents to the Affirmative Action Office as may be requested by the office from time to time in order to carry out the purposes of these Requirements for National Cooperative Contract Page 46 of 55 regulations, and public agencies shall furnish such information as may be requested by the Affirmative Action Office for conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code (NJAC 17:27). ________________________________________________ Signature of Procurement Agent Requirements for National Cooperative Contract Page 47 of 55 DOC #4 C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Public Agency Instructions This page provides guidance to public agencies entering into contracts with business entities that are required to file Political Contribution Disclosure forms with the agency. It is not intended to be provided to contractors. What follows are instructions on the use of form local units can provide to contractors that are required to disclose political contributions pursuant to N.J.S.A. 19:44A-20.26 (P.L. 2005, c. 271, s.2). Additional information on the process is available in Local Finance Notice 2006-1 (http://www.nj.gov/dca/divisions/dlgs/resources/lfns_2006.html). Please refer back to these instructions for the appropriate links, as the Local Finance Notices include links that are no longer operational. 1. The disclosure is required for all contracts in excess of $17,500 that are not awarded pursuant to a “fair and open” process (N.J.S.A. 19:44A-20.7). 2. Due to the potential length of some contractor submissions, the public agency should consider allowing data to be submitted in electronic form (i.e., spreadsheet, pdf file, etc.). Submissions must be kept with the contract documents or in an appropriate computer file and be available for public access. The form is worded to accept this alternate submission. The text should be amended if electronic submission will not be allowed. 3. The submission must be received from the contractor and on file at least 10 days prior to award of the contract. Resolutions of award should reflect that the disclosure has been received and is on file. 4. The contractor must disclose contributions made to candidate and party committees covering a wide range of public agencies, including all public agencies that have elected officials in the county of the public agency, state legislative positions, and various state entities. The Division of Local Government Services recommends that contractors be provided a list of the affected agencies. This will assist contractors in determining the campaign and political committees of the officials and candidates affected by the disclosure. a. The Division has prepared model disclosure forms for each county. They can be downloaded from the “County PCD Forms” link on the Pay-to-Play web site at http://www.nj.gov/dca/divisions/dlgs/programs/lpcl.html#12. They will be updated from time-to-time as necessary. b. A public agency using these forms should edit them to properly reflect the correct legislative district(s). As the forms are county-based, they list all legislative districts in each county. Districts that do not represent the public agency should be removed from the lists. c. Some contractors may find it easier to provide a single list that covers all contributions, regardless of the county. These submissions are appropriate and should be accepted. d. The form may be used “as-is”, subject to edits as described herein. e. The “Contractor Instructions” sheet is intended to be provided with the form. It is recommended that the Instructions and the form be printed on the same piece of paper. The form notes that the Instructions are printed on the back of the form; where that is not the case, the text should be edited accordingly. f. The form is a Word document and can be edited to meet local needs, and posted for download on web sites, used as an e-mail attachment, or provided as a printed document. 5. It is recommended that the contractor also complete a “Stockholder Disclosure Certification.” This will assist the local unit in its obligation to ensure that contractor did not make any prohibited contributions to the committees listed on the Business Entity Disclosure Certification in the 12 months prior to the contract (See Local Finance Notice 2006-7 for additional information on this obligation at http://www.nj.gov/dca/divisions/dlgs/resources/lfns_2006.html). A sample Certification form is part of this package and the instruction to complete it is included in the Contractor Instructions. NOTE: This section is not applicable to Boards of Education. Requirements for National Cooperative Contract Page 48 of 55 DOC #4, continued C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Contractor Instructions Business entities (contractors) receiving contracts from a public agency that are NOT awarded pursuant to a “fair and open” process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, c. 271, s.2 (N.J.S.A. 19:44A- 20.26). This law provides that 10 days prior to the award of such a contract, the contractor shall disclose contributions to: • any State, county, or municipal committee of a political party • any legislative leadership committee* • any continuing political committee (a.k.a., political action committee) • any candidate committee of a candidate for, or holder of, an elective office: o of the public entity awarding the contract o of that county in which that public entity is located o of another public entity within that county o or of a legislative district in which that public entity is located or, when the public entity is a county, of any legislative district which includes all or part of the county The disclosure must list reportable contributions to any of the committees that exceed $300 per election cycle that were made during the 12 months prior to award of the contract. See N.J.S.A. 19:44A-8 and 19:44A-16 for more details on reportable contributions. N.J.S.A. 19:44A-20.26 itemizes the parties from whom contributions must be disclosed when a business entity is not a natural person. This includes the following: • individuals with an “interest” ownership or control of more than 10% of the profits or assets of a business entity or 10% of the stock in the case of a business entity that is a corporation for profit • all principals, partners, officers, or directors of the business entity or their spouses • any subsidiaries directly or indirectly controlled by the business entity • IRS Code Section 527 New Jersey based organizations, directly or indirectly controlled by the business entity and filing as continuing political committees, (PACs). When the business entity is a natural person, “a contribution by that person’s spouse or child, residing therewith, shall be deemed to be a contribution by the business entity.” [N.J.S.A. 19:44A-20.26(b)] The contributor must be listed on the disclosure. Any business entity that fails to comply with the disclosure provisions shall be subject to a fine imposed by ELEC in an amount to be determined by the Commission which may be based upon the amount that the business entity failed to report. The enclosed list of agencies is provided to assist the contractor in identifying those public agencies whose elected official and/or candidate campaign committees are affected by the disclosure requirement. It is the contractor’s responsibility to identify the specific committees to which contributions may have been made and need to be disclosed. The disclosed information may exceed the minimum requirement. The enclosed form, a content-consistent facsimile, or an electronic data file containing the required details (along with a signed cover sheet) may be used as the contractor’s submission and is disclosable to the public under the Open Public Records Act. The contractor must also complete the attached Stockholder Disclosure Certification. This will assist the agency in meeting its obligations under the law. NOTE: This section does not apply to Board of Education contracts. Requirements for National Cooperative Contract Page 49 of 55 * N.J.S.A. 19:44A-3(s): “The term "legislative leadership committee" means a committee established, authorized to be established, or designated by the President of the Senate, the Minority Leader of the Senate, the Speaker of the General Assembly or the Minority Leader of the General Assembly pursuant to section 16 of P.L.1993, c.65 (C.19:44A-10.1) for the purpose of receiving contributions and making expenditures.” Requirements for National Cooperative Contract Page 50 of 55 DOC #4, continued C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Required Pursuant to N.J.S.A. 19:44A-20.26 This form or its permitted facsimile must be submitted to the local unit no later than 10 days prior to the award of the contract. Part I – Vendor Information Vendor Name: Address: City: State: Zip: The undersigned being authorized to certify, hereby certifies that the submission provided herein represents compliance with the provisions of N.J.S.A. 19:44A-20.26 and as represented by the Instructions accompanying this form. _______________________ _______________________ ________________________ Signature Printed Name Title Part II – Contribution Disclosure Disclosure requirement: Pursuant to N.J.S.A. 19:44A-20.26 this disclosure must include all reportable political contributions (more than $300 per election cycle) over the 12 months prior to submission to the committees of the government entities listed on the form provided by the local unit.  Check here if disclosure is provided in electronic form Contributor Name Recipient Name Date Dollar Amount $ Requirements for National Cooperative Contract Page 51 of 55  Check here if the information is continued on subsequent page(s) Requirements for National Cooperative Contract Page 52 of 55 DOC #4, continued List of Agencies with Elected Officials Required for Political Contribution Disclosure N.J.S.A. 19:44A-20.26 County Name: State: Governor, and Legislative Leadership Committees Legislative District #s: State Senator and two members of the General Assembly per district. County: Freeholders County Clerk Sheriff {County Executive} Surrogate Municipalities (Mayor and members of governing body, regardless of title): USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD FROM THE PAY TO PLAY SECTION OF THE DLGS WEBSITE A COUNTY- BASED, CUSTOMIZABLE FORM. Requirements for National Cooperative Contract Page 53 of 55 DOC #5 STOCKHOLDER DISCLOSURE CERTIFICATION Name of Business:  I certify that the list below contains the names and home addresses of all stockholders holding 10% or more of the issued and outstanding stock of the undersigned. OR  I certify that no one stockholder owns 10% or more of the issued and outstanding stock of the undersigned. Check the box that represents the type of business organization: Partnership Corporation Sole Proprietorship Limited Partnership Limited Liability Corporation Limited Liability Partnership Subchapter S Corporation Sign and notarize the form below, and, if necessary, complete the stockholder list below. Stockholders: Name: Name: Home Address: Home Address: Name: Name: Home Address: Home Address: Name: Name: Home Address: Home Address: Subscribed and sworn before me this ___ day of ___________, 2__. (Notary Public) My Commission expires: _________________________________ (Affiant) ________________________________ (Print name & title of affiant) (Corporate Seal) Requirements for National Cooperative Contract Page 54 of 55 DOC #6 Certification of Non-Involvement in Prohibited Activities in Iran Pursuant to N.J.S.A. 52:32-58, Offerors must certify that neither the Offeror, nor any of its parents, subsidiaries, and/or affiliates (as defined in N.J.S.A. 52:32 – 56(e) (3)), is listed on the Department of the Treasury’s List of Persons or Entities Engaging in Prohibited Investment Activities in Iran and that neither is involved in any of the investment activities set forth in N.J.S.A. 52:32 – 56(f). Offerors wishing to do business in New Jersey through this contract must fill out the Certification of Non-Involvement in Prohibited Activities in Iran here: http://www.state.nj.us/humanservices/dfd/info/standard/fdc/disclosure_investmentact.pdf. Offerors should submit the above form completed with their proposal. Requirements for National Cooperative Contract Page 55 of 55 DOC #7 NEW JERSEY BUSINESS REGISTRATION CERTIFICATE (N.J.S.A. 52:32-44) Offerors wishing to do business in New Jersey must submit their State Division of Revenue issued Business Registration Certificate with their proposal here. Failure to do so will disqualify the Offeror from offering products or services in New Jersey through any resulting contract. http://www.state.nj.us/treasury/revenue/forms/njreg.pdf Requirements for National Cooperative Contract Page 56 of 45 EXHIBIT H ADVERTISING COMPLIANCE REQUIREMENT Pursuant to certain state notice provisions, including but not limited to Oregon Revised Statutes Chapter 279A.220, the following public agencies and political subdivisions of the referenced public agencies are eligible to register with OMNIA Partners, Public Sector and access the Master Agreement contract award made pursuant to this solicitation, and are hereby given notice of the foregoing request for proposals for purposes of complying with the procedural requirements of said statutes: Nationwide: State of Alabama State of Hawaii State of Massachusetts State of New Mexico State of South Dakota State of Alaska State of Idaho State of Michigan State of New York State of Tennessee State of Arizona State of Illinois State of Minnesota State of North Carolina State of Texas State of Arkansas State of Indiana State of Mississippi State of North Dakota State of Utah State of California State of Iowa State of Missouri State of Ohio State of Vermont State of Colorado State of Kansas State of Montana State of Oklahoma State of Virginia State of Connecticut State of Kentucky State of Nebraska State of Oregon State of Washington State of Delaware State of Louisiana State of Nevada State of Pennsylvania State of West Virginia State of Florida State of Maine State of New Hampshire State of Rhode Island State of Wisconsin State of Georgia State of Maryland State of New Jersey State of South Carolina State of Wyoming District of Columbia Lists of political subdivisions and local governments in the above referenced states / districts may be found at http://www.usa.gov/Agencies/State_and_Territories.shtml and https://www.usa.gov/local-governments. Certain Public Agencies and Political Subdivisions: Requirements for National Cooperative Contract Page 57 of 45 CITIES, TOWNS, VILLAGES AND BOROUGHS INCLUDING BUT NOT LIMITED TO: BAKER CITY GOLF COURSE, OR CITY OF ADAIR VILLAGE, OR CITY OF ASHLAND, OR CITY OF AUMSVILLE, OR CITY OF AURORA, OR CITY OF BAKER, OR CITY OF BATON ROUGE, LA CITY OF BEAVERTON, OR CITY OF BEND, OR CITY OF BOARDMAN, OR CITY OF BONANAZA, OR CITY OF BOSSIER CITY, LA CITY OF BROOKINGS, OR CITY OF BURNS, OR CITY OF CANBY, OR CITY OF CANYONVILLE, OR CITY OF CLATSKANIE, OR CITY OF COBURG, OR CITY OF CONDON, OR CITY OF COQUILLE, OR CITY OF CORVALLI, OR CITY OF CORVALLIS PARKS AND RECREATION DEPARTMENT, OR CITY OF COTTAGE GROVE, OR CITY OF DONALD, OR CITY OF EUGENE, OR CITY OF FOREST GROVE, OR CITY OF GOLD HILL, OR CITY OF GRANTS PASS, OR CITY OF GRESHAM, OR CITY OF HILLSBORO, OR CITY OF INDEPENDENCE, OR CITY AND COUNTY OF HONOLULU, HI CITY OF KENNER, LA CITY OF LA GRANDE, OR CITY OF LAFAYETTE, LA CITY OF LAKE CHARLES, OR CITY OF LEBANON, OR CITY OF MCMINNVILLE, OR CITY OF MEDFORD, OR CITY OF METAIRIE, LA CITY OF MILL CITY, OR CITY OF MILWAUKIE, OR CITY OF MONROE, LA CITY OF MOSIER, OR CITY OF NEW ORLEANS, LA CITY OF NORTH PLAINS, OR CITY OF OREGON CITY, OR CITY OF PILOT ROCK, OR CITY OF PORTLAND, OR CITY OF POWERS, OR CITY OF PRINEVILLE, OR CITY OF REDMOND, OR CITY OF REEDSPORT, OR CITY OF RIDDLE, OR CITY OF ROGUE RIVER, OR CITY OF ROSEBURG, OR CITY OF SALEM, OR CITY OF SANDY, OR CITY OF SCAPPOOSE, OR CITY OF SHADY COVE, OR CITY OF SHERWOOD, OR CITY OF SHREVEPORT, LA CITY OF SILVERTON, OR CITY OF SPRINGFIELD, OR CITY OF ST. HELENS, OR CITY OF ST. PAUL, OR Requirements for National Cooperative Contract Page 58 of 55 CITY OF SULPHUR, LA CITY OF TIGARD, OR CITY OF TROUTDALE, OR CITY OF TUALATIN, OR CITY OF WALKER, LA CITY OF WARRENTON, OR CITY OF WEST LINN, OR CITY OF WILSONVILLE, OR CITY OF WINSTON, OR CITY OF WOODBURN, OR LEAGUE OF OREGON CITES THE CITY OF HAPPY VALLEY OREGON ALPINE, UT ALTA, UT ALTAMONT, UT ALTON, UT AMALGA, UT AMERICAN FORK CITY, UT ANNABELLA, UT ANTIMONY, UT APPLE VALLEY, UT AURORA, UT BALLARD, UT BEAR RIVER CITY, UT BEAVER, UT BICKNELL, UT BIG WATER, UT BLANDING, UT BLUFFDALE, UT BOULDER, UT CITY OF BOUNTIFUL, UT BRIAN HEAD, UT BRIGHAM CITY CORPORATION, UT BRYCE CANYON CITY, UT CANNONVILLE, UT CASTLE DALE, UT CASTLE VALLEY, UT CITY OF CEDAR CITY, UT CEDAR FORT, UT CITY OF CEDAR HILLS, UT CENTERFIELD, UT CENTERVILLE CITY CORPORATION, UT CENTRAL VALLEY, UT CHARLESTON, UT CIRCLEVILLE, UT CLARKSTON, UT CLAWSON, UT CLEARFIELD, UT CLEVELAND, UT CLINTON CITY CORPORATION, UT COALVILLE, UT CORINNE, UT CORNISH, UT COTTONWOOD HEIGHTS, UT DANIEL, UT DELTA, UT DEWEYVILLE, UT DRAPER CITY, UT DUCHESNE, UT EAGLE MOUNTAIN, UT EAST CARBON, UT ELK RIDGE, UT ELMO, UT ELSINORE, UT ELWOOD, UT Requirements for National Cooperative Contract Page 59 of 55 EMERY, UT ENOCH, UT ENTERPRISE, UT EPHRAIM, UT ESCALANTE, UT EUREKA, UT FAIRFIELD, UT FAIRVIEW, UT FARMINGTON, UT FARR WEST, UT FAYETTE, UT FERRON, UT FIELDING, UT FILLMORE, UT FOUNTAIN GREEN, UT FRANCIS, UT FRUIT HEIGHTS, UT GARDEN CITY, UT GARLAND, UT GENOLA, UT GLENDALE, UT GLENWOOD, UT GOSHEN, UT GRANTSVILLE, UT GREEN RIVER, UT GUNNISON, UT HANKSVILLE, UT HARRISVILLE, UT HATCH, UT HEBER CITY CORPORATION, UT HELPER, UT HENEFER, UT HENRIEVILLE, UT HERRIMAN, UT HIDEOUT, UT HIGHLAND, UT HILDALE, UT HINCKLEY, UT HOLDEN, UT HOLLADAY, UT HONEYVILLE, UT HOOPER, UT HOWELL, UT HUNTINGTON, UT HUNTSVILLE, UT CITY OF HURRICANE, UT HYDE PARK, UT HYRUM, UT INDEPENDENCE, UT IVINS, UT JOSEPH, UT JUNCTION, UT KAMAS, UT KANAB, UT KANARRAVILLE, UT KANOSH, UT KAYSVILLE, UT KINGSTON, UT KOOSHAREM, UT LAKETOWN, UT LA VERKIN, UT LAYTON, UT LEAMINGTON, UT LEEDS, UT LEHI CITY CORPORATION, UT Requirements for National Cooperative Contract Page 60 of 55 LEVAN, UT LEWISTON, UT LINDON, UT LOA, UT LOGAN CITY, UT LYMAN, UT LYNNDYL, UT MANILA, UT MANTI, UT MANTUA, UT MAPLETON, UT MARRIOTT-SLATERVILLE, UT MARYSVALE, UT MAYFIELD, UT MEADOW, UT MENDON, UT MIDVALE CITY INC., UT MIDWAY, UT MILFORD, UT MILLVILLE, UT MINERSVILLE, UT MOAB, UT MONA, UT MONROE, UT CITY OF MONTICELLO, UT MORGAN, UT MORONI, UT MOUNT PLEASANT, UT MURRAY CITY CORPORATION, UT MYTON, UT NAPLES, UT NEPHI, UT NEW HARMONY, UT NEWTON, UT NIBLEY, UT NORTH LOGAN, UT NORTH OGDEN, UT NORTH SALT LAKE CITY, UT OAK CITY, UT OAKLEY, UT OGDEN CITY CORPORATION, UT OPHIR, UT ORANGEVILLE, UT ORDERVILLE, UT OREM, UT PANGUITCH, UT PARADISE, UT PARAGONAH, UT PARK CITY, UT PAROWAN, UT PAYSON, UT PERRY, UT PLAIN CITY, UT PLEASANT GROVE CITY, UT PLEASANT VIEW, UT PLYMOUTH, UT PORTAGE, UT PRICE, UT PROVIDENCE, UT PROVO, UT RANDOLPH, UT REDMOND, UT RICHFIELD, UT RICHMOND, UT RIVERDALE, UT Requirements for National Cooperative Contract Page 61 of 55 RIVER HEIGHTS, UT RIVERTON CITY, UT ROCKVILLE, UT ROCKY RIDGE, UT ROOSEVELT CITY CORPORATION, UT ROY, UT RUSH VALLEY, UT CITY OF ST. GEORGE, UT SALEM, UT SALINA, UT SALT LAKE CITY CORPORATION, UT SANDY, UT SANTA CLARA, UT SANTAQUIN, UT SARATOGA SPRINGS, UT SCIPIO, UT SCOFIELD, UT SIGURD, UT SMITHFIELD, UT SNOWVILLE, UT CITY OF SOUTH JORDAN, UT SOUTH OGDEN, UT CITY OF SOUTH SALT LAKE, UT SOUTH WEBER, UT SPANISH FORK, UT SPRING CITY, UT SPRINGDALE, UT SPRINGVILLE, UT STERLING, UT STOCKTON, UT SUNNYSIDE, UT SUNSET CITY CORP, UT SYRACUSE, UT TABIONA, UT CITY OF TAYLORSVILLE, UT TOOELE CITY CORPORATION, UT TOQUERVILLE, UT TORREY, UT TREMONTON CITY, UT TRENTON, UT TROPIC, UT UINTAH, UT VERNAL CITY, UT VERNON, UT VINEYARD, UT VIRGIN, UT WALES, UT WALLSBURG, UT WASHINGTON CITY, UT WASHINGTON TERRACE, UT WELLINGTON, UT WELLSVILLE, UT WENDOVER, UT WEST BOUNTIFUL, UT WEST HAVEN, UT WEST JORDAN, UT WEST POINT, UT WEST VALLEY CITY, UT WILLARD, UT WOODLAND HILLS, UT WOODRUFF, UT WOODS CROSS, UT COUNTIES AND PARISHES INCLUDING BUT NOT LIMITED TO: ASCENSION PARISH, LA Requirements for National Cooperative Contract Page 62 of 55 ASCENSION PARISH, LA, CLEAR OF COURT CADDO PARISH, LA CALCASIEU PARISH, LA CALCASIEU PARISH SHERIFF’S OFFICE, LA CITY AND COUNTY OF HONOLULU, HI CLACKAMAS COUNTY, OR CLACKAMAS COUNTY DEPT OF TRANSPORTATION, OR CLATSOP COUNTY, OR COLUMBIA COUNTY, OR COOS COUNTY, OR COOS COUNTY HIGHWAY DEPARTMENT, OR COUNTY OF HAWAII, OR CROOK COUNTY, OR CROOK COUNTY ROAD DEPARTMENT, OR CURRY COUNTY, OR DESCHUTES COUNTY, OR DOUGLAS COUNTY, OR EAST BATON ROUGE PARISH, LA GILLIAM COUNTY, OR GRANT COUNTY, OR HARNEY COUNTY, OR HARNEY COUNTY SHERIFFS OFFICE, OR HAWAII COUNTY, HI HOOD RIVER COUNTY, OR JACKSON COUNTY, OR JEFFERSON COUNTY, OR JEFFERSON PARISH, LA JOSEPHINE COUNTY GOVERNMENT, OR LAFAYETTE CONSOLIDATED GOVERNMENT, LA LAFAYETTE PARISH, LA LAFAYETTE PARISH CONVENTION & VISITORS COMMISSION LAFOURCHE PARISH, LA KAUAI COUNTY, HI KLAMATH COUNTY, OR LAKE COUNTY, OR LANE COUNTY, OR LINCOLN COUNTY, OR LINN COUNTY, OR LIVINGSTON PARISH, LA MALHEUR COUNTY, OR MAUI COUNTY, HI MARION COUNTY, SALEM, OR MORROW COUNTY, OR MULTNOMAH COUNTY, OR MULTNOMAH COUNTY BUSINESS AND COMMUNITY SERVICES, OR MULTNOMAH COUNTY SHERIFFS OFFICE, OR MULTNOMAH LAW LIBRARY, OR ORLEANS PARISH, LA PLAQUEMINES PARISH, LA POLK COUNTY, OR RAPIDES PARISH, LA SAINT CHARLES PARISH, LA SAINT CHARLES PARISH PUBLIC SCHOOLS, LA SAINT LANDRY PARISH, LA SAINT TAMMANY PARISH, LA SHERMAN COUNTY, OR TERREBONNE PARISH, LA TILLAMOOK COUNTY, OR TILLAMOOK COUNTY SHERIFF'S OFFICE, OR TILLAMOOK COUNTY GENERAL HOSPITAL, OR UMATILLA COUNTY, OR UNION COUNTY, OR WALLOWA COUNTY, OR WASCO COUNTY, OR WASHINGTON COUNTY, OR Requirements for National Cooperative Contract Page 63 of 55 WEST BATON ROUGE PARISH, LA WHEELER COUNTY, OR YAMHILL COUNTY, OR COUNTY OF BOX ELDER, UT COUNTY OF CACHE, UT COUNTY OF RICH, UT COUNTY OF WEBER, UT COUNTY OF MORGAN, UT COUNTY OF DAVIS, UT COUNTY OF SUMMIT, UT COUNTY OF DAGGETT, UT COUNTY OF SALT LAKE, UT COUNTY OF TOOELE, UT COUNTY OF UTAH, UT COUNTY OF WASATCH, UT COUNTY OF DUCHESNE, UT COUNTY OF UINTAH, UT COUNTY OF CARBON, UT COUNTY OF SANPETE, UT COUNTY OF JUAB, UT COUNTY OF MILLARD, UT COUNTY OF SEVIER, UT COUNTY OF EMERY, UT COUNTY OF GRAND, UT COUNTY OF BEVER, UT COUNTY OF PIUTE, UT COUNTY OF WAYNE, UT COUNTY OF SAN JUAN, UT COUNTY OF GARFIELD, UT COUNTY OF KANE, UT COUNTY OF IRON, UT COUNTY OF WASHINGTON, UT OTHER AGENCIES INCLUDING ASSOCIATIONS, BOARDS, DISTRICTS, COMMISSIONS, COUNCILS, PUBLIC CORPORATIONS, PUBLIC DEVELOPMENT AUTHORITIES, RESERVATIONS AND UTILITIES INCLUDING BUT NOT LIMITED TO: ADAIR R.F.P.D., OR ADEL WATER IMPROVEMENT DISTRICT, OR ADRIAN R.F.P.D., OR AGNESS COMMUNITY LIBRARY, OR AGNESS-ILLAHE R.F.P.D., OR AGRICULTURE EDUCATION SERVICE EXTENSION DISTRICT, OR ALDER CREEK-BARLOW WATER DISTRICT NO. 29, OR ALFALFA FIRE DISTRICT, OR ALSEA R.F.P.D., OR ALSEA RIVIERA WATER IMPROVEMENT DISTRICT, OR AMITY FIRE DISTRICT, OR ANTELOPE MEADOWS SPECIAL ROAD DISTRICT, OR APPLE ROGUE DISTRICT IMPROVEMENT COMPANY, OR APPLEGATE VALLEY R.F.P.D. #9, OR ARCH CAPE DOMESTIC WATER SUPPLY DISTRICT, OR ARCH CAPE SANITARY DISTRICT, OR ARNOLD IRRIGATION DISTRICT, OR ASH CREEK WATER CONTROL DISTRICT, OR ATHENA CEMETERY MAINTENANCE DISTRICT, OR AUMSVILLE R.F.P.D., OR AURORA R.F.P.D., OR AZALEA R.F.P.D., OR BADGER IMPROVEMENT DISTRICT, OR BAILEY-SPENCER R.F.P.D., OR BAKER COUNTY LIBRARY DISTRICT, OR BAKER R.F.P.D., OR BAKER RIVERTON ROAD DISTRICT, OR BAKER VALLEY IRRIGATION DISTRICT, OR BAKER VALLEY S.W.C.D., OR Requirements for National Cooperative Contract Page 64 of 55 BAKER VALLEY VECTOR CONTROL DISTRICT, OR BANDON CRANBERRY WATER CONTROL DISTRICT, OR BANDON R.F.P.D., OR BANKS FIRE DISTRICT, OR BANKS FIRE DISTRICT #13, OR BAR L RANCH ROAD DISTRICT, OR BARLOW WATER IMPROVEMENT DISTRICT, OR BASIN AMBULANCE SERVICE DISTRICT, OR BASIN TRANSIT SERVICE TRANSPORTATION DISTRICT, OR BATON ROUGE WATER COMPANY BAY AREA HEALTH DISTRICT, OR BAYSHORE SPECIAL ROAD DISTRICT, OR BEAR VALLEY SPECIAL ROAD DISTRICT, OR BEAVER CREEK WATER CONTROL DISTRICT, OR BEAVER DRAINAGE IMPROVEMENT COMPANY, INC., OR BEAVER SLOUGH DRAINAGE DISTRICT, OR BEAVER SPECIAL ROAD DISTRICT, OR BEAVER WATER DISTRICT, OR BELLE MER S.I.G.L. TRACTS SPECIAL ROAD DISTRICT, OR BEND METRO PARK AND RECREATION DISTRICT BENTON S.W.C.D., OR BERNDT SUBDIVISION W ATER IMPROVEMENT DISTRICT, OR BEVERLY BEACH WATER DISTRICT, OR BIENVILLE PARISH FIRE PROTECTION DISTRICT 6, LA BIG BEND IRRIGATION DISTRICT, OR BIGGS SERVICE DISTRICT, OR BLACK BUTTE RANCH DEPARTMENT OF POLICE SERVICES, OR BLACK BUTTE RANCH R.F.P.D., OR BLACK MOUNTAIN WATER DISTRICT, OR BLODGETT-SUMMIT R.F.P.D., OR BLUE MOUNTAIN HOSPITAL DISTRICT, OR BLUE MOUNTAIN TRANSLATOR DISTRICT, OR BLUE RIVER PARK & RECREATION DISTRICT, OR BLUE RIVER WATER DISTRICT, OR BLY R.F.P.D., OR BLY VECTOR CONTROL DISTRICT, OR BLY WATER AND SANITARY DISTRICT, OR BOARDMAN CEMETERY MAINTENANCE DISTRICT, OR BOARDMAN PARK AND RECREATION DISTRICT BOARDMAN R.F.P.D., OR BONANZA BIG SPRINGS PARK & RECREATION DISTRICT, OR BONANZA MEMORIAL PARK CEMETERY DISTRICT, OR BONANZA R.F.P.D., OR BONANZA-LANGELL VALLEY VECTOR CONTROL DISTRICT, OR BORING WATER DISTRICT #24, OR BOULDER CREEK RETREAT SPECIAL ROAD DISTRICT, OR BRIDGE R.F.P.D., OR BROOKS COMMUNITY SERVICE DISTRICT, OR BROWNSVILLE R.F.P.D., OR BUELL-RED PRAIRIE WATER DISTRICT, OR BUNKER HILL R.F.P.D. #1, OR BUNKER HILL SANITARY DISTRICT, OR BURLINGTON WATER DISTRICT, OR BURNT RIVER IRRIGATION DISTRICT, OR BURNT RIVER S.W.C.D., OR CALAPOOIA R.F.P.D., OR CAMAS VALLEY R.F.P.D., OR CAMELLIA PARK SANITARY DISTRICT, OR CAMMANN ROAD DISTRICT, OR CAMP SHERMAN ROAD DISTRICT, OR CANBY AREA TRANSIT, OR CANBY R.F.P.D. #62, OR CANBY UTILITY BOARD, OR CANNON BEACH R.F.P.D., OR CANYONVILLE SOUTH UMPQUA FIRE DISTRICT, OR Requirements for National Cooperative Contract Page 65 of 55 CAPE FERRELO R.F.P.D., OR CAPE FOULWEATHER SANITARY DISTRICT, OR CARLSON PRIMROSE SPECIAL ROAD DISTRICT, OR CARMEL BEACH WATER DISTRICT, OR CASCADE VIEW ESTATES TRACT 2, OR CEDAR CREST SPECIAL ROAD DISTRICT, OR CEDAR TRAILS SPECIAL ROAD DISTRICT, OR CEDAR VALLEY - NORTH BANK R.F.P.D., OR CENTRAL CASCADES FIRE AND EMS, OR CENTRAL CITY ECONOMIC OPPORTUNITY CORP, LA CENTRAL LINCOLN P.U.D., OR CENTRAL OREGON COAST FIRE & RESCUE DISTRICT, OR CENTRAL OREGON INTERGOVERNMENTAL COUNCIL CENTRAL OREGON IRRIGATION DISTRICT, OR CHAPARRAL WATER CONTROL DISTRICT, OR CHARLESTON FIRE DISTRICT, OR CHARLESTON SANITARY DISTRICT, OR CHARLOTTE ANN WATER DISTRICT, OR CHEHALEM PARK & RECREATION DISTRICT, OR CHEHALEM PARK AND RECREATION DISTRICT CHEMULT R.F.P.D., OR CHENOWITH WATER P.U.D., OR CHERRIOTS, OR CHETCO COMMUNITY PUBLIC LIBRARY DISTRICT, OR CHILOQUIN VECTOR CONTROL DISTRICT, OR CHILOQUIN-AGENCY LAKE R.F.P.D., OR CHINOOK DRIVE SPECIAL ROAD DISTRICT, OR CHR DISTRICT IMPROVEMENT COMPANY, OR CHRISTMAS VALLEY DOMESTIC WATER DISTRICT, OR CHRISTMAS VALLEY PARK & RECREATION DISTRICT, OR CHRISTMAS VALLEY R.F.P.D., OR CITY OF BOGALUSA SCHOOL BOARD, LA CLACKAMAS COUNTY FIRE DISTRICT #1, OR CLACKAMAS COUNTY SERVICE DISTRICT #1, OR CLACKAMAS COUNTY VECTOR CONTROL DISTRICT, OR CLACKAMAS RIVER WATER CLACKAMAS RIVER WATER, OR CLACKAMAS S.W.C.D., OR CLATSKANIE DRAINAGE IMPROVEMENT COMPANY, OR CLATSKANIE LIBRARY DISTRICT, OR CLATSKANIE P.U.D., OR CLATSKANIE PARK & RECREATION DISTRICT, OR CLATSKANIE PEOPLE'S UTILITY DISTRICT CLATSKANIE R.F.P.D., OR CLATSOP CARE CENTER HEALTH DISTRICT, OR CLATSOP COUNTY S.W.C.D., OR CLATSOP DRAINAGE IMPROVEMENT COMPANY #15, INC., OR CLEAN WATER SERVICES CLEAN WATER SERVICES, OR CLOVERDALE R.F.P.D., OR CLOVERDALE SANITARY DISTRICT, OR CLOVERDALE WATER DISTRICT, OR COALEDO DRAINAGE DISTRICT, OR COBURG FIRE DISTRICT, OR COLESTIN RURAL FIRE DISTRICT, OR COLTON R.F.P.D., OR COLTON WATER DISTRICT #11, OR COLUMBIA 911 COMMUNICATIONS DISTRICT, OR COLUMBIA COUNTY 4-H & EXTENSION SERVICE DISTRICT, OR COLUMBIA DRAINAGE VECTOR CONTROL, OR COLUMBIA IMPROVEMENT DISTRICT, OR COLUMBIA R.F.P.D., OR COLUMBIA RIVER FIRE & RESCUE, OR COLUMBIA RIVER PUD, OR COLUMBIA S.W.C.D., OR Requirements for National Cooperative Contract Page 66 of 55 COLUMBIA S.W.C.D., OR CONFEDERATED TRIBES OF THE UMATILLA INDIAN RESERVATION COOS COUNTY AIRPORT DISTRICT, OR COOS COUNTY AIRPORT DISTRICT, OR COOS COUNTY AREA TRANSIT SERVICE DISTRICT, OR COOS COUNTY AREA TRANSIT SERVICE DISTRICT, OR COOS FOREST PROTECTIVE ASSOCIATION COOS S.W.C.D., OR COQUILLE R.F.P.D., OR COQUILLE VALLEY HOSPITAL DISTRICT, OR CORBETT WATER DISTRICT, OR CORNELIUS R.F.P.D., OR CORP RANCH ROAD WATER IMPROVEMENT, OR CORVALLIS R.F.P.D., OR COUNTRY CLUB ESTATES SPECIAL WATER DISTRICT, OR COUNTRY CLUB WATER DISTRICT, OR COUNTRY ESTATES ROAD DISTRICT, OR COVE CEMETERY MAINTENANCE DISTRICT, OR COVE ORCHARD SEWER SERVICE DISTRICT, OR COVE R.F.P.D., OR CRESCENT R.F.P.D., OR CRESCENT SANITARY DISTRICT, OR CRESCENT WATER SUPPLY AND IMPROVEMENT DISTRICT, OR CROOK COUNTY AGRICULTURE EXTENSION SERVICE DISTRICT, OR CROOK COUNTY CEMETERY DISTRICT, OR CROOK COUNTY FIRE AND RESCUE, OR CROOK COUNTY PARKS & RECREATION DISTRICT, OR CROOK COUNTY S.W.C.D., OR CROOK COUNTY VECTOR CONTROL DISTRICT, OR CROOKED RIVER RANCH R.F.P.D., OR CROOKED RIVER RANCH SPECIAL ROAD DISTRICT, OR CRYSTAL SPRINGS WATER DISTRICT, OR CURRY COUNTY 4-H & EXTENSION SERVICE DISTRICT, OR CURRY COUNTY PUBLIC TRANSIT SERVICE DISTRICT, OR CURRY COUNTY S.W.C.D., OR CURRY HEALTH DISTRICT, OR CURRY PUBLIC LIBRARY DISTRICT, OR DALLAS CEMETERY DISTRICT #4, OR DARLEY DRIVE SPECIAL ROAD DISTRICT, OR DAVID CROCKETT STEAM FIRE COMPANY #1, LA DAYS CREEK R.F.P.D., OR DAYTON FIRE DISTRICT, OR DEAN MINARD WATER DISTRICT, OR DEE IRRIGATION DISTRICT, OR DEER ISLAND DRAINAGE IMPROVEMENT COMPANY, OR DELL BROGAN CEMETERY MAINTENANCE DISTRICT, OR DEPOE BAY R.F.P.D., OR DESCHUTES COUNTY 911 SERVICE DISTRICT, OR DESCHUTES COUNTY R.F.P.D. #2, OR DESCHUTES PUBLIC LIBRARY DISTRICT, OR DESCHUTES S.W.C.D., OR DESCHUTES VALLEY WATER DISTRICT, OR DEVILS LAKE WATER IMPROVEMENT DISTRICT, OR DEXTER R.F.P.D., OR DEXTER SANITARY DISTRICT, OR DORA-SITKUM R.F.P.D., OR DOUGLAS COUNTY FIRE DISTRICT #2, OR DOUGLAS S.W.C.D., OR DRAKES CROSSING R.F.P.D., OR DRRH SPECIAL ROAD DISTRICT #6, OR DRY GULCH DITCH DISTRICT IMPROVEMENT COMPANY, OR DUFUR RECREATION DISTRICT, OR DUMBECK LANE DOMESTIC WATER SUPPLY, OR DUNDEE R.F.P.D., OR DURKEE COMMUNITY BUILDING PRESERVATION DISTRICT, OR Requirements for National Cooperative Contract Page 67 of 55 EAGLE POINT IRRIGATION DISTRICT, OR EAGLE VALLEY CEMETERY MAINTENANCE DISTRICT, OR EAGLE VALLEY R.F.P.D., OR EAGLE VALLEY S.W.C.D., OR EAST FORK IRRIGATION DISTRICT, OR EAST MULTNOMAH S.W.C.D., OR EAST SALEM SERVICE DISTRICT, OR EAST UMATILLA CHEMICAL CONTROL DISTRICT, OR EAST UMATILLA COUNTY AMBULANCE AREA HEALTH DISTRICT, OR EAST UMATILLA COUNTY R.F.P.D., OR EAST VALLEY WATER DISTRICT, OR ELGIN COMMUNITY PARKS & RECREATION DISTRICT, OR ELGIN HEALTH DISTRICT, OR ELGIN R.F.P.D., OR ELKTON ESTATES PHASE II SPECIAL ROAD DISTRICT, OR ELKTON R.F.P.D., OR EMERALD P.U.D., OR ENTERPRISE IRRIGATION DISTRICT, OR ESTACADA CEMETERY MAINTENANCE DISTRICT, OR ESTACADA R.F.P.D. #69, OR EUGENE R.F.P.D. # 1, OR EUGENE WATER AND ELECTRIC BOARD EVANS VALLEY FIRE DISTRICT #6, OR FAIR OAKS R.F.P.D., OR FAIRVIEW R.F.P.D., OR FAIRVIEW WATER DISTRICT, OR FALCON HEIGHTS WATER AND SEWER, OR FALCON-COVE BEACH WATER DISTRICT, OR FALL RIVER ESTATES SPECIAL ROAD DISTRICT, OR FARGO INTERCHANGE SERVICE DISTRICT, OR FARMERS IRRIGATION DISTRICT, OR FAT ELK DRAINAGE DISTRICT, OR FERN RIDGE PUBLIC LIBRARY DISTRICT, OR FERN VALLEY ESTATES IMPROVEMENT DISTRICT, OR FOR FAR ROAD DISTRICT, OR FOREST GROVE R.F.P.D., OR FOREST VIEW SPECIAL ROAD DISTRICT, OR FORT ROCK-SILVER LAKE S.W.C.D., OR FOUR RIVERS VECTOR CONTROL DISTRICT, OR FOX CEMETERY MAINTENANCE DISTRICT, OR GARDINER R.F.P.D., OR GARDINER SANITARY DISTRICT, OR GARIBALDI R.F.P.D., OR GASTON R.F.P.D., OR GATES R.F.P.D., OR GEARHART R.F.P.D., OR GILLIAM S.W.C.D., OR GLENDALE AMBULANCE DISTRICT, OR GLENDALE R.F.P.D., OR GLENEDEN BEACH SPECIAL ROAD DISTRICT, OR GLENEDEN SANITARY DISTRICT, OR GLENWOOD WATER DISTRICT, OR GLIDE - IDLEYLD SANITARY DISTRICT, OR GLIDE R.F.P.D., OR GOLD BEACH - WEDDERBURN R.F.P.D., OR GOLD HILL IRRIGATION DISTRICT, OR GOLDFINCH ROAD DISTRICT, OR GOSHEN R.F.P.D., OR GOVERNMENT CAMP ROAD DISTRICT, OR GOVERNMENT CAMP SANITARY DISTRICT, OR GRAND PRAIRIE WATER CONTROL DISTRICT, OR GRAND RONDE SANITARY DISTRICT, OR GRANT COUNTY TRANSPORTATION DISTRICT, OR GRANT S.W.C.D., OR GRANTS PASS IRRIGATION DISTRICT, OR Requirements for National Cooperative Contract Page 68 of 55 GREATER BOWEN VALLEY R.F.P.D., OR GREATER ST. HELENS PARK & RECREATION DISTRICT, OR GREATER TOLEDO POOL RECREATION DISTRICT, OR GREEN KNOLLS SPECIAL ROAD DISTRICT, OR GREEN SANITARY DISTRICT, OR GREENACRES R.F.P.D., OR GREENBERRY IRRIGATION DISTRICT, OR GREENSPRINGS RURAL FIRE DISTRICT, OR HAHLEN ROAD SPECIAL DISTRICT, OR HAINES CEMETERY MAINTENANCE DISTRICT, OR HAINES FIRE PROTECTION DISTRICT, OR HALSEY-SHEDD R.F.P.D., OR HAMLET R.F.P.D., OR HARBOR R.F.P.D., OR HARBOR SANITARY DISTRICT, OR HARBOR WATER P.U.D., OR HARNEY COUNTY HEALTH DISTRICT, OR HARNEY S.W.C.D., OR HARPER SOUTH SIDE IRRIGATION DISTRICT, OR HARRISBURG FIRE AND RESCUE, OR HAUSER R.F.P.D., OR HAZELDELL RURAL FIRE DISTRICT, OR HEBO JOINT WATER-SANITARY AUTHORITY, OR HECETA WATER P.U.D., OR HELIX CEMETERY MAINTENANCE DISTRICT #4, OR HELIX PARK & RECREATION DISTRICT, OR HELIX R.F.P.D. #7-411, OR HEPPNER CEMETERY MAINTENANCE DISTRICT, OR HEPPNER R.F.P.D., OR HEPPNER WATER CONTROL DISTRICT, OR HEREFORD COMMUNITY HALL RECREATION DISTRICT, OR HERMISTON CEMETERY DISTRICT, OR HERMISTON IRRIGATION DISTRICT, OR HIDDEN VALLEY MOBILE ESTATES IMPROVEMENT DISTRICT, OR HIGH DESERT PARK & RECREATION DISTRICT, OR HIGHLAND SUBDIVISION WATER DISTRICT, OR HONOLULU INTERNATIONAL AIRPORT HOOD RIVER COUNTY LIBRARY DISTRICT, OR HOOD RIVER COUNTY TRANSPORTATION DISTRICT, OR HOOD RIVER S.W.C.D., OR HOOD RIVER VALLEY PARKS & RECREATION DISTRICT, OR HOODLAND FIRE DISTRICT #74 HOODLAND FIRE DISTRICT #74, OR HORSEFLY IRRIGATION DISTRICT, OR HOSKINS-KINGS VALLEY R.F.P.D., OR HOUSING AUTHORITY OF PORTLAND HUBBARD R.F.P.D., OR HUDSON BAY DISTRICT IMPROVEMENT COMPANY, OR I N (KAY) YOUNG DITCH DISTRICT IMPROVEMENT COMPANY, OR ICE FOUNTAIN WATER DISTRICT, OR IDAHO POINT SPECIAL ROAD DISTRICT, OR IDANHA-DETROIT RURAL FIRE PROTECTION DISTRICT, OR ILLINOIS VALLEY FIRE DISTRICT ILLINOIS VALLEY R.F.P.D., OR ILLINOIS VALLEY S.W.C.D., OR IMBLER R.F.P.D., OR INTERLACHEN WATER P.U.D., OR IONE LIBRARY DISTRICT, OR IONE R.F.P.D. #6-604, OR IRONSIDE CEMETERY MAINTENANCE DISTRICT, OR IRONSIDE RURAL ROAD DISTRICT #5, OR IRRIGON PARK & RECREATION DISTRICT, OR IRRIGON R.F.P.D., OR ISLAND CITY AREA SANITATION DISTRICT, OR ISLAND CITY CEMETERY MAINTENANCE DISTRICT, OR Requirements for National Cooperative Contract Page 69 of 55 JACK PINE VILLAGE SPECIAL ROAD DISTRICT, OR JACKSON COUNTY FIRE DISTRICT #3, OR JACKSON COUNTY FIRE DISTRICT #4, OR JACKSON COUNTY FIRE DISTRICT #5, OR JACKSON COUNTY LIBRARY DISTRICT, OR JACKSON COUNTY VECTOR CONTROL DISTRICT, OR JACKSON S.W.C.D., OR JASPER KNOLLS WATER DISTRICT, OR JEFFERSON COUNTY EMERGENCY MEDICAL SERVICE DISTRICT, OR JEFFERSON COUNTY FIRE DISTRICT #1, OR JEFFERSON COUNTY LIBRARY DISTRICT, OR JEFFERSON COUNTY S.W .C.D., OR JEFFERSON PARK & RECREATION DISTRICT, OR JEFFERSON R.F.P.D., OR JOB'S DRAINAGE DISTRICT, OR JOHN DAY WATER DISTRICT, OR JOHN DAY-CANYON CITY PARKS & RECREATION DISTRICT, OR JOHN DAY-FERNHILL R.F.P.D. #5-108, OR JORDAN VALLEY CEMETERY DISTRICT, OR JORDAN VALLEY IRRIGATION DISTRICT, OR JOSEPHINE COMMUNITY LIBRARY DISTRICT, OR JOSEPHINE COUNTY 4-H & EXTENSION SERVICE DISTRICT, OR JOSEPHINE COUNTY 911 AGENCY, OR JUNCTION CITY R.F.P.D., OR JUNCTION CITY WATER CONTROL DISTRICT, OR JUNIPER BUTTE ROAD DISTRICT, OR JUNIPER CANYON WATER CONTROL DISTRICT, OR JUNIPER FLAT DISTRICT IMPROVEMENT COMPANY, OR JUNIPER FLAT R.F.P.D., OR JUNO NONPROFIT WATER IMPROVEMENT DISTRICT, OR KEATING R.F.P.D., OR KEATING S.W.C.D., OR KEIZER R.F.P.D., OR KELLOGG RURAL FIRE DISTRICT, OR KENO IRRIGATION DISTRICT, OR KENO PINES ROAD DISTRICT, OR KENO R.F.P.D., OR KENT WATER DISTRICT, OR KERBY WATER DISTRICT, OR K-GB-LB WATER DISTRICT, OR KILCHIS WATER DISTRICT, OR KLAMATH 9-1-1 COMMUNICATIONS DISTRICT, OR KLAMATH BASIN IMPROVEMENT DISTRICT, OR KLAMATH COUNTY DRAINAGE SERVICE DISTRICT, OR KLAMATH COUNTY EXTENSION SERVICE DISTRICT, OR KLAMATH COUNTY FIRE DISTRICT #1, OR KLAMATH COUNTY FIRE DISTRICT #3, OR KLAMATH COUNTY FIRE DISTRICT #4, OR KLAMATH COUNTY FIRE DISTRICT #5, OR KLAMATH COUNTY LIBRARY SERVICE DISTRICT, OR KLAMATH COUNTY PREDATORY ANIMAL CONTROL DISTRICT, OR KLAMATH DRAINAGE DISTRICT, OR KLAMATH FALLS FOREST ESTATES SPECIAL ROAD DISTRICT UNIT #2, OR KLAMATH INTEROPERABILITY RADIO GROUP, OR KLAMATH IRRIGATION DISTRICT, OR KLAMATH RIVER ACRES SPECIAL ROAD DISTRICT, OR KLAMATH S.W.C.D., OR KLAMATH VECTOR CONTROL DISTRICT, OR KNAPPA-SVENSEN-BURNSIDE R.F.P.D., OR LA GRANDE CEMETERY MAINTENANCE DISTRICT, OR LA GRANDE R.F.P.D., OR LA PINE PARK & RECREATION DISTRICT, OR LA PINE R.F.P.D., OR LABISH VILLAGE SEWAGE & DRAINAGE, OR LACOMB IRRIGATION DISTRICT, OR Requirements for National Cooperative Contract Page 70 of 55 LAFAYETTE AIRPORT COMMISSION, LA LAFOURCHE PARISH HEALTH UNIT – DHH-OPH REGION 3 LAIDLAW WATER DISTRICT, OR LAKE CHINOOK FIRE & RESCUE, OR LAKE COUNTY 4-H & EXTENSION SERVICE DISTRICT, OR LAKE COUNTY LIBRARY DISTRICT, OR LAKE CREEK R.F.P.D. - JACKSON, OR LAKE CREEK R.F.P.D. - LANE COUNTY, OR LAKE DISTRICT HOSPITAL, OR LAKE GROVE R.F.P.D. NO. 57, OR LAKE GROVE WATER DISTRICT, OR LAKE LABISH WATER CONTROL DISTRICT, OR LAKE POINT SPECIAL ROAD DISTRICT, OR LAKESIDE R.F.P.D. #4, OR LAKESIDE WATER DISTRICT, OR LAKEVIEW R.F.P.D., OR LAKEVIEW S.W.C.D., OR LAMONTAI IMPROVEMENT DISTRICT, OR LANE FIRE AUTHORITY, OR LANE LIBRARY DISTRICT, OR LANE TRANSIT DISTRICT, OR LANGELL VALLEY IRRIGATION DISTRICT, OR LANGLOIS PUBLIC LIBRARY, OR LANGLOIS R.F.P.D., OR LANGLOIS WATER DISTRICT, OR LAZY RIVER SPECIAL ROAD DISTRICT, OR LEBANON AQUATIC DISTRICT, OR LEBANON R.F.P.D., OR LEWIS & CLARK R.F.P.D., OR LINCOLN COUNTY LIBRARY DISTRICT, OR LINCOLN S.W.C.D., OR LINN COUNTY EMERGENCY TELEPHONE AGENCY, OR LINN S.W.C.D., OR LITTLE MUDDY CREEK W ATER CONTROL, OR LITTLE NESTUCCA DRAINAGE DISTRICT, OR LITTLE SWITZERLAND SPECIAL ROAD DISTRICT, OR LONE PINE IRRIGATION DISTRICT, OR LONG PRAIRIE WATER DISTRICT, OR LOOKINGGLASS OLALLA WATER CONTROL DISTRICT, OR LOOKINGGLASS RURAL FIRE DISTRICT, OR LORANE R.F.P.D., OR LOST & BOULDER DITCH IMPROVEMENT DISTRICT, OR LOST CREEK PARK SPECIAL ROAD DISTRICT, OR LOUISIANA PUBLIC SERVICE COMMISSION, LA LOUISIANA WATER WORKS LOWELL R.F.P.D., OR LOWER MCKAY CREEK R.F.P.D., OR LOWER MCKAY CREEK WATER CONTROL DISTRICT, OR LOWER POWDER RIVER IRRIGATION DISTRICT, OR LOWER SILETZ WATER DISTRICT, OR LOWER UMPQUA HOSPITAL DISTRICT, OR LOWER UMPQUA PARK & RECREATION DISTRICT, OR LOWER VALLEY WATER IMPROVEMENT DISTRICT, OR LUCE LONG DITCH DISTRICT IMPROVEMENT CO., OR LUSTED WATER DISTRICT, OR LYONS R.F.P.D., OR LYONS-MEHAMA WATER DISTRICT, OR MADRAS AQUATIC CENTER DISTRICT, OR MAKAI SPECIAL ROAD DISTRICT, OR MALHEUR COUNTY S.W.C.D., OR MALHEUR COUNTY VECTOR CONTROL DISTRICT, OR MALHEUR DISTRICT IMPROVEMENT COMPANY, OR MALHEUR DRAINAGE DISTRICT, OR MALHEUR MEMORIAL HEALTH DISTRICT, OR MALIN COMMUNITY CEMETERY MAINTENANCE DISTRICT, OR Requirements for National Cooperative Contract Page 71 of 55 MALIN COMMUNITY PARK & RECREATION DISTRICT, OR MALIN IRRIGATION DISTRICT, OR MALIN R.F.P.D., OR MAPLETON FIRE DEPARTMENT, OR MAPLETON WATER DISTRICT, OR MARCOLA WATER DISTRICT, OR MARION COUNTY EXTENSION & 4H SERVICE DISTRICT, OR MARION COUNTY FIRE DISTRICT #1, OR MARION JACK IMPROVEMENT DISTRICT, OR MARION S.W.C.D., OR MARY'S RIVER ESTATES ROAD DISTRICT, OR MCDONALD FOREST ESTATES SPECIAL ROAD DISTRICT, OR MCKAY ACRES IMPROVEMENT DISTRICT, OR MCKAY DAM R.F.P.D. # 7-410, OR MCKENZIE FIRE & RESCUE, OR MCKENZIE PALISADES WATER SUPPLY CORPORATION, OR MCMINNVILLE R.F.P.D., OR MCNULTY WATER P.U.D., OR MEADOWS DRAINAGE DISTRICT, OR MEDFORD IRRIGATION DISTRICT, OR MEDFORD R.F.P.D. #2, OR MEDFORD WATER COMMISSION MEDICAL SPRINGS R.F.P.D., OR MELHEUR COUNTY JAIL, OR MERLIN COMMUNITY PARK DISTRICT, OR MERRILL CEMETERY MAINTENANCE DISTRICT, OR MERRILL PARK DISTRICT, OR MERRILL R.F.P.D., OR METRO REGIONAL GOVERNMENT METRO REGIONAL PARKS METROPOLITAN EXPOSITION RECREATION COMMISSION METROPOLITAN SERVICE DISTRICT (METRO) MID COUNTY CEMETERY MAINTENANCE DISTRICT, OR MID-COLUMBIA FIRE AND RESCUE, OR MIDDLE FORK IRRIGATION DISTRICT, OR MIDLAND COMMUNITY PARK, OR MIDLAND DRAINAGE IMPROVEMENT DISTRICT, OR MILES CROSSING SANITARY SEWER DISTRICT, OR MILL CITY R.F.P.D. #2-303, OR MILL FOUR DRAINAGE DISTRICT, OR MILLICOMA RIVER PARK & RECREATION DISTRICT, OR MILLINGTON R.F.P.D. #5, OR MILO VOLUNTEER FIRE DEPARTMENT, OR MILTON-FREEWATER AMBULANCE SERVICE AREA HEALTH DISTRICT, OR MILTON-FREEWATER WATER CONTROL DISTRICT, OR MIROCO SPECIAL ROAD DISTRICT, OR MIST-BIRKENFELD R.F.P.D., OR MODOC POINT IRRIGATION DISTRICT, OR MODOC POINT SANITARY DISTRICT, OR MOHAWK VALLEY R.F.P.D., OR MOLALLA AQUATIC DISTRICT, OR MOLALLA R.F.P.D. #73, OR MONITOR R.F.P.D., OR MONROE R.F.P.D., OR MONUMENT CEMETERY MAINTENANCE DISTRICT, OR MONUMENT S.W.C.D., OR MOOREA DRIVE SPECIAL ROAD DISTRICT, OR MORO R.F.P.D., OR MORROW COUNTY HEALTH DISTRICT, OR MORROW COUNTY UNIFIED RECREATION DISTRICT, OR MORROW S.W.C.D., OR MOSIER FIRE DISTRICT, OR MOUNTAIN DRIVE SPECIAL ROAD DISTRICT, OR MT. ANGEL R.F.P.D., OR MT. HOOD IRRIGATION DISTRICT, OR Requirements for National Cooperative Contract Page 72 of 55 MT. LAKI CEMETERY DISTRICT, OR MT. VERNON R.F.P.D., OR MULINO WATER DISTRICT #1, OR MULTNOMAH COUNTY DRAINAGE DISTRICT #1, OR MULTNOMAH COUNTY R.F.P.D. #10, OR MULTNOMAH COUNTY R.F.P.D. #14, OR MULTNOMAH EDUCATION SERVICE DISTRICT MYRTLE CREEK R.F.P.D., OR NEAH-KAH-NIE WATER DISTRICT, OR NEDONNA R.F.P.D., OR NEHALEM BAY FIRE AND RESCUE, OR NEHALEM BAY HEALTH DISTRICT, OR NEHALEM BAY WASTEWATER AGENCY, OR NESIKA BEACH-OPHIR WATER DISTRICT, OR NESKOWIN REGIONAL SANITARY AUTHORITY, OR NESKOWIN REGIONAL WATER DISTRICT, OR NESTUCCA R.F.P.D., OR NETARTS WATER DISTRICT, OR NETARTS-OCEANSIDE R.F.P.D., OR NETARTS-OCEANSIDE SANITARY DISTRICT, OR NEW BRIDGE WATER SUPPLY DISTRICT, OR NEW CARLTON FIRE DISTRICT, OR NEW ORLEANS REDEVELOPMENT AUTHORITY, LA NEW PINE CREEK R.F.P.D., OR NEWBERG R.F.P.D., OR NEWBERRY ESTATES SPECIAL ROAD DISTRICT, OR NEWPORT R.F.P.D., OR NEWT YOUNG DITCH DISTRICT IMPROVEMENT COMPANY, OR NORTH ALBANY R.F.P.D., OR NORTH BAY R.F.P.D. #9, OR NORTH CLACKAMAS PARKS & RECREATION DISTRICT, OR NORTH COUNTY RECREATION DISTRICT, OR NORTH DOUGLAS COUNTY FIRE & EMS, OR NORTH DOUGLAS PARK & RECREATION DISTRICT, OR NORTH GILLIAM COUNTY HEALTH DISTRICT, OR NORTH GILLIAM COUNTY R.F.P.D., OR NORTH LAKE HEALTH DISTRICT, OR NORTH LEBANON WATER CONTROL DISTRICT, OR NORTH LINCOLN FIRE & RESCUE DISTRICT #1, OR NORTH LINCOLN HEALTH DISTRICT, OR NORTH MORROW VECTOR CONTROL DISTRICT, OR NORTH SHERMAN COUNTY R.F.P.D, OR NORTH UNIT IRRIGATION DISTRICT, OR NORTHEAST OREGON HOUSING AUTHORITY, OR NORTHEAST WHEELER COUNTY HEALTH DISTRICT, OR NORTHERN WASCO COUNTY P.U.D., OR NORTHERN WASCO COUNTY PARK & RECREATION DISTRICT, OR NYE DITCH USERS DISTRICT IMPROVEMENT, OR NYSSA ROAD ASSESSMENT DISTRICT #2, OR NYSSA RURAL FIRE DISTRICT, OR NYSSA-ARCADIA DRAINAGE DISTRICT, OR OAK LODGE WATER SERVICES, OR OAKLAND R.F.P.D., OR OAKVILLE COMMUNITY CENTER, OR OCEANSIDE WATER DISTRICT, OR OCHOCO IRRIGATION DISTRICT, OR OCHOCO WEST WATER AND SANITARY AUTHORITY, OR ODELL SANITARY DISTRICT, OR OLD OWYHEE DITCH IMPROVEMENT DISTRICT, OR OLNEY-WALLUSKI FIRE & RESCUE DISTRICT, OR ONTARIO LIBRARY DISTRICT, OR ONTARIO R.F.P.D., OR OPHIR R.F.P.D., OR OREGON COAST COMMUNITY ACTION OREGON HOUSING AND COMMUNITY SERVICES Requirements for National Cooperative Contract Page 73 of 55 OREGON INTERNATIONAL PORT OF COOS BAY, OR OREGON LEGISLATIVE ADMINISTRATION OREGON OUTBACK R.F.P.D., OR OREGON POINT, OR OREGON TRAIL LIBRARY DISTRICT, OR OTTER ROCK WATER DISTRICT, OR OWW UNIT #2 SANITARY DISTRICT, OR OWYHEE CEMETERY MAINTENANCE DISTRICT, OR OWYHEE IRRIGATION DISTRICT, OR PACIFIC CITY JOINT WATER-SANITARY AUTHORITY, OR PACIFIC COMMUNITIES HEALTH DISTRICT, OR PACIFIC RIVIERA #3 SPECIAL ROAD DISTRICT, OR PALATINE HILL WATER DISTRICT, OR PALMER CREEK WATER DISTRICT IMPROVEMENT COMPANY, OR PANORAMIC ACCESS SPECIAL ROAD DISTRICT, OR PANTHER CREEK ROAD DISTRICT, OR PANTHER CREEK WATER DISTRICT, OR PARKDALE R.F.P.D., OR PARKDALE SANITARY DISTRICT, OR PENINSULA DRAINAGE DISTRICT #1, OR PENINSULA DRAINAGE DISTRICT #2, OR PHILOMATH FIRE AND RESCUE, OR PILOT ROCK CEMETERY MAINTENANCE DISTRICT #5, OR PILOT ROCK PARK & RECREATION DISTRICT, OR PILOT ROCK R.F.P.D., OR PINE EAGLE HEALTH DISTRICT, OR PINE FLAT DISTRICT IMPROVEMENT COMPANY, OR PINE GROVE IRRIGATION DISTRICT, OR PINE GROVE WATER DISTRICT-KLAMATH FALLS, OR PINE GROVE WATER DISTRICT-MAUPIN, OR PINE VALLEY CEMETERY DISTRICT, OR PINE VALLEY R.F.P.D., OR PINEWOOD COUNTRY ESTATES SPECIAL ROAD DISTRICT, OR PIONEER DISTRICT IMPROVEMENT COMPANY, OR PISTOL RIVER CEMETERY MAINTENANCE DISTRICT, OR PISTOL RIVER FIRE DISTRICT, OR PLEASANT HILL R.F.P.D., OR PLEASANT HOME WATER DISTRICT, OR POCAHONTAS MINING AND IRRIGATION DISTRICT, OR POE VALLEY IMPROVEMENT DISTRICT, OR POE VALLEY PARK & RECREATION DISTRICT, OR POE VALLEY VECTOR CONTROL DISTRICT, OR POLK COUNTY FIRE DISTRICT #1, OR POLK S.W.C.D., OR POMPADOUR WATER IMPROVEMENT DISTRICT, OR PONDEROSA PINES EAST SPECIAL ROAD DISTRICT, OR PORT OF ALSEA, OR PORT OF ARLINGTON, OR PORT OF ASTORIA, OR PORT OF BANDON, OR PORT OF BRANDON, OR PORT OF BROOKINGS HARBOR, OR PORT OF CASCADE LOCKS, OR PORT OF COQUILLE RIVER, OR PORT OF GARIBALDI, OR PORT OF GOLD BEACH, OR PORT OF HOOD RIVER, OR PORT OF MORGAN CITY, LA PORT OF MORROW, OR PORT OF NEHALEM, OR PORT OF NEWPORT, OR PORT OF PORT ORFORD, OR PORT OF PORTLAND, OR PORT OF SIUSLAW, OR PORT OF ST. HELENS, OR Requirements for National Cooperative Contract Page 74 of 55 PORT OF THE DALLES, OR PORT OF TILLAMOOK BAY, OR PORT OF TOLEDO, OR PORT OF UMATILLA, OR PORT OF UMPQUA, OR PORT ORFORD CEMETERY MAINTENANCE DISTRICT, OR PORT ORFORD PUBLIC LIBRARY DISTRICT, OR PORT ORFORD R.F.P.D., OR PORTLAND DEVELOPMENT COMMISSION, OR PORTLAND FIRE AND RESCUE PORTLAND HOUSING CENTER, OR POWDER R.F.P.D., OR POWDER RIVER R.F.P.D., OR POWDER VALLEY WATER CONTROL DISTRICT, OR POWERS HEALTH DISTRICT, OR PRAIRIE CEMETERY MAINTENANCE DISTRICT, OR PRINEVILLE LAKE ACRES SPECIAL ROAD DISTRICT #1, OR PROSPECT R.F.P.D., OR QUAIL VALLEY PARK IMPROVEMENT DISTRICT, OR QUEENER IRRIGATION IMPROVEMENT DISTRICT, OR RAINBOW WATER DISTRICT, OR RAINIER CEMETERY DISTRICT, OR RAINIER DRAINAGE IMPROVEMENT COMPANY, OR RALEIGH WATER DISTRICT, OR REDMOND AREA PARK & RECREATION DISTRICT, OR REDMOND FIRE AND RESCUE, OR RIDDLE FIRE PROTECTION DISTRICT, OR RIDGEWOOD DISTRICT IMPROVEMENT COMPANY, OR RIDGEWOOD ROAD DISTRICT, OR RIETH SANITARY DISTRICT, OR RIETH WATER DISTRICT, OR RIMROCK WEST IMPROVEMENT DISTRICT, OR RINK CREEK WATER DISTRICT, OR RIVER BEND ESTATES SPECIAL ROAD DISTRICT, OR RIVER FOREST ACRES SPECIAL ROAD DISTRICT, OR RIVER MEADOWS IMPROVEMENT DISTRICT, OR RIVER PINES ESTATES SPECIAL ROAD DISTRICT, OR RIVER ROAD PARK & RECREATION DISTRICT, OR RIVER ROAD WATER DISTRICT, OR RIVERBEND RIVERBANK WATER IMPROVEMENT DISTRICT, OR RIVERDALE R.F.P.D. 11-JT, OR RIVERGROVE WATER DISTRICT, OR RIVERSIDE MISSION WATER CONTROL DISTRICT, OR RIVERSIDE R.F.P.D. #7-406, OR RIVERSIDE WATER DISTRICT, OR ROBERTS CREEK WATER DISTRICT, OR ROCK CREEK DISTRICT IMPROVEMENT, OR ROCK CREEK WATER DISTRICT, OR ROCKWOOD WATER P.U.D., OR ROCKY POINT FIRE & EMS, OR ROGUE RIVER R.F.P.D., OR ROGUE RIVER VALLEY IRRIGATION DISTRICT, OR ROGUE VALLEY SEWER SERVICES, OR ROGUE VALLEY SEWER, OR ROGUE VALLEY TRANSPORTATION DISTRICT, OR ROSEBURG URBAN SANITARY AUTHORITY, OR ROSEWOOD ESTATES ROAD DISTRICT, OR ROW RIVER VALLEY WATER DISTRICT, OR RURAL ROAD ASSESSMENT DISTRICT #3, OR RURAL ROAD ASSESSMENT DISTRICT #4, OR SAINT LANDRY PARISH TOURIST COMMISSION SAINT MARY PARISH REC DISTRICT 2 SAINT MARY PARISH REC DISTRICT 3 SAINT TAMMANY FIRE DISTRICT 4, LA SALEM AREA MASS TRANSIT DISTRICT, OR Requirements for National Cooperative Contract Page 75 of 55 SALEM MASS TRANSIT DISTRICT SALEM SUBURBAN R.F.P.D., OR SALISHAN SANITARY DISTRICT, OR SALMON RIVER PARK SPECIAL ROAD DISTRICT, OR SALMON RIVER PARK WATER IMPROVEMENT DISTRICT, OR SALMONBERRY TRAIL INTERGOVERNMENTAL AGENCY, OR SANDPIPER VILLAGE SPECIAL ROAD DISTRICT, OR SANDY DRAINAGE IMPROVEMENT COMPANY, OR SANDY R.F.P.D. #72, OR SANTA CLARA R.F.P.D., OR SANTA CLARA WATER DISTRICT, OR SANTIAM WATER CONTROL DISTRICT, OR SAUVIE ISLAND DRAINAGE IMPROVEMENT COMPANY, OR SAUVIE ISLAND VOLUNTEER FIRE DISTRICT #30J, OR SCAPPOOSE DRAINAGE IMPROVEMENT COMPANY, OR SCAPPOOSE PUBLIC LIBRARY DISTRICT, OR SCAPPOOSE R.F.P.D., OR SCIO R.F.P.D., OR SCOTTSBURG R.F.P.D., OR SEAL ROCK R.F.P.D., OR SEAL ROCK WATER DISTRICT, OR SEWERAGE AND WATER BOARD OF NEW ORLEANS, LA SHANGRI-LA WATER DISTRICT, OR SHASTA VIEW IRRIGATION DISTRICT, OR SHELLEY ROAD CREST ACRES WATER DISTRICT, OR SHERIDAN FIRE DISTRICT, OR SHERMAN COUNTY HEALTH DISTRICT, OR SHERMAN COUNTY S.W.C.D., OR SHORELINE SANITARY DISTRICT, OR SILETZ KEYS SANITARY DISTRICT, OR SILETZ R.F.P.D., OR SILVER FALLS LIBRARY DISTRICT, OR SILVER LAKE IRRIGATION DISTRICT, OR SILVER LAKE R.F.P.D., OR SILVER SANDS SPECIAL ROAD DISTRICT, OR SILVERTON R.F.P.D. NO. 2, OR SISTERS PARKS & RECREATION DISTRICT, OR SISTERS-CAMP SHERMAN R.F.P.D., OR SIUSLAW PUBLIC LIBRARY DISTRICT, OR SIUSLAW S.W.C.D., OR SIUSLAW VALLEY FIRE AND RESCUE, OR SIXES R.F.P.D., OR SKIPANON WATER CONTROL DISTRICT, OR SKYLINE VIEW DISTRICT IMPROVEMENT COMPANY, OR SLEEPY HOLLOW WATER DISTRICT, OR SMITH DITCH DISTRICT IMPROVEMENT COMPANY, OR SOUTH CLACKAMAS TRANSPORTATION DISTRICT, OR SOUTH COUNTY HEALTH DISTRICT, OR SOUTH FORK WATER BOARD, OR SOUTH GILLIAM COUNTY CEMETERY DISTRICT, OR SOUTH GILLIAM COUNTY HEALTH DISTRICT, OR SOUTH GILLIAM COUNTY R.F.P.D. VI-301, OR SOUTH LAFOURCHE LEVEE DISTRICT, LA SOUTH LANE COUNTY FIRE & RESCUE, OR SOUTH SANTIAM RIVER WATER CONTROL DISTRICT, OR SOUTH SHERMAN FIRE DISTRICT, OR SOUTH SUBURBAN SANITARY DISTRICT, OR SOUTH WASCO PARK & RECREATION DISTRICT, OR SOUTHERN COOS HEALTH DISTRICT, OR SOUTHERN CURRY CEMETERY MAINTENANCE DISTRICT, OR SOUTHVIEW IMPROVEMENT DISTRICT, OR SOUTHWEST LINCOLN COUNTY WATER DISTRICT, OR SOUTHWESTERN POLK COUNTY R.F.P.D., OR SOUTHWOOD PARK WATER DISTRICT, OR SPECIAL ROAD DISTRICT #1, OR Requirements for National Cooperative Contract Page 76 of 55 SPECIAL ROAD DISTRICT #8, OR SPRING RIVER SPECIAL ROAD DISTRICT, OR SPRINGFIELD UTILITY BOARD, OR ST. PAUL R.F.P.D., OR STANFIELD CEMETERY DISTRICT #6, OR STANFIELD IRRIGATION DISTRICT, OR STARR CREEK ROAD DISTRICT, OR STARWOOD SANITARY DISTRICT, OR STAYTON FIRE DISTRICT, OR SUBLIMITY FIRE DISTRICT, OR SUBURBAN EAST SALEM WATER DISTRICT, OR SUBURBAN LIGHTING DISTRICT, OR SUCCOR CREEK DISTRICT IMPROVEMENT COMPANY, OR SUMMER LAKE IRRIGATION DISTRICT, OR SUMMERVILLE CEMETERY MAINTENANCE DISTRICT, OR SUMNER R.F.P.D., OR SUN MOUNTAIN SPECIAL ROAD DISTRICT, OR SUNDOWN SANITATION DISTRICT, OR SUNFOREST ESTATES SPECIAL ROAD DISTRICT, OR SUNNYSIDE IRRIGATION DISTRICT, OR SUNRISE WATER AUTHORITY, OR SUNRIVER SERVICE DISTRICT, OR SUNSET EMPIRE PARK & RECREATION DISTRICT, OR SUNSET EMPIRE TRANSPORTATION DISTRICT, OR SURFLAND ROAD DISTRICT, OR SUTHERLIN VALLEY RECREATION DISTRICT, OR SUTHERLIN WATER CONTROL DISTRICT, OR SWALLEY IRRIGATION DISTRICT, OR SWEET HOME CEMETERY MAINTENANCE DISTRICT, OR SWEET HOME FIRE & AMBULANCE DISTRICT, OR SWISSHOME-DEADWOOD R.F.P.D., OR TABLE ROCK DISTRICT IMPROVEMENT COMPANY, OR TALENT IRRIGATION DISTRICT, OR TANGENT R.F.P.D., OR TENMILE R.F.P.D., OR TERREBONNE DOMESTIC WATER DISTRICT, OR THE DALLES IRRIGATION DISTRICT, OR THOMAS CREEK-WESTSIDE R.F.P.D., OR THREE RIVERS RANCH ROAD DISTRICT, OR THREE SISTERS IRRIGATION DISTRICT, OR TIGARD TUALATIN AQUATIC DISTRICT, OR TIGARD WATER DISTRICT, OR TILLAMOOK BAY FLOOD IMPROVEMENT DISTRICT, OR TILLAMOOK COUNTY EMERGENCY COMMUNICATIONS DISTRICT, OR TILLAMOOK COUNTY S.W .C.D., OR TILLAMOOK COUNTY TRANSPORTATION DISTRICT, OR TILLAMOOK FIRE DISTRICT, OR TILLAMOOK P.U.D., OR TILLER R.F.P.D., OR TOBIN DITCH DISTRICT IMPROVEMENT COMPANY, OR TOLEDO R.F.P.D., OR TONE WATER DISTRICT, OR TOOLEY WATER DISTRICT, OR TRASK DRAINAGE DISTRICT, OR TRI CITY R.F.P.D. #4, OR TRI-CITY WATER & SANITARY AUTHORITY, OR TRI-COUNTY METROPOLITAN TRANSPORTATION DISTRICT OF OREGON TRIMET, OR TUALATIN HILLS PARK & RECREATION DISTRICT TUALATIN HILLS PARK & RECREATION DISTRICT, OR TUALATIN S.W.C.D., OR TUALATIN VALLEY FIRE & RESCUE TUALATIN VALLEY FIRE & RESCUE, OR TUALATIN VALLEY IRRIGATION DISTRICT, OR TUALATIN VALLEY WATER DISTRICT Requirements for National Cooperative Contract Page 77 of 55 TUALATIN VALLEY WATER DISTRICT, OR TUMALO IRRIGATION DISTRICT, OR TURNER FIRE DISTRICT, OR TWIN ROCKS SANITARY DISTRICT, OR TWO RIVERS NORTH SPECIAL ROAD DISTRICT, OR TWO RIVERS S.W.C.D., OR TWO RIVERS SPECIAL ROAD DISTRICT, OR TYGH VALLEY R.F.P.D., OR TYGH VALLEY WATER DISTRICT, OR UMATILLA COUNTY FIRE DISTRICT #1, OR UMATILLA COUNTY S.W.C.D., OR UMATILLA COUNTY SPECIAL LIBRARY DISTRICT, OR UMATILLA HOSPITAL DISTRICT, OR UMATILLA R.F.P.D. #7-405, OR UMATILLA-MORROW RADIO AND DATA DISTRICT, OR UMPQUA S.W.C.D., OR UNION CEMETERY MAINTENANCE DISTRICT, OR UNION COUNTY SOLID W ASTE DISPOSAL DISTRICT, OR UNION COUNTY VECTOR CONTROL DISTRICT, OR UNION GAP SANITARY DISTRICT, OR UNION GAP WATER DISTRICT, OR UNION HEALTH DISTRICT, OR UNION R.F.P.D., OR UNION S.W.C.D., OR UNITY COMMUNITY PARK & RECREATION DISTRICT, OR UPPER CLEVELAND RAPIDS ROAD DISTRICT, OR UPPER MCKENZIE R.F.P.D., OR UPPER WILLAMETTE S.W .C.D., OR VALE OREGON IRRIGATION DISTRICT, OR VALE RURAL FIRE PROTECTION DISTRICT, OR VALLEY ACRES SPECIAL ROAD DISTRICT, OR VALLEY VIEW CEMETERY MAINTENANCE DISTRICT, OR VALLEY VIEW WATER DISTRICT, OR VANDEVERT ACRES SPECIAL ROAD DISTRICT, OR VERNONIA R.F.P.D., OR VINEYARD MOUNTAIN PARK & RECREATION DISTRICT, OR VINEYARD MOUNTAIN SPECIAL ROAD DISTRICT, OR WALLA WALLA RIVER IRRIGATION DISTRICT, OR WALLOWA COUNTY HEALTH CARE DISTRICT, OR WALLOWA LAKE COUNTY SERVICE DISTRICT, OR WALLOWA LAKE IRRIGATION DISTRICT, OR WALLOWA LAKE R.F.P.D., OR WALLOWA S.W.C.D., OR WALLOWA VALLEY IMPROVEMENT DISTRICT #1, OR WAMIC R.F.P.D., OR WAMIC WATER & SANITARY AUTHORITY, OR WARMSPRINGS IRRIGATION DISTRICT, OR WASCO COUNTY S.W.C.D., OR WATER ENVIRONMENT SERVICES, OR WATER WONDERLAND IMPROVEMENT DISTRICT, OR WATERBURY & ALLEN DITCH IMPROVEMENT DISTRICT, OR WATSECO-BARVIEW WATER DISTRICT, OR WAUNA WATER DISTRICT, OR WEDDERBURN SANITARY DISTRICT, OR WEST EAGLE VALLEY WATER CONTROL DISTRICT, OR WEST EXTENSION IRRIGATION DISTRICT, OR WEST LABISH DRAINAGE & WATER CONTROL IMPROVEMENT DISTRICT, OR WEST MULTNOMAH S.W.C.D., OR WEST SIDE R.F.P.D., OR WEST SLOPE WATER DISTRICT, OR WEST UMATILLA MOSQUITO CONTROL DISTRICT, OR WEST VALLEY FIRE DISTRICT, OR WESTERN HEIGHTS SPECIAL ROAD DISTRICT, OR WESTERN LANE AMBULANCE DISTRICT, OR WESTLAND IRRIGATION DISTRICT, OR Requirements for National Cooperative Contract Page 78 of 55 WESTON ATHENA MEMORIAL HALL PARK & RECREATION DISTRICT, OR WESTON CEMETERY DISTRICT #2, OR WESTPORT FIRE AND RESCUE, OR WESTRIDGE WATER SUPPLY CORPORATION, OR WESTWOOD HILLS ROAD DISTRICT, OR WESTWOOD VILLAGE ROAD DISTRICT, OR WHEELER S.W.C.D., OR WHITE RIVER HEALTH DISTRICT, OR WIARD MEMORIAL PARK DISTRICT, OR WICKIUP WATER DISTRICT, OR WILLAKENZIE R.F.P.D., OR WILLAMALANE PARK & RECREATION DISTRICT, OR WILLAMALANE PARK AND RECREATION DISTRICT WILLAMETTE HUMANE SOCIETY WILLAMETTE RIVER WATER COALITION, OR WILLIAMS R.F.P.D., OR WILLOW CREEK PARK DISTRICT, OR WILLOW DALE WATER DISTRICT, OR WILSON RIVER WATER DISTRICT, OR WINCHESTER BAY R.F.P.D., OR WINCHESTER BAY SANITARY DISTRICT, OR WINCHUCK R.F.P.D., OR WINSTON-DILLARD R.F.P.D., OR WINSTON-DILLARD WATER DISTRICT, OR WOLF CREEK R.F.P.D., OR WOOD RIVER DISTRICT IMPROVEMENT COMPANY, OR WOODBURN R.F.P.D. NO. 6, OR WOODLAND PARK SPECIAL ROAD DISTRICT, OR WOODS ROAD DISTRICT, OR WRIGHT CREEK ROAD WATER IMPROVEMENT DISTRICT, OR WY'EAST FIRE DISTRICT, OR YACHATS R.F.P.D., OR YAMHILL COUNTY TRANSIT AREA, OR YAMHILL FIRE PROTECTION DISTRICT, OR YAMHILL SWCD, OR YONCALLA PARK & RECREATION DISTRICT, OR YOUNGS RIVER-LEWIS & CLARK WATER DISTRICT, OR ZUMWALT R.F.P.D., OR K-12 INCLUDING BUT NOT LIMITED TO: ACADIA PARISH SCHOOL BOARD BEAVERTON SCHOOL DISTRICT BEND-LA PINE SCHOOL DISTRICT BOGALUSA HIGH SCHOOL, LA BOSSIER PARISH SCHOOL BOARD BROOKING HARBOR SCHOOL DISTRICT CADDO PARISH SCHOOL DISTRICT CALCASIEU PARISH SCHOOL DISTRICT CANBY SCHOOL DISTRICT CANYONVILLE CHRISTIAN ACADEMY CASCADE SCHOOL DISTRICT CASCADES ACADEMY OF CENTRAL OREGON CENTENNIAL SCHOOL DISTRICT CENTRAL CATHOLIC HIGH SCHOOL CENTRAL POINT SCHOOL DISTRICT NO.6 CENTRAL SCHOOL DISTRICT 13J COOS BAY SCHOOL DISTRICT NO.9 CORVALLIS SCHOOL DISTRICT 509J COUNTY OF YAMHILL SCHOOL DISTRICT 29 CULVER SCHOOL DISTRICT DALLAS SCHOOL DISTRICT NO.2 DAVID DOUGLAS SCHOOL DISTRICT DAYTON SCHOOL DISTRICT NO.8 DE LA SALLE N CATHOLIC HS Requirements for National Cooperative Contract Page 79 of 55 DESCHUTES COUNTY SCHOOL DISTRICT NO.6 DOUGLAS EDUCATIONAL DISTRICT SERVICE DUFUR SCHOOL DISTRICT NO.29 EAST BATON ROUGE PARISH SCHOOL DISTRICT ESTACADA SCHOOL DISTRICT NO.10B FOREST GROVE SCHOOL DISTRICT GEORGE MIDDLE SCHOOL GLADSTONE SCHOOL DISTRICT GRANTS PASS SCHOOL DISTRICT 7 GREATER ALBANY PUBLIC SCHOOL DISTRICT GRESHAM BARLOW JOINT SCHOOL DISTRICT HEAD START OF LANE COUNTY HIGH DESERT EDUCATION SERVICE DISTRICT HILLSBORO SCHOOL DISTRICT HOOD RIVER COUNTY SCHOOL DISTRICT JACKSON CO SCHOOL DIST NO.9 JEFFERSON COUNTY SCHOOL DISTRICT 509-J JEFFERSON PARISH SCHOOL DISTRICT JEFFERSON SCHOOL DISTRICT JUNCTION CITY SCHOOLS, OR KLAMATH COUNTY SCHOOL DISTRICT KLAMATH FALLS CITY SCHOOLS LAFAYETTE PARISH SCHOOL DISTRICT LAKE OSWEGO SCHOOL DISTRICT 7J LANE COUNTY SCHOOL DISTRICT 4J LINCOLN COUNTY SCHOOL DISTRICT LINN CO. SCHOOL DIST. 95C LIVINGSTON PARISH SCHOOL DISTRICT LOST RIVER JR/SR HIGH SCHOOL LOWELL SCHOOL DISTRICT NO.71 MARION COUNTY SCHOOL DISTRICT MARION COUNTY SCHOOL DISTRICT 103 MARIST HIGH SCHOOL, OR MCMINNVILLE SCHOOL DISTRICT NOAO MEDFORD SCHOOL DISTRICT 549C MITCH CHARTER SCHOOL MONROE SCHOOL DISTRICT NO.1J MORROW COUNTY SCHOOL DIST, OR MULTNOMAH EDUCATION SERVICE DISTRICT MULTISENSORY LEARNING ACADEMY MYRTLE PINT SCHOOL DISTRICT 41 NEAH-KAH-NIE DISTRICT NO.56 NEWBERG PUBLIC SCHOOLS NESTUCCA VALLEY SCHOOL DISTRICT NO.101 NOBEL LEARNING COMMUNITIES NORTH BEND SCHOOL DISTRICT 13 NORTH CLACKAMAS SCHOOL DISTRICT NORTH DOUGLAS SCHOOL DISTRICT NORTH WASCO CITY SCHOOL DISTRICT 21 NORTHWEST REGIONAL EDUCATION SERVICE DISTRICT ONTARIO MIDDLE SCHOOL OREGON TRAIL SCHOOL DISTRICT NOA6 ORLEANS PARISH SCHOOL DISTRICT PHOENIX-TALENT SCHOOL DISTRICT NOA PLEASANT HILL SCHOOL DISTRICT PORTLAND JEWISH ACADEMY PORTLAND PUBLIC SCHOOLS RAPIDES PARISH SCHOOL DISTRICT REDMOND SCHOOL DISTRICT REYNOLDS SCHOOL DISTRICT ROGUE RIVER SCHOOL DISTRICT ROSEBURG PUBLIC SCHOOLS SCAPPOOSE SCHOOL DISTRICT 1J SAINT TAMMANY PARISH SCHOOL BOARD, LA SEASIDE SCHOOL DISTRICT 10 Requirements for National Cooperative Contract Page 80 of 55 SHERWOOD SCHOOL DISTRICT 88J SILVER FALLS SCHOOL DISTRICT 4J SOUTH LANE SCHOOL DISTRICT 45J3 SOUTHERN OREGON EDUCATION SERVICE DISTRICT SPRINGFIELD PUBLIC SCHOOLS SUTHERLIN SCHOOL DISTRICT SW EET HOME SCHOOL DISTRICT NO.55 TERREBONNE PARISH SCHOOL DISTRICT THE CATLIN GABEL SCHOOL TIGARD-TUALATIN SCHOOL DISTRICT UMATILLA MORROW ESD WEST LINN WILSONVILLE SCHOOL DISTRICT WILLAMETTE EDUCATION SERVICE DISTRICT WOODBURN SCHOOL DISTRICT YONCALLA SCHOOL DISTRICT ACADEMY FOR MATH ENGINEERING & SCIENCE (AMES), UT ALIANZA ACADEMY, UT ALPINE DISTRICT, UT AMERICAN LEADERSHIP ACADEMY, UT AMERICAN PREPARATORY ACADEMY, UT BAER CANYON HIGH SCHOOL FOR SPORTS & MEDICAL SCIENCES, UT BEAR RIVER CHARTER SCHOOL, UT BEAVER SCHOOL DISTRICT, UT BEEHIVE SCIENCE & TECHNOLOGY ACADEMY (BSTA) , UT BOX ELDER SCHOOL DISTRICT, UT CBA CENTER, UT CACHE SCHOOL DISTRICT, UT CANYON RIM ACADEMY, UT CANYONS DISTRICT, UT CARBON SCHOOL DISTRICT, UT CHANNING HALL, UT CHARTER SCHOOL LEWIS ACADEMY, UT CITY ACADEMY, UT DAGGETT SCHOOL DISTRICT, UT DAVINCI ACADEMY, UT DAVIS DISTRICT, UT DUAL IMMERSION ACADEMY, UT DUCHESNE SCHOOL DISTRICT, UT EARLY LIGHT ACADEMY AT DAYBREAK, UT EAST HOLLYWOOD HIGH, UT EDITH BOWEN LABORATORY SCHOOL, UT EMERSON ALCOTT ACADEMY, UT EMERY SCHOOL DISTRICT, UT ENTHEOS ACADEMY, UT EXCELSIOR ACADEMY, UT FAST FORWARD HIGH, UT FREEDOM ACADEMY, UT GARFIELD SCHOOL DISTRICT, UT GATEWAY PREPARATORY ACADEMY, UT GEORGE WASHINGTON ACADEMY, UT GOOD FOUNDATION ACADEMY, UT GRAND SCHOOL DISTRICT, UT GRANITE DISTRICT, UT GUADALUPE SCHOOL, UT HAWTHORN ACADEMY, UT INTECH COLLEGIATE HIGH SCHOOL, UT IRON SCHOOL DISTRICT, UT ITINERIS EARLY COLLEGE HIGH, UT JOHN HANCOCK CHARTER SCHOOL, UT JORDAN DISTRICT, UT JUAB SCHOOL DISTRICT, UT KANE SCHOOL DISTRICT, UT KARL G MAESER PREPARATORY ACADEMY, UT LAKEVIEW ACADEMY, UT LEGACY PREPARATORY ACADEMY, UT Requirements for National Cooperative Contract Page 81 of 55 LIBERTY ACADEMY, UT LINCOLN ACADEMY, UT LOGAN SCHOOL DISTRICT, UT MARIA MONTESSORI ACADEMY, UT MERIT COLLEGE PREPARATORY ACADEMY, UT MILLARD SCHOOL DISTRICT, UT MOAB CHARTER SCHOOL, UT MONTICELLO ACADEMY, UT MORGAN SCHOOL DISTRICT, UT MOUNTAINVILLE ACADEMY, UT MURRAY SCHOOL DISTRICT, UT NAVIGATOR POINTE ACADEMY, UT NEBO SCHOOL DISTRICT, UT NO UT ACAD FOR MATH ENGINEERING & SCIENCE (NUAMES), UT NOAH WEBSTER ACADEMY, UT NORTH DAVIS PREPARATORY ACADEMY, UT NORTH SANPETE SCHOOL DISTRICT, UT NORTH STAR ACADEMY, UT NORTH SUMMIT SCHOOL DISTRICT, UT ODYSSEY CHARTER SCHOOL, UT OGDEN PREPARATORY ACADEMY, UT OGDEN SCHOOL DISTRICT, UT OPEN CLASSROOM, UT OPEN HIGH SCHOOL OF UTAH, UT OQUIRRH MOUNTAIN CHARTER SCHOOL, UT PARADIGM HIGH SCHOOL, UT PARK CITY SCHOOL DISTRICT, UT PINNACLE CANYON ACADEMY, UT PIUTE SCHOOL DISTRICT, UT PROVIDENCE HALL, UT PROVO SCHOOL DISTRICT, UT QUAIL RUN PRIMARY SCHOOL, UT QUEST ACADEMY, UT RANCHES ACADEMY, UT REAGAN ACADEMY, UT RENAISSANCE ACADEMY, UT RICH SCHOOL DISTRICT, UT ROCKWELL CHARTER HIGH SCHOOL, UT SALT LAKE ARTS ACADEMY, UT SALT LAKE CENTER FOR SCIENCE EDUCATION, UT SALT LAKE SCHOOL DISTRICT, UT SALT LAKE SCHOOL FOR THE PERFORMING ARTS, UT SAN JUAN SCHOOL DISTRICT, UT SEVIER SCHOOL DISTRICT, UT SOLDIER HOLLOW CHARTER SCHOOL, UT SOUTH SANPETE SCHOOL DISTRICT, UT SOUTH SUMMIT SCHOOL DISTRICT, UT SPECTRUM ACADEMY, UT SUCCESS ACADEMY, UT SUCCESS SCHOOL, UT SUMMIT ACADEMY, UT SUMMIT ACADEMY HIGH SCHOOL, UT SYRACUSE ARTS ACADEMY, UT THOMAS EDISON - NORTH, UT TIMPANOGOS ACADEMY, UT TINTIC SCHOOL DISTRICT, UT TOOELE SCHOOL DISTRICT, UT TUACAHN HIGH SCHOOL FOR THE PERFORMING ARTS, UT UINTAH RIVER HIGH, UT UINTAH SCHOOL DISTRICT, UT UTAH CONNECTIONS ACADEMY, UT UTAH COUNTY ACADEMY OF SCIENCE, UT UTAH ELECTRONIC HIGH SCHOOL, UT UTAH SCHOOLS FOR DEAF & BLIND, UT UTAH STATE OFFICE OF EDUCATION, UT Requirements for National Cooperative Contract Page 82 of 55 UTAH VIRTUAL ACADEMY, UT VENTURE ACADEMY, UT VISTA AT ENTRADA SCHOOL OF PERFORMING ARTS AND TECHNOLOGY, UT WALDEN SCHOOL OF LIBERAL ARTS, UT WASATCH PEAK ACADEMY, UT WASATCH SCHOOL DISTRICT, UT WASHINGTON SCHOOL DISTRICT, UT WAYNE SCHOOL DISTRICT, UT WEBER SCHOOL DISTRICT, UT WEILENMANN SCHOOL OF DISCOVERY, UT HIGHER EDUCATION ARGOSY UNIVERSITY BATON ROUGE COMMUNITY COLLEGE, LA BIRTHINGWAY COLLEGE OF MIDWIFERY BLUE MOUNTAIN COMMUNITY COLLEGE BRIGHAM YOUNG UNIVERSITY - HAWAII CENTRAL OREGON COMMUNITY COLLEGE CENTENARY COLLEGE OF LOUISIANA CHEMEKETA COMMUNITY COLLEGE CLACKAMAS COMMUNITY COLLEGE COLLEGE OF THE MARSHALL ISLANDS COLUMBIA GORGE COMMUNITY COLLEGE CONCORDIA UNIVERSITY GEORGE FOX UNIVERSITY KLAMATH COMMUNITY COLLEGE DISTRICT LANE COMMUNITY COLLEGE LEWIS AND CLARK COLLEGE LINFIELD COLLEGE LINN-BENTON COMMUNITY COLLEGE LOUISIANA COLLEGE, LA LOUISIANA STATE UNIVERSITY LOUISIANA STATE UNIVERSITY HEALTH SERVICES MARYLHURST UNIVERSITY MT. HOOD COMMUNITY COLLEGE MULTNOMAH BIBLE COLLEGE NATIONAL COLLEGE OF NATURAL MEDICINE NORTHWEST CHRISTIAN COLLEGE OREGON HEALTH AND SCIENCE UNIVERSITY OREGON INSTITUTE OF TECHNOLOGY OREGON STATE UNIVERSITY OREGON UNIVERSITY SYSTEM PACIFIC UNIVERSITY PIONEER PACIFIC COLLEGE PORTLAND COMMUNITY COLLEGE PORTLAND STATE UNIVERSITY REED COLLEGE RESEARCH CORPORATION OF THE UNIVERSITY OF HAWAII ROGUE COMMUNITY COLLEGE SOUTHEASTERN LOUISIANA UNIVERSITY SOUTHERN OREGON UNIVERSITY (OREGON UNIVERSITY SYSTEM) SOUTHWESTERN OREGON COMMUNITY COLLEGE TULANE UNIVERSITY TILLAMOOK BAY COMMUNITY COLLEGE UMPQUA COMMUNITY COLLEGE UNIVERSITY OF HAWAII BOARD OF REGENTS UNIVERSITY OF HAWAII-HONOLULU COMMUNITY COLLEGE UNIVERSITY OF OREGON-GRADUATE SCHOOL UNIVERSITY OF PORTLAND UNIVERSITY OF NEW ORLEANS WESTERN OREGON UNIVERSITY WESTERN STATES CHIROPRACTIC COLLEGE WILLAMETTE UNIVERSITY XAVIER UNIVERSITY UTAH SYSTEM OF HIGHER EDUCATION, UT Requirements for National Cooperative Contract Page 83 of 55 UNIVERSITY OF UTAH, UT UTAH STATE UNIVERSITY, UT WEBER STATE UNIVERSITY, UT SOUTHERN UTAH UNIVERSITY, UT SNOW COLLEGE, UT DIXIE STATE COLLEGE, UT COLLEGE OF EASTERN UTAH, UT UTAH VALLEY UNIVERSITY, UT SALT LAKE COMMUNITY COLLEGE, UT UTAH COLLEGE OF APPLIED TECHNOLOGY, UT STATE AGENCIES ADMIN. SERVICES OFFICE BOARD OF MEDICAL EXAMINERS HAWAII CHILD SUPPORT ENFORCEMENT AGENCY HAWAII DEPARTMENT OF TRANSPORTATION HAWAII HEALTH SYSTEMS CORPORATION OFFICE OF MEDICAL ASSISTANCE PROGRAMS OFFICE OF THE STATE TREASURER OREGON BOARD OF ARCHITECTS OREGON CHILD DEVELOPMENT COALITION OREGON DEPARTMENT OF EDUCATION OREGON DEPARTMENT OF FORESTRY OREGON DEPT OF TRANSPORTATION OREGON DEPT. OF EDUCATION OREGON LOTTERY OREGON OFFICE OF ENERGY OREGON STATE BOARD OF NURSING OREGON STATE DEPT OF CORRECTIONS OREGON STATE POLICE OREGON TOURISM COMMISSION OREGON TRAVEL INFORMATION COUNCIL SANTIAM CANYON COMMUNICATION CENTER SEIU LOCAL 503, OPEU SOH- JUDICIARY CONTRACTS AND PURCH STATE DEPARTMENT OF DEFENSE, STATE OF HAWAII STATE OF HAWAII STATE OF HAWAII, DEPT. OF EDUCATION STATE OF LOUISIANA STATE OF LOUISIANA DEPT. OF EDUCATION STATE OF LOUISIANA, 26 JUDICIAL DISTRICT ATTORNEY STATE OF UTAH City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-114 Agenda Date:1/19/2023 Agenda #: 1.-G. REPORT TO THE CITY COUNCIL FROM:BRIAN BARR, Director General Services Department SUBJECT Approve a lease agreement between the City of Fresno and Bericon Partners, LLC, a California limited liability company, to lease office space in amount of $69,561.60 annually in rent payments for three years, totaling $208,684.80 in rent plus the cost of utilities RECOMMENDATION Staff recommends Council authorize the Director of General Services to renew a lease agreement with Bericon Partners, LLC, to lease office space located at 5051-5059 East McKinley Avenue in Fresno for the total rent amount of $208,684.80 plus the City’s proportionate share of utility costs. EXECUTIVE SUMMARY The City seeks to renew an existing lease agreement with Bericon Partners, LLC, for 7,246 square feet of office space located at 5051-5059 East McKinley Avenue in Fresno. The term of the proposed lease shall be three years ending June 30, 2025. The proposed negotiated lease rate is $0.80 per square foot ($5,769.80 per month) for rent and shall remain flat through the end of the term. In addition to the monthly rent due, the City shall also pay its proportionate share of utilities costs. Depending upon the season, utility costs range from approximately $2,500 to $5,000 per month. BACKGROUND Since 1977, the City has leased office space located at 5051-5059 East McKinley Avenue. The City is seeking to renew its lease agreement for 7,246 square feet of office space with an effective term of July 1, 2022, through June 30, 2025. The proposed negotiated lease rate is $0.80 per square foot ($5,796.80 per month) for rent and shall remain flat through the end of the term. The lease rate is a net decrease from the prior lease agreement term of $0.85 per square foot ($6,195.02 per month). In addition to the monthly rent due, the City shall also pay its proportionate share of utilities costs for City of Fresno Printed on 1/19/2023Page 1 of 2 powered by Legistar™ 01-19-2023 MA / GB 7-0 File #:ID 23-114 Agenda Date:1/19/2023 Agenda #: 1.-G. electricity, natural gas, water, garbage, and sewer services. The City’s share of utility costs is proportionate to the square footage of the leased office space to the total rentable square footage of the property. Depending upon the season, utility costs range from approximately $2,500 to $5,000 per month. After the first full year of occupancy, the lease may be terminated by the City, without cause at any time, with a 180-day prior written notice. The lease agreement also includes a non-appropriations termination clause which allows the City to terminate the lease with a 90-day prior written notice, should funding not be approved in the annual adopted budget. The lease agreement has been reviewed and approved by the City Attorney’s Office. 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 was not considered because this item does not include a bid or award of a construction or service contract. FISCAL IMPACT The lease payments have been included in the adopted FY2023 General Fund budget. Funding for future years will be included in the appropriate fiscal year’s budget subject to Council approval. Attachment: Lease Agreement City of Fresno Printed on 1/19/2023Page 2 of 2 powered by Legistar™ IN WITNESS WHEREOF, the parties have caused this LEASE to be executed by their authorized representatives as of the date first above written. LESSOR: BERICON PARTNERS, LLC. A California limited liability ::m �g� Ronald Stover, Member LESSEE: CITY OF FRESNO A municipal corporation By: ____________ _ Brian Barr, Director of General Services ATTEST: City Clerk By: ------------- APPROVED AS TO FORM: City Attorney By: ____________ _ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-87 Agenda Date:1/19/2023 Agenda #: 1.-H. REPORT TO THE CITY COUNCIL FROM:AARON A. AGUIRRE, Director Parks, After School, Recreation and Community Services Department ALDI RAMIREZ, Assistant Director Parks, After School, Recreation and Community Services Department BY:SHELBY MACNAB, Business Manager Parks, After School, Recreation and Community Services Department SUBJECT ***RESOLUTION - Authorizing a Grant Application Totaling up to $250,000 to the California Office of Traffic Safety (CA OTS) to Fund Bicycle and Pedestrian Safety Programming and Authorizing the Execution of Related Documents by the Parks, After School, Recreation and Community Services (PARCS) Department Director or Designee. (Subject to Mayor’s Veto) (Citywide) RECOMMENDATION Staff recommend Council authorize a grant application totaling up to $250,000 to the CA OTS for bicycle and pedestrian safety programming and authorize the execution of related documents by the PARCS Director or designee. EXECUTIVE SUMMARY Staff is requesting authority to submit a grant application totaling up to $250,000 to the CA OTS for bicycle and pedestrian safety programming. Grant applications are due on January 31, 2023. PARCS currently offers safety programming funded by OTS and has received OTS grant funding since 2017. BACKGROUND Bicycle and pedestrian safety education has been identified as an important safety strategy in the City of Fresno Active Transportation Plan (2017). Safety education has also been identified as a priority by the City of Fresno Bicycle and Pedestrian Advisory Commission. The PARCS Department annually seeks Federal grant funding from CA OTS to support bicycle and pedestrian safety education efforts which include educational booths, bicycle safety clinics or “bike rodeos”, after school activities and community events. In December 2022, the California OTS released a grant solicitation for the period from October 1, 2023 through September 30, 2024. Grant applications are due on January 31st, 2023. City of Fresno Printed on 1/13/2023Page 1 of 2 powered by Legistar™ 01-19-2023 GB / LC 6-0 with MK absent. Approved on Consent. R. 2023-009 File #:ID 23-87 Agenda Date:1/19/2023 Agenda #: 1.-H. Staff are requesting authority to submit a grant application totaling up to $250,000 for personnel, training and materials costs.In addition to staffing,supplies and materials written into the grant application will include 80 crossing guard kits for local schools,an educational display,as well as 800 helmets,200 safety lights,1,000 reflectors and 1,000 reflective bands to be distributed to the community.Last grant cycle the PARCS Department provided 20 crossing guard kits to local schools, as well as 694 helmets and 192 safety lights to the community. The City Attorney’s Office has reviewed and approved this 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 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 1/13/2023Page 2 of 2 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-105 Agenda Date:1/19/2023 Agenda #:1.-I. REPORT TO THE CITY COUNCIL FROM:JENNIFER CLARK, Director Planning and Development Department BY:CASEY LAUDERDALE, Supervising Planner Planning and Development Department SUBJECT ***RESOLUTION - Authorizing and directing submission of an application for funding under the State of California Regional Early Action Planning Grants of 2021 (REAP 2.0) Higher Impact Transformative (HIT) Allocation for $10,000,000 for water/wastewater infrastructure improvements near the future High Speed Rail station (Subject to Mayor’s veto) RECOMMENDATION Staff recommends approval of a resolution authorizing and directing the submission of an application for funding under the State of California Regional Early Action Planning Grants of 2021 (REAP 2.0) Higher Impact Transformative (HIT) Allocation for $10,000,000 for water/wastewater infrastructure improvements near the future High Speed Rail station. EXECUTIVE SUMMARY In order to meet the projected housing development called for by the Fulton Corridor Specific Plan (2016) and to establish a vibrant, transit-oriented neighborhood near the future High-Speed Rail (HSR) station, important upgrades are needed to the area’s water and wastewater infrastructure. The total cost is estimated at $25,060,000. The REAP 2.0 grant allows the City to apply for up to $10,000,000 to assist with infrastructure upgrades that support housing development and reduced Vehicle Miles Traveled (VMT). BACKGROUND High-Speed Rail Station Area Planning The proposal to use grant funding to upgrade infrastructure near the HSR Station helps to implement multiple Plans: ·Fresno General Plan (adopted 2014). Directs the City to capitalize on High-Speed Rail to bring City of Fresno Printed on 1/13/2023Page 1 of 3 powered by Legistar™ 01-19-2023 GB / LC 6-0 with MK absent. Approved on Consent R. 2023-010 File #:ID 23-105 Agenda Date:1/19/2023 Agenda #:1.-I. additional vitality to the downtown neighborhoods, with higher density development to be allowed near the Station. ·Fresno Station Area Master Plan (completed 2018). Envisions the development of the Station Area to be a vibrant hub of housing, retail, entertainment, and public space with equitable benefits to all neighborhoods around the Station. ·Fulton Corridor Specific Plan (adopted 2016). Emphasizes the need for more investment in Chinatown and for more development of residential, office, and retail uses near the HSR Station. The Fulton Corridor Specific Plan estimates that an additional 3,000 housing units will be developed within the environs of the future High Speed Rail Station (see Attachment 1: Map of Station Area with Fulton Corridor Specific Plan Subareas). However, achieving new housing units at a scale needed to support a vibrant, transit-oriented neighborhood will be stymied until the area’s water and wastewater infrastructure is upgraded. The cost of making these upgrades (a sum of approximately $25,060,000) is a difficult barrier to overcome on a project-by-project basis. State of California REAP 2.0 HIT Allocation Grant The State of California Department of Housing and Community Development (HCD) released a Notice of Funding Availability (NOFA) on November 9, 2022 for its Regional Early Action Planning Grants of 2021 (REAP 2.0) Higher Impact Transformative (HIT) Allocation program. Up to $10,000,000 may be received via a competitive application process. Grant activities must meet the program goals of A) Accelerating Infill Development that Facilitates Housing Supply, Choice, and Affordability, B) Affirmatively Furthering Fair Housing (AFFH), and C) Reducing VMT. The City is applying to the REAP 2.0 HIT grant to complete the following activities: 1)Conduct a detailed hydraulic analysis of the planned water demands and sewer flows through the area with the planned high-density developments; 2)Design the necessary water and sewer facilities to support planned growth based on the hydraulic analysis; and 3)Upgrade existing water and sewer facilities through a mixture of rehabilitating existing pipelines where appropriate and replacing others with upsized pipelines to provide the necessary capacity. Through these activities, the City will have provided the necessary infrastructure to support new housing growth in a walkable, transit-connected downtown in a manner that furthers both housing and transportation choice. Application Process and Timeline The NOFA for the REAP 2.0 HIT Allocation was released on November 9, 2022. Due to the short turn -around time available to eligible entities, HCD was able to extend the deadline to receive the executed authorizing resolution to February 15, 2023. However, due to statute, HCD was not able to extend the deadline for the application itself. The application was thus due on December 31, 2022. Staff submitted the application on December 30, 2022 prior to the deadline. Although the application was submitted, it will not be considered complete until the City sends an executed authorizing resolution. City of Fresno Printed on 1/13/2023Page 2 of 3 powered by Legistar™ File #:ID 23-105 Agenda Date:1/19/2023 Agenda #:1.-I. According to HCD’s timeline, the State anticipates sending Award Letters to Selected Applicants by Summer of 2023. ENVIRONMENTAL FINDINGS The adoption of this resolution is not a project pursuant to CEQA Guidelines Section 15378. LOCAL PREFERENCE N/A - this resolution authorizes the submission of a grant application. No procurement is included with this action. FISCAL IMPACT The adoption of the resolution itself does not have any fiscal impacts, however, if awarded the grant, the City will need to source any additional funding required to complete the cost of infrastructure upgrades. If the City is awarded the full amount of $10,000,000, the estimated additional funding needed is $15,060,000. Attachments: 1.Submitted REAP 2.0 HIT Application 2.Map of Station Area with Fulton Corridor Specific Plan Subareas 3.Map of Station Area with Water Systems 4.Map of Station Area with Sewer Systems 5.Map of Station Area with Income 6.Map of Station Area with Pollution Burden 7.Resolution (clean) 8.Resolution (redline) City of Fresno Printed on 1/13/2023Page 3 of 3 powered by Legistar™ Regional Early Action Planning Grants of 2021 (REAP 2.0) Full Application for the Higher Impact Transformative (HIT) Allocation State of California Governor Gavin Newsom A complete, signed, original application. A fully executed resolution authorizing application for, and receipt of, REAP 2.0 funds (template available as a download on REAP 2.0 webpage) A fully executed Government Taxpayer ID Form (available as a download on REAP 2.0 webpage) Sample invoice for grant amount (template available as a download on REAP 2.0 webpage) Any additional applicable supporting documentation, as needed (e.g., scope of work, project timeline, etc.) Pursuant to Section 301 of the REAP 2.0 Guidelines, in order to be considered for funding, all applicants must submit a complete, signed application to REAP2021@hcd.ca.gov by December 31, 2022 with the following documentation: REAP 2.0 Application Packaging Instructions The applicant is applying to the Department of Housing and Community Development (Department) for a grant authorized under the Regional Early Action Planning Grants of 2021 (REAP 2.0) provisions pursuant to Health and Safety Code Sections 50515.06 through 50515.10. The REAP 2.0 Higher Impact Transformative (HIT) Allocation is intended to make funding available to regional entities including Metropolitan Planning Organizations (MPOs), rural counties, and tribal entities on a competitive basis to support novel, unique or innovative approaches that are scalable and that further REAP 2.0’s Goals and Objectives. REAP 2.0 makes funding available to meet the state’s Housing and equity goals, reduce Vehicle Miles Traveled (VMT) Per Capita, and advance implementation of the region’s Sustainable Communities Strategy (SCS) or Alternative Planning Strategy, as applicable. Please refer to the REAP 2.0 Notice of Funding Availability (NOFA) and HIT Program Guidelines for detailed information on eligible activities, applicants, and awards. If you have questions regarding this application or REAP 2.0, email REAP2021@hcd.ca.gov. If approved for funding, the REAP 2.0 application is incorporated as part of your Standard Agreement with the Department. To be considered for funding, all sections of this application, including attachments and exhibits if required, must be complete and accurate. REAP Amount Other Non-REAP Amounts Total Amount Total budget for all Proposed Uses:#REF! #REF! #REF!#REF! Activity Type Activity No.Activity Title REAP Amount Other Non-REAP Amounts Total Amount Proposed Use 1 Upgrade Water and Wastewater Infrastructure in High Speed Rail Station Area $ 10,000,000.00 $ 15,060,000.00 $ 25,060,000.00 Subtask 1.1 Project Startup and Grant Administration $ 10,000.00 $ 10,000.00 Subtask 1.2 Engineering Design and Bidding $ 1,000,000.00 $ 1,000,000.00 Subtask 1.3 Construction $ 9,000,000.00 $ 15,000,000.00 $ 24,000,000.00 Subtask 1.4 Project Closeout $ 50,000.00 $ 50,000.00 FALSE FALSE FALSE FALSE FALSE Proposed Use 2 #REF! #REF! #REF! #REF!#REF! #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. Proposed Use 3 #REF! #REF! #REF! #REF!#REF! #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. Proposed Use 4 #REF! #REF! #REF! #REF!#REF! #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. B. Application Budget Overview Health & Safety Code 50515.08(c)(1)(A) & Guidelines 301(A)(1-3) In the space below, provide a high-level proposal description summary for the REAP 2.0 program proposal (500 word limit). Our proposal is to rehabilitate and upgrade water and sewer infrastructure to support increased housing density near the future High Speed Rail (HSR) Station in downtown Fresno. The improvements will accelerate infill development that will provide greater housing supply, choice, and affordability. Nearly a century ago, the majority of the City of Fresno (City) population lived in or near downtown. However, with the spike in growth following the second world war primarily through the construction of single-family homes and commuting through personal vehicles, the population began to abandon the downtown in favor of neighborhoods on the edges. Following decades of a similar pattern of growth, the City now recognizes the need to create higher density neighborhoods centralized around services, job centers, and retail. While the City has started to emphasize infill development throughout the downtown, the development of the nation’s first HSR Station provides a major opportunity to make the City’s vision a reality. The HSR Station is located in the heart of the downtown, within walking distance to multiple governmental agencies, bus and rail transit centers, and entertainment venues. The City has already made attempts to redevelop the nearby area, such as with the construction of The Monarch, a four-story infill housing community with 57 units of quality, affordable housing, and approximately 4,700 square feet of mixed-use commercial space. However, further development is on pause due to the limits of the water and sewer infrastructure. Current water and sewer infrastructure in the area is significantly aged and was designed to support lower density housing. Before any additional housing developments can be initiated, the City must first: (1)Conduct a detailed hydraulic analysis of the planned water demands and sewer flows through the area with the planned high-density developments (2)Design the necessary water and sewer facilities to support planned growth based on the hydraulic analysis (3)Upgrade existing water and sewer facilities through a mixture of rehabilitating existing pipelines where appropriate and replacing others with upsized pipelines to provide the necessary capacity With appropriate water and sewer facilities in place, the City can proceed with planned development around the future HSR Station. Following execution of this project, the City will jumpstart the production of infill housing at capacities that help balance supply and demand to increase affordability. The resulting water and sewer facility improvements and infill housing will act as investments for underserved neighborhoods, including formerly redlined neighborhoods. Furthermore, the proximity of future housing to the City’s primary bus and rail transit centers, major job corridors, and retail, residents can thrive without needing a car, thereby reducing vehicle miles traveled. Unfortunately with 23% of households living in poverty and the great majority below the California median income level the City is challenged financially to Note: This tab will autopopulate using your responses under the "Proposed Use" tabs. Do not type your responses directly into this tab. #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. #REF! #REF! #REF! #REF! #REF! #REF!See Proposed Use tab. Proposed Use 5 #REF! #REF! #REF! #REF!#REF! c. Geographic Equity d. Appropriate blends of planning and implementation activities Our proposal is to invest in infrastructure upgrades that are needed to increase housing capacity near the future High Speed Rail station in downtown Fresno. Current infrastructure is not able to handle the capacity that is envisioned for the area and this serves as a barrier to creating the nation's first High Speed Rail Neighborhood. This proposal is based on several planning efforts that involved significant community outreach, including the Station Area Master Plan, the Downtown Neighborhoods Community Plan, and the Fulton Corridor Specific Plan. Through each of these focused plans as well as the City's General Plan, there is support to add transit-connected housing to Downtown, to transform it into a vibrant job hub and entertainment center, while incorporating all the everyday amenities that are part of a complete neighborhood. Through this proposal we will achieve the production of infill housing at capacities that help balance supply and demand to increase affordability. It will also reduce housing construction costs, which can support lower costs to future residents. It will invest resources into underserved neighborhoods, including formerly redlined neighborhoods, and will help community vision beome reality. Finally, through the proximity of future housing to both the City's main bus hub and High Speed Rail, it will reduce VMT by helping to eliminate the C. Program Priorities Guidelines 301(A)(1) Use the space below to identify your program priorities. In your response, include the following: i. How each priority was determined by outreach ii. How priorities reflect and are consistent with: a. REAP 2.0 Goals and Objectives b. Inter- and Intra-regional coordination X X X X X X Proposed Use Details, Timeline, and Budget Activity Type Activity No. Activity Title Proposed Use 1 Upgrade Water and Wastewater Infrastructure in High Speed Rail Station Area Subtask 1.1 Project Startup and Grant Administration Subtask 1.2 Engineering Design and Bidding Subtask 1.3 Construction Subtask 1.4 Project Closeout Activity Type Activity No. Estimated Start Date Estimated End Date REAP 2.0 Amount Other Non-REAP 2.0 Amounts Total Amount Proposed Use 1 9/1/2023 3/30/2026 $ 10,000,000.00 $ 15,060,000.00 $ 25,060,000.00 Subtask 1.1 9/1/2023 11/30/2023 $ 10,000.00 $ 10,000.00 Subtask 1.2 12/1/2023 3/31/2024 $ 1,000,000.00 $ 1,000,000.00 Subtask 1.3 4/1/2024 12/31/2024 $ 9,000,000.00 $ 15,000,000.00 $ 24,000,000.00 Subtask 1.4 1/1/2025 12/31/2025 $ 50,000.00 $ 50,000.00 0 3/30/2026 FALSE 0 3/30/2026 FALSE 0 FALSE 0 FALSE 0 FALSE D. Threshold Requiriements - Proposed Use #1 HSC 50515.08(c)(1)(E) , HSC 50515.08(G), & Guidelines 203 Threshold Requirement C: The application shall reference one or more of the following categories of allowable uses of the funds (check one or more): Accelerating infill development that facilitates housing supply, choice, and affordability. Supporting residents through realizing multimodal communities. Threshold Requirement A and B: The application must reference all of the following categories of allowable uses of the funds (check one or more): Providing direct benefits for and within Disadvantaged and Historically Underserved Communities Improving place based strategies to encourage community revitilization that positively impact Disadvantaged and Historical Underserved Communities Reducing driving through shifting travel behavior. Increasing transit ridership Include high-level tasks, major sub-tasks (e.g. project milestones like construction groundbreaking, funds fully expended, etc.), REAP 2.0 budget amounts, beginning and end dates, and deliverables. For sub-tasks including Housing predevelopment costs, provide a schedule of actions including all steps necessary for project completion. Deliverables Notes Updgraded water and wastewater insfrastructure near the High Speed Rail Station Grant agreement adopted by the City Council detailing the City's financial contributions and commitment to completing the project (1) 30%, 60%, and 90% Design Plans and Specificaitons (2) 100% Construction Documents for Bidding (1) Updgrade water and sewer infrastructure Any reports and submittals as required by grant Question 2: Explain how the Proposed Use Use improves place-based strategies to positively impact Disadvantaged and Historically Underserved Communities and encourage community revitalization. Note: place-based strategies generally focus on investments in a strategic location to conserve and improve assets. Examples include but are not limited to: targeted investments in neighbhorhood revitalization, developing, preserving, or rehabilitating affordable housing, preventing displacement, and improving access to community amenities. [Threshold Requirement B] As demonstrated in the attached figure entitled, “Site Location and Income”, the project area is located entirely within census tracts with median annual household incomes below $37,000. Similarly, the census tracts within a 1.5-mile radius of the project area have median annual household incomes below $37,000. The High Speed Rail station is located in a neighborhood in downtown known as Chinatown, which is a historic cultural hub and settlement for people who came to Fresno from across the world, but who were not allowed to live on the other side of the tracks. In fact, before redlining and before Highway 99 devastated Chinatown, the railroad served as the longstanding dividing line. As a result of these multiple barriers, there has been significantly less investment in Chinatown and the nearby area than in other parts of the city. With the upgraded water and sewer infrastructure that will accelerate infill development and affordable housing, these underserved neighborhoods will get the benefits they’ve long been waiting for. As shown in the attached figures entitled “Water Mains by Diameter” and “Sewer Main by Diameter”, Chinatown has many vacant lots that can transform into mixed-use housing and retail opportunities. The City and community desire to work together to repair the fabric of this neighborhood and we must do so with the acknowledgement that the harm was due to past City and State decisions that caused this fabric to painfully tear in the first place. Thus, this grant is highly appropriate to re-seed that investment that back into Chinatown. Upgrading infrastructure in the High Speed Rail Station Area will serve to implement many place-based strategies that have come forward as a result of multiple planning efforts for Downtown. One such solution to emerge from those strategy sessions is The Monarch, a four-story infill housing community with 57 units of quality, affordable housing, and approximately 4,700 square feet of mixed-use commercial space. Recently constructed, families have already begun to move in. The City expects to Question 1: Explain how the Proposed Use directly benefits and is located in Disadvantaged and Historically Underserved Communities. [Threshold Requirement A] The Project Area is located entirely within the Plan Area for the Fulton Corridor Specific Plan (Specific Plan, see attached). The Specific Plan is the result of an intense public process which involved residents, business owners, and property owners of the Plan Area in a series of public meetings and a six-day, open, participatory Design Workshop. The evolution of this plan was based on extensive community input throughout all phases of planning. Key takeaway messages from the community as highlighted in the Specific Plan include: •“Revitalize Chinatown in conjunction with the proposed High-Speed Rail station” •"Infill Chinatown's many vacant lots with sensitively scaled, mixed-use, pedestrian-friendly buildings that accommodate a variety of uses." •"Prioritize adaptive reuse of Fresno's unique, older buildings, including those listed on the Local, State, and National historic registers." •"Infill vacant land rather than tearing down distinctive, older buildings or relocating businesses to the suburbs." •"Encourage the development of a dense combination of hotel, office, residential, and retail uses near the proposed HSR station." •“Establish F Street as Chinatown’s “Main Street,” a street that accommodates local serving shops and restaurants and provides a safe and pleasant environment for shoppers.” The vision the community has for the HSR Station Area is to serve both as a regional destination with retail and office uses while being a vibrant neighborhood with plentiful residential options. However, these visions of revitalization won’t occur without the water and sewer infrastructure to support it. Question 3: Explain how the Proposed Use advances all Program goals and objectives, meets the definition of a Transformative Planning or Implementation Activity, and provides a significant beneficial impact. [Threshold Requirement C] The City envisions greater infill development of both affordable and market rate housing in the Project Area; however, further development is impeded by deteriorating and undersized water and sewer infrastructure. Once improved, the City will be uninhibited from planning, permitting, and constructing housing projects that meet the Program goals and objectives and significant benefit the Historically Underserved and Disadvantaged Communities. More specific responses are provided below: Accelerating Infill Development that Facilitates Housing Supply, Choice, and Affordability – Water and sewer infrastructure investment allows additional housing development to become more feasible, adding much-needed housing supply to meet demand. The increased supply helps keep housing costs more affordable. Affirmatively Furthering Fair Housing (AFFH) – The City has already partnered with various developers to develop multiple affordable and market rate housing developments throughout the Project Area. The integration of both affordable and market rate units reduces economic segregation encourages diversity amongst our community members. The City plans to continue that model should the water and sewer infrastructure be improved to further such development. Reducing VMT – The Project Area is centered around the High-Speed Rail Station, borders the Fresno Area Express Transit Center (i.e. buses), and contains more and more retail. The growing densification has brought more amenities, allowing residents to operate more independently without cars or abandon them altogether. To achieve further densification through additional infill housing projects, the water and sewer infrastructure must first be upgraded. Furthermore, the Proposed Use meets the definition of a Transformative Planning or Implementation Activity: Question 4: Significant beneficial impacts must lead to substantial changes in land use patterns and travel behaviors. Explain how the Proposed Use effects: rates of change (e.g., percent increase over a baseline), the magnitude of impact relative to reasonable variables or applicable targets, the effects on meeting or achieving a proportion of need or needs, or the differences in effects or outcomes relative to past trends, policies, and practices. [Threshold Requirement C] The City of Fresno anticipates approximately 3,000 new housing units to be constructed in the HSR Station environs, either through the construction of new infill housing developments or through the adaptive reuse of historic buildings in the downtown that have sat vacant for decades. To be more precise, the majority of new housing developments would occur in the Chinatown neighborhood, which is located on the West side of the Project area. Vacant lots are visible in the attached figures entitled, “Water Mains by Diameter” and “Sewer Main by Diameter”. The majority of the adaptive reuse projects are on the East side of the Project area. The combined effect of the two housing approaches will transform the land use in the downtown from primarily medium to low density residential or commercial property to higher density mixed residential-commercial. The Proposed Use would lead to the following impacts: Rate of Change – No further developments beyond those currently planned are in the pipeline due to the limitations of the water and sewer infrastructure. Therefore, anticipated rate of change without the Proposed Use will be 0%. The population of the downtown will approximately triple by 2035 with the planned housing development, assuming the proper water and sewer infrastructure is installed, representing a growth rate of approximately 8.8%. Magnitude of impact relative to reasonable variables or applicable targets – As stated previously, the City is anticipating 3,000 new housing units in the HSR Station environs by 2035, the majority of which is located in the Project Area. To achieve that project goal, approximately 230 new units would need to be constructed each year. Again, to achieve such ambitious growth, the proper water and sewer facilities much first be in place. Effects on meeting or achieving a proportion of need or needs –The additional of both market rate and affordable housing will greatly alleviate the housing burden on a Question 5 [Only fill out if applicable]: If Proposed Uses combine eligible uses with other non-REAP 2.0 efforts, including planning and implementation (e.g., other funding sources), applicants must demonstrate a reasonable relationship to these efforts, including timing and completion of the Proposed Use. The City has estimated that the total cost of the project to be $25 million, with approximately $1 million needed for the hydraulic analysis, engineering, and administration and the remaining $24 million needed for construction activities. Because the cost of infrastructure planning and construction will exceed the amount available through the grant, the City will need to supplement the $10 million requested in this grant with approximately $15,000,000 from the water and wastewater enterprise funds. The planned annual capital infrastructure project (CIP) expenditures for the water enterprise fund are between $40 and $50 million each of the next five years, whereas the planned annual CIP expenditures for the wastewater enterprise fund are between $50 and $90 million each of the next five years. Therefore, the Proposed Use cost of $25 million would encompass a significant portion of the CIP budgets. As such, outside funding through the REAP HIT grant is needed so as to not underfund or defer projects at other water and sewer facilities. It is not anticipated that other non-REAP grants would be utilized to fund the Proposed Use. Instead, the City would make the necessary water and wastewater enterprise funds available to complete construction of the water and sewer infrastructure improvements. Recommend Award Proposed use 1 will be measured by ___. # housing units (+type, density, affordability) $ amount capital investment added # ffi & i l E. Scoring Guidelines 405(A) For each scoring area, describe how the proposal furthers the objective or additional consideration. Please address locational considerations, supporting attributes, and measurable policy outcomes. Scoring Areas Include: Facilitating higher impact transformative outcomes that demonstrate a new or creative model for achieving program objectives: (up to 180 points) 1A. Accelerating Infill Development that Facilitates Housing Supply, Choice and Affordability (60 points) 1B. Affirmatively Furthering Fair Housing (60 points) 1C. Reducing Vehicle Miles Traveled (60 points) Additional Considerations: (up to 320 points) 2A. State Planning Priorities and Other Statewide Objective Alignment (50 points) 2B. Scalability/Transferability (50 points) 2C. Build Long-Term Capacity and Expertise (50 points) 2D. Partnerships/Collaboration toward Implementation (40 points) 2E. Readiness (35 points) 2F. Timeliness (35 points) 2G. Community Engagement (20 points) 2H. Needs or Potential for Housing, Infrastructure, VMT Reduction (20 points) 2I. Leveraging other funding (20 points) 1A. Accelerating infill development that facilitates Housing Supply, Choice and Affordability (up to 60 points) (1) Demonstrate how locational considerations accelerate infill development that facilitates Housing Supply, Choice, and Affordability. Locational Considerations could include, but are not limited to, accelerating infill housing development in established community areas, urbanized areas, or areas with transit, population and employment densities; creating a variety of housing types at different levels of affordability; reducing barriers to high density housing, including a mix and intensity of land uses; and more. The proposed use would accelerate infill housing development in the HSR Station environs, which includes established, but long- underserved community areas. These areas are in the core of the urbanized metropolitan area, which is adjacent to the City's main bus hub. It is an area that lacks adequate population density, but serves as the regional job center. Removing infrastructure as a barrier to housing will help facilitate housing at different scales of affordability and at greater densities than is possible today. (2) Demonstrate how supporting attributes accelerate infill development that facilitates Housing Supply, Choice, and Affordability. Supporting attributes could include, but are not limited to: addressing job and housing fit, access to housing options and affordability, walkable communities, housing mobility strategies, affordable Housing for Low-income Households, reducing barriers to high density and housing accessibility. The proposed use will help increase the ability to develop new mixed-use buildings in the regional core of the San Joaquin Valley. This would include new housing, retail, and office space near the High Speed Rail station. This will increase more housing options, especially in a walkable, bikeable, and busable neighborhoods. Through upgrading the existing infrastructure, the City can significantly reduce barriers to high density housing, which is not possible with the current infrastructure that we have today. (3) Describe measurable policy outcomes for accelerating infill development that facilitates Housing Supply, Choice, and Affordability. Measurable policy outcomes could include, but are not limited to, increasing the number of Housing Units (total, type, affordable, and per acre), capital investments to support housing development, mix of housing unit types or sizes, increasing land use intensities, number of sites developable for future housing, number of new Housing units supported or provided by the proposed use, and more. Measurable Outcomes for our proposed use include: # of new housing units; unit type, density, and affordability level; and amount of new capital investments received or leveraged from infrastructure investments. Outcomes and Units of Measurement for Proposed Use(s) If needed, Proposed use 2 will be measured by ___. If needed, Proposed use 3 will be measured by ___. If needed, Proposed use 4 will be measured by ___. If needed, Proposed use 5 will be measured by ___. Before proposed use 1, the status quo is ___. 57 units (affordable) built and 54 proposed currently in HSR station area (considering recent developments only). If needed, before proposed use 2, the status quo is __. If needed, before proposed use 3, the status quo is __. If needed, before proposed use 4, the status quo is __. If needed, before proposed use 5, the status quo is __. These outcomes are appropriate for the proposed uses because ___. The updated infrastructure will bring the cost of development down, allowing more housing and neighborhood uses to develop in an area that has interest. Baseline Suitability Measurable Outcome E. Scoring Guidelines 405(A) For each scoring area, describe how the proposal furthers the objective or additional consideration. Please address locational considerations, supporting attributes, and measurable policy outcomes. Scoring Areas Include: Facilitating higher impact transformative outcomes that demonstrate a new or creative model for achieving program objectives: (up to 180 points) 1A. Accelerating Infill Development that Facilitates Housing Supply, Choice and Affordability (60 points) 1B. Affirmatively Furthering Fair Housing (60 points) 1C. Reducing Vehicle Miles Traveled (60 points) Additional Considerations: (up to 320 points) 2A. State Planning Priorities and Other Statewide Objective Alignment (50 points) 2B. Scalability/Transferability (50 points) 2C. Build Long-Term Capacity and Expertise (50 points) 2D. Partnerships/Collaboration toward Implementation (40 points) 2E. Readiness (35 points) 2F. Timeliness (35 points) 2G. Community Engagement (20 points) 2H. Needs or Potential for Housing, Infrastructure, VMT Reduction (20 points) 2I. Leveraging other funding (20 points) (3) Describe measurable policy outcomes for AFFH. Measurable Policy Outcomes could include, but are not limited to, increasing the number of new Affordable Housing units, number of existing Housing units continued to be made available and affordable, zoning, permit streamlining, fees, incentives, and other approaches to increase housing choices and affordability, new or enhanced public services and community assets such as parks, schools, active transportation, and other community amenities, Increased access to public services, housing-supportive infrastructure services in areas of concentrated poverty or similar areas # housing units (+type, density, affordability) # of housing and neighborhood amenities created # of housing and amenities in an area of concentrated poverty 1B. Affirmatively Furthering Fair Housing (AFFH) (up to 60 points) (1) Demonstrate how locational considerations affirmatively further fair housing (AFFH). Locational Considerations could include, but are not limited to: infill areas, housing development in higher resource communities or areas, investment in Disadvantaged and Historically Underserved Communities, etc. Infrastructure upgrades near the HSR station will help add new housing and other investment to an infill area, in an area with high transit connectivity, and in a historically underserved community. (2) Demonstrate supporting attributes to AFFH. Supporting Attributes could include, but are not limited to: increasing access to housing options and affordability, housing mobility strategies, reducing barriers to high density and housing accessibility for Disadvantaged and Historically Underserved Communities, investments that increase access to walkable communities, expanded transit services, multimodal infrastructure, enhanced pedestrian and bicycle safety measures, and protected pedestrian and bicycle amenities By removing barriers to new housing development in the HSR Station area (which includes Chinatown), it will increase access to housing options, help lower the cost of development which can pass savings to residents, will add housing options for a historically underserved community, all while increasing housing and other amenities within a highly walkable environment that is connected to the City's main bus hub and the future HSR station. It is also an area undergoing improved bike and walking facilities. Proposed use 1 will be measured by ___. # housing units (+type, density, affordability) # of housing and neighborhood amenities If needed, Proposed use 2 will be measured by ___. If needed, Proposed use 3 will be measured by ___. If needed, Proposed use 4 will be measured by ___. If needed, Proposed use 5 will be measured by ___. Before proposed use 1, the status quo is ___. If needed, before proposed use 2, the status quo is __. If needed, before proposed use 3, the status quo is __. If needed, before proposed use 4, the status quo is __. 57 units (affordable) built and 54 proposed currently in HSR station area (considering recent developments only). 1 community plaza If needed, before proposed use 5, the status quo is __. These outcomes are appropriate for the proposed use because ___. The updated infrastructure will bring the cost of development down, allowing more housing and neighborhood uses to develop in an area that has interest. Outcomes and Units of Measurement for Proposed Use(s) Measurable Outcome Baseline Suitability E. Scoring Guidelines 405(A) For each scoring area, describe how the proposal furthers the objective or additional consideration. Please address locational considerations, supporting attributes, and measurable policy outcomes. Scoring Areas Include: Facilitating higher impact transformative outcomes that demonstrate a new or creative model for achieving program objectives: (up to 180 points) 1A. Accelerating Infill Development that Facilitates Housing Supply, Choice and Affordability (60 points) 1B. Affirmatively Furthering Fair Housing (60 points) 1C. Reducing Vehicle Miles Traveled (60 points) Additional Considerations: (up to 320 points) 2A. State Planning Priorities and Other Statewide Objective Alignment (50 points) 2B. Scalability/Transferability (50 points) 2C. Build Long-Term Capacity and Expertise (50 points) 2D. Partnerships/Collaboration toward Implementation (40 points) 2E. Readiness (35 points) 2F. Timeliness (35 points) 2G. Community Engagement (20 points) 2H. Needs or Potential for Housing, Infrastructure, VMT Reduction (20 points) 2I. Leveraging other funding (20 points) 1C. Reducing Vehicle Miles Traveled # housing units (+type, density, affordability) # office & commercial space added % car ownership / mode share (up to 60 points) (1) Describe the locational considerations of reducing VMT. Locational Considerations could include, but are not limited to, infill areas, areas with transit-supportive densities, population and employment densities, land use mix, street network connectivity, linkages and pathways with active transportation infrastructure, accessibility between destinations, or contiguousness of land uses and transportation networks, identified high growth areas, proximity to multimodal mobility options. Upgrading infrastructure near the High Speed Rail station will allow greater densities than what current capacities would permit. This means that more people will live near the high speed rail, the main bus hub, and near a variety of neighborhood amenities and employment options, served by a walkable and bikeable grid. This combination will reduce the need to drive frequently or perhaps even own a car. (2) Demonstrate how supporting attributes reduce VMT. Supporting Attributes could include, but are not limited to: creating walkable communities, expanding transit services, enhancing pedestrian and bicycle safety measures, increasing multimodal infrastructure connections, increasing density Part of what makes communities walkable are destinations to walk from and to. Through upgrading needed infrastructure, the HSR Station neighborhood will be allowed to developed with a greater amount of housing and daily amenities to enhance the walkable grid that is already in-place. (3) Describe measurable policy outcomes for VMT reduction. Measurable Policy Outcomes could include, but are not limited to: estimating VMT reduced per capita, number of distinct land uses within the site, number of distinct land uses around the site, number of surrounding connections, mix of housing unit types or sizes, new or enhanced transit services, increasing transit frequencies or ridership, new pedestrian or bicycle pathways, limited off-street parking Proposed use 1 will be measured by ___. # housing units (+type, density, affordability) # office & commercial space added %hi If needed, Proposed use 2 will be measured by ___. If needed, Proposed use 3 will be measured by ___. If needed, Proposed use 4 will be measured by ___. If needed, Proposed use 5 will be measured by ___. Before proposed use 1, the status quo is ___. 57 units (affordable) built and 54 proposed currently in HSR station area (considering recent developments only). If needed, before proposed use 2, the status quo is __. If needed, before proposed use 3, the status quo is __. If needed, before proposed use 4, the status quo is __. If needed, before proposed use 5, the status quo is __. These outcomes are appropriate for the proposed use because ___. The updated infrastructure will bring the cost of development down, allowing more housing and neighborhood uses to develop in an area that has interest. The proximity to the HSR station and bus hub and available amenities downtown should see a lower than average car ownership rate / mode share. Outcomes and Units of Measurement for Proposed Use(s) Measurable Outcome Baseline Suitability Please describe how the project will align with State Planning Priorities (as described in Government Code Section 65041.1) and other Statewide objectives. This may include, but is not limited to, how the project will align with propsed uses that are integrated and achieve multiple objectives (e.g., affordability, climate adaptation, drought, equity, hazard mitigation, Infill development, and VMT reduction). By allowing infrastructure to be upgraded to serve planned higher densities, the proposed use is in line with State Planning Priorities as it: a) promotes infill development and equity through unlocking capacity for new development in underserved neighborhoods, b) allows more housing, jobs, and amenities to be located in the urban core versus increasing pressure to sprawl into Important Farmland, c) encourages efficient development patterns by ensuring that the infrastructure is appropriate to support planned development, and d) improves a transit-served area, which can allow more individuals to choose transit over driving, reducing VMT. E. Scoring Guidelines 405(A) For each scoring area, describe how the proposal furthers the objective or additional consideration. Please address locational considerations, supporting attributes, and measurable policy outcomes. Scoring Areas Include: Facilitating higher impact transformative outcomes that demonstrate a new or creative model for achieving program objectives: (up to 180 points) 1A. Accelerating Infill Development that Facilitates Housing Supply, Choice and Affordability (60 points) 1B. Affirmatively Furthering Fair Housing (60 points) 1C. Reducing Vehicle Miles Traveled (60 points) Additional Considerations: (up to 320 points) 2A. State Planning Priorities and Other Statewide Objective Alignment (50 points) 2B. Scalability/Transferability (50 points) 2C. Build Long-Term Capacity and Expertise (50 points) 2D. Partnerships/Collaboration toward Implementation (40 points) 2E. Readiness (35 points) 2F. Timeliness (35 points) 2G. Community Engagement (20 points) 2H. Needs or Potential for Housing, Infrastructure, VMT Reduction (20 points) 2I. Leveraging other funding (20 points) 2A. State Planning Priorities and Other Statewide Objective Alignment (up to 50 points) (2) Please describe how the project will include a component to distribute lessons learned or facilitate scaling in other areas in the region or parts of the state. (up to 50 points) (1) Please describe how the project includes Proposed Uses that can be replicated in other areas in the region or parts of the state. Fresno is taking a proactive approach in HSR Station planning and is seeking to be "development ready" prior to the rail becoming operational. Without this needed infrastructure, development will face higher barriers which will slow housing development. Slower housing development near the future station will put greater pressure on existing housing stock and sprawl. By getting housing-ready, Fresno can become a model for other High Speed Rail cities throughout the State. 2B. Scalability/Transferability E. Scoring Guidelines 405(A) For each scoring area, describe how the proposal furthers the objective or additional consideration. Please address locational considerations, supporting attributes, and measurable policy outcomes. Scoring Areas Include: Facilitating higher impact transformative outcomes that demonstrate a new or creative model for achieving program objectives: (up to 180 points) 1A. Accelerating Infill Development that Facilitates Housing Supply, Choice and Affordability (60 points) 1B. Affirmatively Furthering Fair Housing (60 points) 1C. Reducing Vehicle Miles Traveled (60 points) Additional Considerations: (up to 320 points) 2A. State Planning Priorities and Other Statewide Objective Alignment (50 points) 2B. Scalability/Transferability (50 points) 2C. Build Long-Term Capacity and Expertise (50 points) 2D. Partnerships/Collaboration toward Implementation (40 points) 2E. Readiness (35 points) 2F. Timeliness (35 points) 2G. Community Engagement (20 points) 2H. Needs or Potential for Housing, Infrastructure, VMT Reduction (20 points) 2I. Leveraging other funding (20 points) While past experience and other municipal examples show that City-led investment can lead to more public and private investment, the City of Fresno will still track the amount of investment made and funds leverages to be able to measure the impact the proposed use will have. This is importance to understand our return on investment and how appropriate it is to repeat in other neighborhoods that needs infrastructure improvements. This tracking can be made available to other jurisdictions, especially our sister HSR-cities, to help in their decision making efforts. (up to 50 points) Please describe activities included in the project that will build stability in knowledge and expertise to continue the work toward the objectives of the Proposed Uses . These are including but not limited to facilitating local hiring and local training opportunities, as well as local decision making. There are two learning outcomes that can result for this process: 1) by measuring the leverage received from direct investment in our infrastructure, decision-makers can better weigh and consider how local resources can be invested advantageously into key transit-corridors and into underserved neighborhoods, 2) the City utilizes local preference in hiring except in exceptional cases. If a local firm is hired to support the infrastructure upgrades this will build local experience that can be exercised regionally. E. Scoring Guidelines 405(A) For each scoring area, describe how the proposal furthers the objective or additional consideration. Please address locational considerations, supporting attributes, and measurable policy outcomes. Scoring Areas Include: Facilitating higher impact transformative outcomes that demonstrate a new or creative model for achieving program objectives: (up to 180 points) 1A. Accelerating Infill Development that Facilitates Housing Supply, Choice and Affordability (60 points) 1B. Affirmatively Furthering Fair Housing (60 points) 1C. Reducing Vehicle Miles Traveled (60 points) Additional Considerations: (up to 320 points) 2A. State Planning Priorities and Other Statewide Objective Alignment (50 points) 2B. Scalability/Transferability (50 points) 2C. Build Long-Term Capacity and Expertise (50 points) 2D. Partnerships/Collaboration toward Implementation (40 points) 2E. Readiness (35 points) 2F. Timeliness (35 points) 2G. Community Engagement (20 points) 2H. Needs or Potential for Housing, Infrastructure, VMT Reduction (20 points) 2I. Leveraging other funding (20 points) 2C. Build Long-Term Capacity and Expertise (2) If applicable, please explain how partnerships and collaboration in the project will emphasize implementation and outcomes , including involvement and support of final decision makers and approval bodies. (up to 40 points) (1) Please describe whether the Proposed Uses for the project builds upon existing collaboration or is a collaboration between different neighborhoods, regions, Jurisdictions, governments, or academic institutions The proposed use builds on planning efforts that have occurred across agencies and between the City and its downtown neighborhoods. This would be an important step toward implementation. 2D. Partnerships/Collaboration toward Implementation E. Scoring Guidelines 405(A) For each scoring area, describe how the proposal furthers the objective or additional consideration. Please address locational considerations, supporting attributes, and measurable policy outcomes. Scoring Areas Include: Facilitating higher impact transformative outcomes that demonstrate a new or creative model for achieving program objectives: (up to 180 points) 1A. Accelerating Infill Development that Facilitates Housing Supply, Choice and Affordability (60 points) 1B. Affirmatively Furthering Fair Housing (60 points) 1C. Reducing Vehicle Miles Traveled (60 points) Additional Considerations: (up to 320 points) 2A. State Planning Priorities and Other Statewide Objective Alignment (50 points) 2B. Scalability/Transferability (50 points) 2C. Build Long-Term Capacity and Expertise (50 points) 2D. Partnerships/Collaboration toward Implementation (40 points) 2E. Readiness (35 points) 2F. Timeliness (35 points) 2G. Community Engagement (20 points) 2H. Needs or Potential for Housing, Infrastructure, VMT Reduction (20 points) 2I. Leveraging other funding (20 points) The City will work closely with the Chinatown Foundation and the Downtown Partnership to ensure that construction activities will be undertaken with care and concern for the existing people and businesses that are part of the HSR neighborhood. Having keen collaboration and communication can reduce potential for negative impacts, such as impacts to businesses, general connectivity and addressing historic mistakes to underserved communities. Please describe how fast Policy Outcomes are anticipated to be achieved with the potential project. (up to 35 points) Please describe how the project will remove barriers or complete activities that will expedite and facilitate development or completion of Proposed Uses toward Policy Outcomes. The proposed use will include the needed studies and construction funds to complete water infrastructure upgrades in the HSR Station area. This would help reduce barriers to needed development in the area to realize planning efforts that call for a vibrant and healthy neighborhood. 2F. Timeliness (up to 35 points) 2E. Readiness E. Scoring Guidelines 405(A) For each scoring area, describe how the proposal furthers the objective or additional consideration. Please address locational considerations, supporting attributes, and measurable policy outcomes. Scoring Areas Include: Facilitating higher impact transformative outcomes that demonstrate a new or creative model for achieving program objectives: (up to 180 points) 1A. Accelerating Infill Development that Facilitates Housing Supply, Choice and Affordability (60 points) 1B. Affirmatively Furthering Fair Housing (60 points) 1C. Reducing Vehicle Miles Traveled (60 points) Additional Considerations: (up to 320 points) 2A. State Planning Priorities and Other Statewide Objective Alignment (50 points) 2B. Scalability/Transferability (50 points) 2C. Build Long-Term Capacity and Expertise (50 points) 2D. Partnerships/Collaboration toward Implementation (40 points) 2E. Readiness (35 points) 2F. Timeliness (35 points) 2G. Community Engagement (20 points) 2H. Needs or Potential for Housing, Infrastructure, VMT Reduction (20 points) 2I. Leveraging other funding (20 points) Updating the infrastructure itself would take place within approximately three years. Desired development would occur thereafter and the City is committed to working with developers, especially affordable housing developers, to move projects towards completion. 2G. Community Engagement E. Scoring Guidelines 405(A) For each scoring area, describe how the proposal furthers the objective or additional consideration. Please address locational considerations, supporting attributes, and measurable policy outcomes. Scoring Areas Include: Facilitating higher impact transformative outcomes that demonstrate a new or creative model for achieving program objectives: (up to 180 points) 1A. Accelerating Infill Development that Facilitates Housing Supply, Choice and Affordability (60 points) 1B. Affirmatively Furthering Fair Housing (60 points) 1C. Reducing Vehicle Miles Traveled (60 points) Additional Considerations: (up to 320 points) 2A. State Planning Priorities and Other Statewide Objective Alignment (50 points) 2B. Scalability/Transferability (50 points) 2C. Build Long-Term Capacity and Expertise (50 points) 2D. Partnerships/Collaboration toward Implementation (40 points) 2E. Readiness (35 points) 2F. Timeliness (35 points) 2G. Community Engagement (20 points) 2H. Needs or Potential for Housing, Infrastructure, VMT Reduction (20 points) 2I. Leveraging other funding (20 points) (2) Please describe how the project will continue to conduct community engagement throughout the implementation of the project if awarded. (up to 20 points) (1) Please describe how the project proposal has been shaped by community-identified needs and input. This proposal is based on several planning efforts that involved significant community outreach, including the Station Area Master Plan, the Downtown Neighborhoods Community Plan, and the Fulton Corridor Specific Plan. Through each of these focused plans as well as the City's General Plan, there is support to add transit-connected housing to Downtown, to transform it into a vibrant job hub and entertainment center, while incorporating all the everyday amenities that are part of a complete neighborhood. The City will work closely with the Chinatown Foundation and the Downtown Partnership to ensure that construction activities will be undertaken with care and concern for the existing people and businesses that are part of the HSR neighborhood. Having keen collaboration and communication can reduce potential for negative impacts, such as impacts to businesses, general connectivity, and addressing historic mistakes to underserved communities. E. Scoring Guidelines 405(A) For each scoring area, describe how the proposal furthers the objective or additional consideration. Please address locational considerations, supporting attributes, and measurable policy outcomes. Scoring Areas Include: Facilitating higher impact transformative outcomes that demonstrate a new or creative model for achieving program objectives: (up to 180 points) 1A. Accelerating Infill Development that Facilitates Housing Supply, Choice and Affordability (60 points) 1B. Affirmatively Furthering Fair Housing (60 points) 1C. Reducing Vehicle Miles Traveled (60 points) Additional Considerations: (up to 320 points) 2A. State Planning Priorities and Other Statewide Objective Alignment (50 points) 2B. Scalability/Transferability (50 points) 2C. Build Long-Term Capacity and Expertise (50 points) 2D. Partnerships/Collaboration toward Implementation (40 points) 2E. Readiness (35 points) 2F. Timeliness (35 points) 2G. Community Engagement (20 points) 2H. Needs or Potential for Housing, Infrastructure, VMT Reduction (20 points) 2I. Leveraging other funding (20 points) 2H. Needs or Potential for Housing, Infrastructure, VMT Reduction (up to 20 points) While applicants are encouraged to describe how the proposal addresses the need or potential for Housing, Infrastructure, VMT reduction, and Disaster Recovery and Mitigation below, a proposal does not need to address all four of these areas to receive the maximum amount of points (20 points). (1) Please describe the degree of need or the potential for housing projects in the jurisdiction, and how this proposal addresses such needs or potential. Posible optional metrics for measuring housing need include, but are not limited to: RHNA, rates of overcrowding, rates of cost burden, homelessness point-in-time (PIT) count, prevalence of substandard housing, or other relevant data sources specific to tribes or rural jurisdictions. Some of this data can be found at https://affh-data-resources-cahcd.hub.arcgis.com Housing development has not kept up with population growth in Fresno. Housing growth, where it has occurred, has traditionally been provided by fringe/greenfield development, not more efficient and climate-friendly infill development. We need to address this key issue of housing need if we want to see a sustainable future for Fresno where residents have a safe and affordable place to live, with access to clean air and walkable streets. According to the One Fresno Housing Strategy (April 2022), our remaining RHNA is approximately 10,000 units for very low to moderate income level households. Affordable housing tends to need higher densities, such as that planned for the HSR Station. Also, the type of housing that is most needed according to household demographics is more multifamily and single- family attached, which is in-line with the type of housing that is permitted in the HSR Station area. (2) Please describe the degree of need or the potential for infrastructure projects in the jurisdiction, and how this proposal addresses such needs or potential. Possible optional metrics for measuring infrastructure need include, but are not limited to, local sources of data regarding capcity and coverage for a variety of types of infrastructure needed for housing development. Our planned housing cannot be support through current infrastructure, hence the need for this project to create the infrastructure upgrades that can handle additional capacity. (4) Please describe the degree of need or the potential for disaster recovery or mitigation projects in the jurisdiction, and how this proposal addresses such needs or potential. Possible optional metrics for measuring disaster recovery and mitigation could include, but are not limited to, the prevalence of environmental hazards (very high fire hazard severity zone, areas at risk of flooding, etc.); the number of homes lost to a disaster event; an explanation of how the proposed use improves bringing homes and communities in compliance with the latest disaster related building safety standards, improves infrastructure in order to mitigate the impact of disasters or recover from disasters such as upgrading stormwater infrastructure or upgrading infrastructure to increase density, or facilitates the development of strategically located disaster related amenities such as community resilience centers and low carbon transportation to and from these amenities; or other local knowledge. Some of this relevant data can be found at https://egis.fire.ca.gov/FHSZ/ or at https://affh-data- resources-cahcd.hub.arcgis.com. While Fresno is relatively protected from direct flood and wildfire risk, the contours of the Valley do impose unique hazards related to air quality impacts. Our fog traps pollutants and wildfire smoke can linger, creating unhealthy air impacts in addition to our already burdened PM exposure. Our dependence on automobiles as a primary mode of transportation exacerbates these conditions. One of the key goals of High Speed Rail is to reduce greenhouse gas emmissions, but to be truly beneficial, access to the stations also need to environmentally friendly. In this way our proposed use is in-line with HSR, seeking to create the conditions to reduce auto-reliance, VMT, and auto-emitted GHG. (3) Please describe the degree of need or the potential for VMT reduction projects in the jurisdiction, and how this proposal addresses such needs or potential. Possible optional metrics for measuring VMT reduction need include, but are not limited to: how the proposed use will improve accessibility to destinations and daily services (i.e. jobs, healthcare, education, grocery, etc.) by public transit, walking, reduced car trips or bicycling through improvements or expansion of transit services, active transportation infrastructure improvements, creation of new programs to reduce single-occupancy vehicle travel, etc. Relevant resources to support may include ridership data and service planning identified in short and long range transit plans, projects and data from active transportation plans, and other local planning efforts which support travel by transit, walking, or bicycling. Tribal/ Rural entities need only find a metric relevant to their specific circumstances. Additionally, resources from the California Air Resources Board (CARB) may be helpful: https://ww2.arb.ca.gov/our-work/programs/sustainable-communities-program/research-effects-transportation-and-land-use The Census tracts that comprise the HSR Station Area (6019000300, 6019000200, and 6019000100) are all within the Top 25% of CalEnviroScreen 4.0, meaning they face disproportionate pollution burden. By creating a vibrant neighborhood near the HSR station that is also near the City's main bus hub, and which is in an area with a historic, walkable grid, Fresnans will be able to live, work, and play without needing a car. Visitors to Fresno will be able to exit the HSR station and visit their family, friends, or business partners, without needing a car. The first step to reducing VMT and improving our air quality is to invest in this neighborhood through the needed infrastructure improvements. (up to 20 points) Please describe whether the potential project will utilize additional funding commitments from public and private entities. The project will utilize additional funding from the City's capital improvement funding in order to complete the project. E. Scoring Guidelines 405(A) For each scoring area, describe how the proposal furthers the objective or additional consideration. Please address locational considerations, supporting attributes, and measurable policy outcomes. Scoring Areas Include: Facilitating higher impact transformative outcomes that demonstrate a new or creative model for achieving program objectives: (up to 180 points) 1A. Accelerating Infill Development that Facilitates Housing Supply, Choice and Affordability (60 points) 1B. Affirmatively Furthering Fair Housing (60 points) 1C. Reducing Vehicle Miles Traveled (60 points) Additional Considerations: (up to 320 points) 2A. State Planning Priorities and Other Statewide Objective Alignment (50 points) 2B. Scalability/Transferability (50 points) 2C. Build Long-Term Capacity and Expertise (50 points) 2D. Partnerships/Collaboration toward Implementation (40 points) 2E. Readiness (35 points) 2F. Timeliness (35 points) 2G. Community Engagement (20 points) 2H. Needs or Potential for Housing, Infrastructure, VMT Reduction (20 points) 2I. Leveraging other funding (20 points) 2I. Leveraging Other Funding F. Mapping Guidelines 301(A)(12) [Only fill out if applicable] Please provide the link to the applicant's webpage where land use maps and Vehicle Miles Traveled generation maps, produced in the development of the applicant's SCS, will be posted, updated, and available to the public. 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 G. Miscellaneous Guidelines 301(A)(13-14) Please use this tab to link documents necessary to supplement your application. Fulton Corridor Specific Plan: https://cityoffresno.wpenginepowered.com/darm/wp-c Fresno Station Master Plan: https://s3.documentcloud.org/documents/5028833/Fres Financing Valley Infill Report: http://www.councilofinfillbuilders.org/wp-content/uploa [Map] Station Area Income: https://cityoffresno.sharefile.com/d-s15678f46c95f46c08 [Map] Station Area Pollution: https://cityoffresno.sharefile.com/d-s15678f46c95f46c0 [Map] Station Area Fulton Corridor Specific Plan: https://cityoffresno.sharefile.com/d [Map] Station Area Water Systems: https://cityoffresno.sharefile.com/d-se2eaa7007 [Map Station Area Sewer Systems: https://cityoffresno.sharefile.com/d-se2eaa7007 3:3FULTON CORRIDOR SPECIFIC PLAN, CITY OF FRESNO, CALIFORNIA | ADOPTED ON OCTOBER 20, 2016 CHAPTER 3: PLAN FRAMEWORK AND GOALS Figure 3.2A - Downtown Subareas Divisadero 1st Street Fresno StreetU StreetMariposa StreetBlackstone AvenueAbby StreetEffie StreetDiana StreetClark StreetValcria StreetVan Ness AvenueCollege AvenuePark AvenuePoplar AvenueSan Pablo AvenueGlenn AvenueCalaveras StreetBroadwayYosemite AvenueFulton StreetElm StreetFresno StreetMerced StreetTulare StreetKern StreetInyo StreetMariposa StreetTuolumne StreetStanislaus StreetCalaveras StreetSan Joaquin StreetAmador Street B S t r e e t A S t r e e t C S t r e e t E. Butler Avenue E. Huntington Blvd E. Kings Canyon Road Ventura StreetLos Angeles StreetV a n N e s s A v e n u e L S t r e e t P S t r e e t M S t r e e t N S t r e e t O S t r e e t H S t r e e t B r o a d w a y F u l t o n S t r e e t F S t r e e t E S t r e e t G S t r e e tEcho AvenueS R 9 9 SR 41City of Fresno, California Fulton Corridor Specific Plan 27 September, 2010 Development Priorities 3 1 2 4 7 6 5 N KEY Fulton District Mural District Civic Center South Stadium Chinatown Armenian Town / Convention Center Divisadero Triangle Specific Plan Boundary 1 2 3 4 5 6 7 Hw y 9 9 V a n N e s s A v eTuolumne StInyo StCopyright nearmap 2015¯0 500 1,000250Feet Legend Water Mains by Diameter 6" and Smaller 8" - 12" 14" and Larger Site Location HSR Station City of Fresno Department of Public Utilities Figure 2 Water Mains by Diameter Hw y 9 9 V a n N e s s A v eTuolumne StInyo StCopyright nearmap 2015¯0 500 1,000250Feet Legend Sewer Mains by Diameter 10" and Smaller 12"- 24" 26" and Larger Manholes Site Location HSR Station City of Fresno Department of Public Utilities Sanitary Sewer Mains by Diameter 0 3.5Miles Site Location and Income Legend 2020 Median Household Income By Census Tract Less than 37,000 37,000 - 48,000 48,000 - 63,000 63,000 - 100,000 Greater than 100,000 Freeways Sphere of Influence Site Location City of Fresno Department of Public Utilities HW Y 9 9Tuolumne StV a n N e s s A v e Inyo St1,000 Feet Site Location 0 3.5Miles Site Location and Pollution Burden Legend Pollution Burden Percentile by Census Tract 0-10 >10-20 >20-30 >30-40 >40-50 >50-60 >60-70 >70-80 >80-90 >90-100 Freeways Sphere of Influence Site Location City of Fresno Department of Public Utilities HW Y 9 9Tuolumne StV a n N e s s A v e Inyo St1,000 Feet Site Location Page 2 of 3 3. When the City of Fresno receives an allocation of REAP 2.0 funds in the authorized amount of $10,000,000 from the Department pursuant to the above referenced Request for Funds, it represents and certifies that it will use all such funds only for eligible activities as set forth in Health and Safety Code section 50515.08(c)(1), as approved by the Department and in accordance with all REAP 2.0 requirements, guidelines, all applicable state and federal statutes, rules, regulations, and the Standard Agreement executed by and between the Applicant City of Fresno and the Department. 4. The Director of Planning and Development is authorized to enter into, execute, and deliver a State of California Standard Agreement for the amount of $10,000,000, and any and all other documents required or deemed necessary or appropriate to evidence and secure the REAP 2.0 Allocation, the City of Fresno obligations related thereto and all amendments the Department deems necessary and in accordance with REAP 2.0. ******************************************** Page 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 APPROVED AS TO FORM: ANDREW JANZ City Attorney BY: Pauline Brickey Date Deputy City Attorney REQUIRED RESOLUTION TEMPLATE Page 1 of 3 RESOLUTION NO. ____________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO, CALIFORNIA, AUTHORIZING AND DIRECTING SUBMISSION OF AN APPLICATION FOR FUNDING UNDER THE STATE OF CALIFORNIA REGIONAL EARLY ACTION PLANNING GRANTS OF 2021 (REAP 2.0) HIGHER IMPACT TRANSFORMATIVE (HIT) ALLOCATION All information provided will be verified using the entity’s bylaws, or appropriate governing documents. If the governing documents of the organization are not reflective of the current board makeup, the Applicant/Requestor must notify HCD in writing of the discrepancy and provide an explanation. The Authorizing Resolution shall be submitted with the Request for Funds. The Department will not issue funds until the Department receives a fully executed Authorizing Resolution. [Insert Resolution Number] [Insert Name of Eligible Entity ] AUTHORIZING RESOLUTION [All, or A necessary quorum and majority] of the [directors, supervisors, members, council members, etc.] of [official name of applicant entity, and type of entity]the City of Fresno (“Applicant”) hereby consents to, adopts, and ratifies the following resolution: A. WHEREAS, the State of California (the “State”) Department of Housing and Community Development (the “Department”) is authorized to provide up to $30,000,000 to Eligible Entities (“Applicant”) listed in Health and Safety Code Section 50515.08, subdivisions (a)(1)-(6) under the Higher Impact Transformative (HIT) Allocation of the Regional Early Action Planning grants program (REAP 2.0), as detailed in Health and Safety Code Section 50515.08-10. B. WHEREAS the State of California (the “State”), Department of Housing and Community Development (“Department”) issued a Notice of Funding Availability on November 9, 2022 for REAP 2.0 HIT Allocation funds available to Eligible Entities; C. WHEREAS Applicant is an Eligible Entity eligible to submit a Request for Funds pursuant to Health and Safety Code Section 50515.08(c) to develop and accelerate the implementation of the requirements described in Health and Safety Code section 50515.08(c)(1). D. WHEREAS the Department shall approve the Request for Funds, subject to the terms and conditions of Eligibility, Guidelines, NOFAs, Program requirements, and the Standard Agreement by and between the Department and REAP 2.0 REQUIRED RESOLUTION TEMPLATE Page 2 of 3 Grant Recipients; NOW THEREFORE BE IT RESOLVED THAT: 1. The City of Fresno[Eligible Entity is hereby authorized and directed to request an allocation of funds not to exceed $ 10,000,000[ ] (the amount allocated pursuant to Health and Safety Code section 50515.07(a) consistent with the methodology described in 50515.09(a)). 2. The Director of Planning and Development[insert designee title] is authorized to execute the Request for Funds, on behalf of the City of Fresno[Eligible Entity ] as required by the Department for receipt of REAP 2.0 funds. 3. When the City of Fresno[Eligible Entity ] receives an allocation of REAP 2.0 funds in the authorized amount of $10,000,000 [ ] from the Department pursuant to the above referenced Request for Funds, it represents and certifies that it will use all such funds only for eligible activities as set forth in Health and Safety Code section 50515.08(c)(1), as approved by the Department and in accordance with all REAP 2.0 requirements, guidelines, all applicable state and federal statutes, rules, regulations, and the Standard Agreement executed by and between the Applicant City of Fresno[Eligible Entity ] and the Department. 4. The Director of Planning and Development[insert designee title] is authorized to enter into, execute, and deliver a State of California Standard Agreement for the amount of $10,000,000[ ], and any and all other documents required or deemed necessary or appropriate to evidence and secure the REAP 2.0 Allocation, the City of Fresno[Eligible Entity ] obligations related thereto and all amendments the Department deems necessary and in accordance with REAP 2.0. PASSED AND ADOPTED at a regular meeting of the [Insert Name of Eligible Entity] this day of , by the following vote: ******************************************** REQUIRED RESOLUTION TEMPLATE Page 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 APPROVED AS TO FORM: ANDREW JANZ City Attorney BY: [Insert Name] Date Senior Deputy City Attorney AYES: ABSTENTIONS: NOES: ABSENT: Signature of Approving Officer [Insert printed name and title of Approving Officer] INSTRUCTION: The attesting officer cannot be the person identified in the resolution as the authorized signor. ATTEST: Signature of Attesting Officer [Insert printed name and title of Attesting Officer] City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-65 Agenda Date:1/19/2023 Agenda #:1.-J. REPORT TO THE CITY COUNCIL FROM:SCOTT L. MOZIER, PE, Director Public Works Department BY:RANDALL W. MORRISON, PE, Assistant Director Public Works Department, Engineering Division ABDUL BINMAHFODH, Engineer I Public Works Department, Transportation Project Management SUBJECT Approve the Fifth Amendment to the Consultant Services Agreement with Blair, Church & Flynn, Consulting Engineers, Inc., of Clovis, California in the amount of $24,962 to provide additional civil engineering design, bidding and construction support services for the Peach Avenue Widening Project between Butler and Jensen Avenues, for a total contract amount of $351,924 (Council District 5) RECOMMENDATION Staff recommends Council approve a Fifth Amendment to the Consultant Service Agreement with Blair, Church & Flynn, Consulting Engineers, Inc., (BC&F) in the amount of $24,962, to provide additional civil engineering design services and completion of construction documents for the Peach Avenue Widening Project between Butler and Jensen Avenues and authorize the Public Works Director or designee to sign the Fifth Amendment to the Agreement on behalf of the City of Fresno. EXECUTIVE SUMMARY The Public Works Department seeks to update the construction documents for the first phase of the Peach Avenue Widening Project, which is between Butler and Florence Avenues, to include access to the proposed South Peach Avenue Park Project and to address other project coordination efforts necessary to complete the final construction document package. It is necessary to amend the scope of the Agreement to allow revisions to the plans and provide additional bidding and construction support services. Staff recommends approval of this Fifth Amendment to the Agreement with BC&F in the amount of $24,962 to provide additional civil engineering design, bidding and construction support services for the Peach Avenue Widening Project between Butler and Florence Avenues. This Fifth Amendment is funded with local developer impact fee dollars budgeted on the project. City of Fresno Printed on 1/13/2023Page 1 of 3 powered by Legistar™ 01-19-2023 GB / LC 6-0 with MK absent. Approved on Consent File #:ID 23-65 Agenda Date:1/19/2023 Agenda #:1.-J. BACKGROUND The City entered into a consultant agreement with BC&F on February 21,2013,to provide civil engineering design services and preparation of construction documents for the Peach Avenue Widening Project between Butler and Jensen Avenues.The Project is funded by Measure C and local developer impact fees.On December 11,2013,the Agreement was amended in the amount of $13,400 (First Amendment)to provide additional design services for the addition of a new traffic signal at Peach and Hamilton Avenues. The Agreement was amended again on July 13,2014,in the amount of $26,300 (Second Amendment)to split the project into two phases and provide two separate construction plans, specifications,and estimates.The project was split into two phases due to construction funding availability.The two phases include widening Peach Avenue from Butler Avenue to Florence Avenue (Phase One)and Florence Avenue to Jensen Avenue (Phase Two).The second phase between Florence and Jensen Avenues is currently unfunded and may possibly be undertaken in a future year. The Agreement was further amended on September 19,2018,(Third Amendment)to revise and update the September 2014 CEQA Initial Study.The scope and fees for Parts 4 and 5 of the agreement were removed to reallocate funds for the Third Amendment,with no increase required in the contract. The Agreement was amended again on February 28,2020,in the amount of $32,462 (Fourth Amendment)to complete the final construction documents and provide bidding and construction support services for Phase One of the Project.This amendment included updating the consultants billing rates due to delays in the project,addressed design revisions and replenished funding that was reallocated with the Third Amendment for Part 4 (Bidding Support)and Part 5 (Construction Support) for Phase One of the Project. Staff recommends the Council approval this fifth amendment to the Agreement with BC&F in the amount of $24,962,to complete the final construction documents and provide additional bidding and construction support services for this Project.This amendment includes redesign of the median, design of a street approach,and design of water and sewer service connections for the proposed South Peach Avenue Park Project. The City Attorney’s Office has reviewed and approved the amendment as to form. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act (CEQA)Guidelines Section 15378 the contract amendment does not qualify as a project as defined by the CEQA. LOCAL PREFERENCE Local preference was not implemented because this is an amendment to an existing agreement. FISCAL IMPACT This project is located in Council District 5 and will have no impact to the General Fund.TheCity of Fresno Printed on 1/13/2023Page 2 of 3 powered by Legistar™ File #:ID 23-65 Agenda Date:1/19/2023 Agenda #:1.-J. This project is located in Council District 5 and will have no impact to the General Fund.The appropriations for this amendment are included in the current fiscal year budget as adopted by City Council. Attachments: Fifth Amendment to Agreement Vicinity Map City of Fresno Printed on 1/13/2023Page 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 NessFruitMaroaFresnoMillbrookMapleWillowDak ota Clinton Olive Gettysburg Barstow Sierra Alluvial Nielsen Kearney Muscat Annadale Church WillowMinnewawaMalaga OrangeBryanSunnysideArmstrongLocanFigCherryHughesFruitPolkValentineBlytheAlluvial Sierra Barstow Perrin SunnysideArmstrongLocanClinton Olive Tulare Butler Church Annadale DakotaMinnewawaInternational Teague Peach Avenue WideningEast Butler Avenue to East Florence Avenue N 0 1.5 30.75 Miles DEPARTMENT OFPUBLIC WORKS VICINITY MAP Project ID: PW00534Council District: 5 Peach Avenue W idening - East Butler Avenue to East Florence A venue City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-72 Agenda Date:1/19/2023 Agenda #: 1.-K. REPORT TO THE CITY COUNCIL FROM:SCOTT L. MOZIER, PE, Director Public Works Department BY:WILLIAM C. HERR, Assistant Director Public Works Department, Construction Management Division KELLY YOST, PE Construction Manager Public Works Department, Construction Management Division SUBJECT Approve a substitution of listed Subcontractors Fresno Fab-Tech and Boneso Brothers for FAX Facility Improvement Project (Council District 3) RECOMMENDATION It is recommended that the Council approve a substitution of listed Subcontractors Fresno Fab-Tech and Boneso Brothers for FAX Facility Improvement Project. EXECUTIVE SUMMARY AMG, the General Contractor who was awarded the referenced project, has requested to substitute Fresno Fab-Tech and Boneso Brothers, who are both listed in the bid documents as performing the Structural Steel Framing and HVAC,Plumbing & Central Vacuum System portions of the project. In accordance with the bid documents, AMG listed Fresno Fab-Tech and Boneso Brothers for this portion of the project because the work exceeds one-half of one percent of the total contract amount. AMG notified the City by letter dated October 6, 2022, that their Subcontractors, Fresno Fab-Tech and Bonseo Brothers after having a reasonable opportunity to do so has failed or refused to execute a written subcontract. It is recommended that the City Council approve two requests from AMG Associates (AMG) for the substitution of subcontractors for the FAX Facility Improvement Project. The first request is to substitute Fresno Fab-Tech and utilize two new subcontractors,Accelerated Construction & Metal for the Structural Steel Framing portion of this project, and Linden Steel Construction for the Replacement Metal Decking for this portion of this project.The second request from AMG is to substitute Boneso Brothers and utilize two new subcontractors, Todd Companies for the Plumbing and Central Vacuum System portion of this project, and D&S Mechanical for the HVAC portion of this project.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 February 17, 2022, a contract was awarded in the amount of $11,631,119.00 to AMG, for the Fresno Area Express Facility Improvement Project; the Notice to Proceed was issued with a start date of March 21, 2022. In the original proposal, Fresno Fab-Tech and Boneso Brothers were listed as the subcontractor for the Structural Steel Framing City of Fresno Printed on 1/13/2023Page 1 of 2 powered by Legistar™ 01-19-2023 GB / LC 6-0 with MK absent. Approved on Consent File #:ID 23-72 Agenda Date:1/19/2023 Agenda #: 1.-K. and HVAC, Plumbing & Central Vacuum System portions of the project. On October 4,2022,AMG provided the City a written request to substitute the listed Subcontractor,since the listed Subcontractor has refused to perform its subcontract under Public Contract Code section 4107(a)(1 ).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 has refused to perform his or her subcontract. 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) AMG has requested that they be allowed to substitute Fresno Fab-Tech and Boneso Brothers to perform the Structural Steel Framing and HVAC,Plumbing &Central Vacuum System portions of the project Fresno Fab-Tech and Boneso Brothers by letter dated October 4,2022.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 Fresno Fab-Tech and Boneso Brothers of the proposed substitution by traceable methods on October 9,2022.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 19,2022, constitutes the listed Subcontractor's consent to the substitution.The City has not received an objection to the proposed substitution. ENVIRONMENTAL FINDINGS This substitution of sub-contractor is not defined as a project under CEQA because it involves continuing administrative activities,such as contractor-related actions,general policy and procedure making (Section 15378(b)(2)of the State CEQA Guidelines).Accordingly,no further CEQA documentation is necessary for the City Council to act on the proposed substitution of sub-contractor. LOCAL PREFERENCE Local preference was not implemented as the use of federal funding precludes the use of local preference. FISCAL IMPACT The replacement of the Subcontractor(s)for the Structural Steel Framing and HVAC,Plumbing &Central Vacuum System portions of the project portion of the contract will not increase the cost of the project or have any fiscal impact. Attachment: Contractor's Request for Substitution Letters City of Fresno Printed on 1/13/2023Page 2 of 2 powered by Legistar™ October 4, 2022 Devin Wiley, Engineering Inspector II City of Fresno Construction Management Division 1721 Van Ness Avenue Fresno, CA 93721 RE: Subject: Fresno Area Express Facility Improvement Project Project I.D. FC00036 Request for Substitution of Subcontractor Devin, AMG & Associates, Inc. (AMG) listed Boneso Brothers Construction, Inc. (Boneso) as our plumbing, HVAC and central vacuum system subcontractor on the above referenced project. Boneso has failed and refused to sign their subcontract agreement after given ample opportunity to do so. Therefore, AMG is requesting approval to substitute in two replacement subcontractors for this work. Section 4107 of the Public Contract Code indicates the following: "4107. A prime contractor whose bid is accepted may not: (a) substitute a person as subcontractor in place of the subcontractor listed in the original bid,.except that the awarding authority, or its duly authorized officer, may, except as otherwise provided in section 4107.5, consent to the substitution of another person as a subcontractor in any of the following situations: (lJ when the subcontractor listea in the bid, after having had a reasonable opportunity to do so, fails or refuses to execute a written contract for the scope of work specified in the subcontractor's bid and at the price specified in the subcontractor's bid, when that written contract, based upon the general terms, conditions, plans, and specifications for the project involved or the terms of that subcontractor's written bid, is presented to the subcontractor by the prime contractor" (CA. PCC Section 4100-4114). AMG is requesting consent to substitute Todd Companies for the plumbing and central vacuum system scopes of work; and D&S Mechanical, Inc. for the HVAC work on the project. The information for each is: 28296 CONSTELLATION ROAD CLSB Lie. No 881824 SANTA CLARITA, CA 91355 WWW AMGASSOCIATESINC.COM T: 661.251.7401 F: 661.251 7405 FROM THE DESK OF: ANTHONY R. TRAVERSO VICE PRESIDENT Replacement Plumbing and Central Vacuum Subcontractor: Todd Companies P.O. Box 6820 Visalia, CA 93290 Phone: 559-651-5820 CSLB: 788798 DIR #1000002649 Replacement HVAC Subcontractor: D&S Mechanical Inc. 4306 W. Dudley Fresno, CA 93722 Phone: 559-447-1558 CSLB: 1089255 DIR #1000041712 Please contact me directly if you need additional information regarding our request for the subcontractor substitution. Sincerely, Anthony R. Traverso Vice President cc: AMG Randy Hartman, Vice President of Construction Richard Strickland, Sr. Project Manager Rej Kapil, Project Superintendent Patricia Belina Cruz, Project Engineer Jon Broyles, Corp. Safety Officer Lori McConnell, Labor Compliance City Bill Herr, Public Works Assistant Director Kelly Yost, Construction Manager Ken Turner, Assistant Construction Manager Brian Cetti, Project Manager Darden Roche, Sr. Inspector File: 2A.1 October 4, 2022 Devin Wiley, Engineering Inspector II City of Fresno Construction Management Division 1721 Van Ness Avenue Fresno, CA 93721 RE: Subject: Fresno Area Express Facility Improvement Project Project I.D. FC00036 Request for Substitution of Subcontractor Devin, AMG & Associates, Inc. (AMG) listed Fresno FabTech (FFT) as our structural steel, misc. metal and steel decking subcontractor on the above referenced project. FFT has failed and refused to sign their subcontract agreement after given ample opportunity to do so. FFT has stated that they will not proceed with the project due to the requirements of the project labor agreement. Therefore, AMG is requesting approval to substitute in two replacement subcontractors for this work. Section 4107 of the Public Contract Code indicates the following: "4107. A prime contractor whose bid is accepted may not: (a) Substitute a person as subcontractor in place of the subcontractor listed in the original bid, except that the awarding authority, or its duly authorized officer, may, except as otherwise provided in section 4107.5, consent to the substitution of another person as a subcontractor in any of the following situations: (1) when the subcontractor listed in the bid, after having had a reasonable opportunity to do so, fails or refuses to execute a written contract for the scope of work specified in the subcontractor's bid and at the price speciried in the subcontractor's bid, when that written contract, based upon the general terms, conditions, plans, and specifications for the project involved or the terms of that subcontractor's written bid, is presented to the subcontractor by the prime contractor" (CA. PCC Section 4100-4114). AMG is requesting consent to substitute Accelerated Construction & Metal for the structural and misc. steel scopes of work; and Linden Steel & Construction Inc. for the steel decking work on the project. The information for each is: 28296 CONSTELLATION ROAD SANTA CLARITA, CA 91355 CLSB Lie. No 881824 WWVV.AMGASSOCIATESINC.COM T: 661.251.7401 F: 661.251.7405 FROM THE DESK OF: ANTHONY R. TRAVERSO VICE PRESIDENT _______ .AM- ------- Replacement Structural Steel and Misc. Metal Subcontractor: Accelerated Construction & Metal LLC 2548 Paulson Rd., Ste. #1 Turlock, CA 95380 Phone: 209-846-7998 CSLB: 990617 DIR #1000012157 Replacement Metal Decking: Linden Steel & Construction Inc. 17863 Ideal Parkway Manteca, CA 95336 Phone: 209-239-2160 CSLB: 846699 DIR #1000000829 Attached herein as Exhibit A is the FFT correspondence consenting to the request for substitution. Please contact me directly if you need additional information regarding our request for the subcontractor substitution. Sincerely, Anthony R. Traverso Digitally signed by Anthony R. Traverso Date: 2022.10.05 09:44:16 -07'00' Anthony R. Traverso Vice President cc: AMG City Randy Hartman, Vice President of Construction Richard Strickland, Sr. Project Manager Rej Kapil, Project Superintendent Patricia Belina Cruz, Project Engineer Jon Broyles, Corp. Safety Officer Bill Herr, Public Works Assistant Director Kelly Yost, Construction Manager Ken Turner, Assistant Construction Manager Brian Cetti, Project Manager Darden Roche, Sr. Inspector File: 2A.1 AMG 26535 Summit Orde Santa Carita, CA 91350 Re: Fresno Area Express Project September23,2022 Tony, This letter Is to confirm that Fresno Fabtech, Inc. wlll not participate In this project due to the Implemented Project Labor Agreement. I anticipate workln1on future projects with AMG Associates. Respectfully, Chris Klsllng President 1035 K. Street • Sanger, CA 93657 • Olfko:559 / 875-9800 • Fax:559 I 875-9700 jExhibit AI City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-85 Agenda Date:1/19/2023 Agenda #: 1.-L. REPORT TO THE CITY COUNCIL FROM:SCOTT L. MOZIER, PE, Director Public Works Department BY:ANDREW J. BENELLI, PE, City Engineer/Assistant Director Public Works Department, Traffic Operations and Planning Division ADRIAN GONZALEZ, Senior Engineering Technician Public Works Department, Traffic Operations and Planning Division SUBJECT RESOLUTION - Of Intention to Annex Final Tract Map No. 6400 as Annexation No. 136 to the CITY OF FRESNO COMMUNITY FACILITIES DISTRICT NO. 11 and to Authorize the Levy of Special Taxes; and setting the public hearing for Thursday, February 23, 2023 at 10:00 a.m. (southwest corner of East Clinton Avenue and North Armstrong Avenue) (Council District 7) RECOMMENDATION Adopt Resolution of Intention to Annex Final Tract Map No. 6400 to City of Fresno Community Facilities District No. 11 (CFD No. 11). EXECUTIVE SUMMARY The landowner (DeYoung Properties) has petitioned the City of Fresno to have Final Tract Map No. 6400 (Single-Family Home Subdivision) annexed 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 the Services for these improvements is $656.57 per lot annually for Fiscal Year 2022-2023. Final Tract Map No. 6400 is located entirely within City limits. The Resolution of Intention begins the process, sets the required public hearing for Thursday, February 23, 2023, at 10:00 a.m., and defines the steps required to complete the annexation. (See attached Location and Features Maps.) BACKGROUND Subdivision: T-6400 Developer: DeYoung Properties Number of Lots: 72 City of Fresno Printed on 1/13/2023Page 1 of 3 powered by Legistar™ 01-19-2023 GB / LC 6-0 with MK absent. Approved on Consent R. 2023-011 File #:ID 23-85 Agenda Date:1/19/2023 Agenda #: 1.-L. Maximum Special Tax Per Lot: $656.57 Features: Landscaping, concrete, and hardscaping On November 15,2005,the Council of the City of Fresno adopted Council Resolution No.2005-490 forming CFD No.11 to fund public maintenance of landscaping,open spaces,local streets,local streetlights and street furniture,curbs,gutters,sidewalks,street trees and other public facilities and services as defined by the City of Fresno Special Tax Financing Law,Chapter 8,Division 1,Article 3 of the Fresno Municipal Code (City Law). The landowner has made a request to the City of Fresno to have Final Tract Map No.6400 annexed to CFD No.11 to provide the funding for the operation and reserves for maintenance (Services) pertaining to certain required above ground public improvements within the dedicated City public easements and Outlots;this includes the landscaping,trees and irrigation systems;concrete curbs, gutters,valley gutters,sidewalks and curb ramps,street name signage,street lighting,and local street paving associated with this subdivision. (See attached Location and Feature Maps.) Final Tract Map No. 6400 is not a phased map and is located entirely within City limits. The attached Resolution initiates the annexation process,sets the public hearing on this matter for Thursday,February 23,2023 at 10:00 a.m.,sets the Maximum Special Tax at $656.57 annually per residential lot for Fiscal Year 2022-2023 and sets the annual adjustment of the Special Tax to 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. Annexations to existing community facilities districts are permitted under City Law.The legislative body must follow certain prescribed procedures as outlined below: §Adoption of a Resolution of Intention to Annex to CFD No. 11 §Required 7-day minimum Notice of Public Hearing §Public hearing on Annexation and Levy of Special Tax §Call a Special Mailed-Ballot Election on the proposed Special Tax §Declare the Results of the Election §Formal Adoption of Special Tax Levy (if election passes) The attached Resolution has been approved as to form by the City Attorney’s Office. ENVIRONMENTAL FINDINGS 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 City of Fresno Printed on 1/13/2023Page 2 of 3 powered by Legistar™ File #:ID 23-85 Agenda Date:1/19/2023 Agenda #: 1.-L. No City funds will be involved.All costs for services will be borne by the property owners within the subject tract. Attachments: Location Map Feature Map Resolution of Intention City of Fresno Printed on 1/13/2023Page 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 TRAFFIC AND ENGINEERING SERVICES DIVISION FINAL TRACT MAP NO. 6400 DISTRICT 7 BlackstoneNees Herndon Bullard Shaw Ashlan Shields McKinley Belmont Whites Bridge Alluvial Sierra Barstow Gettysburg Dakota Clinton Olive GarfieldBryanGrantlandChateau FresnoHayesPolkCorneliaBlytheBrawleyValentineMarksVan NessWestFruitPalmFresnoFirstMillbrookCedarMapleChestnutWillowPeachAshlan Dakota Shields Clinton McKinley Olive Belmont Tulare Butler California Church Jensen Annadale North Kings CanyonMaroaInternational Copper Behymer Shepherd Nees Herndon Bullard Shaw Gettysburg Teague Alluvial Sierra Barstow Perrin ClovisSunnysideFowlerArmstrongTemperanceLocanClovisFowlerTemperanceSunnysideLocanArmstrongChestnutPeachWillowMinnewawaMalaga American CedarOrangeMapleElmEastFigCherryMarksWestWalnutHughesFruitGrantlandHayesCorneliaBryanPolkBrawleyValentineBlytheKearney Muscat North Annadale Muscat Central California Jensen Church Central Nielsen ·|}þ41 CITY OF FRESNOMAINTENANCECFD11 ANNEXATION ·|}þ41 ·|}þ180 ·|}þ168 ·|}þ99 ·|}þ99 ·|}þ180 Legend State Routes Rail Road Street Centerline CFD11 City Boundary Limits µ Exhibit A Date: 3/13/2015 EXHIBIT C C-1 CITY OF FRESNO Community Facilities District No. 11 Annexation No. 136 Description of Services to be Financed by Community Facilities District No. 11 for Annexation No. 136 (Final Tract Map No. 6400) 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. 6400, Annexation No. 136 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. 136 to CFD No. 11 and the availability of sufficient proceeds of Special Taxes within CFD No. 11. EXHIBIT C C-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 lan dscaped 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 pr ovision 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 D D-1 CITY OF FRESNO Community Facilities District No. 11 Annexation No. 136 Rate and Method of Apportionment of Special Tax Cost Estimate The estimate breaks down the costs of providing 1 year ’s service for FY 2022-2023 for Final Tract Map No. 6400. ITEM DESCRIPTION ESTIMATED COST 1 Landscape Operational Costs $25,024.00 2 Other Operational Costs $522.00 3 Reserve for Replacement $20,648.00 4 Incidental Expenses $1,080.00 Total $47,274.00 Subdivision Appropriation Limit FINAL TRACT MAP NO. MAX. SPECIAL TAX PER RESIDENTIAL UNIT TOTAL TAXABLE UNITS APPROPRIATION LIMIT SUBDIVIDER 6400 $656.57 72 $500,000.00 DYP 6400 L.P. City of Fresno EXHIBIT D D-2 CITY OF FRESNO Community Facilities District No. 11 Annexation No. 136 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 D D-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 administrative 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 D D-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 2022-2023 for a residential unit within Final Tract Map No. 6400 is identified in Table 1 below: Table 1 Maximum Special Tax (Fiscal Year 2022-2023)* Final Tract Map Number** Maximum Special Tax 6400 $656.57 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 D D-5 D. METHOD OF LEVY AND COLLECTION OF THE SPECIAL TAX Commencing with Fiscal Year 2022-2023, 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 D D-6 ATTACHMENT 1 City of Fresno Community Facilities District No. 11 Annexation No. 136 Excluded Parcels THERE ARE NO EXCLUDED PARCELS IN FINAL TRACT MAP NO. 6400 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-81 Agenda Date:1/19/2023 Agenda #: 1.-M. REPORT TO THE CITY COUNCIL FROM:BROCK D. BUCHE, PE, PLS, Director of Public Utilities Department of Public Utilities BY:JESUS A. GONZALEZ, PE, Public Utilities Manager Department of Public Utilities - Utilities Planning & Engineering ANITA LUERA, Supervising Engineering Technician Department of Public Utilities - Utilities Planning & Engineering SUBJECT Approve the First Amendment to the consultant services agreement with Kleinfelder, Inc., to increase the contract amount by $46,785 for a total fee not to exceed $95,200 with $10,000 remaining in contingency, to provide hydrogeological support services during the drilling and construction of the new public water supply well at Pump Station 372 (Council District 3). RECOMMENDATIONS Staff recommends that City Council approve the First Amendment to the consultant services agreement with Kleinfelder, Inc., (Kleinfelder) to increase the contract amount by $46,785 for a total fee not to exceed $95,200 with $10,000 remaining in contingency, to provide hydrogeological support services for the drilling and construction of the new public water supply well at Pump Station 372 (PS 372), and authorize the Director of Public Utilities, or designee, to sign the First Amendment on behalf of the City of Fresno (City). EXECUTIVE SUMMARY The construction contract for the new public water supply well at PS 372 and the consultant agreement for associated hydrogeological support services were both approved by City Council on May 26, 2022. Construction activities associated with the new well have been extended due to the increased depth of the well compared to those typically constructed in the City and additional development that is required due to the abundance of clay formation encountered in the lithology. Although the additional work related to the well construction is captured in the construction contract, the consultant agreement with Kleinfelder will require additional funding to continue providing hydrogeological support services through the remainder of the well construction. BACKGROUND City of Fresno Printed on 1/13/2023Page 1 of 3 powered by Legistar™ 01-19-2023 GB / LC 6-0 with MK absent. Approved on Consent File #:ID 23-81 Agenda Date:1/19/2023 Agenda #: 1.-M. The Department of Public Utilities,Water Division,maintains a water supply network consisting of more than 260 public water supply wells.The construction of new wells for this network is required to meet increased demands,replace wells that have reached the end of their service life,or remediate water quality issues.The new well currently under construction at PS 372 will serve to supply increased demands resulting from recent development in the area. The construction contract for the new well at PS 372 and the consultant agreement for associated hydrogeological support services were both approved by City Council on May 26,2022.Drilling of the new well has been slower than anticipated due to the increased depth of the well compared to those typically constructed in the City.Slower drilling rates are essential when drilling deeper wells in order to maintain vertical alignment.Additional development is also required due to the abundance of clay formation encountered in the soil lithology.The additional development time will aid in breaking down the clays and cleaning the productive aquifer formations within the well.Although the additional work related to the well construction is captured in the construction contract,the consultant agreement with Kleinfelder will require additional funding to continue providing hydrogeological support services through the remainder of the well construction. The First Amendment to the consultant agreement for hydrogeological support services will increase the total contract amount by $46,785 for a total fee not to exceed $95,200 with $10,000 remaining in contingency.Funding for these services is included in the Water Division’s Fiscal Year 2023 Capital Improvement Program budget within Water Enterprise Fund 40101.The City Attorney’s Office has reviewed the attached First Amendment and has approved as to form.Upon approval by the City Council, the First Amendment will be executed by the Director of Public Utilities or designee. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act (CEQA)Guidelines Section 15378,the award of a consultant services agreement is not a “project”as defined by CEQA. Therefore,subsequent amendments to the consultant services agreement are also not subject to 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 these services is included in the Water Division’s Fiscal Year 2023 Capital Improvement Program budget within Water Enterprise Fund 40101.Future construction obligations to complete PS 372 include well site improvements which are also budgeted in Fiscal Year 2023. PS 372 is located in Council District 3. Attachments: Attachment 1 - First Amendment City of Fresno Printed on 1/13/2023Page 2 of 3 powered by Legistar™ File #:ID 23-81 Agenda Date:1/19/2023 Agenda #: 1.-M. Attachment 2 - Consultant Services Agreement City of Fresno Printed on 1/13/2023Page 3 of 3 powered by Legistar™ 1 FIRST AMENDMENT TO AGREEMENT THIS FIRST AMENDMENT TO AGREEMENT (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 KLEINFELDER, INC., a California corporation (Consultant). RECITALS WHEREAS, the City and the Consultant entered into an Agreement on June 10, 2022, (Agreement) for professional hydrogeological services in connection with the drilling and construction of a new groundwater production well at Pump Station 372 (Project) for a total fee not to exceed $48,415 and a contingency of $10,000; and WHEREAS, construction activities associated with the new well have been extended due to the increased depth of the well compared to those typically constructed in the City and additional development that is required due to the abundance of clay formation encountered in the lithology; and WHEREAS, the City desires to increase the Consultant’s compensation by $46,785 to complete the scope of services for a revised total fee not to exceed $95,200 with $10,000 remaining in contingency; and WHEREAS, with entry into this Amendment, the Consultant agrees it has no claim, demand, or dispute against the City. AGREEMENT NOW, THEREFORE, the parties agree that the aforesaid Agreement be amended as follows: 1. The recitals to this Amendment are incorporated and made a part of this Amendment. 2. Section 3(a) of the Agreement is amended to read as follows: “(a) The Consultant’s sole compensation for satisfactory performance of all services required or rendered pursuant to this Amendment shall not exceed $95,200 paid on a time and materials basis in accordance with the schedule of fees contained in Exhibit A and a contingency amount not to exceed $10,000 for any additional work rendered pursuant to Subsection (c) below and authorized in writing by the Director. Such fee includes all expenses incurred by the Consultant in performance of said services.” 3. Except as otherwise provided herein, the Agreement entered into by the City and the Consultant on June 10, 2022, remains in full force and effect. [SIGNATURES FOLLOW ON THE NEXT PAGE.] DocuSign Envelope ID: 5EB80D1A-39A8-4832-91FE-4309DB55C55E 2 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: 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 Supervising Engineering Technician 2101 G Street, Building A Fresno, CA 93706 Phone: (559) 621-1625 Facsimile: (559) 498-4126 E-mail: anita.luera@fresno.gov KLEINFELDER, INC., A California 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: Kleinfelder, Inc. Attention: Joseph D Zilles, PG, Senior Principal Hydrogeologist 3731 W Ashcroft Avenue Fresno, CA 93722 Phone: (559) 486-0750 Facsimile: (559) 442-5081 E-mail: jzilles@kleinfelder.com DocuSign Envelope ID: 5EB80D1A-39A8-4832-91FE-4309DB55C55E Vice President, Area Manager Mark Connelly 12/19/2022 Assistant Secretary 12/19/2022 Dan Brockman 12/19/2022 Clerk Attesting DPU-S Eng. CSA, Short Form T&M – Contingency (04-2022) -1- AGREEMENT CITY OF FRESNO, CALIFORNIA CONSULTANT SERVICES This Agreement is made and entered into effective ________________________, by and between the CITY OF FRESNO, a California municipal corporation (City), and Kleinfelder, Inc., a California corporation (Consultant). RECITALS WHEREAS, the City desires to obtain professional hydrogeological services for the drilling and construction of a new groundwater production well at Pump Station 372 (Project); and WHEREAS, the Consultant is engaged in the business of furnishing services as a Professional Environmental Engineer and hereby represents that it desires to and is professionally and legally capable of performing the services called for by this Agreement; and WHEREAS, the Consultant acknowledges that this Agreement is subject to the requirements of Fresno Municipal Code Section 4-107 and Administrative Order No. 6- 19; and WHEREAS, this Agreement will be administered for the City by its Director of Public Utilities (Director) or designee. 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. Scope of Services. The Consultant shall perform to the satisfaction of the 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 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 the Consultant as described in Exhibit A 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, but in any event, all such services shall be completed within 200 consecutive calendar days from such authorization to proceed. 3. Compensation. (a) The Consultant’s sole compensation for satisfactory performance of all services required or rendered pursuant to this Agreement shall be a total fee not to exceed $48,415, paid on a time and materials basis in accordance with the schedule of fees contained in Exhibit A, and a contingency amount not to exceed $10,000 for any additional work rendered pursuant to Subsection (c) below and authorized in writing by the Director. DocuSign Envelope ID: 3C55F597-EF87-4D10-B482-E3DE47573B19 June 10, 2022 DPU-S Eng. CSA, Short Form T&M – Contingency (04-2022) -2- (b) Detailed statements shall be rendered monthly and will be payable in the normal course of City business. The 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 the Consultant’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. The Consultant 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 the City to the Consultant upon the earlier of: (i) the Consultant’s filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against the Consultant; (ii) seven calendar days prior written notice with or without cause by the City to the Consultant; (iii) the 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, the Consultant shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its subcontractors to cease work; and (iii) return to the City any and all unearned payments and all properties and materials in the possession of the Consultant that are owned by the City. Subject to the terms of this Agreement, the Consultant shall be paid compensation for services satisfactorily performed prior to the effective date of termination. The Consultant 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 the Consultant to satisfactorily perform in accordance with the terms of this Agreement, the City may withhold an amount that would otherwise be payable as an offset to, but not in excess of, the City’s damages caused by such failure. In no event shall any payment by the City pursuant to this Agreement constitute a waiver by the City of any breach of this Agreement which may then exist on the part of the Consultant, nor shall such payment impair or prejudice any remedy available to the City with respect to the breach. (d) Upon any breach of this Agreement by the Consultant, the 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, consequential, economic and incidental damages for the breach of the Agreement. If it is determined that the City improperly terminated this Agreement for default, such termination shall be deemed a termination for convenience. (e) The Consultant shall provide the City with adequate written assurances of future performance, upon Director’s request, in the event the Consultant fails to comply with any terms or conditions of this Agreement. DocuSign Envelope ID: 3C55F597-EF87-4D10-B482-E3DE47573B19 DPU-S Eng. CSA, Short Form T&M – Contingency (04-2022) -3- (f) The Consultant shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Consultant and without its fault or negligence such as, acts of God or the public enemy, acts of the City in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Consultant shall notify Director 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 Director of the cessation of such occurrence. 5. Confidential Information, Ownership of Documents and Copyright License. (a) Any reports, information, or other data prepared or assembled by the Consultant pursuant to this Agreement shall not be made available to any individual or organization by the Consultant without the prior written approval of the City. During the term of this Agreement, and thereafter, the Consultant shall not, without the prior written consent of the 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 the City, including but not limited to business plans, marketing plans, financial information, designs, drawings, specifications, 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 the City. (b) Any and all original sketches, pencil tracings of working drawings, plans, computations, specifications, computer disk files, writings and other documents prepared or provided by the Consultant pursuant to this Agreement are the property of the City at the time of preparation and shall be turned over to the City upon expiration or termination of the Agreement or default by the Consultant. The Consultant grants the City a copyright license to use such drawings and writings. The Consultant shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein. The City may modify the design including any drawings or writings. Any use by the City of the aforesaid sketches, tracings, plans, computations, specifications, computer disk files, writings and other documents in completed form as to other projects or extensions of this Project, or in uncompleted form, without specific written verification by the Consultant will be at the City’s sole risk and without liability or legal exposure to the Consultant. The Consultant may keep a copy of all drawings and specifications for its sole and exclusive use. (c) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant 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. Professional Skill. It is further mutually understood and agreed by and between the parties hereto that inasmuch as the Consultant represents to the City that the Consultant and its subcontractors, if any, are skilled in the profession and shall perform in accordance with the standards of said profession necessary to perform the services agreed to be done by it under this Agreement, the City relies upon the skill of the DocuSign Envelope ID: 3C55F597-EF87-4D10-B482-E3DE47573B19 DPU-S Eng. CSA, Short Form T&M – Contingency (04-2022) -4- Consultant and any subcontractors to do and perform such services in a skillful manner and the Consultant agrees to thus perform the services and require the same of any subcontractors. Therefore, any acceptance of such services by the City shall not operate as a release of the Consultant or any subcontractors from said professional standards. 7. Indemnification. To the furthest extent allowed by law including California Civil Code section 2782.8, the Consultant shall indemnify, hold harmless and defend the 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), and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees and litigation expenses) that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of the Consultant, its principals, officers, employees, agents or volunteers in the performance of this Agreement. If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall require each subcontractor to indemnify, hold harmless and defend the 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, the Consultant 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 the 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 the 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, the Consultant or any of its subcontractors/sub-consultants 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 Consultant 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 this Agreement. No action taken by the City pursuant to this section shall in any way relieve the Consultant of its responsibilities under this 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 Consultant shall not be DocuSign Envelope ID: 3C55F597-EF87-4D10-B482-E3DE47573B19 DPU-S Eng. CSA, Short Form T&M – Contingency (04-2022) -5- deemed to release or diminish the liability of the Consultant, including, without limitation, liability under the indemnity provisions of this 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 Consultant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of the Consultant, its principals, officers, agents, employees, persons under the supervision of the Consultant, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. (d) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall require each subcontractor/sub-consultant to provide insurance protection, as an additional insured, to the City and each of its officers, officials, employees, agents and volunteers in accordance with the terms of this section, except that any required certificates and applicable endorsements shall be on file with the Consultant and the City prior to the commencement of any services by the subcontractor. The Consultant and any subcontractor/sub- consultant shall establish additional insured status for the City, its officers, officials, employees, agents and volunteers by using Insurance Service Office (ISO) Form CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01 or by an executed manuscript company endorsement providing additional insured status as broad as that contained in ISO Form CG 20 10 11 85. 9. Conflict of Interest and Non-Solicitation. (a) Prior to the City’s execution of this Agreement, the Consultant 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, the Consultant shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by the Consultant in such statement. (b) The Consultant 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.), the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to Compete). At any time, upon written request of the City, the Consultant shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, the Consultant and the respective subcontractor(s) are in full compliance with all laws and regulations. The Consultant shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, the Consultant shall immediately notify the City of these facts in writing. (c) In performing the work or services to be provided hereunder, the Consultant shall not employ or retain the services of any person while such person either is employed by the City or is a member of any City council, commission, board, DocuSign Envelope ID: 3C55F597-EF87-4D10-B482-E3DE47573B19 DPU-S Eng. CSA, Short Form T&M – Contingency (04-2022) -6- committee, or similar City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (d) The Consultant 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. (e) Neither the Consultant, nor any of the Consultant’s subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Project. The Consultant 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. (f) If the Consultant should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, the Consultant shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith. (g) This Section 9 shall survive expiration or termination of this Agreement. 10. Recycling Program. In the event the Consultant 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, the Consultant at its sole cost and expense shall: (a) Immediately establish and maintain a viable and ongoing recycling program, approved by the City’s Solid Waste Management Division, for each office and facility. Literature describing the City recycling programs is available from the City’s Solid Waste Management Division and by calling the City of Fresno Recycling Hotline at (559) 621-1111. (b) Immediately contact the 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. (ci) Cooperate with and demonstrate to the satisfaction of the City’s Solid Waste Management Division the establishment of the recycling program in paragraph (i) above and the ongoing maintenance thereof. 11. General Terms. (a) Except as otherwise provided by law, all notices expressly required of the City within the body of this Agreement, and not otherwise specifically provided for, shall be effective only if signed by the Director or designee. (b) Records of the Consultant’s expenses pertaining to the Project shall be kept on a generally recognized accounting basis and shall be available to the 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 the Consultant 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, DocuSign Envelope ID: 3C55F597-EF87-4D10-B482-E3DE47573B19 DPU-S Eng. CSA, Short Form T&M – Contingency (04-2022) -7- claim, negotiations, audit or other action is commenced before the expiration of said time period, all records shall be retained and made available to the City until such action is resolved, or until the end of said time period whichever shall later occur. If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant 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 the City, the Consultant shall have provided evidence to the City that the Consultant is licensed to perform the services called for by this Agreement (or that no license is required). If the Consultant should subcontract all or any portion of the work or services to be performed under this Agreement, the Consultant shall require each subcontractor to provide evidence to the 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, the Consultant 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, the Consultant agrees as follows: (a) The Consultant 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) The Consultant 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. The Consultant 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 the Consultant’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. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. (c) The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant in pursuit hereof, state that all qualified applicants will receive consideration for employment without regard to race, DocuSign Envelope ID: 3C55F597-EF87-4D10-B482-E3DE47573B19 DPU-S Eng. CSA, Short Form T&M – Contingency (04-2022) -8- 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) The Consultant 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 the Consultant’s commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (e) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant 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, the Consultant is acting solely as an independent contractor. Neither the Consultant, nor any of its officers, agents or employees shall be deemed an officer, agent, employee, joint venturer, partner or associate of the City for any purpose. The City shall have no right to control or supervise or direct the manner or method by which the Consultant shall perform its work and functions. However, the City shall retain the right to administer this Agreement so as to verify that the Consultant is performing its obligations in accordance with the terms and conditions thereof. (b) This Agreement does not evidence a partnership or joint venture between the Consultant and the City. The Consultant shall have no authority to bind the City absent the City’s express written consent. Except to the extent otherwise provided in this Agreement, the Consultant shall bear its own costs and expenses in pursuit thereof. (c) Because of its status as an independent contractor, the Consultant and its officers, agents and employees shall have absolutely no right to employment rights and benefits available to City employees. The Consultant 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, the Consultant shall be solely responsible, indemnify, defend and save the City harmless from all matters relating to employment and tax withholding for and payment of the Consultant’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 the City employment benefits, entitlements, programs and/or funds offered employees of the 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, the Consultant may be providing services to others unrelated to the 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 DocuSign Envelope ID: 3C55F597-EF87-4D10-B482-E3DE47573B19 DPU-S Eng. CSA, Short Form T&M – Contingency (04-2022) -9- 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. 16. Assignment. (a) This Agreement is personal to the Consultant and there shall be no assignment by the Consultant of its rights or obligations under this Agreement without the prior written approval of the City Manager or designee. Any attempted assignment by the Consultant, its successors or assigns, shall be null and void unless approved in writing by the City Manager or designee. (b) The Consultant hereby agrees not to assign the payment of any monies due the Consultant from the City under the terms of this Agreement to any other individual(s), corporation(s) or entity(ies). The City retains the right to pay any and all monies due the Consultant directly to the Consultant. 17. Compliance With Law. In providing the services required under this Agreement, the Consultant shall at all times comply with all applicable laws of the United States, the State of California and the 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 DocuSign Envelope ID: 3C55F597-EF87-4D10-B482-E3DE47573B19 DPU-S Eng. CSA, Short Form T&M – Contingency (04-2022) -10- 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, 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 the City and the Consultant. 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: 3C55F597-EF87-4D10-B482-E3DE47573B19 DPU-S Eng. CSA, Short Form T&M – Contingency (04-2022) -11- 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: Brock D. Buche, PE, PLS, Interim Director of Public Utilities Department of Public Utilities ATTEST: TODD STERMER, CMC City Clerk By: Deputy No signature of City Attorney required. Standard Document #DPU-S Eng. CSA, Short Form T&M - Contingency (04-2022) has been used without modification, as certified by the undersigned. By: Anita Luera, Supervising Engineering Techncian Department of Public Utilities REVIEWED BY: Glenn Knapp, PE, Supervising Professional Engineer Department of Public Utilities Addresses: CITY: City of Fresno Attention: Anita Luera, Supervising Engineering Technician 2101 G Street, Building A Fresno, CA 93706 Phone: (559) 621-1625 Facsimile (559) 498-4126 E-mail: anita.luera@fresno.gov Kleinfelder, Inc., A California 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) Any Applicable Professional License: Number: Name: Date of Issuance: CONSULTANT: Kleinfelder, Inc. Attention: Joseph D Zilles, PG, Senior Principal Hydrogeologist 3731 W Ashcroft Avenue Fresno, CA 93722 Phone: (559) 486-0750 Facsimile” (559) 442-5081 E-mail jzilles@kleinfelder.com DocuSign Envelope ID: 3C55F597-EF87-4D10-B482-E3DE47573B19 Mark W. Connelly 5/10/2022 Vice President, Area Manager 5/10/2022 Dan Brockman Assistant Secretary 5/10/2022 CHG 852 Robert Kovacs 6/1/2006 5/10/2022 6/10/2022 Bernard Canez 6/10/2022 DPU-S Eng. CSA, Short Form T&M – Contingency (04-2022) -12- Attachments: 1. Exhibit A - Scope of Services 2. Exhibit B - Insurance Requirements 3. Exhibit C - Conflict of Interest Disclosure Form DocuSign Envelope ID: 3C55F597-EF87-4D10-B482-E3DE47573B19 Page 1 of 3 EXHIBIT A SCOPE OF SERVICES Consultant Service Agreement between City of Fresno (City) and Kleinfelder, Inc. (Consultant) Hydrogeological Services for Pump Station 372 Hydrogeological services are required for support of design, drilling, construction, development, and pump testing as they pertain to the new groundwater production well at Pump Station 372 (PS 372). The Consultant shall provide all labor, materials, equipment, and incidentals required to complete the scope of services. The Consultant will work alongside the City of Fresno Construction Management Inspector and provide support services including, but not limited to, the following: Pre-Construction Activities: Prior to commencement of work by the Contractor, the Consultant shall become acquainted with the City of Fresno construction specifications for well drilling at PS 372. The Consultant shall attend the pre-construction meeting, respond to Contractor requests for information, and review submittals including the Drilling Fluid Plan (DFP). The Consultant shall also review the Contractor’s proposed water source and plan for disposal of drill cuttings and drilling fluid. The Consultant shall examine the project site to assess logistics for well construction and future maintenance activities. The Consultant shall evaluate local geologic and hydrogeologic conditions utilizing readily available information provided by the City as well as the Consultant’s resources and, if necessary, provide recommendations for any changes to the proposed well design including size and placement of well casings, perforations, gravel pack, and seals. Consultant shall inspect and document materials and equipment to be utilized. Deliverables:  Responses to Contractor RFIs - up to 10 (.pdf)  Submittal Review Responses - up to 20 (.pdf)  Memos, Notes, Inspection Reports, Recommendations, etc. (.pdf) Drilling and Construction Oversight: Upon commencement of work by the Contractor, the Consultant shall assist the City Construction Management Inspector in ensuring compliance with the well design and technical specifications. The Consultant shall be required to prepare Daily Field Reports detailing drilling and construction activities including information relative to the following tasks as they are completed by the Consultant: Observe drilling of the conductor borehole and installation of conductor casing and conductor seal. Observe well borehole drilling and reaming, review and instruct soil sampling intervals, log the depths and characterization of lithologic samples collected by the Contractor. Monitor implementation of the DFP and document drilling fluid condition. Supervise and interpret electric logging, surveying, and alignment tests. Verify proposed well design against field conditions and recommend adjustments to the well materials and DocuSign Envelope ID: 3C55F597-EF87-4D10-B482-E3DE47573B19 Page 2 of 3 placement as necessary. Ensure proper installation of well casing, well screen, and tubes, supervise installation of gravel pack and seals and review calculations for the quantities of materials installed. Consultant shall additionally document any other information that may be essential to the City. Deliverables:  Daily Field Reports (.pdf)  Lithologic Log (.pdf)  Memos, Notes, Inspection Reports, Calculations, Recommendations, etc. (.pdf) Well Development: Following construction of the well, the Consultant shall monitor and instruct well development processes, advising on the need for and implementation of any additives as outlined in the DFP. The Consultant shall document the progress of development efforts including, but not limited to, the following: - Methods used - Depth of tool - Duration of development efforts at each segment of well screen - Total duration of each operation - Observation of development results - Quantity and description of material brought into the well - Gravel pack depth - Static and pumping water levels - Pumping discharge rates and specific capacity - Method of measurement - Water condition - Any other information the Consultant feels is essential Water condition shall include characteristics such as sand and silt content, turbidity, pH, conductivity, and temperature. The Consultant shall ensure compliance with parameters outlined in the specifications. Based on water condition and specific capacity, the Consultant shall provide recommendations as to the continuation, adjustment, or cessation of development procedures. The Consultant shall calculate specific capacity from information obtained during development by pumping and surging and recommend the pump setting and pumping rates for step and constant rate tests. Deliverables:  Daily Field Reports (.pdf)  Development Records (.pdf)  Memos, Notes, Calculations, Recommendations, etc. (.pdf) Pump Testing: After development of the well has been completed and the water condition is approved, Consultant shall monitor and instruct the pump test operations and drawdown measurements, including measurements of the monitoring well. The Consultant shall prepare and interpret diagnostic plots (scatter plots), evaluate pumping, recovery, and performance data, calculate specific capacity and projected drawdown, and recommend the operational pumping rate and pump setting for the permanent pump. The Consultant DocuSign Envelope ID: 3C55F597-EF87-4D10-B482-E3DE47573B19 Page 3 of 3 shall provide 24 hours advance notice of pumping operations so that the City can schedule water sampling during the constant rate pump test. Deliverables:  Daily Field Reports (.pdf)  Pump Test Records and Diagnostic Plots (.pdf)  Memos, Notes, Calculations, Recommendations, etc. (.pdf) Project Close-Out: For project close-out, the Consultant shall supervise and instruct the video logging of the completed well, approve the video quality, and observe disinfection of the well, and review the Well Completion Report prepared by the Contractor. Additionally, the Consultant shall prepare a well as-built drawing including a depiction of the geologic formations encountered and prepare a Well Report memorializing the construction activities and performance of the well. The report shall include a summary of the construction progress, detail aquifer characteristics, disclose any fluid losses encountered and drilling fluid additives and/or dispersants that were used, provide detail regarding development operations citing characteristics of formations and water quality encountered. The summary report shall, at a minimum, include details of the following: - Drilling procedures - Drilled depth - Lithologic log - Electric log - Caliper log - Plumbness and alignment test - Deviation surveys - Changes made to the well design - Well construction - Annular materials details including quantities and additions - Well development progress - Pump test results - Well disinfection - Television survey - Site layout and cross-sectional view - Diagnostic Plots - Operational recommendations Deliverables:  Well Report (.pdf) DocuSign Envelope ID: 3C55F597-EF87-4D10-B482-E3DE47573B19 MW2216671P/FRE22P135223 April 8, 2022 © 2022 Kleinfelder www.kleinfelder.com KLEINFELDER 3731 W. Ashcroft Ave., Fresno, CA 93722 p| 559.486.0750 f| 559.442.5081 DocuSign Envelope ID: 3C55F597-EF87-4D10-B482-E3DE47573B19 DPU-S Eng. CSA, Short Form T&M – Contingency (04-2022) Page 1 of 4 EXHIBIT B INSURANCE REQUIREMENTS Consultant Service Agreement between City of Fresno (City) and Kleinfelder, Inc. (Consultant) Hydrogeological Services for Pump Station 372 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 *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. 4. Professional Liability (Errors and Omissions) insurance appropriate to the Consultant’s profession. MINIMUM LIMITS OF INSURANCE The Consultant, or any party the Consultant subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to the 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. DocuSign Envelope ID: 3C55F597-EF87-4D10-B482-E3DE47573B19 DPU-S Eng. CSA, Short Form T&M – Contingency (04-2022) Page 2 of 4 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 (Errors and Omissions): (i) $1,000,000 per claim/occurrence; and, (ii) $2,000,000 policy aggregate. UMBRELLA OR EXCESS INSURANCE In the event the Consultant 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 The Consultant shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and the Consultant 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: (i) The insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees, agents, and volunteers; or (ii) The Consultant shall provide a financial guarantee, satisfactory to the City’s Risk Manager or designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall the 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: 1. The City, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds. The Consultant 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 DocuSign Envelope ID: 3C55F597-EF87-4D10-B482-E3DE47573B19 DPU-S Eng. CSA, Short Form T&M – Contingency (04-2022) Page 3 of 4 as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37. 2. The coverage shall contain no special limitations on the scope of protection afforded to the 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. 3. For any claims relating to this Agreement, the Consultant’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 the Consultant’s insurance and shall not contribute with it. The Consultant 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. The Workers’ Compensation insurance policy is to contain, or be endorsed to contain, the following provision: the Consultant and its insurer shall waive any right of subrogation against the City, its officers, officials, employees, agents, and volunteers. If the Professional Liability (Errors and Omissions) insurance policy is written on a claims- made form: 1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by the Consultant. 2. Insurance must be maintained and evidence of insurance must be provided for at least five 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-year discovery period. 3. 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 the Consultant, the Consultant must purchase “extended reporting” coverage for a minimum of five years completion of the Agreement work or termination of the Agreement, whichever occurs first. 4. A copy of the claims reporting requirements must be submitted to the City for review. 5. 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 calendar days’ written notice by certified mail, return receipt requested, has been given to the City. The Consultant 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, the Consultant shall DocuSign Envelope ID: 3C55F597-EF87-4D10-B482-E3DE47573B19 DPU-S Eng. CSA, Short Form T&M – Contingency (04-2022) Page 4 of 4 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 Consultant shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen 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 the Consultant shall not be deemed to release or diminish the liability of the Consultant, 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 the Consultant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of the Consultant, its principals, officers, agents, employees, persons under the supervision of the Consultant, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. SUBCONTRACTORS - If the Consultant subcontracts any or all of the services to be performed under this Agreement, the Consultant shall require, at the discretion of the City’s 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 the City Risk Manager or designee. If no Side Agreement is required, the Consultant 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. VERIFICATION OF COVERAGE The Consultant 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 its designee prior to the 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 the City, the Consultant 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. DocuSign Envelope ID: 3C55F597-EF87-4D10-B482-E3DE47573B19 EXHIBIT C DISCLOSURE OF CONFLICT OF INTEREST Hydrogeological Services for Pump Station 372 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: 3C55F597-EF87-4D10-B482-E3DE47573B19 X Mark W. Connelly X Stockton, CA 95206 2001 Arch-Ariport Road, STE 100 X N/A X 5/10/2022 Kleinfelder, Inc. X X City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-63 Agenda Date:1/19/2023 Agenda #: 1.-N. REPORT TO THE CITY COUNCIL FROM:BROCK D. BUCHE, PE, PLS, Director Department of Public Utilities BY:CHERYL BURNS, MPA, Senior Management Analyst Department of Public Utilities - Administration SUBJECT Actions related to acceptance of a WaterSMART Water Energy and Efficiency Grant award from the United States Department of the Interior, Bureau of Reclamation: 1. Adopt a finding of Categorical Exemption pursuant to Section 15301(a)/Class 1 of the California Environmental Quality Act (CEQA) Guidelines 2. ***Approve an Assistance Agreement with the United States Department of the Interior, Bureau of Reclamation and accept receipt of a $379,390 WaterSMART grant for the Smart Irrigation Timers Direct Install Project (Subject to Mayor’s veto) 3. ***Resolution - Adopt the18th Amendment to the Annual Appropriation Resolution (AAR) No 2022-154 establishing appropriations in the amount of $843,700 for the WaterSMART grant for the Smart Irrigation Timers Direct Install Project (Requires 5 affirmative votes) (Subject to Mayor’s Veto) RECOMMENDATIONS Staff recommends that City Council adopt a finding of Categorical Exemption pursuant to Section 15301(a)/Class 1 of the California Environmental Quality Act (CEQA) Guidelines; approve an Assistance Agreement with the United States Department of the Interior, Bureau of Reclamation and accept receipt of a $379,390 WaterSMART grant for the Smart Irrigation Timers Direct Install Project; approve the 18th Amendment of the Annual Appropriation Resolution (AAR) 2022-154 establishing appropriations in the amount of $843,700 for the WaterSMART grant for the Smart Irrigation Timers Direct Install Project; and authorize the Director of Public Utilities, or designee, to sign and execute all documents on behalf of the City of Fresno (City). EXECUTIVE SUMMARY As drought conditions have continued to persist in California, the City has been actively engaged in efforts to promote water conservation. The Water Conservation Program has proposed a Smart Irrigation Controller Direct Install Program, which will allow the City to provide water customers with free smart irrigation controllers on a first-come, first-served basis. Water Conservation staff will install the controllers at individual properties and program the timers to maximize the efficiency of the City of Fresno Printed on 1/13/2023Page 1 of 4 powered by Legistar™ 01-19-2023 GB / LC 6-0 with MK absent. Approved on Consent R. 2023-012 File #:ID 23-63 Agenda Date:1/19/2023 Agenda #: 1.-N. the controllers at individual properties and program the timers to maximize the efficiency of the specific irrigation system. On October 28,2021,the Fresno City Council approved Resolution 2021-281 authorizing the Department of Public Utilities (DPU)to submit an application to the United States Department of the Interior,Bureau of Reclamation (USBR)for a WaterSMART Grants:Water Energy and Efficiency Grant (WaterSMART WEEG)Grant for Fiscal Year 2022 in an amount not to exceed 500,000 for the Smart Irrigation Controller Direct Install Program (Project).DPU applied for the WaterSMART WEEG grant and was recently notified that the Project was selected for a grant award in the amount of $379,390. DPU has been working with USBR staff to prepare the grant agreement for the Project.DPU is now requesting that City Council authorize acceptance of the grant award agreement and accompanying funds in the amount of $379,390 and to appropriate this funding along with the local match. BACKGROUND The City of Fresno provides potable water supply service to approximately 135,000 residential, commercial,industrial,and institutional customers within a geographic area that extends across approximately 110 square miles.As drought conditions have continued to persist in California,the City has been actively engaged in efforts to promote water conservation throughout the City. The largest volume of potable water in the City of Fresno is used for landscaping.Residential outdoor water use in the City of Fresno accounts for nearly 70 million gallons of water per day,mainly for landscape irrigation.It is estimated that as much as 50 percent of this water is wasted due to overwatering caused by inefficiencies in irrigation methods and systems.WaterSense-labeled, weather-based irrigation “smart”controllers can significantly reduce overwatering by applying water only when plants need it,using local weather and landscape conditions to tailor watering schedules for a specific property’s needs.With proper installation,programming,and maintenance, homeowners can use WaterSense labeled controllers instead of clock-based controllers on their irrigation systems and no longer worry about wasted water. The Water Conservation Program has proposed a Smart Irrigation Controller Direct Install Program, which will allow the City to provide water customers with free smart irrigation controllers on a first- come,first-served basis.To be eligible,customers must have a City of Fresno water account,must have a clock irrigation timer currently installed,must have Wi-Fi available,and must have use of a smart phone,tablet,or computer.Water Conservation staff will install the controllers at individual properties and program the timers to maximize the efficiency of the specific irrigation system. Through this program,the City expects to purchase approximately 1500 smart irrigation controllers to be distributed through the Smart Irrigation Controller Direct Install Program (Project).The Project is estimated to reduce total potable water consumption by approximately 360 acre-feet per year. On October 28,2021,the Fresno City Council approved Resolution 2021-281 authorizing DPU to submit an application to the USBR for a WaterSMART WEEG Grant for Fiscal Year 2022 in an amount not to exceed 500,000 for the Project.DPU applied for the WaterSMART WEEG grant and was recently notified that the Project was selected for a grant award in the amount of $379,390. The total estimated cost for the Project is $843,700 and will be accounted for separately for this City of Fresno Printed on 1/13/2023Page 2 of 4 powered by Legistar™ File #:ID 23-63 Agenda Date:1/19/2023 Agenda #: 1.-N. The total estimated cost for the Project is $843,700 and will be accounted for separately for this purpose.The Federal share of Project costs is $379,390 and the DPU share of costs is $464,310. The City’s portion of the Project funding will be transferred from the Water Enterprise Fund. DPU has been working with USBR staff to prepare the grant agreement for the Project.DPU is now requesting that City Council authorize acceptance of the grant award agreement and accompanying funds in the amount of $379,390.The proceeds from the WaterSMART WEEG will be used to purchase,distribute,and install smart irrigation timers to City of Fresno water customers equitably across the seven Council districts on a first-come,first-served basis to reduce potable water demands on the City’s public water system. The agreement has been approved as to form by the City Attorney’s Office. ENVIRONMENTAL FINDINGS Staff performed a preliminary environmental assessment for this Project and determined that it falls within Section 15301(a)/Class 1 Categorical Exemptions set forth in CEQA Guidelines. National Environmental Policy Act (NEPA)review is underway,and the City will be authorized to begin work on the Project once that process is complete.City Council may take action on this item prior to USBR’s completion of the NEPA process.For purposes of complying with NEPA,a federal agency must serve as the lead agency for every proposed action.Section F.2.1 of the WaterSMART WEEG Grant Program Guidelines states that USBR is the lead federal agency for NEPA compliance and “will be responsible for evaluating technical information and ensuring that natural resources, cultural,and socioeconomic concerns are appropriately addressed.As the lead agency,USBR is solely responsible for determining the appropriate level of NEPA compliance.USBR is responsible to ensure that findings under NEPA,and consultations,as appropriate,will support USBR’s decision on whether to fund a project.” LOCAL PREFERENCE Local preference is not applicable to this Project,as the agreement to receive Federal money specifically prohibits local preference in procurement for the Project. FISCAL IMPACT This Project will have no impact on the General Fund.The total estimated cost for the Project is $843,700.The Federal share of Project costs is $379,390 and the DPU share of costs is $464,310. Approval of the amendment to the AAR will establish accounts for these funds.The City will submit Requests for Reimbursement to USBR as funds are expended for the Project.The reduction in potable water use will result in energy and chemical savings from reduced groundwater pumping and water treatment. Attachments: Attachment 1 - CEQA Categorical Exemption Environmental Assessment Attachment 2 - United States Department of the Interior Assistance Agreement City of Fresno Printed on 1/13/2023Page 3 of 4 powered by Legistar™ File #:ID 23-63 Agenda Date:1/19/2023 Agenda #: 1.-N. Attachment 3 - 18th Amendment to the AAR No. 2022-154 City of Fresno Printed on 1/13/2023Page 4 of 4 powered by Legistar™ January 20, 2023 TO: MAYOR JERRY DYER FROM: TODD STERMER, CMC City Clerk t�q OF411 F,qF Council Adoption: 01/19/2023 Mayor Approval: Mayor Veto: Override Request: SUBJECT: TRANSMITTAL OF COUNCIL ACTION FOR APPROVAL OR VETO At the City Council meeting of January 19, 2023, Council adopted the attached ***Approve an Assistance Agreement with the United States Department of the Interior, Bureau of Reclamation and accept receipt of a $379,390 WaterSMART grant for the Smart Irrigation Timers Direct Install Project (Subject to Mayor's veto). Item 1-N-2, File ID 23-63, by the following vote: Ayes : Perea, Arias, Maxwell, Chavez, Bredefeld, Esparza Noes :None Absent : Karbassi Abstain :None Please indicate either your formal approval or veto by completing the following sections and executing and dating your action. Please file the completed memo with the Clerk's office on or before January 30, 2023. In computing the ten day period required by Charter, the first day has been excluded and the tenth day has been included unless the 10t" day is a Saturday, Sunday, or holiday, in which case it has also been excluded. Failure to file this memo with the Clerk's office within the required time limit shall constitute approval of the ordinance, resolution or action, and it shall take effect without the Mayor's signed approval. -- APPROVED 1 RETURN: VETOED for the following reasons: (Written objections are required by Charter; attach additional sheets if necessary.) Jerry Dygp,,Mayor COUNCIL OVERRIDE ACTION: Ayes Noes Absent Abstain Date: Date: CITY OF FRESNO CATEGORICAL EXEMPTION ENVIRONMENTAL ASSESSMENT THE PROJECT DESCRIBED HEREIN IS DETEMINED TO BE CATEGORICALLY EXEMPT FROM THE PREPARATION OF ENVIRONMENTAL DOCUMENTS PURSUANT TO ARTICLE 19 OF THE STATE CEQA GUIDELINES. CONTACT: Cheryl Burns, MPA City of Fresno – Department of Public Utilities 1626 E Street Fresno, CA 93706 Phone: 559-621-8628 Email: Cheryl.Burns@fresno.gov PROJECT TITLE: Smart Irrigation Controller Direct Install Program PROJECT LOCATIONS: Eligible residential and commercial properties within the City of Fresno water service area, including unincorporated County of Fresno islands, where clock irrigation timers are currently installed. PROJECT DESCRIPTION: The Smart Irrigation Controller Direct Install Program will allow the City to provide eligible water customers with free smart irrigation controllers on a first-come, first- served basis. To be eligible, customers must have a City of Fresno water account, must have a clock irrigation timer currently installed, must have Wi-Fi available, and must have use of a smart phone, tablet, or computer. Through this program, the City expects to purchase approximately 1,500 smart irrigation controllers to be distributed and installed through the Smart Irrigation Controller Direct Install Program. Water Conservation staff will install the controllers at individual properties and program the timers to maximize the efficiency of the specific existing irrigation system. Timers will be distributed equitably across the City’s seven Council districts. The project is estimated to reduce total potable water consumption citywide by approximately 360 acre- feet per year (AFY). The Project is exempt under Section 15301/Class 1 of the California Environmental Quality Act (CEQA) Guidelines. Under Section 15301/Class 1, projects are exempt from CEQA requirements when they consist of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use. Specifically exempt under Section 150301, Subsection (a), is interior or exterior alterations involving such things as interior partitions, plumbing, and electrical conveyances. The Project described herein solely represents the distribution and installation of smart irrigation controllers at properties with clock irrigation timers currently installed. Water Conservation staff will install the controllers at individual properties and program the timers to maximize the efficiency of the specific existing irrigation system, resulting in more efficient landscape irrigation and a reduction in water use. The project is estimated to reduce total potable water consumption citywide by approximately 360 acre-feet per year (AFY). None of the exceptions to Categorical Exemptions set forth in the CEQA Guidelines, Section 15300.2, apply: (a) Location The Project is not located in a sensitive environment or an environmental resource of hazardous or critical concern as designated by federal, state, or local agencies. The residential and commercial properties located in the City of Fresno water service area are not considered a sensitive environment or an environmental resource. (b) Cumulative Impact The Project will not have a cumulative negative impact over time that is significant. The conversion from clock irrigation timers to smart irrigation controllers will support more efficient landscape irrigation by decreasing water use and conserving water resources. (c) Significant Effect The Project will not have a significant effect on the environment due to unusual circumstances. The smart irrigation controller replacement follows a standardized process that is limited to eligible properties. To be eligible, customers must have a City of Fresno water account, must have clock irrigation timer currently installed, must have Wi-Fi available, and must have use of a smart phone, tablet, or computer. (d) Scenic Highways The Project will not result in damage to scenic resources, including but not limited to, trees, historic buildings, rock outcroppings, or similar resources, within a highway officially designated as a state scenic highway. The Project is not located near scenic highways. (e) Hazardous Waste Sites The Project is not located on a hazardous waste site which is included on any list compiled pursuant to Section 65962.5 of the Government Code. The residential and commercial properties are not allowed to be zoned on hazardous waste sites. (f) Historical Resources The Project will not cause a substantial adverse change in the significance of a historical resource. The Project is limited to conversion from clock irrigation timers to smart irrigation controllers at residential and commercial properties, which are not considered historical resources. As such, a Categorical Exemption has been prepared for the Project. Date: October 5, 2022 Prepared by: Cheryl Burns, MPA (Subject to the availability of funds and satisfactory progress of the project): a. DEDUCTION b. ADDITIONAL COSTS c. MATCHING d. OTHER RESEARCH (Add / Deduct Option) e. OTHER (See REMARKS) c. This award notice including terms and conditions, if any, noted below under REMARKS. d. Federal administrative requirements, cost principles and audit requirements applicable to this grant. In the event there are conflicting or otherwise inconsistent policies applicable to the grant, the above order of precedence shall prevail. Acceptance of the grant terms and conditions is acknowledged by the grantee when funds are drawn or otherwise obtained from the grant payment system. REMARKS (Other Terms and Conditions Attached - Yes No) d. AMOUNT OF FINANCIAL ASSISTANCE THIS ACTION c. Less Cumulative Prior Award(s) This Budget Period a. d. b. e. c. f. 13. Total Federal Funds Awarded to Date for Project Period 14. RECOMMENDED FUTURE SUPPORT Salaries and Wages Fringe Benefits ……………….................$ TOTAL DIRECT COSTS INDIRECT COSTS TOTAL APPROVED BUDGET Federal Share Non-Federal Share a. b. c. d. e. f. g. h. i. j. k. l. FINANCIAL ACCT 17. VENDOR CODE AMT OF FIN ASST START DATE 18b. DUNS END DATE 19. CONG. DIST. TAS ACCT .…...….…..$ …………………………...$ …………………………...$ …………………………...$ …………………………...$ …………………………...$ …………………….……..$ m. n. m) YEAR TOTAL DIRECT COSTS YEAR TOTAL DIRECT COSTS ALL AMOUNTS ARE SHOWN IN USD II Total project costs including grant funds and all other financial participation b. Less Unobligated Balance From Prior Budget Periods 11. APPROVED BUDGET (Excludes Direct Assistance)12. AWARD COMPUTATION I Financial Assistance from the Federal Awarding Agency Only a. Amount of Federal Financial Assistance (from item 11 ALTERNATIVES: 15. PROGRAM INCOME SHALL BE USED IN ACCORD WITH ONE OF THE FOLLOWING ON THE ABOVE TITLED PROJECT AND IS SUBJECT TO THE TERMS AND CONDITIONS INCORPORATED EITHER DIRECTLY OR BY REFERENCE IN THE FOLLOWING: 16. THIS AWARD IS BASED ON AN APPLICATION SUBMITTED TO, AND AS APPROVED BY, THE FEDERAL AWARDING AGENCY a. The grant program legislation. b. The grant program regulations. 10b. FEDERAL PROJECT OFFICER10a. GRANTEE AUTHORIZING OFFICIAL NOTICE OF AWARD 1a. SUPERSEDES AWARD NOTICE dated Originating MCA # AUTHORIZATION (Legislation/Regulations) 4. GRANT NO. 5a.ACTION TYPE 6. PROJECT PERIOD 7. BUDGET PERIOD 9a. GRANTEE NAME AND ADDRESS 9b. GRANTEE PROJECT DIRECTOR MM/DD/YYYY MM/DD/YYYY MM/DD/YYYY MM/DD/YYYY MM/DD/YYYY 1. DATE ISSUED 2. CFDA NO. 3. ASSISTANCE TYPE 8. From Through From Through 4a. FAIN 5. TYPE OF AWARD except that any additions or restrictions previously imposed remain in effect unless specifically rescinded ……………….................$ Total Personnel Costs Equipment Supplies Travel Construction Other Contractual TITLE OF PROJECT (OR PROGRAM) LINE#PO LINE DESCRIPTION $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 18a. UEI P.L. 111-11 Section 9504(a) Water Management Improvement of the Omnibus Lands Management Act of 2009 09/23/2022 09/23/2022 06/30/2024 09/23/2022 06/30/2024 City of Fresno Smart Irrigation Timers Direct Install Project 342,748.00 120,513.00 463,261.00 0.00 213,648.00 0.00 1,000.00 24,350.00 702,259.00 70,226.00 772,485.00 393,095.00 379,390.00 0.00 0.00 2 3 4 e See next page II 15.507 - WaterSMART (Sustain and Manage America’s Resources for Tomorrow) Cheryl Burns 2600 Fresno Street Fresno, CA, 93721-3624 Phone: 559-621-8628 FRESNO, CITY OF 2600 FRESNO ST FRESNO, CA, 93721-3620 Cheryl Burns 2600 Fresno Street Fresno, CA, 93721-3624 Phone: 559-621-8628 Joshua German 379,390.00 160718878550071338582 Project Grant 0.00 379,390.00 6 7 Edmund Weakland, Grants Management Specialist Bureau of Reclamation Main Interior Building 84-27132, PO Box 25007 Denver, CO, 80225-1000 Phone: 303-445-3757 GRANTS MANAGEMENT OFFICIAL: 5 379,390.00 R22AP00498-00 R22AP00498 New Other 1 0051027250-00010 $379,390.00 09/23/2022 06/30/2024 0680 R-DO-2022-001391 WEEG City of Fresno ELPGKCJ7DJK7 REMARKS: PROGRAM INCOME IS NOT ALLOWED Recipients are NOT required to sign the Notice of Award or any other award document. Recipients indicate their acceptance of an award, including award terms and conditions, by starting work, drawing down funds, or accepting the award via electronic means. Recipient acceptance of an award carries with it the responsibility to be aware of and comply with all terms and conditions applicable to the award. Recipients are responsible for ensuring that their subrecipients and contractors are aware of and comply with applicable award statutes, regulations, and terms and conditions. Recipient failure to comply with award terms and conditions can result in Reclamation taking one or more of the remedies and actions described in 2 CFR 200.339343. 2 of 09/23/2022 R22AP00498-00 2 PAGE DATE ISSUED GRANT NO. NOTICE OF AWARD (Continuation Sheet) 3 Federal Financial Report Cycle Reporting Period Start Date Reporting Period End Date Reporting Type Reporting Period Due Date 10/01/2022 03/31/2023 Semi-Annual 04/30/2023 04/01/2023 09/30/2023 Semi-Annual 10/30/2023 10/01/2023 03/31/2024 Semi-Annual 04/30/2024 04/01/2024 06/30/2024 Final 10/28/2024 Performance Progress Report Cycle Reporting Period Start Date Reporting Period End Date Reporting Type Reporting Period Due Date 10/01/2022 03/31/2023 Semi-Annual 04/30/2023 04/01/2023 09/30/2023 Semi-Annual 10/30/2023 10/01/2023 03/31/2024 Semi-Annual 04/30/2024 04/01/2024 06/30/2024 Final 10/28/2024 3 of 09/23/2022 R22AP00498-00 3 PAGE DATE ISSUED GRANT NO. NOTICE OF AWARD (Continuation Sheet) 3 AWARD ATTACHMENTS FRESNO, CITY OF R22AP00498-00 Agreement1. Agreement No. R22AP00498 Agreement Template (01/2021) UNITED STATES DEPARTMENT OF THE INTERIOR ASSISTANCE AGREEMENT R22AP00498 Between Bureau of Reclamation And The City of Fresno For City of Fresno Smart Irrigation Timers Direct Install Project Agreement No. R22AP00498 Agreement Template (01/2021) Page 2 of 57 TABLE OF CONTENTS I. OVERVIEW AND SCHEDULE ........................................................................................ 4 1. AUTHORITY ..................................................................................................................... 4 2. PUBLIC PURPOSE OF SUPPORT OR STIMULATION ................................................ 5 3. BACKGROUND AND OBJECTIVES .............................................................................. 5 4. PERIOD OF PERFORMANCE AND FUNDS AVAILABILITY ................................... 6 5. SCOPE OF WORK AND MILESTONES ......................................................................... 6 6. RESPONSIBILITY OF THE PARTIES ............................................................................ 7 7 BUDGET ............................................................................................................................ 8 8. KEY PERSONNEL .......................................................................................................... 10 9. LIMITATION OF AUTHORITIES ................................................................................. 11 10. REPORTING REQUIREMENTS AND DISTRIBUTION ............................................. 12 11. REGULATORY COMPLIANCE .................................................................................... 15 12. AGRICULTURAL OPERATIONS [Public Law 111-11, Section 9504(a)(3)(B)] .......... 15 13. TITLE TO IMPROVEMENTS [Public Law 111-11, Section 9504(a)(3)(D)]................. 15 14. OPERATION AND MAINTENANCE COSTS [Public Law 111-11, Section 9504(a)(3)(E)(iv.)] ............................................................................................... 15 15. LIABILITY [Public Law 111-11, Section 9504(a)(3)(F)] ............................................... 15 16. BUY AMERICA DOMESTIC PROCUREMENT PREFERENCE ................................ 16 II. RECLAMATION STANDARD TERMS AND CONDITIONS .................................... 19 1. REGULATIONS............................................................................................................... 19 2. PAYMENT ....................................................................................................................... 19 3. PROCUREMENT STANDARDS (2 CFR 200.317 through 200.327) ............................ 23 4. EQUIPMENT (2 CFR 200.313) ....................................................................................... 34 5. SUPPLIES (2 CFR 200.314) ............................................................................................ 36 6. INSPECTION ................................................................................................................... 37 7. AUDIT REQUIREMENTS (2 CFR 200.501) .................................................................. 37 8. REMEDIES FOR NONCOMPLIANCE (2 CFR 200.339) .............................................. 38 9. TERMINATION (2 CFR 200.340)................................................................................... 39 10. DEBARMENT AND SUSPENSION (2 CFR 1400)........................................................ 40 11. DRUG-FREE WORKPLACE (2 CFR 182 and 1401) ..................................................... 41 Agreement No. R22AP00498 Agreement Template (01/2021) Page 3 of 57 12. ASSURANCES AND CERTIFICATIONS INCORPORATED BY REFERENCE ....... 41 13. COVENANT AGAINST CONTINGENT FEES ............................................................. 41 14. TRAFFICKING VICTIMS PROTECTION ACT OF 2000 (2 CFR 175.15) .................. 42 15. NEW RESTRICTIONS ON LOBBYING (43 CFR 18)................................................... 44 16. UNIFORM RELOCATION ASSISTANCE AND REAL PROPERTY ACQUISITION POLICIES ACT OF 1970 (URA) (42 USC 4601 et seq.) .................... 45 17. SYSTEM FOR AWARD MANAGEMENT AND UNIVERSAL IDENTIFIER REQUIREMENTS (2 CFR 25, APPENDIX A) ........................................ 46 18. PROHIBITION ON TEXT MESSAGING AND USING ELECTRONIC EQUIPMENT SUPPLIED BY THE GOVERNMENT WHILE DRIVING .................... 47 19. REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION (2 CFR 170 APPENDIX A) .............................................................................................. 47 20. RECIPIENT EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (SEP 2013) ...................... 51 21. REPORTING OF MATTERS RELATED TO RECIPIENT INTEGRITY AND PERFORMANCE (APPENDIX XII TO 2 CFR PART 200) ................................. 52 22. CONFLICTS OF INTEREST ........................................................................................... 54 23. DATA AVAILABILITY .................................................................................................. 55 24. PROHIBITION ON PROVIDING FUNDS TO THE ENEMY ....................................... 55 25. ADDITIONAL ACCESS TO RECIPIENT RECORDS .................................................. 56 26. PROHIBITION ON CERTAIN TELECOMMUNICATION AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT ............................................ 56 III. DEPARTMENT OF THE INTERIOR STANDARD AWARD TERMS AND CONDITIONS ............................................................................................................................. 57 Agreement No. R22AP00498 Agreement Template (01/2021) Page 4 of 57 Financial Assistance Agreement Between Bureau of Reclamation And The City of Fresno For City of Fresno Smart Irrigation Timers Direct Install Project I. OVERVIEW AND SCHEDULE 1. AUTHORITY This Financial Assistance Agreement (Agreement) is entered into between the United States of America, acting through the Department of the Interior, Bureau of Reclamation (Reclamation) and the City of Fresno (Recipient), pursuant to Section 9504(a) of the SECURE WATER ACT, Subtitle F of Title IX of the OMNIBUS PUBLIC LAND MANAGEMENT ACT OF 2009, Public Law 111-11 (42 United States Code 10364) (the “Act”). The following section, provided in full text, authorizes Reclamation to award this financial assistance agreement: SEC. 9504. WATER MANAGEMENT IMPROVEMENT. (a) AUTHORIZATION OF GRANTS AND COOPERATIVE AGREEMENTS.— (1) AUTHORITY OF SECRETARY.—The Secretary may provide any grant to, or enter into an agreement with, any eligible applicant to assist the eligible applicant in planning, designing, or constructing any improvement— (A) to conserve water; (B) to increase water use efficiency; (C) to facilitate water markets; (D) to enhance water management, including increasing the use of renewable energy in the management and delivery of water; (E) to accelerate the adoption and use of advanced water treatment technologies to increase water supply; (F) to prevent the decline of species that the United States Fish and Wildlife Service and National Marine Fisheries Service have proposed for listing under the Endangered Species Act of 1973 (16 U.S.C. 1531 et seq.) (or candidate species that are being considered by those agencies for such listing but are not yet the subject of a proposed rule); Agreement No. R22AP00498 Agreement Template (01/2021) Page 5 of 57 (G) to accelerate the recovery of threatened species, endangered species, and designated critical habitats that are adversely affected by Federal reclamation projects or are subject to a recovery plan or conservation plan under the Endangered Species Act of 1973 (16 U.S.C. 1531 et seq.) under which the Commissioner of Reclamation has implementation responsibilities; or (H) to carry out any other activity— (i) to address any climate-related impact to the water supply of the United States that increases ecological resiliency to the impacts of climate change; or (ii) to prevent any water-related crisis or conflict at any watershed that has a nexus to a Federal reclamation project located in a service area. 2. PUBLIC PURPOSE OF SUPPORT OR STIMULATION The City of Fresno Smart Irrigation Timers Direct Install project (Project) achieves the public purpose of the Act by conserving water and improving water management. 3. BACKGROUND AND OBJECTIVES Through WaterSMART (Sustain and Manage America’s Resources for Tomorrow), Reclamation leverages Federal and non-Federal funding to work cooperatively with states, tribes, and local entities as they plan for and implement actions to increase water supply reliability through investments and attention to local water conflicts. Working together with our stakeholders, WaterSMART provides support for the Department of the Interior’s priorities, including creating a legacy of conservation stewardship, sustainably developing our energy and natural resources, modernizing our infrastructure through public-private partnerships, and restoring trust with local communities by improving relationships and communication with states, tribes, local governments, communities, landowners and water users. Through Water and Energy Efficiency Grants, Reclamation provides assistance to states, tribes, irrigation districts, water districts, and other entities with water or power delivery authority to undertake projects that result in quantifiable and sustained water savings and support broader water reliability benefits. The City of Fresno, located in central California, will purchase, install, and program 1,500 smart irrigation timers for its residential customers. Installation and programming of the timers will be free to participating residents, making the program more widely available for the City’s low income and disadvantaged communities. The free direct install program is expected to result in annual water savings of 360 acre-feet, which will assist in stabilizing or increasing groundwater levels in the historically overdrawn North Kings Subbasin and alleviating pressure on Central Valley Project water and the San Joaquin River. Agreement No. R22AP00498 Agreement Template (01/2021) Page 6 of 57 4. PERIOD OF PERFORMANCE AND FUNDS AVAILABILITY This Agreement becomes effective on the date shown in block 1 of the United States of America, Department of the Interior, Notice of Award (NOA). The Agreement shall remain in effect through the date shown in block 6 of the NOA. The project period for this Agreement may only be changed through written amendment of the Agreement by a Reclamation Grants Officer (GO). No legal liability on the part of the Government for any payment may arise until funds are made available, in writing, to the Recipient by a Reclamation GO. The total estimated project cost for this Agreement is $772,485 and the total estimated amount of Federal funding is $379,390. The initial amount of Federal funds available is limited to $379,390 as indicated by the section titled “Amount of Financial Assistance This Action” within block 12 of the NOA. Subject to the availability of Congressional appropriations, subsequent funds will be made available for payment through written modifications to this agreement by a Reclamation GO. 5. SCOPE OF WORK AND MILESTONES Under this Agreement, the Recipient shall implement a direct install program of smart irrigation timers for its residential customers. The project area consists of the seven Council districts within the City of Fresno, California. The Recipient shall include in its records the locations of timers installed under this Agreement. After review of the methodology used to estimate water conservation savings, consideration of supporting documentation provided by the Recipient, and any adjustments made during the evaluation of the Project, it was determined that these improvements are expected to result in annual water savings of 360 acre-feet. The milestones* for completing the Project are: Milestone / Task / Activity Planned Start Date Planned Completion Date Complete environmental and cultural compliance 08/2022 10/2022 Plan and market for program 09/2022 06/2024 Procure timers 09/2022 06/2024 Install timers (50% complete) 09/2022 07/2023 Install timers (100% complete) 09/2022 06/2024 *Please note milestone activities and planned dates may change Agreement No. R22AP00498 Agreement Template (01/2021) Page 7 of 57 6. RESPONSIBILITY OF THE PARTIES 6.1 Recipient Responsibilities 6.1.1 The Recipient shall carry out the Scope of Work (SOW) in accordance with the terms and conditions stated herein. The Recipient shall adhere to Federal, state, and local laws, regulations, and codes, as applicable, and shall obtain all required approvals and permits. If the SOW contains construction activities, the Recipient is responsible for construction inspection, oversight, and acceptance. If applicable, the Recipient shall also coordinate and obtain approvals from site owners and operators. 6.1.2 Interim Performance Reports. The Recipient shall prepare and submit to Reclamation interim Project performance reports (Interim Performance Reports) as required by Section I.10 of this Agreement. Each Interim Performance Report will include (but is not limited to) the information identified in paragraph I.10.3 and will discuss the following: • A comparison of actual accomplishments to the milestones established by the financial assistance agreement for the reporting period • The reasons why established milestones were not met, if applicable • The status of milestones from the previous reporting period that were not met, if applicable • Whether the Project is on schedule and within the original cost estimate • Any additional pertinent information or issues related to the status of the Project 6.1.3 Final Project Report. The Recipient shall prepare and submit to Reclamation a final Project performance report (Final Project Report) as required by Section I.10 of this Agreement. The Final Project Report will include (but is not limited to) the information identified in paragraph I.10.3 and will discuss the following: • Whether the Project objectives and goals were met • The amount of water conserved, if applicable, including information and/or calculations supporting that amount • The amount of energy the renewable energy system is generating annually, if applicable • How the Project demonstrated collaboration, if applicable Photographs documenting the project are also appreciated. Recipient understands that Reclamation may print photos with appropriate credit to Recipient. Recipient also understands that the Final Project Report is a public document and may be made available on Reclamation’s website, www.usbr.gov/watersmart/. 6.1.4 Tangible Personal Property. The Recipient shall use materials and supplies purchased under this Agreement in accordance with 2 CFR §200.314. Within 90 days after the period of performance is complete, the Recipient shall complete and submit a Tangible Personal Property Report (SF-428); Final Report (SF-424B); Disposition Request (SF-424C); and, if appropriate, Supplemental Form (SF-428S). If the value of the remaining materials and supplies exceeds Agreement No. R22AP00498 Agreement Template (01/2021) Page 8 of 57 $5,000 in total aggregate value upon termination or completion of the project or program and the supplies are not needed for any other Federal award, the Recipient must retain the supplies for use on other activities or sell them, but must, in either case, compensate the Federal Government for its share. Should the personal property be sold, the Recipient may deduct and retain from the Federal share $500.00 or ten percent of the proceeds, whichever, is less, for its selling and handling expenses. 6.2 Reclamation Responsibilities 6.2.1 Reclamation will monitor and provide Federal oversight of activities performed under this Agreement. Monitoring and oversight includes review and approval of financial status and performance reports, payment requests, and any other deliverables identified as part of the SOW. Additional monitoring activities may include site visits, conference calls, and other on-site and off-site monitoring activities. At the Recipient’s request, Reclamation may also provide technical assistance to the Recipient in support of the SOW and objectives of this Agreement. 7 BUDGET 7.1 Budget Estimate. The following is the estimated budget for this Agreement. As Federal financial assistance agreements are cost-reimbursable, the budget provided is for estimation purposes only. Final costs incurred under the budget categories listed may be either higher or lower than the estimated costs. All costs incurred by the Recipient under this Agreement must be in accordance with any pre-award clarifications conducted between the Recipient and Reclamation, as well as with the terms and conditions of this Agreement. Final determination of the allowability, allocability, or reasonableness of costs incurred under this Agreement is the responsibility of the GO. Recipients are encouraged to direct any questions regarding allowability, allocability or reasonableness of costs to the GO for review prior to incurrence of the costs in question. Summary 6. Budget Object Category Total Cost Federal Estimated Amount Non-Federal Estimated Amount a. Personnel $342,748 b. Fringe Benefits $120,513 c. Travel $0 d. Equipment $0 e. Supplies $213,648 f. Contractual $24,350 g. Construction $0 h. Other Direct Costs $1,000 i. Total Direct Costs $702,259 i. Indirect Charges $70,226 Total Costs $772,485 $379,390 $393,095 Cost Share Percentage 49% 51% Agreement No. R22AP00498 Agreement Template (01/2021) Page 9 of 57 7.2 Cost Sharing Requirement At least 50% non-Federal cost-share is required for costs incurred under this Agreement. Based on the budget estimate reflected in Section 7.1 above, the estimated Federal share of allowable costs is 51% ($379,390) and the Recipient’s estimated non-Federal cost share is 51% ($393,095). The Federal share of allowable costs shall not be expended in advance of the Recipient's non-Federal share. It is expected that expenditure of Federal and non-Federal funds based upon the estimated cost share percentages shall occur concurrently. If a bona fide need arises which requires the expenditure of Federal funds in advance of the Recipient share, then the Recipient must request written approval from the Reclamation GO prior to the expenditure. Recipient may not expend their agreed upon share of costs in advance of the expenditure of Federal funds without prior written approval. 7.3 Pre-Award Incurrence of Costs The Recipient is not authorized to incur costs prior to the award of this Agreement. Costs incurred prior to the award of this agreement are not allowable. 7.4 Allowable Costs Costs incurred for the performance of this Agreement must be allowable, allocable to the project, and reasonable. The following regulations, codified within the Code of Federal Regulations (CFR), governs the allowability of costs for Federal financial assistance: 2 CFR 200 Subpart E, “Cost Principles” Expenditures for the performance of this Agreement must conform to the requirements within this CFR. The Recipient must maintain sufficient documentation to support these expenditures. Questions on the allowability of costs should be directed to the GO responsible for this Agreement. The Recipient shall not incur costs or obligate funds for any purpose pertaining to operation of the program or activities beyond the expiration date stated in the Agreement. The only costs which are authorized for a period of up to 120 calendar days following the project performance period are those strictly associated with closeout activities for preparation of the final reports. 7.5 Revision of Budget and Program Plans In accordance with 2 CFR 200.308(h) the recipient must request prior written approval for any of the following changes: (a) A change in the approved scope of work or associated tasks, even if there is no associated budget revisions. (b) Revisions which require additional Federal funds to complete the project. Agreement No. R22AP00498 Agreement Template (01/2021) Page 10 of 57 (c) Revisions which involve specific costs for which prior written approval requirements may be imposed consistent with OMB cost principles listed in 2 CFR 200 Subpart E “Cost Principles” 7.6 Amendments Any changes to this Agreement shall be made by means of a written amendment. Reclamation may make changes to the Agreement by means of a unilateral amendment to address changes in address, no-cost time extensions, changes to Key Personnel, the addition of previously agreed upon funding, or administrative corrections which do not impact the terms and conditions of this Agreement. Additionally, a unilateral amendment may be utilized by Reclamation if it should become necessary to suspend or terminate the Agreement in accordance with 2 CFR 200.340. All other changes shall be made by means of a bilateral amendment to the Agreement. No oral statement made by any person, or written statement by any person other than the GO, shall be allowed in any manner or degree to amend, modify or otherwise effect the terms of the Agreement. All requests for amendment of the Agreement shall be made in writing, provide a full description of the reason for the request, and be sent to the attention of the GO. Any request for project period extension shall be made at least 45 days prior to the end of the project period of the Agreement or the project period date of any extension that may have been previously granted. Any determination to extend the project period or to provide follow-on funding for continuation of a project is solely at the discretion of Reclamation. 8. KEY PERSONNEL 8.1 Recipient’s Key Personnel. The Recipient's Project Manager for this Agreement shall be: Wendy Cornelius Water Conservation Supervisor 1910 E. University Avenue Fresno, CA 93703 559-621-5395 Wendy.cornelius@fresno.gov The Recipient’s Authorized Representative shall be: Brock Buche Director Department of Public Utilities 1626 E Street Fresno, CA 93706 Phone: (559) 621-8610 brock.buche@fresno.gov Agreement No. R22AP00498 Agreement Template (01/2021) Page 11 of 57 Additional key personnel for this Agreement are identified as follows: Cheryl Burns Senior Management Analyst Department of Public Utilities Administration 1626 E Street Fresno, CA 93706 Phone: (559) 621-8628 cheryl.burns@fresno.gov 9. LIMITATION OF AUTHORITIES 9.1 Grants Officer (GO). The Reclamation GO is the only official with legal delegated authority to represent Reclamation. The Reclamation GO’s responsibilities include, but are not limited to, the following: (a) Formally obligate Reclamation to expend funds or change the funding level of the Agreement; (b) Approve through formal amendment changes in the scope of work and/or budget; (c) Approve through formal amendment any increase or decrease in the project period of the Agreement; (d) Approve through formal amendment changes in any of the expressed terms, conditions, or specifications of the Agreement; (e) Be responsible for the overall administration, management, and other non-programmatic aspects of the Agreement including, but not limited to, interpretation of financial assistance statutes, regulations, circulars, policies, and terms of the Agreement; and (f) Where applicable, ensures that Reclamation complies with the administrative requirements required by statutes, regulations, circulars, policies, and terms of the Agreement. 9.2 Grants Management Specialist. The Reclamation Grants Management Specialist (GMS) is the primary administrative point of contact for this Agreement and should be contacted regarding issues related to the day-to-day management of the Agreement. Requests for approval regarding the terms and conditions of the Agreement, including but not limited to amendments and prior approval, may only be granted, in writing, by a Reclamation GO. Please note that for some Agreements, the Reclamation GO and the Reclamation GMS may be the same individual. Agreement No. R22AP00498 Agreement Template (01/2021) Page 12 of 57 10. REPORTING REQUIREMENTS AND DISTRIBUTION 10.1 Noncompliance. Failure to comply with the reporting requirements contained in this Agreement may be considered a material noncompliance with the terms and conditions of the award. Noncompliance may result in withholding of payments pending receipt of required reports, denying both the use of funds and matching credit for all or part of the cost of the activity or action not in compliance, whole or partial suspension or termination of the Agreement, recovery of funds paid under the Agreement, withholding of future awards, or other legal remedies in accordance with 2 CFR 200.339. 10.2 Financial Reports. Federal Financial Reports shall be submitted by means of the SF-425 and shall be submitted according to the Report Frequency and Distribution schedule below. All financial reports shall be signed by an Authorized Certifying Official for the Recipient’s organization. 10.3 Monitoring and Reporting Program Performance (a) Monitoring by the non-Federal entity. The non-Federal entity is responsible for oversight of the operations of the Federal award supported activities. The non-Federal entity must monitor its activities under Federal awards to assure compliance with applicable Federal requirements and performance expectations are being achieved. Monitoring by the non- Federal entity must cover each program, function or activity. See also 2 CFR 200.332 Requirements for pass-through entities. (b) Non-construction performance reports. The Federal awarding agency must use standard, OMB-approved data elements for collection of performance information (including performance progress reports, Research Performance Progress Report, or such future collections as may be approved by OMB and listed on the OMB Web site). (1) The non-Federal entity must submit performance reports at the interval required by the Federal awarding agency or pass-through entity to best inform improvements in program outcomes and productivity. Intervals must be no less frequent than annually nor more frequent than quarterly except in unusual circumstances, for example where more frequent reporting is necessary for the effective monitoring of the Federal award or could significantly affect program outcomes. Annual reports must be due 90 calendar days after the reporting period; quarterly or semiannual reports must be due 30 calendar days after the reporting period. Alternatively, the Federal awarding agency or pass-through entity may require annual reports before the anniversary dates of multiple year Federal awards. The final performance report will be due 120 calendar days after the project period end date. If a justified request is submitted by a non-Federal entity, the Federal agency may extend the due date for any performance report. (2) The non-Federal entity must submit performance reports using OMB-approved governmentwide standard information collections when providing performance information. As appropriate in accordance with above mentioned information Agreement No. R22AP00498 Agreement Template (01/2021) Page 13 of 57 collections, these reports will contain, for each Federal award, brief information on the following unless other collections are approved by OMB: (i) A comparison of actual accomplishments to the objectives of the Federal award established for the period. Where the accomplishments of the Federal award can be quantified, a computation of the cost (for example, related to units of accomplishment) may be required if that information will be useful. Where performance trend data and analysis would be informative to the Federal awarding agency program, the Federal awarding agency should include this as a performance reporting requirement. (ii) The reasons why established goals were not met, if appropriate. (iii) Additional pertinent information including, when appropriate, analysis and explanation of cost overruns or high unit costs. (c) Construction performance reports. For the most part, onsite technical inspections and certified percentage of completion data are relied on heavily by Federal awarding agencies and pass-through entities to monitor progress under Federal awards and subawards for construction. The Federal awarding agency may require additional performance reports only when considered necessary. (d) Significant developments. Events may occur between the scheduled performance reporting dates that have significant impact upon the supported activity. In such cases, the non-Federal entity must inform the Federal awarding agency or pass-through entity as soon as the following types of conditions become known: (1) Problems, delays, or adverse conditions which will materially impair the ability to meet the objective of the Federal award. This disclosure must include a statement of the action taken, or contemplated, and any assistance needed to resolve the situation. (2) Favorable developments which enable meeting time schedules and objectives sooner or at less cost than anticipated or producing more or different beneficial results than originally planned. Reclamation requires Performance reporting for all financial assistance awards, both Construction and non-Construction. Performance reports for Construction agreements shall meet the same minimum requirements outlined in paragraph (b)(2) above. 10.4 Report Frequency and Distribution. The following table sets forth the reporting requirements for this Agreement. Please note the first report due date listed for each type of report. Agreement No. R22AP00498 Agreement Template (01/2021) Page 14 of 57 Required Reports Interim Reports Final Report Performance Report Format No specific format required. See content requirements within Section 10.3and any program specific reporting requirements identified in Section 6.1 of this Agreement Summary of activities completed during the entire period of performance is required. See content requirements within Section 10.3 and any program specific reporting requirements identified in Section 6.1 of this Agreement. Reporting Frequency Semi-Annual Final Report due within 120 calendar days after the end of the period of performance Reporting Period October 1 through March 31 and April 1 through September 30. Entire period of performance Due Date Within 30 calendar days after the end of the Reporting Period Final Report due within 120 calendar days after the end of the period of performance or completion of the project First Report Due Date The first performance report is due for reporting period ending 03/31/2023 N/A Submit to: GrantSolutions or sha-dro-faoperations@usbr.gov Attn: Nathan Moeller GrantSolutions or sha-dro-faoperations@usbr.gov Attn: Nathan Moeller Federal Financial Report Format SF-425 (all sections must be completed) SF-425(all sections must be completed) Reporting Frequency Semi-Annual Final Report due within 120 calendar days after the end of the period of performance or completion of the project Reporting Period October 1 through March 31 and April 1 through September 30. Entire period of performance Due Date Within 30 calendar days after the end of the Reporting Period. Final Report due within 120 calendar days after the end of the period of performance or completion of the project. First Report Due Date The first Federal financial report is due for reporting period ending 03/31/2023. N/A Submit to: GrantSolutions or sha-dro-faoperations@usbr.gov Attn: Nathan Moeller GrantSolutions or sha-dro-faoperations@usbr.gov Attn: Nathan Moeller Agreement No. R22AP00498 Agreement Template (01/2021) Page 15 of 57 11. REGULATORY COMPLIANCE The Recipient agrees to comply or assist Reclamation with all regulatory compliance requirements and all applicable state, Federal, and local environmental and cultural and paleontological resource protection laws and regulations as applicable to this project. These may include, but are not limited to, the National Environmental Policy Act (NEPA), including the Council on Environmental Quality and Department of the Interior regulations implementing NEPA, the Clean Water Act, the Endangered Species Act, consultation with potentially affected Tribes, and consultation with the State Historic Preservation Office. Once regulatory compliance is complete, a Reclamation GO will issue a Notice to Proceed along with the compliance documentation notifying the Recipient that compliance is complete and on-the-ground work can commence on the project. If the Recipient begins project activities that require environmental or other regulatory compliance approval prior to receipt of written notice from the Reclamation GO that all such clearances have been obtained, then Reclamation reserves the right to initiate remedies for non-compliance as defined by 2 CFR 200.339 up to and including unilateral termination of this agreement per 2 CFR 200.340. 12. AGRICULTURAL OPERATIONS [Public Law 111-11, Section 9504(a)(3)(B)] The Recipient shall not use any associated water savings to increase the total irrigated acreage of the Recipient or otherwise increase the consumptive use of water in the operation of the Recipient, as determined pursuant to the law of the State in which the operation of Recipient is located. 13. TITLE TO IMPROVEMENTS [Public Law 111-11, Section 9504(a)(3)(D)] If the activities funded under this Agreement result in an infrastructure improvement to a federally owned facility, the Federal Government shall continue to hold title to the facility and improvements to the facility. 14. OPERATION AND MAINTENANCE COSTS [Public Law 111-11, Section 9504(a)(3)(E)(iv.)] The non-Federal share of the cost of operating and maintaining any infrastructure improvement funded through this Agreement shall be 100 percent. 15. LIABILITY [Public Law 111-11, Section 9504(a)(3)(F)] (a) IN GENERAL.—Except as provided under chapter 171 of title 28, United States Code (commonly known as the ‘‘Federal Tort Claims Act’’), the United States shall not be liable for monetary damages of any kind for any injury arising out of an act, omission, or occurrence that arises in relation to any facility created or improved under this Agreement, the title of which is not held by the United States. Agreement No. R22AP00498 Agreement Template (01/2021) Page 16 of 57 (b) TORT CLAIMS ACT.—Nothing in this section increases the liability of the United States beyond that provided in chapter 171 of title 28, United States Code (commonly known as the ‘‘Federal Tort Claims Act’’). 16. BUY AMERICA DOMESTIC PROCUREMENT PREFERENCE As required by Section 70914 of the Bipartisan Infrastructure Law (also known as the Infrastructure Investment and Jobs Act), P.L. 117-58, on or after May 14, 2022, none of the funds under a federal award that are part of Federal financial assistance program for infrastructure may be obligated for a project unless all of the iron, steel, manufactured products, and construction materials used in the project are produced in the United States, unless subject to an approved waiver. The requirements of this section must be included in all subawards, including all contracts and purchase orders for work or products under this program. Recipients of an award of Federal financial assistance are hereby notified that none of the funds provided under this award may be used for a project for infrastructure unless: 1. all iron and steel used in the project are produced in the United States--this means all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States; 2. all manufactured products used in the project are produced in the United States— this means the manufactured product was manufactured in the United States; and the cost of the components of the manufactured product that are mined, produced, or manufactured in the United States is greater than 55 percent of the total cost of all components of the manufactured product, unless another standard for determining the minimum amount of domestic content of the manufactured product has been established under applicable law or regulation; and 3. all construction materials are manufactured in the United States—this means that all manufacturing processes for the construction material occurred in the United States. The Buy America preference only applies to articles, materials, and supplies that are consumed in, incorporated into, or affixed to an infrastructure project. As such, it does not apply to tools, equipment, and supplies, such as temporary scaffolding, brought to the construction site and removed at or before the completion of the infrastructure project. Nor does a Buy America preference apply to equipment and furnishings, such as movable chairs, desks, and portable computer equipment, that are used at or within the finished infrastructure project, but are not an integral part of the structure or permanently affixed to the infrastructure project. For further information on the Buy America preference, please visit www.doi.gov/grants/BuyAmerica. Additional information can also be found at the White House Made in America Office website: www.whitehouse.gov/omb/management/made-in-america/. Waivers When necessary, recipients may apply for, and the Department of the Interior (DOI) may grant, a waiver from these requirements, subject to review by the Made in America Office. The DOI may Agreement No. R22AP00498 Agreement Template (01/2021) Page 17 of 57 waive the application of the domestic content procurement preference in any case in which it is determined that one of the below circumstances applies: 1. Non-availability Waiver: the types of iron, steel, manufactured products, or construction materials are not produced in the United States in sufficient and reasonably available quantities or of a satisfactory quality; 2. Unreasonable Cost Waiver: the inclusion of iron, steel, manufactured products, or construction materials produced in the United States will increase the cost of the overall project by more than 25 percent; or 3. Public Interest Waiver: applying the domestic content procurement preference would be inconsistent with the public interest. There may be instances where an award qualifies, in whole or in part, for an existing DOI general applicability waiver as described at: www.doi.gov/grants/BuyAmerica/GeneralApplicabilityWaivers. If the specific financial assistance agreement, infrastructure project, or non-domestic materials meets the criteria of an existing general applicability waiver within the limitations defined within the waiver, the recipient is not required to request a separate waiver for non-domestic materials. If a general applicability waiver does not already apply, and a recipient believes that one of the above circumstances applies to an award, a request to waive the application of the domestic content procurement preference may be submitted to the financial assistance awarding officer in writing. Waiver requests shall include the below information. The waiver shall not include any Privacy Act information, sensitive data, or proprietary information within their waiver request. Waiver requests will be posted to www.doi.gov/grants/buyamerica and are subject to public comment periods of no less than 15 days. Waiver requests will also be reviewed by the Made in America Office. 1. Type of waiver requested (non-availability, unreasonable cost, or public interest). 2. Requesting entity and Unique Entity Identifier (UEI) submitting the request. 3. Department of Interior Bureau or Office who issued the award. 4. Federal financial assistance listing name and number (reference block 2 on DOI Notice of Award) 5. Financial assistance title of project (reference block 8 on DOI Notice of Award). 6. Federal Award Identification Number (FAIN).  7. Federal funding amount (reference block 11.m. on DO  Notice of Award). 8. Total cost of Infrastructure expenditures (includes federal and non-federal funds to the extent known). 9. Infrastructure project description(s) and location(s) (to the extent known). 10. List of iron or steel item(s), manufactured goods, and construction material(s) the recipient seeks to waive from Buy America requirements. Include the name, cost, countries of origin (if known), and relevant PSC or NAICS code for each. 11. A certification that the recipient made a good faith effort to solicit bids for domestic products supported by terms included in requests for proposals, contracts, and nonproprietary communications with the prime contractor. 12. A statement of waiver justification, including a description of efforts made (e.g., market research, industry outreach) by the recipient, in an attempt to avoid the need Agreement No. R22AP00498 Agreement Template (01/2021) Page 18 of 57 for a waiver. Such a justification may cite, if applicable, the absence of any Buy America-compliant bids received in response to a solicitation. 13. Anticipated impact if no waiver is issued. Approved waivers will be posted at www.doi.gov/grants/BuyAmerica/ApprovedWaivers; recipients requesting a waiver will be notified of their waiver request determination by an awarding officer. Questions pertaining to waivers should be directed to the financial assistance awarding officer. Definitions “Construction materials” includes an article, material, or supply that is or consists primarily of: • non-ferrous metals; • plastic and polymer-based products (including polyvinylchloride, composite building materials, and polymers used in fiber optic cables); • glass (including optic glass); • lumber; or • drywall. “Construction Materials” does not include cement and cementitious materials, aggregates such as stone, sand, or gravel, or aggregate binding agents or additives. “Domestic content procurement preference’’ means all iron and steel used in the project are produced in the United States; the manufactured products used in the project are produced in the United States; or the construction materials used in the project are produced in the United States. “Infrastructure” includes, at a minimum, the structures, facilities, and equipment for, in the United States, roads, highways, and bridges; public transportation; dams, ports, harbors, and other maritime facilities; intercity passenger and freight railroads; freight and intermodal facilities; airports; water systems, including drinking water and wastewater systems; electrical transmission facilities and systems; utilities; broadband infrastructure; and buildings and real property. Infrastructure includes facilities that generate, transport, and distribute energy. “Project” means the construction, alteration, maintenance, or repair of infrastructure in the United States Agreement No. R22AP00498 Agreement Template (01/2021) Page 19 of 57 II. RECLAMATION STANDARD TERMS AND CONDITIONS 1. REGULATIONS The regulations at 2 CFR Subtitle A, Chapter II, Part 200 “Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards”, are hereby incorporated by reference as though set forth in full text. Failure of a Recipient to comply with any applicable regulation or circular may be the basis for withholding payments for proper charges made by the Recipient and/or for termination of support. 2. PAYMENT 2.1 Federal Payment (2 CFR 200.305). (a) For states, payments are governed by Treasury-State Cash Management Improvement Act (CMIA) agreements and default procedures codified at 31 CFR part 205 and Treasury Financial Manual (TFM) 4A-2000, “Overall Disbursing Rules for All Federal Agencies”. (b) For non-Federal entities other than states, payments methods must minimize the time elapsing between the transfer of funds from the United States Treasury or the pass- through entity and the disbursement by the non-Federal entity whether the payment is made by electronic funds transfer, or issuance or redemption of checks, warrants, or payment by other means. See also §200.302(b)(6). Except as noted elsewhere in this part, Federal agencies must require recipients to use only OMB-approved, governmentwide information collection requests to request payment. (1) The non-Federal entity must be paid in advance, provided it maintains or demonstrates the willingness to maintain both written procedures that minimize the time elapsing between the transfer of funds and disbursement by the non-Federal entity, and financial management systems that meet the standards for fund control and accountability as established in this part. Advance payments to a non-Federal entity must be limited to the minimum amounts needed and be timed to be in accordance with the actual, immediate cash requirements of the non-Federal entity in carrying out the purpose of the approved program or project. The timing and amount of advance payments must be as close as is administratively feasible to the actual disbursements by the non-Federal entity for direct program or project costs and the proportionate share of any allowable indirect costs. The non-Federal entity must make timely payment to contractors in accordance with the contract provisions. (2) Whenever possible, advance payments must be consolidated to cover anticipated cash needs for all Federal awards made by the Federal awarding agency to the recipient. (i) Advance payment mechanisms include, but are not limited to, Treasury check and electronic funds transfer and must comply with applicable guidance in 31 CFR part 208. Agreement No. R22AP00498 Agreement Template (01/2021) Page 20 of 57 (ii) Non-Federal entities must be authorized to submit requests for advance payments and reimbursements at least monthly when electronic fund transfers are not used, and as often as they like when electronic transfers are used, in accordance with the provisions of the Electronic Fund Transfer Act (15 U.S.C. 1693-1693r). (3) Reimbursement is the preferred method when the requirements in this paragraph (b) cannot be met, when the Federal awarding agency sets a specific condition per §200.208, or when the non-Federal entity requests payment by reimbursement. This method may be used on any Federal award for construction, or if the major portion of the construction project is accomplished through private market financing or Federal loans, and the Federal award constitutes a minor portion of the project. When the reimbursement method is used, the Federal awarding agency or pass-through entity must make payment within 30 calendar days after receipt of the billing, unless the Federal awarding agency or pass-through entity reasonably believes the request to be improper. (4) If the non-Federal entity cannot meet the criteria for advance payments and the Federal awarding agency or pass-through entity has determined that reimbursement is not feasible because the non-Federal entity lacks sufficient working capital, the Federal awarding agency or pass-through entity may provide cash on a working capital advance basis. Under this procedure, the Federal awarding agency or pass-through entity must advance cash payments to the non-Federal entity to cover its estimated disbursement needs for an initial period generally geared to the non-Federal entity's disbursing cycle. Thereafter, the Federal awarding agency or pass-through entity must reimburse the non-Federal entity for its actual cash disbursements. Use of the working capital advance method of payment requires that the pass-through entity provide timely advance payments to any subrecipients in order to meet the subrecipient's actual cash disbursements. The working capital advance method of payment must not be used by the pass-through entity if the reason for using this method is the unwillingness or inability of the pass-through entity to provide timely advance payments to the subrecipient to meet the subrecipient's actual cash disbursements. (5) To the extent available, the non-Federal entity must disburse funds available from program income (including repayments to a revolving fund), rebates, refunds, contract settlements, audit recoveries, and interest earned on such funds before requesting additional cash payments. (6) Unless otherwise required by Federal statutes, payments for allowable costs by non- Federal entities must not be withheld at any time during the period of performance unless the conditions of §200.208, subpart D of this part, including §200.339, or one or more of the following applies: (i) The non-Federal entity has failed to comply with the project objectives, Federal statutes, regulations, or the terms and conditions of the Federal award. (ii) The non-Federal entity is delinquent in a debt to the United States as defined in OMB Circular A-129, “Policies for Federal Credit Programs and Non-Tax Agreement No. R22AP00498 Agreement Template (01/2021) Page 21 of 57 Receivables.” Under such conditions, the Federal awarding agency or pass- through entity may, upon reasonable notice, inform the non-Federal entity that payments must not be made for financial obligations incurred after a specified date until the conditions are corrected or the indebtedness to the Federal Government is liquidated. (iii) A payment withheld for failure to comply with Federal award conditions, but without suspension of the Federal award, must be released to the non-Federal entity upon subsequent compliance. When a Federal award is suspended, payment adjustments will be made in accordance with §200.343. (iv) A payment must not be made to a non-Federal entity for amounts that are withheld by the non-Federal entity from payment to contractors to assure satisfactory completion of work. A payment must be made when the non-Federal entity actually disburses the withheld funds to the contractors or to escrow accounts established to assure satisfactory completion of work. (7) Standards governing the use of banks and other institutions as depositories of advance payments under Federal awards are as follows. (i) The Federal awarding agency and pass-through entity must not require separate depository accounts for funds provided to a non-Federal entity or establish any eligibility requirements for depositories for funds provided to the non-Federal entity. However, the non-Federal entity must be able to account for funds received, obligated, and expended. (ii) Advance payments of Federal funds must be deposited and maintained in insured accounts whenever possible. (8) The non-Federal entity must maintain advance payments of Federal awards in interest- bearing accounts, unless the following apply: (i) The non-Federal entity receives less than $250,000 in Federal awards per year. (ii) The best reasonably available interest-bearing account would not be expected to earn interest in excess of $500 per year on Federal cash balances. (iii) The depository would require an average or minimum balance so high that it would not be feasible within the expected Federal and non-Federal cash resources. (iv) A foreign government or banking system prohibits or precludes interest-bearing accounts. (9) Interest earned amounts up to $500 per year may be retained by the non-Federal entity for administrative expense. Any additional interest earned on Federal advance payments deposited in interest-bearing accounts must be remitted annually to the Department of Health and Human Services Payment Management System (PMS) Agreement No. R22AP00498 Agreement Template (01/2021) Page 22 of 57 through an electronic medium using either Automated Clearing House (ACH) network or a Fedwire Funds Service payment. (i) For returning interest on Federal awards paid through PMS, the refund should: (A) Provide an explanation stating that the refund is for interest; (B) List the PMS Payee Account Number(s) (PANs); (C) List the Federal award number(s) for which the interest was earned; and (D) Make returns payable to: Department of Health and Human Services. (ii) For returning interest on Federal awards not paid through PMS, the refund should: (A) Provide an explanation stating that the refund is for interest; (B) Include the name of the awarding agency; (C) List the Federal award number(s) for which the interest was earned; and (D) Make returns payable to: Department of Health and Human Services. (10) Funds, principal, and excess cash returns must be directed to the original Federal agency payment system. The non-Federal entity should review instructions from the original Federal agency payment system. Returns should include the following information: (i) Payee Account Number (PAN), if the payment originated from PMS, or Agency information to indicate whom to credit the funding if the payment originated from ASAP, NSF, or another Federal agency payment system. (ii) PMS document number and subaccount(s), if the payment originated from PMS, or relevant account numbers if the payment originated from another Federal agency payment system. (iii) The reason for the return (e.g., excess cash, funds not spent, interest, part interest part other, etc.) (11) When returning funds or interest to PMS you must include the following as applicable: (i) For ACH Returns: Routing Number: 051036706 Account number: 303000 Bank Name and Location: Credit Gateway—ACH Receiver St. Paul, MN (ii) For Fedwire Returns¹: Routing Number: 021030004 Account number: 75010501 Bank Name and Location: Federal Reserve Bank Treas NYC/Funds Transfer Division New York, NY ¹Please note that the organization initiating payment is likely to incur a charge from their Financial Institution for this type of payment. Agreement No. R22AP00498 Agreement Template (01/2021) Page 23 of 57 (iii) For International ACH Returns: Beneficiary Account: Federal Reserve Bank of New York/ITS (FRBNY/ITS) Bank: Citibank N.A. (New York) Swift Code: CITIUS33 Account Number: 36838868 Bank Address: 388 Greenwich Street, New York, NY 10013 USA Payment Details (Line 70): Agency Locator Code (ALC): 75010501 Name (abbreviated when possible) and ALC Agency POC (iv) For recipients that do not have electronic remittance capability, please make check² payable to: “The Department of Health and Human Services.” Mail Check to Treasury approved lockbox: HHS Program Support Center, P.O. Box 530231, Atlanta, GA 30353-0231 ²Please allow 4-6 weeks for processing of a payment by check to be applied to the appropriate PMS account. (v) Questions can be directed to PMS at 877-614-5533 or PMSSupport@psc.hhs.gov. 2.2 Payment Method. Recipients must utilize the Department of Treasury Automated Standard Application for Payments (ASAP) payment system to request advance or reimbursement payments. ASAP is a Recipient-initiated payment and information system designed to provide a single point of contact for the request and delivery of Federal funds. ASAP is the only allowable method for request and receipt of payment. Recipient procedures must minimize the time elapsing between the drawdown of Federal funds and the disbursement for agreement purposes. In accordance with 2 CFR 25.200(b)(2) the Recipient shall “Maintain an active SAM registration with current information, including information on a recipient's immediate and highest level owner and subsidiaries, as well as on all predecessors that have been awarded a Federal contract or grant within the last three years, if applicable, at all times during which it has an active Federal award or an application or plan under consideration by a Federal awarding agency. If the Recipient allows their SAM registration to lapse, the Recipient’s accounts within ASAP will be automatically suspended by Reclamation until such time as the Recipient renews their SAM registration. 3. PROCUREMENT STANDARDS (2 CFR 200.317 through 200.327) §200.317 Procurements by States When procuring property and services under a Federal award, a State must follow the same policies and procedures it uses for procurements from its non-Federal funds. The State will comply with §§200.321, 200.322, and 200.323 and ensure that every purchase order or other contract includes any clauses required by §200.327. All other non-Federal entities, including subrecipients of a State, must follow the procurement standards in §§200.318 through 200.327. Agreement No. R22AP00498 Agreement Template (01/2021) Page 24 of 57 §200.318 General procurement standards (a) The non-Federal entity must have and use documented procurement procedures, consistent with State, local, and tribal laws and regulations and the standards of this section, for the acquisition of property or services required under a Federal award or subaward. The non-Federal entity's documented procurement procedures must conform to the procurement standards identified in §§200.317 through 200.327. (b) Non-Federal entities must maintain oversight to ensure that contractors perform in accordance with the terms, conditions, and specifications of their contracts or purchase orders. (c) (1) The non-Federal entity must maintain written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award and administration of contracts. No employee, officer, or agent may participate in the selection, award, or administration of a contract supported by a Federal award if he or she has a real or apparent conflict of interest. Such a conflict of interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from a firm considered for a contract. The officers, employees, and agents of the non-Federal entity may neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. However, non-Federal entities may set standards for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal value. The standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the non-Federal entity. (2) If the non-Federal entity has a parent, affiliate, or subsidiary organization that is not a state, local government, or Indian tribe, the non-Federal entity must also maintain written standards of conduct covering organizational conflicts of interest. Organizational conflicts of interest means that because of relationships with a parent company, affiliate, or subsidiary organization, the non-Federal entity is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization. (d) The non-Federal entity's procedures must avoid acquisition of unnecessary or duplicative items. Consideration should be given to consolidating or breaking out procurements to obtain a more economical purchase. Where appropriate, an analysis will be made of lease versus purchase alternatives, and any other appropriate analysis to determine the most economical approach. (e) To foster greater economy and efficiency, and in accordance with efforts to promote cost- effective use of shared services across the Federal Government, the non-Federal entity is encouraged to enter into state and local intergovernmental agreements or inter-entity Agreement No. R22AP00498 Agreement Template (01/2021) Page 25 of 57 agreements where appropriate for procurement or use of common or shared goods and services. (f) The non-Federal entity is encouraged to use Federal excess and surplus property in lieu of purchasing new equipment and property whenever such use is feasible and reduces project costs. (g) The non-Federal entity is encouraged to use value engineering clauses in contracts for construction projects of sufficient size to offer reasonable opportunities for cost reductions. Value engineering is a systematic and creative analysis of each contract item or task to ensure that its essential function is provided at the overall lower cost. (h) The non-Federal entity must award contracts only to responsible contractors possessing the ability to perform successfully under the terms and conditions of a proposed procurement. Consideration will be given to such matters as contractor integrity, compliance with public policy, record of past performance, and financial and technical resources. See also §200.214. (i) The non-Federal entity must maintain records sufficient to detail the history of procurement. These records will include, but are not necessarily limited to the following: rationale for the method of procurement, selection of contract type, contractor selection or rejection, and the basis for the contract price. (j) (1) The non-Federal entity may use a time and materials type contract only after a determination that no other contract is suitable and if the contract includes a ceiling price that the contractor exceeds at its own risk. Time and materials type contract means a contract whose cost to a non-Federal entity is the sum of: (i) The actual cost of materials; and (ii) Direct labor hours charged at fixed hourly rates that reflect wages, general and administrative expenses, and profit. (2) Since this formula generates an open-ended contract price, a time-and-materials contract provides no positive profit incentive to the contractor for cost control or labor efficiency. Therefore, each contract must set a ceiling price that the contractor exceeds at its own risk. Further, the non-Federal entity awarding such a contract must assert a high degree of oversight in order to obtain reasonable assurance that the contractor is using efficient methods and effective cost controls. (k) The non-Federal entity alone must be responsible, in accordance with good administrative practice and sound business judgment, for the settlement of all contractual and administrative issues arising out of procurements. These issues include, but are not limited to, source evaluation, protests, disputes, and claims. These standards do not relieve the non-Federal entity of any contractual responsibilities under its contracts. The Federal awarding agency will not substitute its judgment for that of the non-Federal entity unless the matter is primarily a Federal concern. Violations of law will be referred to the local, state, or Federal authority having proper jurisdiction. Agreement No. R22AP00498 Agreement Template (01/2021) Page 26 of 57 §200.319 Competition (a) All procurement transactions for the acquisition of property or services required under a Federal award must be conducted in a manner providing full and open competition consistent with the standards of this section and §200.320. (b) In order to ensure objective contractor performance and eliminate unfair competitive advantage, contractors that develop or draft specifications, requirements, statements of work, or invitations for bids or requests for proposals must be excluded from competing for such procurements. Some of the situations considered to be restrictive of competition include but are not limited to: (1) Placing unreasonable requirements on firms in order for them to qualify to do business; (2) Requiring unnecessary experience and excessive bonding; (3) Noncompetitive pricing practices between firms or between affiliated companies; (4) Noncompetitive contracts to consultants that are on retainer contracts; (5) Organizational conflicts of interest; (6) Specifying only a “brand name” product instead of allowing “an equal” product to be offered and describing the performance or other relevant requirements of the procurement; and (7) Any arbitrary action in the procurement process. (c) The non-Federal entity must conduct procurements in a manner that prohibits the use of statutorily or administratively imposed state, local, or tribal geographical preferences in the evaluation of bids or proposals, except in those cases where applicable Federal statutes expressly mandate or encourage geographic preference. Nothing in this section preempts state licensing laws. When contracting for architectural and engineering (A/E) services, geographic location may be a selection criterion provided its application leaves an appropriate number of qualified firms, given the nature and size of the project, to compete for the contract. (d) The non-Federal entity must have written procedures for procurement transactions. These procedures must ensure that all solicitations: (1) Incorporate a clear and accurate description of the technical requirements for the material, product, or service to be procured. Such description must not, in competitive procurements, contain features which unduly restrict competition. The description may include a statement of the qualitative nature of the material, product or service to be procured and, when necessary, must set forth those minimum essential characteristics and standards to which it must conform if it is to satisfy its intended use. Detailed product specifications should be avoided if at all possible. When it is impractical or uneconomical to make a clear and accurate description of Agreement No. R22AP00498 Agreement Template (01/2021) Page 27 of 57 the technical requirements, a “brand name or equivalent” description may be used as a means to define the performance or other salient requirements of procurement. The specific features of the named brand which must be met by offers must be clearly stated; and (2) Identify all requirements which the offerors must fulfill and all other factors to be used in evaluating bids or proposals. (e) The non-Federal entity must ensure that all prequalified lists of persons, firms, or products which are used in acquiring goods and services are current and include enough qualified sources to ensure maximum open and free competition. Also, the non-Federal entity must not preclude potential bidders from qualifying during the solicitation period. (f) Noncompetitive procurements can only be awarded in accordance with §200.320(c). §200.320 Methods of procurement to be followed The non-Federal entity must have and use documented procurement procedures, consistent with the standards of this section and §§200.317, 200.318, and 200.319 for any of the following methods of procurement used for the acquisition of property or services required under a Federal award or sub-award. (a) Informal procurement methods. When the value of the procurement for property or services under a Federal award does not exceed the simplified acquisition threshold (SAT), as defined in §200.1, or a lower threshold established by a non-Federal entity, formal procurement methods are not required. The non-Federal entity may use informal procurement methods to expedite the completion of its transactions and minimize the associated administrative burden and cost. The informal methods used for procurement of property or services at or below the SAT include: (1) Micro-purchases—(i) Distribution. The acquisition of supplies or services, the aggregate dollar amount of which does not exceed the micro-purchase threshold (See the definition of micro-purchase in §200.1). To the maximum extent practicable, the non-Federal entity should distribute micro-purchases equitably among qualified suppliers. (ii) Micro-purchase awards. Micro-purchases may be awarded without soliciting competitive price or rate quotations if the non-Federal entity considers the price to be reasonable based on research, experience, purchase history or other information and documents it files accordingly. Purchase cards can be used for micro-purchases if procedures are documented and approved by the non-Federal entity. (iii) Micro-purchase thresholds. The non-Federal entity is responsible for determining and documenting an appropriate micro-purchase threshold based on internal controls, an evaluation of risk, and its documented procurement procedures. The micro-purchase threshold used by the non-Federal entity must be authorized or not prohibited under State, local, or tribal laws or regulations. Non-Federal entities may Agreement No. R22AP00498 Agreement Template (01/2021) Page 28 of 57 establish a threshold higher than the Federal threshold established in the Federal Acquisition Regulations (FAR) in accordance with paragraphs (a)(1)(iv) and (v) of this section. (iv) Non-Federal entity increase to the micro-purchase threshold up to $50,000. Non- Federal entities may establish a threshold higher than the micro-purchase threshold identified in the FAR in accordance with the requirements of this section. The non- Federal entity may self-certify a threshold up to $50,000 on an annual basis and must maintain documentation to be made available to the Federal awarding agency and auditors in accordance with §200.334. The self-certification must include a justification, clear identification of the threshold, and supporting documentation of any of the following: (A) A qualification as a low-risk auditee, in accordance with the criteria in §200.520 for the most recent audit; (B) An annual internal institutional risk assessment to identify, mitigate, and manage financial risks; or, (C) For public institutions, a higher threshold consistent with State law. (v) Non-Federal entity increase to the micro-purchase threshold over $50,000. Micro- purchase thresholds higher than $50,000 must be approved by the cognizant agency for indirect costs. The non-federal entity must submit a request with the requirements included in paragraph (a)(1)(iv) of this section. The increased threshold is valid until there is a change in status in which the justification was approved. (2) Small purchases—(i) Small purchase procedures. The acquisition of property or services, the aggregate dollar amount of which is higher than the micro-purchase threshold but does not exceed the simplified acquisition threshold. If small purchase procedures are used, price or rate quotations must be obtained from an adequate number of qualified sources as determined appropriate by the non-Federal entity. (ii) Simplified acquisition thresholds. The non-Federal entity is responsible for determining an appropriate simplified acquisition threshold based on internal controls, an evaluation of risk and its documented procurement procedures which must not exceed the threshold established in the FAR. When applicable, a lower simplified acquisition threshold used by the non-Federal entity must be authorized or not prohibited under State, local, or tribal laws or regulations. (b) Formal procurement methods. When the value of the procurement for property or services under a Federal financial assistance award exceeds the SAT, or a lower threshold established by a non-Federal entity, formal procurement methods are required. Formal procurement methods require following documented procedures. Formal procurement methods also require public advertising unless a non-competitive procurement can be used in accordance with §200.319 or paragraph (c) of this section. The following formal methods of procurement are used for procurement of property or services above the Agreement No. R22AP00498 Agreement Template (01/2021) Page 29 of 57 simplified acquisition threshold or a value below the simplified acquisition threshold the non-Federal entity determines to be appropriate: (1) Sealed bids. A procurement method in which bids are publicly solicited and a firm fixed-price contract (lump sum or unit price) is awarded to the responsible bidder whose bid, conforming with all the material terms and conditions of the invitation for bids, is the lowest in price. The sealed bids method is the preferred method for procuring construction, if the conditions. (i) In order for sealed bidding to be feasible, the following conditions should be present: (A) A complete, adequate, and realistic specification or purchase description is available; (B) Two or more responsible bidders are willing and able to compete effectively for the business; and (C) The procurement lends itself to a firm fixed price contract and the selection of the successful bidder can be made principally on the basis of price. (ii) If sealed bids are used, the following requirements apply: (A) Bids must be solicited from an adequate number of qualified sources, providing them sufficient response time prior to the date set for opening the bids, for local, and tribal governments, the invitation for bids must be publicly advertised; (B) The invitation for bids, which will include any specifications and pertinent attachments, must define the items or services in order for the bidder to properly respond; (C) All bids will be opened at the time and place prescribed in the invitation for bids, and for local and tribal governments, the bids must be opened publicly; (D) A firm fixed price contract award will be made in writing to the lowest responsive and responsible bidder. Where specified in bidding documents, factors such as discounts, transportation cost, and life cycle costs must be considered in determining which bid is lowest. Payment discounts will only be used to determine the low bid when prior experience indicates that such discounts are usually taken advantage of; and (E) Any or all bids may be rejected if there is a sound documented reason. Agreement No. R22AP00498 Agreement Template (01/2021) Page 30 of 57 (2) Proposals. A procurement method in which either a fixed price or cost-reimbursement type contract is awarded. Proposals are generally used when conditions are not appropriate for the use of sealed bids. They are awarded in accordance with the following requirements: (i) Requests for proposals must be publicized and identify all evaluation factors and their relative importance. Proposals must be solicited from an adequate number of qualified offerors. Any response to publicized requests for proposals must be considered to the maximum extent practical; (ii) The non-Federal entity must have a written method for conducting technical evaluations of the proposals received and making selections; (iii) Contracts must be awarded to the responsible offeror whose proposal is most advantageous to the non-Federal entity, with price and other factors considered; and (iv) The non-Federal entity may use competitive proposal procedures for qualifications-based procurement of architectural/engineering (A/E) professional services whereby offeror's qualifications are evaluated and the most qualified offeror is selected, subject to negotiation of fair and reasonable compensation. The method, where price is not used as a selection factor, can only be used in procurement of A/E professional services. It cannot be used to purchase other types of services though A/E firms that are a potential source to perform the proposed effort. (c) Noncompetitive procurement. There are specific circumstances in which noncompetitive procurement can be used. Noncompetitive procurement can only be awarded if one or more of the following circumstances apply: (1) The acquisition of property or services, the aggregate dollar amount of which does not exceed the micro-purchase threshold (see paragraph (a)(1) of this section); (2) The item is available only from a single source; (3) The public exigency or emergency for the requirement will not permit a delay resulting from publicizing a competitive solicitation; (4) The Federal awarding agency or pass-through entity expressly authorizes a noncompetitive procurement in response to a written request from the non-Federal entity; or (5) After solicitation of a number of sources, competition is determined inadequate. Agreement No. R22AP00498 Agreement Template (01/2021) Page 31 of 57 §200.321 Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms (a) The non-Federal entity must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used when possible. (b) Affirmative steps must include: (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; (3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and (6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs (1) through (5) of this section. §200.322 Domestic preferences for procurements (a) As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. (b) For purposes of this section: (1) “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. (2) “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer- Agreement No. R22AP00498 Agreement Template (01/2021) Page 32 of 57 based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. §200.323 Procurement of recovered materials 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 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. §200.324 Contract cost and price (a) The non-Federal entity must perform a cost or price analysis in connection with every procurement action in excess of the Simplified Acquisition Threshold including contract amendments. The method and degree of analysis is dependent on the facts surrounding the particular procurement situation, but as a starting point, the non-Federal entity must make independent estimates before receiving bids or proposals. (b) The non-Federal entity must negotiate profit as a separate element of the price for each contract in which there is no price competition and in all cases where cost analysis is performed. To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the contractor, the contractor's investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. (c) Costs or prices based on estimated costs for contracts under the Federal award are allowable only to the extent that costs incurred or cost estimates included in negotiated prices would be allowable for the non-Federal entity under subpart E of this part. The non-Federal entity may reference its own cost principles that comply with the Federal cost principles. (d) The cost plus a percentage of cost and percentage of construction cost methods of contracting must not be used. §200.325 Federal awarding agency or pass-through entity review (a) The non-Federal entity must make available, upon request of the Federal awarding agency or pass-through entity, technical specifications on proposed procurements where the Federal awarding agency or pass-through entity believes such review is needed to ensure that the item or service specified is the one being proposed for acquisition. This review generally will take place prior to the time the specification is incorporated into a Agreement No. R22AP00498 Agreement Template (01/2021) Page 33 of 57 solicitation document. However, if the non-Federal entity desires to have the review accomplished after a solicitation has been developed, the Federal awarding agency or pass-through entity may still review the specifications, with such review usually limited to the technical aspects of the proposed purchase. (b) The non-Federal entity must make available upon request, for the Federal awarding agency or pass-through entity pre-procurement review, procurement documents, such as requests for proposals or invitations for bids, or independent cost estimates, when: (1) The non-Federal entity's procurement procedures or operation fails to comply with the procurement standards in this part; (2) The procurement is expected to exceed the Simplified Acquisition Threshold and is to be awarded without competition or only one bid or offer is received in response to a solicitation; (3) The procurement, which is expected to exceed the Simplified Acquisition Threshold, specifies a “brand name” product; (4) The proposed contract is more than the Simplified Acquisition Threshold and is to be awarded to other than the apparent low bidder under a sealed bid procurement; or (5) A proposed contract amendment changes the scope of a contract or increases the contract amount by more than the Simplified Acquisition Threshold. (c) The non-Federal entity is exempt from the pre-procurement review in paragraph (b) of this section if the Federal awarding agency or pass-through entity determines that its procurement systems comply with the standards of this part. (1) The non-Federal entity may request that its procurement system be reviewed by the Federal awarding agency or pass-through entity to determine whether its system meets these standards in order for its system to be certified. Generally, these reviews must occur where there is continuous high-dollar funding, and third-party contracts are awarded on a regular basis; (2) The non-Federal entity may self-certify its procurement system. Such self- certification must not limit the Federal awarding agency's right to survey the system. Under a self-certification procedure, the Federal awarding agency may rely on written assurances from the non-Federal entity that it is complying with these standards. The non-Federal entity must cite specific policies, procedures, regulations, or standards as being in compliance with these requirements and have its system available for review. §200.326 Bonding requirements For construction or facility improvement contracts or subcontracts exceeding the Simplified Acquisition Threshold, the Federal awarding agency or pass-through entity may accept the bonding policy and requirements of the non-Federal entity provided that the Federal awarding agency or pass-through entity has made a determination that the Federal interest is adequately Agreement No. R22AP00498 Agreement Template (01/2021) Page 34 of 57 protected. If such a determination has not been made, the minimum requirements must be as follows: (a) A bid guarantee from each bidder equivalent to five percent of the bid price. The “bid guarantee” must consist of a firm commitment such as a bid bond, certified check, or other negotiable instrument accompanying a bid as assurance that the bidder will, upon acceptance of the bid, execute such contractual documents as may be required within the time specified. (b) A performance bond on the part of the contractor for 100 percent of the contract price. A “performance bond” is one executed in connection with a contract to secure fulfillment of all the contractor's requirements under such contract. (c) A payment bond on the part of the contractor for 100 percent of the contract price. A “payment bond” is one executed in connection with a contract to assure payment as required by law of all persons supplying labor and material in the execution of the work provided for in the contract. §200.327 Contract provisions The non-Federal entity's contracts must contain the applicable provisions described in Appendix II to this part. 4. EQUIPMENT (2 CFR 200.313) See also §200.439. (a) Title. Subject to the obligations and conditions set forth in this section, title to equipment acquired under a Federal award will vest upon acquisition in the non-Federal entity. Unless a statute specifically authorizes the Federal agency to vest title in the non-Federal entity without further obligation to the Federal Government, and the Federal agency elects to do so, the title must be a conditional title. Title must vest in the non-Federal entity subject to the following conditions: (1) Use the equipment for the authorized purposes of the project during the period of performance, or until the property is no longer needed for the purposes of the project. (2) Not encumber the property without approval of the Federal awarding agency or pass- through entity. (3) Use and dispose of the property in accordance with paragraphs (b), (c) and (e) of this section. (b) General. A state must use, manage and dispose of equipment acquired under a Federal award by the state in accordance with state laws and procedures. Other non-Federal entities must follow paragraphs (c) through (e) of this section. Agreement No. R22AP00498 Agreement Template (01/2021) Page 35 of 57 (c) Use. (1) Equipment must be used by the non-Federal entity in the program or project for which it was acquired as long as needed, whether or not the project or program continues to be supported by the Federal award, and the non-Federal entity must not encumber the property without prior approval of the Federal awarding agency. When no longer needed for the original program or project, the equipment may be used in other activities supported by the Federal awarding agency, in the following order of priority: (i) Activities under a Federal award from the Federal awarding agency which funded the original program or project, then (ii) Activities under Federal awards from other Federal awarding agencies. This includes consolidated equipment for information technology systems. (2) During the time that equipment is used on the project or program for which it was acquired, the non-Federal entity must also make equipment available for use on other projects or programs currently or previously supported by the Federal Government, provided that such use will not interfere with the work on the projects or program for which it was originally acquired. First preference for other use must be given to other programs or projects supported by Federal awarding agency that financed the equipment and second preference must be given to programs or projects under Federal awards from other Federal awarding agencies. Use for non-federally funded programs or projects is also permissible. User fees should be considered if appropriate. (3) Notwithstanding the encouragement in §200.307 Program income to earn program income, the non-Federal entity must not use equipment acquired with the Federal award to provide services for a fee that is less than private companies charge for equivalent services unless specifically authorized by Federal statute for as long as the Federal Government retains an interest in the equipment. (4) When acquiring replacement equipment, the non-Federal entity may use the equipment to be replaced as a trade-in or sell the property and use the proceeds to offset the cost of the replacement property. (d) Management requirements. Procedures for managing equipment (including replacement equipment), whether acquired in whole or in part under a Federal award, until disposition takes place will, as a minimum, meet the following requirements: (1) Property records must be maintained that include a description of the property, a serial number or other identification number, the source of funding for the property (including the FAIN), who holds title, the acquisition date, and cost of the property, percentage of Federal participation in the project costs for the Federal award under which the property was acquired, the location, use and condition of the property, and any ultimate disposition data including the date of disposal and sale price of the property. (2) A physical inventory of the property must be taken and the results reconciled with the property records at least once every two years. Agreement No. R22AP00498 Agreement Template (01/2021) Page 36 of 57 (3) A control system must be developed to ensure adequate safeguards to prevent loss, damage, or theft of the property. Any loss, damage, or theft must be investigated. (4) Adequate maintenance procedures must be developed to keep the property in good condition. (5) If the non-Federal entity is authorized or required to sell the property, proper sales procedures must be established to ensure the highest possible return. (e) Disposition. When original or replacement equipment acquired under a Federal award is no longer needed for the original project or program or for other activities currently or previously supported by a Federal awarding agency, except as otherwise provided in Federal statutes, regulations, or Federal awarding agency disposition instructions, the non-Federal entity must request disposition instructions from the Federal awarding agency if required by the terms and conditions of the Federal award. Disposition of the equipment will be made as follows, in accordance with Federal awarding agency disposition instructions: (1) Items of equipment with a current per unit fair market value of $5,000 or less may be retained, sold or otherwise disposed of with no further obligation to the Federal awarding agency. (2) Except as provided in §200.312(b), or if the Federal awarding agency fails to provide requested disposition instructions within 120 days, items of equipment with a current per-unit fair-market value in excess of $5,000 may be retained by the non- Federal entity or sold. The Federal awarding agency is entitled to an amount calculated by multiplying the current market value or proceeds from sale by the Federal awarding agency's percentage of participation in the cost of the original purchase. If the equipment is sold, the Federal awarding agency may permit the non- Federal entity to deduct and retain from the Federal share $500 or ten percent of the proceeds, whichever is less, for its selling and handling expenses. (3) The non-Federal entity may transfer title to the property to the Federal Government or to an eligible third party provided that, in such cases, the non-Federal entity must be entitled to compensation for its attributable percentage of the current fair market value of the property. (4) In cases where a non-Federal entity fails to take appropriate disposition actions, the Federal awarding agency may direct the non-Federal entity to take disposition actions. [78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75884, Dec. 19, 2014] 5. SUPPLIES (2 CFR 200.314) See also §200.453. (a) Title to supplies will vest in the non-Federal entity upon acquisition. If there is a residual inventory of unused supplies exceeding $5,000 in total aggregate value upon termination or completion of the project or program and the supplies are not needed for any other Agreement No. R22AP00498 Agreement Template (01/2021) Page 37 of 57 Federal award, the non-Federal entity must retain the supplies for use on other activities or sell them, but must, in either case, compensate the Federal Government for its share. The amount of compensation must be computed in the same manner as for equipment. See §200.313(e)(2) for the calculation methodology. (b) As long as the Federal Government retains an interest in the supplies, the non-Federal entity must not use supplies acquired under a Federal award to provide services to other organizations for a fee that is less than private companies charge for equivalent services, unless specifically authorized by Federal statute. 6. INSPECTION Reclamation has the right to inspect and evaluate the work performed or being performed under this Agreement, and the premises where the work is being performed, at all reasonable times and in a manner that will not unduly delay the work. If Reclamation performs inspection or evaluation on the premises of the Recipient or a sub-Recipient, the Recipient shall furnish and shall require sub-recipients to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties 7. AUDIT REQUIREMENTS (2 CFR 200.501) (a) Audit required. A non-Federal entity that expends $750,000 or more during the non- Federal entity's fiscal year in Federal awards must have a single or program-specific audit conducted for that year in accordance with the provisions of this part. (b) Single audit. A non-Federal entity that expends $750,000 or more during the non- Federal entity's fiscal year in Federal awards must have a single audit conducted in accordance with §200.514 except when it elects to have a program-specific audit conducted in accordance with paragraph (c) of this section. (c) Program-specific audit election. When an auditee expends Federal awards under only one Federal program (excluding R&D) and the Federal program's statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of the auditee, the auditee may elect to have a program-specific audit conducted in accordance with §200.507. A program-specific audit may not be elected for R&D unless all of the Federal awards expended were received from the same Federal agency, or the same Federal agency and the same pass-through entity, and that Federal agency, or pass- through entity in the case of a subrecipient, approves in advance a program-specific audit. (d) Exemption when Federal awards expended are less than $750,000. A non-Federal entity that expends less than $750,000 during the non-Federal entity's fiscal year in Federal awards is exempt from Federal audit requirements for that year, except as noted in §200.503, but records must be available for review or audit by appropriate officials of the Federal agency, pass-through entity, and Government Accountability Office (GAO). Agreement No. R22AP00498 Agreement Template (01/2021) Page 38 of 57 (e) Federally Funded Research and Development Centers (FFRDC). Management of an auditee that owns or operates a FFRDC may elect to treat the FFRDC as a separate entity for purposes of this part. (f) Subrecipients and Contractors. An auditee may simultaneously be a recipient, a subrecipient, and a contractor. Federal awards expended as a recipient or a subrecipient are subject to audit under this part. The payments received for goods or services provided as a contractor are not Federal awards. Section §200.330 sets forth the considerations in determining whether payments constitute a Federal award or a payment for goods or services provided as a contractor. (g) Compliance responsibility for contractors. In most cases, the auditee's compliance responsibility for contractors is only to ensure that the procurement, receipt, and payment for goods and services comply with Federal statutes, regulations, and the terms and conditions of Federal awards. Federal award compliance requirements normally do not pass through to contractors. However, the auditee is responsible for ensuring compliance for procurement transactions which are structured such that the contractor is responsible for program compliance or the contractor's records must be reviewed to determine program compliance. Also, when these procurement transactions relate to a major program, the scope of the audit must include determining whether these transactions are in compliance with Federal statutes, regulations, and the terms and conditions of Federal awards. (h) For-profit subrecipient. Since this part does not apply to for-profit subrecipients, the pass-through entity is responsible for establishing requirements, as necessary, to ensure compliance by for-profit subrecipients. The agreement with the for-profit subrecipient must describe applicable compliance requirements and the for-profit subrecipient's compliance responsibility. Methods to ensure compliance for Federal awards made to for-profit subrecipients may include pre-award audits, monitoring during the agreement, and post-award audits. See also §200.332. [78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75887, Dec. 19, 2014; 85 FR 49571, Aug 13, 2020] 8. REMEDIES FOR NONCOMPLIANCE (2 CFR 200.339) §200.339 Remedies for noncompliance If a non-Federal entity fails to comply with Federal statutes, regulations or the terms and conditions of a Federal award, the Federal awarding agency or pass-through entity may impose additional conditions, as described in §200.208. If the Federal awarding agency or pass-through entity determines that noncompliance cannot be remedied by imposing additional conditions, the Agreement No. R22AP00498 Agreement Template (01/2021) Page 39 of 57 Federal awarding agency or pass-through entity may take one or more of the following actions, as appropriate in the circumstances. (a) Temporarily withhold cash payments pending correction of the deficiency by the non- Federal entity or more severe enforcement action by the Federal awarding agency or pass-through entity. (b) Disallow (that is, deny both use of funds and any applicable matching credit for) all or part of the cost of the activity or action not in compliance. (c) Wholly or partly suspend or terminate the Federal award. (d) Initiate suspension or debarment proceedings as authorized under 2 CFR part 180 and Federal awarding agency regulations (or in the case of a pass-through entity, recommend such a proceeding be initiated by a Federal awarding agency). (e) Withhold further Federal awards for the project or program. (f) Take other remedies that may be legally available. 9. TERMINATION (2 CFR 200.340) §200.340 Termination. (a) The Federal award may be terminated in whole or in part as follows: (1) By the Federal awarding agency or pass-through entity, if a non-Federal entity fails to comply with the terms and conditions of a Federal award; (2) By the Federal awarding agency or pass-through entity, to the greatest extent authorized by law, if an award no longer effectuates the program goals or agency priorities; (3) By the Federal awarding agency or pass-through entity with the consent of the non- Federal entity, in which case the two parties must agree upon the termination conditions, including the effective date and, in the case of partial termination, the portion to be terminated; (4) By the non-Federal entity upon sending to the Federal awarding agency or pass- through entity written notification setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if the Federal awarding agency or pass-through entity determines in the case of partial termination that the reduced or modified portion of the Federal award or subaward will not accomplish the purposes for which the Federal award was made, the Federal awarding agency or pass-through entity may terminate the Federal award in its entirety; or (5) By the Federal awarding agency or pass-through entity pursuant to termination provisions included in the Federal award. (b) A Federal awarding agency should clearly and unambiguously specify termination provisions applicable to each Federal award, in applicable regulations or in the award, consistent with this section. Agreement No. R22AP00498 Agreement Template (01/2021) Page 40 of 57 (c) When a Federal awarding agency terminates a Federal award prior to the end of the period of performance due to the non-Federal entity's material failure to comply with the Federal award terms and conditions, the Federal awarding agency must report the termination to the OMB-designated integrity and performance system accessible through SAM (currently FAPIIS). (1) The information required under paragraph (c) of this section is not to be reported to designated integrity and performance system until the non-Federal entity either— (i) Has exhausted its opportunities to object or challenge the decision, see §200.342; or (ii) Has not, within 30 calendar days after being notified of the termination, informed the Federal awarding agency that it intends to appeal the Federal awarding agency's decision to terminate. (2) If a Federal awarding agency, after entering information into the designated integrity and performance system about a termination, subsequently: (i) Learns that any of that information is erroneous, the Federal awarding agency must correct the information in the system within three business days; (ii) Obtains an update to that information that could be helpful to other Federal awarding agencies, the Federal awarding agency is strongly encouraged to amend the information in the system to incorporate the update in a timely way. (3) Federal awarding agencies, must not post any information that will be made publicly available in the non-public segment of designated integrity and performance system that is covered by a disclosure exemption under the Freedom of Information Act. If the non-Federal entity asserts within seven calendar days to the Federal awarding agency who posted the information, that some of the information made publicly available is covered by a disclosure exemption under the Freedom of Information Act, the Federal awarding agency who posted the information must remove the posting within seven calendar days of receiving the assertion. Prior to reposting the releasable information, the Federal agency must resolve the issue in accordance with the agency's Freedom of Information Act procedures. (d) When a Federal award is terminated or partially terminated, both the Federal awarding agency or pass-through entity and the non-Federal entity remain responsible for compliance with the requirements in §§200.344 and 200.345. 10. DEBARMENT AND SUSPENSION (2 CFR 1400) The Department of the Interior regulations at 2 CFR 1400—Governmentwide Debarment and Suspension (Nonprocurement), which adopt the common rule for the governmentwide system of debarment and suspension for nonprocurement activities, are hereby incorporated by reference and made a part of this Agreement. By entering into this grant or cooperative Agreement with Agreement No. R22AP00498 Agreement Template (01/2021) Page 41 of 57 the Bureau of Reclamation, the Recipient agrees to comply with 2 CFR 1400, Subpart C, and agrees to include a similar term or condition in all lower-tier covered transactions. These regulations are available at http://www.ecfr.gov/. 11. DRUG-FREE WORKPLACE (2 CFR 182 and 1401) The Department of the Interior regulations at 2 CFR 1401—Governmentwide Requirements for Drug-Free Workplace (Financial Assistance), which adopt the portion of the Drug-Free Workplace Act of 1988 (41 U.S.C. 701 et seq, as amended) applicable to grants and cooperative agreements, are hereby incorporated by reference and made a part of this agreement. By entering into this grant or cooperative agreement with the Bureau of Reclamation, the Recipient agrees to comply with 2 CFR 182. 12. ASSURANCES AND CERTIFICATIONS INCORPORATED BY REFERENCE The provisions of the Assurances, SF-424B or SF-424D as applicable, executed by the Recipient in connection with this Agreement shall apply with full force and effect to this Agreement. All anti-discrimination and equal opportunity statutes, regulations, and Executive Orders that apply to the expenditure of funds under Federal contracts, grants, and cooperative Agreements, loans, and other forms of Federal assistance. The Recipient shall comply with Title VI or the Civil Rights Act of 1964, Title IX of the Education Amendments of 1972, Section 504 of the Rehabilitation Act of 1973, the Age Discrimination Act of 1975, and any program-specific statutes with anti-discrimination requirements. The Recipient shall comply with civil rights laws including, but not limited to, the Fair Housing Act, the Fair Credit Reporting Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Equal Educational Opportunities Act, the Age Discrimination in Employment Act, and the Uniform Relocation Act. Such Assurances also include, but are not limited to, the promise to comply with all applicable Federal statutes and orders relating to nondiscrimination in employment, assistance, and housing; the Hatch Act; Federal wage and hour laws and regulations and work place safety standards; Federal environmental laws and regulations and the Endangered Species Act; and Federal protection of rivers and waterways and historic and archeological preservation. 13. COVENANT AGAINST CONTINGENT FEES The Recipient warrants that no person or agency has been employed or retained to solicit or secure this Agreement upon an Agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide offices established and maintained by the Recipient for the purpose of securing Agreements or business. For breach or violation of this warranty, the Government shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement amount, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. Agreement No. R22AP00498 Agreement Template (01/2021) Page 42 of 57 14. TRAFFICKING VICTIMS PROTECTION ACT OF 2000 (2 CFR 175.15) Trafficking in persons. (a) Provisions applicable to a recipient that is a private entity. (1) You as the recipient, your employees, subrecipients under this award, and subrecipients' employees may not (i) Engage in severe forms of trafficking in persons during the period of time that the award is in effect; (ii) Procure a commercial sex act during the period of time that the award is in effect; or (iii) Use forced labor in the performance of the award or subawards under the award. (2) We as the Federal awarding agency may unilaterally terminate this award, without penalty, if you or a subrecipient that is a private entity — (i) Is determined to have violated a prohibition in paragraph a.1 of this award term; or (ii) Has an employee who is determined by the agency official authorized to terminate the award to have violated a prohibition in paragraph a.1 of this award term through conduct that is either: (A) Associated with performance under this award; or (B) Imputed to you or the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, “OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” as implemented by our agency at 2 CFR part 1400. (b) Provision applicable to a recipient other than a private entity. We as the Federal awarding agency may unilaterally terminate this award, without penalty, if a subrecipient that is a private entity— (1) Is determined to have violated an applicable prohibition in paragraph a.1 of this award term; or Agreement No. R22AP00498 Agreement Template (01/2021) Page 43 of 57 (2) Has an employee who is determined by the agency official authorized to terminate the award to have violated an applicable prohibition in paragraph a.1 of this award term through conduct that is either: (i) Associated with performance under this award; or (ii) Imputed to the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, “OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” as implemented by our agency at 2 CFR part 1400. (c) Provisions applicable to any recipient. (1) You must inform us immediately of any information you receive from any source alleging a violation of a prohibition in paragraph a.1 of this award term. (2) Our right to terminate unilaterally that is described in paragraph a.2 or b of this section: (i) Implements section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as amended (22 U.S.C. 7104(g)), and (ii) Is in addition to all other remedies for noncompliance that are available to us under this award. (3) You must include the requirements of paragraph a.1 of this award term in any subaward you make to a private entity. (d) Definitions. For purposes of this award term: (1) “Employee” means either: (i) An individual employed by you or a subrecipient who is engaged in the performance of the project or program under this award; or (ii) Another person engaged in the performance of the project or program under this award and not compensated by you including, but not limited to, a volunteer or individual whose services are contributed by a third party as an in-kind contribution toward cost sharing or matching requirements. (2) “Forced labor” means labor obtained by any of the following methods: the recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery. Agreement No. R22AP00498 Agreement Template (01/2021) Page 44 of 57 (3) “Private entity”: (i) Means any entity other than a state, local government, Indian tribe, or foreign public entity, as those terms are defined in 2 CFR 175.25. (ii) Includes: (A) A nonprofit organization, including any nonprofit institution of higher education, hospital, or tribal organization other than one included in the definition of Indian tribe at 2 CFR 175.25(b). (B) A for-profit organization. (4) “Severe forms of trafficking in persons,” “commercial sex act,” and “coercion” have the meanings given at section 103 of the TVPA, as amended (22 U.S.C. 7102). 15. NEW RESTRICTIONS ON LOBBYING (43 CFR 18) The Recipient agrees to comply with 43 CFR 18, New Restrictions on Lobbying, including the following certification: (a) No Federal appropriated funds have been paid or will be paid, by or on behalf of the Recipient, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, and officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (b) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying” in accordance with its instructions. (c) The Recipient shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Agreement No. R22AP00498 Agreement Template (01/2021) Page 45 of 57 16. UNIFORM RELOCATION ASSISTANCE AND REAL PROPERTY ACQUISITION POLICIES ACT OF 1970 (URA) (42 USC 4601 et seq.) (a) The Uniform Relocation Assistance Act (URA), 42 U.S.C. 4601 et seq., as amended, requires certain assurances for Reclamation funded land acquisition projects conducted by a Recipient that cause the displacement of persons, businesses, or farm operations. Because Reclamation funds only support acquisition of property or interests in property from willing sellers, it is not anticipated that Reclamation funds will result in any “displaced persons,” as defined under the URA. (b) However, if Reclamation funds are used for the acquisition of real property that results in displacement, the URA requires Recipients to ensure that reasonable relocation payments and other remedies will be provided to any displaced person. Further, when acquiring real property, Recipients must be guided, to the greatest extent practicable, by the land acquisition policies in 42 U.S.C. 4651. (c) Exemptions to the URA and 49 CFR Part 24 (1) The URA provides for an exemption to the appraisal, review and certification rules for those land acquisitions classified as “voluntary transactions.” Such “voluntary transactions” are classified as those that do not involve an exercise of eminent domain authority on behalf of a Recipient, and must meet the conditions specified at 49 CFR 24.101(b)(1)(i)-(iv). (2) For any land acquisition undertaken by a Recipient that receives Reclamation funds, but does not have authority to acquire the real property by eminent domain, to be exempt from the requirements of 49 CFR Part 24 the Recipient must: (i) provide written notification to the owner that it will not acquire the property in the event negotiations fail to result in an amicable agreement, and; (ii) inform the owner in writing of what it believes to be the market value of the property. (d) Review of Land Acquisition Appraisals. Reclamation reserves the right to review any land appraisal whether or not such review is required under the URA or 49 CFR 24.104. Such reviews may be conducted by the Department of the Interior’s Appraisal Services Directorate or a Reclamation authorized designee. When Reclamation determines that a review of the original appraisal is necessary, Reclamation will notify the Recipient and provide an estimated completion date of the initial appraisal review. Agreement No. R22AP00498 Agreement Template (01/2021) Page 46 of 57 17. SYSTEM FOR AWARD MANAGEMENT AND UNIVERSAL IDENTIFIER REQUIREMENTS (2 CFR 25, APPENDIX A) A. Requirement for System for Award Management Unless you are exempted from this requirement under 2 CFR 25.110, you as the recipient must maintain the currency of your information in the SAM until you submit the final financial report required under this award or receive the final payment, whichever is later. This requires that you review and update the information at least annually after the initial registration, and more frequently if required by changes in your information or another award term. B. Requirement for unique entity identifier If you are authorized to make subawards under this award, you: 1. Must notify potential subrecipients that no entity (see definition in paragraph C of this award term) may receive a subaward from you unless the entity has provided its unique entity identifier to you. 2. May not make a subaward to an entity unless the entity has provided its unique entity identifier to you. C. Definitions For purposes of this award term: 1. System for Award Management (SAM) means the Federal repository into which an entity must provide information required for the conduct of business as a recipient. Additional information about registration procedures may be found at the SAM Internet site (currently at http://www.sam.gov). 2. Unique entity identifier means the identifier required for SAM registration to uniquely identify business entities. 3. Entity, as it is used in this award term, means all of the following, as defined at 2 CFR part 25, subpart C: a. A Governmental organization, which is a State, local government, or Indian Tribe; b. A foreign public entity; c. A domestic or foreign nonprofit organization; d. A domestic or foreign for-profit organization; and Agreement No. R22AP00498 Agreement Template (01/2021) Page 47 of 57 e. A Federal agency, but only as a subrecipient under an award or subaward to a non-Federal entity. 4. Subaward: a. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient. b. The term does not include your procurement of property and services needed to carry out the project or program (for further explanation, see 2 CFR 200.330). c. A subaward may be provided through any legal agreement, including an agreement that you consider a contract. 5. Subrecipient means an entity that: a. Receives a subaward from you under this award; and b. Is accountable to you for the use of the Federal funds provided by the subaward. 18. PROHIBITION ON TEXT MESSAGING AND USING ELECTRONIC EQUIPMENT SUPPLIED BY THE GOVERNMENT WHILE DRIVING Executive Order 13513, Federal Leadership On Reducing Text Messaging While Driving, was signed by President Barack Obama on October 1, 2009 (ref: http://edocket.access.gpo.gov/2009/pdf/E9-24203.pdf). This Executive Order introduces a Federal Government-wide prohibition on the use of text messaging while driving on official business or while using Government-supplied equipment. Additional guidance enforcing the ban will be issued at a later date. In the meantime, please adopt and enforce policies that immediately ban text messaging while driving company-owned or rented vehicles, government- owned or leased vehicles, or while driving privately owned vehicles when on official government business or when performing any work for or on behalf of the government. 19. REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION (2 CFR 170 APPENDIX A) I. Reporting Subawards and Executive Compensation. a. Reporting of first-tier subawards. 1. Applicability. Unless you are exempt as provided in paragraph d. of this award term, you must report each action that obligates $25,000 or more in Federal funds that does not include Recovery funds (as defined in section 1512(a)(2) of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5) for a subaward to an entity (see definitions in paragraph e. of this award term). Agreement No. R22AP00498 Agreement Template (01/2021) Page 48 of 57 2. Where and when to report. i. You must report each obligating action described in paragraph a.1. of this award term to http://www.fsrs.gov. ii. For subaward information, report no later than the end of the month following the month in which the obligation was made. (For example, if the obligation was made on November 7, 2010, the obligation must be reported by no later than December 31, 2010.) 3. What to report. You must report the information about each obligating action that the submission instructions posted at http://www.fsrs.gov specify. b. Reporting Total Compensation of Recipient Executives. 1. Applicability and what to report. You must report total compensation for each of your five most highly compensated executives for the preceding completed fiscal year, if— i. the total Federal funding authorized to date under this award is $25,000 or more; ii. in the preceding fiscal year, you received— (A) 80 percent or more of your annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and (B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and iii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.) 2. Where and when to report. You must report executive total compensation described in paragraph b.1. of this award term: i. As part of your registration profile at http://www.ccr.gov. Agreement No. R22AP00498 Agreement Template (01/2021) Page 49 of 57 ii. By the end of the month following the month in which this award is made, and annually thereafter. c. Reporting of Total Compensation of Subrecipient Executives. 1. Applicability and what to report. Unless you are exempt as provided in paragraph d. of this award term, for each first-tier subrecipient under this award, you shall report the names and total compensation of each of the subrecipient's five most highly compensated executives for the subrecipient's preceding completed fiscal year, if— i. in the subrecipient's preceding fiscal year, the subrecipient received— (A) 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and (B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Federal financial assistance subject to the Transparency Act (and subawards); and ii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.) 2. Where and when to report. You must report subrecipient executive total compensation described in paragraph c.1. of this award term: i. To the recipient. ii. By the end of the month following the month during which you make the subaward. For example, if a subaward is obligated on any date during the month of October of a given year (i.e., between October 1 and 31), you must report any required compensation information of the subrecipient by November 30 of that year. Agreement No. R22AP00498 Agreement Template (01/2021) Page 50 of 57 d. Exemptions If, in the previous tax year, you had gross income, from all sources, under $300,000, you are exempt from the requirements to report: i. Subawards, and ii. The total compensation of the five most highly compensated executives of any subrecipient. e. Definitions. For purposes of this award term: 1. Entity means all of the following, as defined in 2 CFR part 25: i. A Governmental organization, which is a State, local government, or Indian tribe; ii. A foreign public entity; iii. A domestic or foreign nonprofit organization; iv. A domestic or foreign for-profit organization; v. A Federal agency, but only as a subrecipient under an award or subaward to a non-Federal entity. 2. Executive means officers, managing partners, or any other employees in management positions. 3. Subaward: i. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient. ii. The term does not include your procurement of property and services needed to carry out the project or program (for further explanation, see Sec. __.210 of the attachment to OMB Circular A-133, “Audits of States, Local Governments, and Non-Profit Organizations”). iii. A subaward may be provided through any legal agreement, including an agreement that you or a subrecipient considers a contract. Agreement No. R22AP00498 Agreement Template (01/2021) Page 51 of 57 4. Subrecipient means an entity that: i. Receives a subaward from you (the recipient) under this award; and ii. Is accountable to you for the use of the Federal funds provided by the subaward. 5. Total compensation means the cash and noncash dollar value earned by the executive during the recipient's or subrecipient's preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)): i. Salary and bonus. ii. Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments. iii. Earnings for services under non-equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. iv. Change in pension value. This is the change in present value of defined benefit and actuarial pension plans. v. Above-market earnings on deferred compensation which is not tax-qualified. vi. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000. 20. RECIPIENT EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (SEP 2013) (a) This award and employees working on this financial assistance agreement will be subject to the whistleblower rights and remedies in the pilot program on Award Recipient 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). (b) The Award Recipient 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. Agreement No. R22AP00498 Agreement Template (01/2021) Page 52 of 57 (c) The Award Recipient shall insert the substance of this clause, including this paragraph (c), in all subawards or subcontracts over the simplified acquisition threshold. 48 CFR 52.203-17 (as referenced in 48 CFR 3.908-9). 21. REPORTING OF MATTERS RELATED TO RECIPIENT INTEGRITY AND PERFORMANCE (APPENDIX XII TO 2 CFR PART 200) 1. General Reporting Requirement If the total value of your currently active grants, cooperative agreements, and procurement contracts from all Federal awarding agencies exceeds $10,000,000 for any period of time during the period of performance of this Federal award, then you as the recipient during that period of time must maintain the currency of information reported to the System for Award Management (SAM) that is made available in the designated integrity and performance system (currently the Federal Awardee Performance and Integrity Information System (FAPIIS)) about civil, criminal, or administrative proceedings described in paragraph 2 of this award term and condition. This is a statutory requirement under section 872 of Public Law 110-417, as amended (41 U.S.C. 2313). As required by section 3010 of Public Law 111-212, all information posted in the designated integrity and performance system on or after April 15, 2011, except past performance reviews required for Federal procurement contracts, will be publicly available. 2. Proceedings About Which You Must Report Submit the information required about each proceeding that: a. Is in connection with the award or performance of a grant, cooperative agreement, or procurement contract from the Federal Government; b. Reached its final disposition during the most recent five-year period; and c. Is one of the following: (1) A criminal proceeding that resulted in a conviction, as defined in paragraph 5 of this award term and condition; (2) A civil proceeding that resulted in a finding of fault and liability and payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more; (3) An administrative proceeding, as defined in paragraph 5. of this award term and condition, that resulted in a finding of fault and liability and your payment of either a monetary fine or penalty of $5,000 or more or reimbursement, restitution, or damages in excess of $100,000; or (4) Any other criminal, civil, or administrative proceeding if: (i) It could have led to an outcome described in paragraph 2.c.(1), (2), or (3) of this award term and condition; (ii) It had a different disposition arrived at by consent or compromise with an acknowledgment of fault on your part; and Agreement No. R22AP00498 Agreement Template (01/2021) Page 53 of 57 (iii) The requirement in this award term and condition to disclose information about the proceeding does not conflict with applicable laws and regulations. 3. Reporting Procedures Enter in the SAM Entity Management area the information that SAM requires about each proceeding described in paragraph 2 of this award term and condition. You do not need to submit the information a second time under assistance awards that you received if you already provided the information through SAM because you were required to do so under Federal procurement contracts that you were awarded. 4. Reporting Frequency During any period of time when you are subject to the requirement in paragraph 1 of this award term and condition, you must report proceedings information through SAM for the most recent five year period, either to report new information about any proceeding(s) that you have not reported previously or affirm that there is no new information to report. Recipients that have Federal contract, grant, and cooperative agreement awards with a cumulative total value greater than $10,000,000 must disclose semiannually any information about the criminal, civil, and administrative proceedings. 5. Definitions For purposes of this award term and condition: a. Administrative proceeding means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative proceedings, Civilian Board of Contract Appeals proceedings, and Armed Services Board of Contract Appeals proceedings). This includes proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include audits, site visits, corrective plans, or inspection of deliverables. b. Conviction, for purposes of this award term and condition, means a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere. c. Total value of currently active grants, cooperative agreements, and procurement contracts includes— (1) Only the Federal share of the funding under any Federal award with a recipient cost share or match; and (2) The value of all expected funding increments under a Federal award and options, even if not yet exercised. [80 FR 43310, July 22, 2015, as amended at 85 FR 49582, Aug. 13, 2020] Agreement No. R22AP00498 Agreement Template (01/2021) Page 54 of 57 22. CONFLICTS OF INTEREST (a) Applicability. (1) This section intends to ensure that non-Federal entities and their employees take appropriate steps to avoid conflicts of interest in their responsibilities under or with respect to Federal financial assistance agreements. (2) In the procurement of supplies, equipment, construction, and services by recipients and by subrecipients, the conflict of interest provisions in 2 CFR 200.318 apply. (b) Requirements. (1) Non-Federal entities must avoid prohibited conflicts of interest, including any significant financial interests that could cause a reasonable person to question the recipient's ability to provide impartial, technically sound, and objective performance under or with respect to a Federal financial assistance agreement. (2) In addition to any other prohibitions that may apply with respect to conflicts of interest, no key official of an actual or proposed recipient or subrecipient, who is substantially involved in the proposal or project, may have been a former Federal employee who, within the last one (1) year, participated personally and substantially in the evaluation, award, or administration of an award with respect to that recipient or subrecipient or in development of the requirement leading to the funding announcement. (3) No actual or prospective recipient or subrecipient may solicit, obtain, or use non- public information regarding the evaluation, award, or administration of an award to that recipient or subrecipient or the development of a Federal financial assistance opportunity that may be of competitive interest to that recipient or subrecipient. (c) Notification. (1) Non-Federal entities, including applicants for financial assistance awards, must disclose in writing any conflict of interest to the DOI awarding agency or pass- through entity in accordance with 2 CFR 200.112, Conflict of Interest. (2) Recipients must establish internal controls that include, at a minimum, procedures to identify, disclose, and mitigate or eliminate identified conflicts of interest. The recipient is responsible for notifying the Financial Assistance Officer in writing of any conflicts of interest that may arise during the life of the award, including those that have been reported by subrecipients. (d) Restrictions on Lobbying. Non-Federal entities are strictly prohibited from using funds under this grant or cooperative agreement for lobbying activities and must provide the required certifications and disclosures pursuant to 43 CFR Part 18 and 31 USC 1352. Agreement No. R22AP00498 Agreement Template (01/2021) Page 55 of 57 (e) Review Procedures. The Financial Assistance Officer will examine each conflict of interest disclosure on the basis of its particular facts and the nature of the proposed grant or cooperative agreement, and will determine whether a significant potential conflict exists and, if it does, develop an appropriate means for resolving it. (f) Enforcement. Failure to resolve conflicts of interest in a manner that satisfies the Government may be cause for termination of the award. Failure to make required disclosures may result in any of the remedies described in 2 CFR 200.339, Remedies for Noncompliance, including suspension or debarment (see also 2 CFR Part 180). 23. DATA AVAILABILITY (a) Applicability. The Department of the Interior is committed to basing its decisions on the best available science and providing the American people with enough information to thoughtfully and substantively evaluate the data, methodology, and analysis used by the Department to inform its decisions. (b) Use of Data. The regulations at 2 CFR 200.315 apply to data produced under a Federal award, including the provision that the Federal Government has the right to obtain, reproduce, publish, or otherwise use the data produced under a Federal award as well as authorize others to receive, reproduce, publish, or otherwise use such data for Federal purposes. (c) Availability of Data. The recipient shall make the data produced under this award and any subaward(s) available to the Government for public release, consistent with applicable law, to allow meaningful third-party evaluation and reproduction of the following: (i) The scientific data relied upon; (ii) The analysis relied upon; and (iii) The methodology, including models, used to gather and analyze data. 24. PROHIBITION ON PROVIDING FUNDS TO THE ENEMY (a) The recipient must— (1) Exercise due diligence to ensure that none of the funds, including supplies and services, received under this grant or cooperative agreement are provided directly or indirectly (including through subawards or contracts) to a person or entity who is actively opposing the United States or coalition forces involved in a contingency operation in which members of the Armed Forces are actively engaged in hostilities, which must be completed through 2 CFR 180.300 prior to issuing a subaward or contract and; (2) Terminate or void in whole or in part any subaward or contract with a person or entity listed in SAM as a prohibited or restricted source pursuant to subtitle E of Agreement No. R22AP00498 Agreement Template (01/2021) Page 56 of 57 Title VIII of the NDAA for FY 2015, unless the Federal awarding agency provides written approval to continue the subaward or contract. (b) The recipient may include the substance of this clause, including paragraph (a) of this clause, in subawards under this grant or cooperative agreement that have an estimated value over $50,000 and will be performed outside the United States, including its outlying areas. (c) The Federal awarding agency has the authority to terminate or void this grant or cooperative agreement, in whole or in part, if the Federal awarding agency becomes aware that the recipient failed to exercise due diligence as required by paragraph (a) of this clause or if the Federal awarding agency becomes aware that any funds received under this grant or cooperative agreement have been provided directly or indirectly to a person or entity who is actively opposing coalition forces involved in a contingency operation in which members of the Armed Forces are actively engaged in hostilities. 25. ADDITIONAL ACCESS TO RECIPIENT RECORDS (a) In addition to any other existing examination-of-records authority, the Federal Government is authorized to examine any records of the recipient and its subawards or contracts to the extent necessary to ensure that funds, including supplies and services, available under this grant or cooperative agreement are not provided, directly or indirectly, to a person or entity that is actively opposing United States or coalition forces involved in a contingency operation in which members of the Armed Forces are actively engaged in hostilities, except for awards awarded by the Department of Defense on or before Dec 19, 2017 that will be performed in the United States Central Command (USCENTCOM) theater of operations. (b) The substance of this clause, including this paragraph (b), is required to be included in subawards or contracts under this grant or cooperative agreement that have an estimated value over $50,000 and will be performed outside the United States, including its outlying areas. 26. PROHIBITION ON CERTAIN TELECOMMUNICATION AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT Federal award recipients are prohibited from using government funds to enter contracts (or extend or renew contracts) with entities that use covered telecommunications equipment or services as described in section 889 of the 2019 National Defense Authorization Act. This prohibition applies even if the contract is not intended to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services. Agreement No. R22AP00498 Agreement Template (01/2021) Page 57 of 57 III. DEPARTMENT OF THE INTERIOR STANDARD AWARD TERMS AND CONDITIONS The Department of the Interior (DOI) Standard Award Terms and Conditions found at https://www.doi.gov/sites/doi.gov/files/uploads/doi-standard-award-terms-and-conditions- effective-december-2-2019-revised-june-19-2020.pdf are hereby incorporated by reference as though set forth in full text. These terms and conditions are in addition to the assurances and certifications made as part of the award and terms, conditions or restrictions reflected on this Agreement. Recipient acceptance of this Agreement carries with it the responsibility to be aware of and comply with all DOI terms and conditions applicable to this Agreement. The Recipient is responsible for ensuring their subrecipients and contractors are aware of and comply with applicable statutes, regulations, and agency requirements. Recipient and subrecipient failure to comply with the general terms and conditions outlined below and those directly reflected in this Agreement can result in the DOI taking one or more of remedies described in 2 Code of Federal Regulations parts 200.339 and 200.340. The DOI will notify the Recipient whenever terms and conditions are updated to accommodate instances in the passage of a regulation or statute that requires compliance. Also, DOI will inform the Recipient of revised terms and conditions in the action of an Agreement amendment adding additional Federal funds. Reclamation will make such changes by issuing a Notice of Award amendment that describes the change and provides the effective date. Revised terms and conditions do not apply to the Recipient’s expenditures of funds or activities the Recipient carries out before the effective date of the revised DOI terms and conditions. Date Adopted: 1 of 3 Date Approved: Effective Date: Resolution No. RESOLUTION NO. ___________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO ADOPTING THE 18th AMENDMENT TO THE ANNUAL APPROPRIATION RESOLUTION NO. 2022-154 TO APPROPRIATE $843,700 FOR THE WATERSMART GRANT FOR THE SMART IRRIGATION TIMERS DIRECT INSTALL PROJECT BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FRESNO: THAT PART III of the Annual Appropriation Resolution No. 2022-154 be and is hereby amended as follows: Increase/(Decrease) TO: PUBLIC UTILITIES DEPARTMENT Water Enterprise $ 843,700 THAT account titles and numbers requiring adjustment by this Resolution are as follows: Water Enterprise Revenues: Account String: 4000-4001-4110-761-430101-41-0-0000-0000- $ 464,300 4000-4001-4110-761-544910-41-0-0000-0000- (464,300) Total Revenues $ 0 Water Enterprise Revenues: Account String: 4000-4001-4110-761-433104-41-0-0000-0000- $ 379,400 4000-4001-4110-761-543910-41-0-0000-0000- 464,300 Project String: 411000023 – Revenue - Total Revenues $ 843,700 2 of 3 Increase/(Decrease) Appropriations: Account String: 4000-4001-4110-761-651101-41-0-0000-0000- $ 342,800 4000-4001-4110-761-651102-41-0-0000-0000- 120,500 4000-4001-4110-761-653303-41-0-0000-0000- 24,400 4000-4001-4110-761-656105-41-0-0000-0000- 800 4000-4001-4110-761-656116-41-0-0000-0000- 277,500 4000-4001-4110-761-658027-41-0-0000-0000- 1,000 4000-4001-4110-761-859117-41-0-0000-0000- 76,700 Project: 411000023 – ADMIN - Total Appropriations $ 843,700 THAT the purpose is to appropriate $843,700 for the WaterSMART grant for the Smart Irrigation Timers Direct Install Project, which will allow the City to provide water customers with free smart irrigation controllers on a first-come, first-served basis. The project is estimated to reduce total potable water consumption by approximately 360 acre-feet per year (AFY). 3 of 3 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 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-104 Agenda Date:1/19/2023 Agenda #: 1.-O. REPORT TO THE CITY COUNCIL FROM:BROCK D. BUCHE, PE, PLS, Director Department of Public Utilities SUBJECT Actions pertaining to receiving non-storable flood flows from Millerton Lake: 1. Adopt a finding of statutory exemption pursuant to California Environmental Quality Act (CEQA) Guidelines Section 15282(u). 2. ***RESOLUTION - Authorizing the Execution of a contract for Temporary Water Service between the United States and the City of Fresno to purchase and accept non-storable flood flows from Millerton Lake during the current water year.(Subject to Mayor’s Veto) RECOMMENDATION The Department of Public Utilities recommends that Council adopt a finding of a statutory exemption pursuant to CEQA Guidelines Section 15282(u), and adopt a resolution authorizing the Execution of a contract for Temporary Water Service between the United States and the City of Fresno to purchase and accept non-storable flood flows from Millerton Lake during the current water year should they become available. EXECUTIVE SUMMARY The City entered into a contract (9D Contract) with the Bureau providing for a Class 1 allocation of Central Valley Project Water from Millerton Lake (“Project Water”). Once the Bureau makes its annual declaration of water availability, the 9D Contract requires the City to submit to the Bureau a written schedule defining when the City will take delivery of surface water from Millerton Lake. However, in the event the Bureau declares that a temporary supply of water may exist that is not storable for Central Valley Project purposes, the City in all likelihood will request delivery of this temporary water to existing facilities and that delivery of such temporary water would cause no apparent detriment to the City. The Bureau in these instances has historically requested the Council adopt a resolution of intent to enter into a 215 Contract for the applicable water year prior to executing the 215 Contract. Although the 215 Contract has not yet been made available for the current water year, such contract when provided will be subject to review and approval as to form by the City Attorney’s Office. By adopting the resolution and executing the 215 Contract, the City is not obligated to purchase non- storable flood flow. However, if non-storable flood flows are made available by the Bureau from Millerton Lake, the City can only receive water with an executed 215 Contract in place and resolution City of Fresno Printed on 1/19/2023Page 1 of 3 powered by Legistar™ 01-19-2023 MA / AP 7-0 R. 2023-013 File #:ID 23-104 Agenda Date:1/19/2023 Agenda #: 1.-O. from City Council. BACKGROUND In accordance with the 9D Contract,on an annual basis the Bureau shall make available for delivery to the City 60,000 acre-feet of Class 1 water for municipal and industrial purposes,subject to the terms and conditions of the 9D Contract and regional hydrologic conditions.The Bureau’s water year for Millerton Lake operations runs from March 1 to February 28 each year. On or about February 20 of each year,the 9D Contract requires the Bureau announces an initial declaration of Project Water to be made available to the City and other Friant Division contractors. The annual declaration can be adjusted during the year depending upon Central Valley Project operational conditions and regional hydrologic conditions.Once the annual declaration is made,the 9D Contract requires the City to submit to the Bureau a written schedule defining when the City will take delivery of surface water from Millerton Lake.The 9D Contract requires the City to submit its delivery schedule by March 1 of each year. One of the features of the City’s 9D Contract is the ability for the City to purchase non-storable flood flows (i.e.,flood-release waters)when available,from the Friant Dam.However,in order to receive such waters,the City must enter into a Contract for Temporary Water Service with the Bureau.The contract is designated a “215 Contract,”referring to Section 215 of the Reclamation Reform Act of October 12, 1982. The Bureau has historically requested that the Council adopt a resolution of intent to enter into a 215 Contract for the applicable water year prior to executing the 215 Contract.Although the 215 Contract has not yet been made available for the current water year,such contract when provided will be subject to review and approval as to form by the City Attorney’s Office. The Department of Public Utilities recommends Council approve the attached resolution authorizing purchase and acceptance of a 215 Contract with the Bureau,which would likely be effective through February 2022,so that the City may purchase and receive non-storable flood flows from the Friant Dam during current water year.If non-storable flood flows are made available to the City,the City will coordinate the water delivery with the Fresno Irrigation District (FID)for conveyance to the City’s Leaky Acres Recharge Facility,as well as,coordinate with the Fresno Metropolitan Flood Control District (FMFCD) for storage in its facilities, if capacity is available. Historically in the past when 215 Water was made available,it has been approximately fifty percent of the cost of water during a normal year.By adopting the resolution and executing the 215 Contract, the City is not obligated to purchase non-storable flood flow.However,if non-storable flood flows are made available by the Bureau from Millerton Lake,the City can only receive water with an executed 215 Contract in place. ENVIRONMENTAL FINDINGS Staff has performed a preliminary environmental assessment of this project and has determined that it falls within the Statutory Exemption set forth in CEQA Guideline Section 15282(u),which exempts temporary changes in the point of diversion,place of use,or purpose of use due to a transfer or exchange of water or water rights as set forth in Section 1729 of the Water Code,because the City of Fresno Printed on 1/19/2023Page 2 of 3 powered by Legistar™ File #:ID 23-104 Agenda Date:1/19/2023 Agenda #: 1.-O. exchange of water or water rights as set forth in Section 1729 of the Water Code,because the purchased water will be temporarily diverted from its standard path in the San Joaquin River to senior water rights holders. LOCAL PREFERENCE Local preference was not implemented because the purchase of surface water does not include a bid or award of a construction or services contract. FISCAL IMPACT There is no financial obligation for the General Fund for this surface water purchase.The funding source for this surface water purchase will be the Water Division Enterprise Fund. Attachment: Resolution City of Fresno Printed on 1/19/2023Page 3 of 3 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 EXECUTION OF A CONTRACT FOR TEMPORARY WATER SERVICE BETWEEN THE UNITED STATES AND THE CITY OF FRESNO TO PURCHASE AND ACCEPT NON-STORABLE FLOOD FLOWS FROM MILLERTON LAKE DURING THE CURRENT WATER YEAR WHEREAS, it is anticipated that the United States Department of the Interior, Bureau of Reclamation (USBR), will declare that a temporary supply of water may exist that is not storable for Central Valley Project purposes; and, pursuant to Section 215 of the Reclamation Reform Act of 1982 (Public Law 97-293), this temporary supply of water is exempt from the ownership limitations of Federal Reclamation Law; and WHEREAS, the City of Fresno (City) has existing facilities through which it can take delivery of this water; and WHEREAS, City staff has determined a need for such a temporary water supply from the USBR, and that delivery of such temporary water would cause no apparent detriment to the City; and WHEREAS, the City intends to request delivery of this temporary water to their lands; and WHEREAS, if non-storable flows are made available from Millerton Lake, the USBR requires that the City execute a 215 Contract prior to receiving water; and WHEREAS, historically the USBR has also required that Council adopt a resolution of intent to enter into a 215 Contract prior to execution of such contract. 2 of 3 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno as follows: 1. Council authorizes the Director of Public Utilities or designee to purchase non-storable flood flows from Millerton Lake should they be made available by the United States Department of the Interior, Bureau of Reclamation. 2. Council authorizes the Director of Public Utilities or designee to execute a Contract for Temporary Water Service between the United States and the City of Fresno, subject to approval as to form by the City Attorney’s Office, to facilitate the purchase and acceptance of non-storable flood flows from Millerton Lake. 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 : 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: Jennifer M. Quintanilla Date Senior Deputy City Attorney City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-96 Agenda Date:1/19/2023 Agenda #:1.-P. REPORT TO THE CITY COUNCIL FROM:PACO BALDERRAMA, Chief of Police Police Department BY:MARK SALAZAR, Deputy Police Chief Investigations Division SUBJECT Actions pertaining to the 2022 Project Safe Neighborhoods grant program 1. Authorize the Chief of Police to accept $430,318 in grant funding from the Office of Justice Program (OJP) through the Bureau of Justice Assistance (BJA) and execute the grant agreement for the 2022 Project Safe Neighborhoods grant. 2. ***RESOLUTION - Adopt the 21st amendment to the Annual Appropriation Resolution No. 2022-154 appropriating $427,300 to the Police Department’s FY 2023 budget for the Project Safe Neighborhoods grant program (Requires 5 affirmative votes)(Subject to Mayor’s veto). 3. RESOLUTION - Authorizing the Chief of Police or his Designee to execute a contract with Penlink, Ltd. for the purchase of hardware, software and maintenance services, in the amount of $320,000 without advertised competitive bidding. RECOMMENDATIONS It is recommended the City Council authorize the Chief of Police to accept $430,318 in grant funding from the Office of Justice Programs (OJP) through the Bureau of Justice Assistance (BJA) and execute the grant agreement with BJA for the 2022 Project Safe Neighborhoods (PSN) grant program, adopt the 21st amendment to the Annual Appropriation Resolution No. 2022-154 appropriating $427,300 into the Police Department’s FY 2023 budget for the PSN grant program, adopt a resolution authorizing the sole source purchase of Penlink, Ltd. hardware, software and maintenance from Penlink, Ltd. The remaining grant funds will be incorporated into the FY 2024 budget. EXECUTIVE SUMMARY The Office of Justice Programs (OJP), through BJA, awarded the City of Fresno $430,318 in grant funding for the PSN Task Force to support the purchase of software, hardware and maintenance services for coordinated enforcement operations and prosecution via the existing Fresno Project Safe Neighborhoods (PSN) task force; training for law enforcement and prosecutors; and, community outreach and education efforts. The grant performance period began on October 1, 2022, and concludes on September 30, 2024. BACKGROUND City of Fresno Printed on 1/19/2023Page 1 of 3 powered by Legistar™ 01-19-2023 MA / MK 7-0 R. 2023-014 R. 2023-015 File #:ID 23-96 Agenda Date:1/19/2023 Agenda #:1.-P. Fresno County has a long and deep-rooted history of gun and gang violence with gangs of various ethnicities,including but not limited to Hispanic and African American.Bulldogs are Hispanic,and TWAMP and MUGG are rival African American gangs.The Bulldogs are recognized as the largest Hispanic gang with 8,000 to 10,000 members.Fresno is the birthplace for several gangs.The criminal activities of these gangs include,murder,assault with a deadly weapon (including guns), armed robbery, extortion, gun trafficking, human trafficking, identity theft/fraud and drug dealing. Several gangs fall underneath these two groups and are at constant war both internally and with opposing sides.The African American gangs are extremely violent and have over 1,000 members. In addition to the Hispanic and African American gangs,Fresno has other gangs which account for approximately 24,000 gang members in the entire county.This number does not include associates/affiliates who are often more active than the actual members.This equates to roughly 4% of the overall population and 3% of the nation’s overall gang population. Over the years there has been a sharp increase in shootings and homicides in the City of Fresno;as well as a significant increase in gang related shootings and homicides.In 2020,the City of Fresno experienced a 51.09%increase in shootings (374 in 2019 compared to 732 in 2020)and a significant 60.81%increase in homicides (45 in 2019 compared to 74 in 2020)(Fresno Police Department AXON Records Management System).There was also a significant increase in shootings.193 of the shootings were gang related in 2019 compared to 313 in 2020,and 31 of the 2019 homicides were gang related compared to 53 in 2020.The gang shootings and homicides continue to be the most difficult cases to investigate due to witnesses being afraid to come forward for fear of retaliation or the suspect(s)being released.The Multi Agency Gang Enforcement Consortium (MAGEC) estimates the total number of gang members and associates in Fresno County to be approximately 20,000-23,000,roughly 4%of the overall population of Fresno.The gang population of Fresno County comprises approximately 3% of the nation’s overall estimated gang population. The year 2021 was a tumultuous time in the City of Fresno with notable shootings and homicides.In 2021 Fresno had a total of 687 shootings with 291 (42.3%)being gang related.We also had a total of 74 murders with (61%)being gang related.These gang related shootings and homicides are significant as they often prompt retaliation gang related shootings which sometimes result in innocent citizens being struck by gunfire.The number of shootings and homicides put a significant strain on detectives who found themselves experiencing high workload and burn out.This also affected the clearance rates of both due to detectives not having enough time to properly work the cases.We did however see a significant reduction and shootings after Operation No Fly Zone which was a 5-month long term investigation.These types of operations have been proven extremely effective as the subjects arrested remain in custody and are prosecuted for extended sentences. This project will involve MAGEC agencies conducting intensive operations in the City of Fresno where we have seen a significant increase in gang related shootings and homicides.MAGEC will bring the expertise,personnel,equipment,and resources of numerous units/agencies.MAGEC will make maximum use of intelligence,technology,and investigative tools to gain valuable gang intelligence to assist with long-term investigations. Grant funds will purchase the Penlink,Ltd.equipment and software for use by the Fresno Police Department and PSN Task Force,upgrade and/or replacement safety equipment for MAGEC personnel as well as fund overtime and mandatory training for investigators.The safety equipment City of Fresno Printed on 1/19/2023Page 2 of 3 powered by Legistar™ File #:ID 23-96 Agenda Date:1/19/2023 Agenda #:1.-P. personnel as well as fund overtime and mandatory training for investigators.The safety equipment includes ballistic vests that are equipped with plates that protect officers from rifle rounds (the department issued vests do not provide the same type of protection),ballistic helmets,throwbot and throwbot poles which will allow the placement into a residence or building prior to entry which will significantly reduce the chances of use of force (including deadly force)from occurring and ballistic blankets to provide cover for the officers when they are being fired upon. ENVIRONMENTAL FINDINGS This is not a “project” for the purposes of CEQA, pursuant to CEQA Guidelines Section 15378. LOCAL PREFERENCE Local preference was not considered because the hardware and software are only manufactured and sold by one company. FISCAL IMPACT Funding for this program will not have a negative impact on the City of Fresno’s General Fund.This is a reimbursement-based grant,and all expenditures will be reimbursed on a quarterly basis.The 21st Amendment AAR 2022-154 has been approved and is attached;there are no future obligations once the performance period has expired, and all funds expended. Attachments:21st Amendment AAR 2022-154 Grant Agreement Resolution City of Fresno Printed on 1/19/2023Page 3 of 3 powered by Legistar™ Date Adopted: 1 of 3 Date Approved: Effective Date: Resolution No. RESOLUTION NO. ___________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO ADOPTING THE 21st AMENDMENT TO THE ANNUAL APPROPRIATION RESOLUTION NO. 2022-154 TO APPROPRIATE $427,300 FOR THE PROJECT SAFE NEIGHBORHOODS (PSN) GRANT PROGRAM BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FRESNO: THAT PART III of the Annual Appropriation Resolution No. 2022-154 be and is hereby amended as follows: Increase/(Decrease) TO: POLICE DEPARTMENT Misc Federal Grants - Police $ 427,300 THAT account titles and numbers requiring adjustment by this Resolution are as follows: Misc Federal Grants - Police Revenues: Account String: 2060-2061-9995-000-433104-15-2-0000-0000- $ 427,300 Project String: 159900061 – Revenue - Total Revenues $ 427,300 2 of 3 Increase/(Decrease) Appropriations: Account String: 2060-2061-9995-000-655801-15-2-0000-0000- $ 5,100 Project: 159900061 – TRAINING - 2060-2061-9995-000-656101-15-2-0000-0000- 82,700 Project: 159900061 – SUPPLIES - 2060-2061-9995-000-656122-15-2-0000-0000- 1,500 Project: 159900061 – K9 - 2060-2061-9995-000-757411-15-2-0000-0000- 338,000 Project: 159900061 – EQUIPMENT - Total Appropriations $ 427,300 THAT the purpose is to appropriate $427,300 into the Police Department’s FY 2023 Budget for the PSN grant program. 3 of 3 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 , 2022 AYES: NOES: ABSENT: ABSTAIN: Mayor Approval: , 2022 Mayor Approval/No Return: , 2022 Mayor Veto: , 2022 Council Override Veto: , 2022 TODD STERMER, CMC City Clerk BY: ____________________________ Deputy City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-94 Agenda Date:1/19/2023 Agenda #: 1.-Q. REPORT TO THE CITY COUNCIL FROM:PACO BALDERRAMA, Chief of Police Police Department BY:MARK SALAZAR, Deputy Police Chief Investigations Division SUBJECT Actions pertaining to the 2023 Law Enforcement Specialized Unit Program: 1. Authorize acceptance of $203,143 in grant funding from the California Governor’s Office of Emergency Services’ Law Enforcement Specialized Unit Program to the Fresno Police Department 2. ***RESOLUTION - Adopt the 23rd Amendment to the Annual Appropriation Resolution (AAR) No. 2022-154 appropriating $203,100 for the Police Department’s Law Enforcement Specialized Unit Program Grant in the department’s Domestic Violence Unit (requires five affirmative votes) (Subject to Mayor’s veto) 3. Approve a Memorandum of Understanding with the Marjaree Mason Center RECOMMENDATION Staff recommends that Council approve acceptance of $203,143 in grant funding from the California Governor’s Office of Emergency Services (CalOES) Law Enforcement Specialized Unit (LE) Program for the Fresno Police Department’s Domestic Violence (DV) Unit within the Family Justice Bureau (Domestic Violence grant); approve a Memorandum of Understanding (MOU) with the Marjaree Mason Center (MMC) as identified in the LE Program grant agreement; and authorize the Chief of Police to enter into and execute the agreements, amendments, extensions and modifications and all required documents. EXECUTIVE SUMMARY The City of Fresno has been awarded grant funds of $203,143 from CalOES to augment the current capabilities of the DV Unit. The grant period is from January 1, 2023, to December 31, 2023. The goal of the LE Program grant is to work in partnership with the MMC for the purpose of providing maximum available assistance for victims of domestic violence and their children within the City of Fresno. The program will continue to allow for funding for the two victim advocates co-locating in the Domestic Violence Unit. This will meet the need for immediate response to victims and their families and provide resources to them as soon as law enforcement is notified of the incident. The grant funds will be used to fund the current victim advocates assigned to the unit and enhance the DV Unit by addressing violence against victims through investigation, immediate response, immediate victim City of Fresno Printed on 1/19/2023Page 1 of 2 powered by Legistar™ 01-19-2023 MA / GB 6-0 with MK absent. R. 2023-016 File #:ID 23-94 Agenda Date:1/19/2023 Agenda #: 1.-Q. by addressing violence against victims through investigation,immediate response,immediate victim advocacy, and training for law enforcement officers. BACKGROUND The Domestic Violence grant will allow us to expand our current capacity in response to victims and their children.With this funding,we will continue to provide two domestic violence victim advocates. With two advocates the City will allow advocate coverage for evening hours and weekends.The advocates will be assigned to the field and respond with patrol officers to calls for service related to domestic violence.By creating this quick response,victims will feel as though they have instantaneous help and reassurance that law enforcement cares and is doing everything possible to support them.Additionally,victims of domestic violence and their children will have immediate resources available through the MMC,such as emergency housing,provided crisis intervention, advocacy,support groups,counseling,legal advocacy,24-hour crisis hotline,survival skills,legal options classes,and referrals.This grant program will allow us to continue expanding our capabilities as an agency to reach out to all victims and ensure that services are offered and encouraged for all victims. The MOU with the MMC has been reviewed and approved by the City Attorney’s Office. ENVIRONMENTAL FINDINGS This is not a “project” for the purposes of CEQA, pursuant to CEQA Guidelines Section 15378. LOCAL PREFERENCE Local preference was not implemented; however, MMC is a local business. FISCAL IMPACT There will be no net impact to the general fund.The grant provides full cost recovery for all operations,training and supplies for this program.Advocates hired by the Marjaree Mason Center are contracted for the one-year performance period of the grant.At the conclusion,they will return to MMC to work on other projects.Expenses will be claimed and reimbursed on a quarterly basis.This funding will enable the Fresno Police Department to enhance its current capabilities and response to victims of domestic violence within the City of Fresno. Attachment:Grant Agreement 23rd Annual Appropriation Resolution No. 2022-154 Memorandum of Understanding - Marjaree Mason Center City of Fresno Printed on 1/19/2023Page 2 of 2 powered by Legistar™ Notification of Grant Subaward Application Approval Law Enforcement Specialized Units Program Grant Subaward #: LE22 06 6675 Dear Chief Mark Salazar: Mark Salazar, Deputy Police Chief Fresno, City of P.O. Box 1271 Fresno, CA 93715-1271 Subject: December 9, 2022 3650 SCHRIEVER AVENUE l MATHER, CALIFORNIA 95655 www.CalOES.ca.gov GAVIN NEWSOM GOVERNOR MARK S. GHILARDUCCI DIRECTOR Congratulations! The California Governor's Office of Emergency Services (Cal OES) has approved your Grant Subaward application in the amount of $203,143, subject to Budget approval. A copy of your approved Grant Subaward is enclosed for your records. Cal OES will make every effort to process payment requests within 45 days of receipt of your Report of Expenditures & Request for Funds (Cal OES Form 2-201). This Grant Subaward is subject to the Cal OES Subrecipient Handbook. You are encouraged to read and familiarize yourself with the Cal OES Subrecipient Handbook, which can be viewed on the Cal OES website at www.caloes.ca.gov. Any funds received in excess of current needs, approved amounts, or those funds owed as a result of a close-out or audit, must be refunded to Cal OES within 30 days upon receipt of an invoice. Please contact your Program Specialist, Olga Stupak, at (916) 845-8807 with questions about this notice. VS Grants Processing Unit cc: Subrecipient's file Program Specialist SPECIAL CONDITION Grant Subaward No. LE22 06 6675 is hereby approved with the following conditions: • Operational Agreements (OAs) must cover the entire grant period and therefore those OAs that expire prior to the end of the Grant Subaward performance period must be renewed as soon as they expire. Renewed OAs must be kept on file at your agency and an updated Operational Agreement Summary Form must be sent to your program specialist upon completion. • The 2021 STOP Funds in the amount of $ 33,857 must be expended by 4/30/23 and the final 2-201 must be received by Cal OES by 5/31/23. • The 2021 STOP Funds in the amount of $33,857 must be expended before the 2022 STOP funds. • The 2022 STOP funds in the amount of $169,286 cannot be expended until Cal OES has access to funds through the applicable FY 2022-23 Federal award. Should the Federal award(s) be reduced, you will be notified and required to amend the Grant Subaward. Failure to comply with these requirements may result in the withholding and disallowance of grant payments, the reduction or termination of the Grant Subaward and/or the denial of future grant funds. ENY: 2022-23 Chapter: 43 SL: 18411 Item: 0690-102-0890 Pgm: 0385 FAIN #: 15JOVW-21-GG-00554-STOP 07/01/21-06/30/23 Fund: Federal Trust AL#: 16.588 Program: Law Enforcement Specialized Units Program Match Req.:25%, C/IK based on TPC Project ID: OES21STOP000012 SC: 2022-18411 Amount: $33,857 ENY: 2022-23 Chapter: 43 SL: 18412 Item: 0690-102-0890 Pgm: 0385 FAIN #:15JOVW-22-GG-00411-STOP 07/01/22-06/30/24 Fund: Federal Trust AL#: 16.588 Program: Law Enforcement Specialized Units Program Match Req.: 25%, C/IK based on TPC Project ID: OES22STOP000012 SC: 2022-18412 Amount: $169,286 019-27000-04          Grant Subaward Budget Pages Multiple Fund Sources A. Personnel Costs - Line-item description and calculation 2022 STOP 2022 STOP Match 2021 STOP 2021 STOP Match Fund Source 5 Total Amount Allocated Match: 1 FTE Police Domestic Violence Detective $56,429 $11,286 $67,715 Sworn Overtime: Detective Overtime 964.88 hrs X $74.58 per hour $59,967 $11,993 $71,960 Sergeant Overtime 100 hrs X $89.88 per hour $7,490 $1,498 $8,988 Personnel Costs Fund Source Totals $67,457 $56,429 $13,491 $11,286 $148,664 PERSONNEL COSTS CATEGORY TOTAL *****$148,664 Grant Subaward #:Subrecipient: City of Fresno (Fresno Police Department) Grant Subaward Budget Pages Multiple Fund Sources - Cal OES 2-106a (Revised 10/2020) LE22 06 6675 _______$148,663 _______ $148,663 Grant Subaward Budget Pages Multiple Fund Sources B. Operating Costs - Line-item description and calculation 2022 STOP 2022 STOP Match 2021 STOP 2021 STOP Match Fund Source 5 Total Amount Allocated Marjaree Mason Center: Salary- 2 Advocates 1 @ $41,912 yr; 1 @ $50,674 yr $77,155 $15,431 $92,586 FICA Payroll Taxes @ 7.65% of $92,586 $5,903 $1,181 $7,083 CA ETT .015611% of $92,586 $12 $2 $14 Health Benefits (medical, dental, vision, life) - 2 @ $1,578 $2,630 $526 $3,156 Workers Comp 2 Advocates @ 1% X $92,586 $772 $154 $926 Overtime for DV Advocates 2@ $125 per month X 12 months $1,250 $250 $1,500 Internet Service for Advocates $25 X 12 months $250 $50 $300 Software Svcs for Advocates 2 X $840 annually $1,400 $280 $1,680 Program Office Supplies (pens, paper, ink, etc.)$167 $33 $200 Program Operating Costs: Registration for Strangulation Training - Webinar based: $533.30 for 5 week course X 3 students $1,333 $267 $1,600 Cell Service DV Advocates and DV Detective 3 @ $54/mo X 12 months $1,620 $324 $1,944 Callyo Advance Mobile Technology 5-10 lines $3,300 $660 $3,960 CellHawk Software lines 5@ $999 ea $4,163 $833 $4,995 Warrant Builder Access 9 @ $250 ea $1,875 $375 $2,250 Operating Costs Fund Source Totals $101,829 $20,366 $122,194 Grant Subaward #:Subrecipient: City of Fresno (Fresno Police Department) Grant Subaward Budget Pages Multiple Fund Sources - Cal OES 2-106a (Revised 10/2020) LE22 06 6675 $7,084 _____ _______$122,195 $4,162____ Grant Subaward Budget Pages Multiple Fund Sources B. Operating Costs - Line-item description and calculation 2022 STOP 2022 STOP Match 2021 STOP 2021 STOP Match Fund Source 5 Total Amount Allocated Grant Subaward #:Subrecipient: City of Fresno (Fresno Police Department) OPERATING COSTS CATEGORY TOTAL *****$122,194 Grant Subaward Budget Pages Multiple Fund Sources - Cal OES 2-106a (Revised 10/2020) LE22 06 6675 ________ $122,195 Grant Subaward Budget Pages Multiple Fund Sources C. Equipment Costs - Line-item description and calculation 2022 STOP 2022 STOP Match 2021 STOP 2021 STOP Match Fund Source 5 Total Amount Allocated None Equipment Costs Fund Source Totals Grant Subaward Totals - Totals must match the Grant Subaward Face Sheet 2022 STOP 2022 STOP Match 2021 STOP 2021 STOP Match Fund Source 5 Total Project Cost Fund Source Totals $169,286 $56,429 $33,857 $11,286 $270,858 EQUIPMENT COSTS CATEGORY TOTAL Subrecipient: City of Fresno (Fresno Police Department)Grant Subaward #: Grant Subaward Budget Pages Multiple Fund Sources - Cal OES 2-106a (Revised 10/2020) LE22 06 6675 VSPS Budget Summary Report 12/09/22 F/S/L (Funding Types): F=Federal, S=State, L=Local Match Paid/Expended=posted in ledger w/Claim Schedule, Pending=Processed, but not yet in Claim Schedule F/S/L F/S/L F/S/L Funding Source Funding Source Funding Source Budget Amount Budget Amount Budget Amount Paid/Expended Paid/Expended Paid/Expended A. Personal Services - Salaries/Employee Benefits B. Operating Expenses C. Equipment Balance Balance Balance 21STOP 21STOP 22STOP 22STOP 21STOP 21STOP 22STOP 22STOP 21STOP 21STOP 22STOP 22STOP F L F L F L F L F L F L 0 0 0 0 0 0 0 0 0 0 0 0 13,491 11,286 67,457 56,429 20,366 0 101,829 0 0 0 0 0 13,491 11,286 67,457 56,429 20,366 0 101,829 0 0 0 0 0 Law Enforcement Specialized Units Program Fresno, City of LE22 Law Enforcement Specialized Units Program 0 0 0 148,663 122,195 0 148,663 122,195 0 Total A. Personal Services - Salaries/Employee Benefits: Total B. Operating Expenses: Total C. Equipment: Pending Pending Pending Pending Balance Pending Balance Pending Balance 0 0 0 0 0 0 0 0 0 0 0 0 13,491 11,286 67,457 56,429 20,366 0 101,829 0 0 0 0 0 0 0 0 148,663 122,195 0 Performance Period: 01/01/23 - 12/31/23 blank filler blank filler blank filler Subaward #: LE22 06 6675 Latest Request: , Not Final 201 VSPS Budget Summary Report 12/09/22 F/S/L (Funding Types): F=Federal, S=State, L=Local Match Paid/Expended=posted in ledger w/Claim Schedule, Pending=Processed, but not yet in Claim Schedule Total Local Match: 0 67,715 67,715 Law Enforcement Specialized Units Program Fresno, City of LE22 Law Enforcement Specialized Units Program Total Funded: Total Project Cost: 0 203,143 203,143 0 270,858 270,858 Budget Amount Paid/Expended Balance 0 67,715 0 203,143 0 270,858 Pending Pending Balance Performance Period: 01/01/23 - 12/31/23 Subaward #: LE22 06 6675 Latest Request: , Not Final 201 Date Adopted: 1 of 3 Date Approved: Effective Date: Resolution No. RESOLUTION NO. ___________ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO ADOPTING THE 23rd AMENDMENT TO THE ANNUAL APPROPRIATION RESOLUTION NO. 2022-154 TO APPROPRIATE $203,100 FOR THE POLICE DEPARTMENT’S LAW ENFORCEMENT SPECIALIZED UNIT PROGRAM GRANT IN THE DEPARTMENT’S DOMESTIC VIOLENCE UNIT BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FRESNO: THAT PART III of the Annual Appropriation Resolution No. 2022-154 be and is hereby amended as follows: Increase/(Decrease) TO: POLICE DEPARTMENT Misc Federal Grants - Police $ 203,100 THAT account titles and numbers requiring adjustment by this Resolution are as follows: Misc State Grants - Police Revenues: Account String: 2070-2071-9995-000-433401-15-2-0000-0000- $ 203,100 Project String: 159900063 – REVENUE - - Total Revenues $ 203,100 2 of 3 Increase/(Decrease) Appropriations: Account String: 2070-2071-9995-000-651301-15-2-0000-0000- $ 81,000 Project: 159900063 – PERS - - 2070-2071-9995-000-655801-15-2-0000-0000- 1,600 Project: 159900063 – TRAINING - - 2070-2071-9995-000-656110-15-2-0000-0000- 11,200 Project: 159900063 – SOFTWARE - - 2070-2071-9995-000-658002-15-2-0000-0000- 107,500 Project: 159900063 – MMC - - 2070-2071-9995-000-859331-15-2-0000-0000- 1,800 Project: 159900063 – COMM - Total Appropriations $ 203,100 THAT the purpose is to appropriate $203,100 into the Police Department’s Law Enforcement Specialized Unit Program Grant in the Department Domestic Violence Unit. 3 of 3 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 1/5/23 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-84 Agenda Date:1/19/2023 Agenda #: 1.-R. REPORT TO THE CITY COUNCIL FROM:CITY OF FRESNO RETIREMENT BOARDS BY:Robert Theller, Retirement Administrator City of Fresno Retirement Systems SUBJECT Submission for Informational Purposes of the Annual Comprehensive Financial Reports (“ACFR”) regarding the Financial Activities of the City of Fresno Retirement Systems for the Fiscal Year Ending June 30, 2022 RECOMMENDATION The Retirement Boards have reviewed and approved the attached Annual Comprehensive Financial Reports for the fiscal year ended June 30, 2022 and recommend that the City Council receive and accept the reports for informational purposes. EXECUTIVE SUMMARY The Retirement Boards are proud to submit the Annual Comprehensive Financial Reports (“ACFR”) for the fiscal year ended June 30, 2022, to the City Council for informational purposes to keep the City Council informed and provide knowledge of the Retirement Systems’ activities during the past fiscal year. BACKGROUND The Retirement Boards, at their meeting on December 14, 2022, approved the attached Annual Comprehensive Financial Reports (“ACFR”) for the fiscal year ended June 30, 2022. At that meeting, the Boards directed the Retirement Administrator to submit each ACFR to the City Council, Mayor, and City Manager and to keep the city informed on the activities of the Retirement Systems. The Government Finance Officers Association of the United States and Canada (GFOA) awarded a Certificate of Achievement for Excellence in Financial Reporting to the City of Fresno Retirement Systems for each of their Annual Comprehensive Financial Reports for the fiscal year ended June 30, 2021. To receive a Certificate of Achievement award, a government must publish an easily readable and efficiently organized annual comprehensive financial report. These reports must satisfy both generally accepted accounting principles and applicable legal requirements. The two City of Fresno Retirement Boards, which oversee the administration of the Retirement City of Fresno Printed on 1/13/2023Page 1 of 6 powered by Legistar™ 01-19-2023 GB / LC 6-0 with MK absent. Approved on Consent File #:ID 23-84 Agenda Date:1/19/2023 Agenda #: 1.-R. Systems and combined investments of ~$3.45 billion as of June 30, 2022, respectfully submit the results of their fiscal year 2022 investment earnings and the funding status of the Systems. The Annual Comprehensive Financial Reports ("ACFR") of the City of Fresno Retirement Systems for the years ended June 30, 2022, and 2021 are submitted herewith. Information contained in these reports provides a complete and accurate review of the year's operations. Responsibility for both the accuracy of the data, and the completeness and fairness of the presentation, rests with the management of the Systems. For a general overview of the Systems’ finances, please refer to Management's Discussion and Analysis letter in the Financial Section of the reports. In addition to the information in the ACFR reports, we have prepared the attached schedule of summary information on the City’s Retirement Systems. These documents provide Council members with an overview of the Systems. For a summary of major initiatives of the retirement plans, see pages iv and v in the Introductory Section of the attached Financial Reports. The Financial Reports were prepared as of June 30, 2022, and consist of six sections: 1.The Introductory Section describes the Systems’ management and organizational structure, a summary of the plan provisions and a listing of the professional services providers; and 2.The Financial Section contains the general-purpose financial statements of the Systems and the Independent Auditor’s Opinion Letter; and 3.The Investment Section includes a letter from the Systems’ investment consultant, NEPC, recapping the fiscal year investment results and activities, along with performance and asset allocation information; and 4.The Actuarial Section includes the certification letter produced by the independent actuary, The Segal Company, along with supporting schedules and information; and 5.The Statistical Section which includes trend information and graphs; and 6.The Compliance Section which includes the Independent Auditor’s Internal Control Letter. For the year ended June 30, 2022, the Boards adopted and implemented all applicable new Government Accounting Standards Board (GASB) pronouncements for the fiscal year ended June 30, 2022, as required by each statement. Systems’ Funding Status The City of Fresno Retirement Systems (City of Fresno Employees Retirement System 114.0% and the City of Fresno Fire and Police Retirement System 120.5% as of June 30, 2022, on an actuarial basis) remain as two of the highest funded Public Retirement Systems in the State of California. If measured on a market value of assets basis, the funding status of the City of Fresno Employees Retirement Systems is 110.1 percent, and the City of Fresno Fire and Police Retirement System is 116.5 percent. The Systems have continued to achieve favorable investment returns during volatile investment markets. City of Fresno Printed on 1/13/2023Page 2 of 6 powered by Legistar™ File #:ID 23-84 Agenda Date:1/19/2023 Agenda #: 1.-R. Retirement Board Adopted City Actuarial Rates for Fiscal Year 2023 Additionally, the Retirement Boards at their Board meeting November 22, 2022, adopted the following City Normal Pension Contribution rates for Fiscal Year 2023: System ACFR FY 2022 Current FY 2023 Adopted FY 2024 Employees Retirement System 13.35%11.97%13.38% Actual/Est. City Normal Contributions (In Thousands)$22,017 $21,166 $23,649 Fire and Police System (Blended Tiers)22.56%20.34%21.08% Actual/Est City Normal Contributions (In Thousands)$27,556 $26,780 $27,750 City of Fresno Employees Retirement System The net City contribution rate for fiscal year 2024 of 13.38%, for the Employees System is an increase of 1.41% over the current fiscal year 2023 net rate of 11.97%. This increase is the net result of (I) changes in actuarial assumptions, (ii) a decrease in the surplus offset, and (iii) changes in membership demographics among all active (DROP and non-DROP) members. The projected increase in dollars is approximately $2.5 million for fiscal year 2024. The fiscal year 2024 contribution increase of 1.41% in the Employees System will be spread across the various Enterprise Funds, Internal Service Funds and to the General Fund. Each year we strongly caution the City of Fresno that offsets/savings in City contributions are most likely short-term or temporary in nature given the uncertainty of the investment return environment and in all probability will be eliminated over a few years. As of June 30, 2022, there is an actuarial surplus available to reduce a portion of the City’s and members' COLA contributions for Fiscal Years 2023 as the Employees Retirement System has a Valuation Value of Assets of 114% which met the surplus declaration requirement of being in excess of 110% of the actuarial accrued liability. City of Fresno Fire and Police System The blended Fire and Police System rate of 21.08% for fiscal year 2024 is an increase of 0.74% from the current fiscal year 2023 City contribution rate of 20.34% and will increase the City’s required payments to the Fire and Police System by approximately $1.0 million from the prior fiscal year estimated contributions. Due to the current surplus funding status, the City of Fresno’s contribution rate of 21.08% is net of 4.43% in surplus credits which amount to approximately $5.8 million in City contribution savings for the fiscal year 2024. Each year we strongly caution the City of Fresno that these offsets/savings in City contributions are most likely short-term or temporary in nature given the uncertainty of the investment return environment and in all probability will decline and be eliminated over a few years. We suggest that City Management carefully consider the impact of diminishing surplus credits to contributions and the corresponding direct effect to the General Fund over the next few years. City of Fresno Printed on 1/13/2023Page 3 of 6 powered by Legistar™ File #:ID 23-84 Agenda Date:1/19/2023 Agenda #: 1.-R. The net increase in the City’s cost is primarily a result of (i) a smaller surplus offset than in the prior valuation, (ii) a smaller positive balance projected in the City Surplus Reserve for the 2022/2023 fiscal year compared to the 2021/2022 fiscal year, and (iii) changes in actuarial assumptions, offset somewhat by (iv) a change in membership demographics among all active (DROP and non-DROP) members. Investment Return Information For the fiscal year ended June 30, 2022, the Systems’ annual return is negative 7.18 percent gross of fees; three-year return is 7.26 percent, five-year return is 7.24 percent and ten-year return is 8.53 percent. It is of utmost importance to examine the System’s investment returns with a long-term view due to the extreme volatility in the various economies of the world and the global financial markets over the past twenty to twenty-five years rather than a short-term focus which tends to distort the perception of how well the investments have performed. The short and long-term (one, three, five, ten, fifteen, twenty and twenty-year) performance rates demonstrate the extreme volatility of the markets and the Systems’ ability to meet or exceed its current actuarial assumed rate of return of 7.00 percent over longer periods. As of June 30, 2022, the System’s 10-year annualized return is 8.53 percent, and its 25-year annualized return is 7.35 percent. These investment returns were achieved by the Boards on a risk-controlled basis without the use of higher risk investment vehicles such as hedge funds. System Membership Activity Membership activity in the Retirement Systems during the fiscal year resulted in a total net addition of 173 members,the Employees Retirement system active membership increased by 122 members and the Fire and Police Retirement System active membership increased by 51 City of Fresno Printed on 1/13/2023Page 4 of 6 powered by Legistar™ File #:ID 23-84 Agenda Date:1/19/2023 Agenda #: 1.-R. members for the one-year period ended June 30, 2022. The number of retirees has also increased slightly with the Systems’adding a net total of 67 retirees for a total combined retired membership of 3,321 on June 30, 2022. City of Fresno Printed on 1/13/2023Page 5 of 6 powered by Legistar™ File #:ID 23-84 Agenda Date:1/19/2023 Agenda #: 1.-R. ENVIRONMENTAL FINDINGS N/A LOCAL PREFERENCE N/A FISCAL IMPACT None.] Attachments: 1.Summary Highlights for Fiscal Year 2022 2.Annual Comprehensive Financial Reports for the Employees and Fire and Police Retirement Systems for the years ending June 30, 2022, and 2021. City of Fresno Printed on 1/13/2023Page 6 of 6 powered by Legistar™ Fire & Police Employees Combined Combined Net Description System System Systems Systems Change FY 2022 FY 2022 Totals FY 2022 Totals FY 2021 Net Assets Restricted for Pension Benefits 1,891,077,196$ 1,562,187,480$ 3,453,264,676$ 3,821,607,536$ (9.64%) Net increase (decrease) in Assets (199,292,927)$ (169,049,933)$ (368,342,860)$ 825,470,820$ Retirement Benefits Payments 72,785,132$ 70,239,143$ 143,024,275$ 135,524,951$ 5.53% Annualized Investment Returns: One Year Performance (7.18%)30.81% Three Years Performance 7.26%11.97% Five Year Performance 7.24%11.89% Ten Year Performance 8.53%9.33% Twenty Year Performance 7.63%7.70% Twenty-Five Year Performance 7.35%8.37% Asset Allocation Targets: Domestic Equities - Large Cap 25.00%15.80% Domestic Equities - Small Cap -7.20% International Equities - Developed Markets 23.00%19.00% International Equities - Emerging Markets -6.00% Total Equities 48.00%48.00% Fixed Income Domestic Fixed Income 13.00%10.00% High Yield Bonds 3.00%5.00% Real Estate Core Real Estate 10.00%11.00% Value Add Real Estate/REITs 4.00%4.00% Total Fixed Income & Real Estate 30.00%30.00% Alternatives Infrastructure 5.00%4.00% Midstream Energy (MLPs)4.00%5.00% Private Equity 3.00%5.00% Private Debt (Includes Direct Lending)10.00%8.00% Total Alternatives 22.00%22.00% Total Asset Allocation 100.00%100.00% Membership: Active 1,136 2,435 3,571 3,398 5.09% Retired 1,154 2,167 3,321 3,254 2.06% Inactive Deferred Vested 58 202 260 338 (23.08%) Totals 2,348 4,804 7,152 6,990 2.32% Contributions Member Contributions 10,973,174$ 15,492,662$ 26,465,836$ 24,006,379$ 10.25% City Contributions 27,555,587$ 22,016,525$ 49,572,112$ 46,459,137$ 6.70% City/Member Normal Contribution rates:Member Member City City Fire and Police Tier 1 5.91%28.76%29.55% Fire and Police Tier 2 9.00%25.27%25.79% Fire and Police Blended City rate net 22.56%22.82% Employees System 9.49%13.35%13.03% Actuarial Funding Status: Actuarial Funding Staus (GASB 25)120.5%114.0% Market Value Funding Status 116.5%110.1% Actuarial Assumptions: Annual Inflation 2.75%2.75% 2.75% Annual Investment Assumption 7.00%7.00% 7.00% Financial Reporting (GAS 67) Net Pension Liability % of Total Liability 108.9%106.1% City of Fresno Employees Retirement System A Pension Trust Fund of the City of Fresno (California) ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR FISCAL YEARS ENDED JUNE 30, 2022 AND 2021 Issued by: Robert T. Theller Retirement Administrator Kathleen Riley Brown Assistant Retirement Administrator 2828 Fresno Street Suite 201, Fresno, CA 93721-1327 (559) 621-7080 / Retire@Fresno.gov www.CFRS-CA.org TABLE OF CONTENTS Introduction Section Letter of Transmittal .................................................................................................................................................................................. i City of Fresno Employees Retirement System Board Members ............................................................................................................... ix City of Fresno Retirement Administrative Staff ........................................................................................................................................ x Administration of the System .................................................................................................................................................................... xi Organizational Structure ............................................................................................................................................................................ xii Professional Services and Consultants ...................................................................................................................................................... xiii Investment Portfolio Managers ................................................................................................................................................................. xiv Certificate of Achievement for Excellence in Financial Reporting .......................................................................................................... xv Financial Section Independent Auditor’s Report ................................................................................................................................................................... 2 Management’s Discussion and Analysis ................................................................................................................................................... 5 Basic Financial Statements Statement of Fiduciary Net Position ......................................................................................................................................................... .16 Statement of Changes in Fiduciary Net Position ....................................................................................................................................... 17 Notes to the Basic Financial Statements ................................................................................................................................................... .18 Required Supplementary Information Schedule of Changes in the Net Pension Liability ............................................................................................................................... 54 Schedule of Employer Contributions ................................................................................................................................................... 56 Schedule of Investment Returns .......................................................................................................................................................... .56 Notes to the Required Supplementary Information ............................................................................................................................. .57 Other Supplementary Information Schedule of Administrative Expenses .................................................................................................................................................. 59 Schedule of Investment Management Expenses .................................................................................................................................. 60 Schedule of Payments to Consultants .................................................................................................................................................. .60 Investment Section Investment Report from the Retirement Administrator ............................................................................................................................. 62 Investment Consultant’s Report ................................................................................................................................................................ 67 Investment Results (Gross and Net of Fees) ............................................................................................................................................. 69 Target Asset Allocation and Actual Asset Allocation ............................................................................................................................... 71 Largest Stock and Bond Holdings ............................................................................................................................................................. 73 Schedule of Commissions ......................................................................................................................................................................... 74 Investment Summary ................................................................................................................................................................................. 74 City of Fresno Employees Retirement System Actuarial Section Actuarial Certification Letter .................................................................................................................................................................... .76 Summary of Actuarial Assumptions and Funding Method ....................................................................................................................... 79 Probabilities of Separation Prior to Retirement ........................................................................................................................................ .81 Schedule of Active Member Valuation Data .............................................................................................................................................82 Schedule of Retirees and Beneficiaries Added to or Removed from Rolls ...............................................................................................83 Solvency Test ............................................................................................................................................................................................84 Actuarial Analysis of Financial Experience ..............................................................................................................................................85 Schedule of Funding Progress ...................................................................................................................................................................85 Major Benefit Provisions of the Retirement System .................................................................................................................................86 History of Employer Net Contribution Rates ............................................................................................................................................87 Statistical Section Statistical Section Review..........................................................................................................................................................................89 Schedule of Changes in Fiduciary Net Position ........................................................................................................................................90 Schedule and Graph of Additions by Source .............................................................................................................................................91 Schedule and Graph of Deductions by Type .............................................................................................................................................92 Membership Information Schedule of Average Benefit Payments ...............................................................................................................................................93 Retirees by Type of Benefit ..................................................................................................................................................................95 Schedule and Graph of Pension Benefit Payments Deductions by Type .............................................................................................96 Schedule and Graph of Active Vested, Active Non-Vested and Deferred Membership History .........................................................97 Schedule and Graph of Retirees Pension Benefit Payments by Type of Benefit .................................................................................98 Summary of Active Participants and Retirees ......................................................................................................................................99 Member and City Contribution Rates .................................................................................................................................................. 100 Economic Assumptions and Funding Method .....................................................................................................................................100 Benefits and Withdrawals Paid ............................................................................................................................................................101 Average Monthly Benefits to Retirees .................................................................................................................................................102 Expectation of Life (Age and Service Retirees) ..................................................................................................................................103 Expectation of Life (Disabled Retirees) ...............................................................................................................................................103 Compliance Section Independent Auditor’s Report on Internal Control ....................................................................................................................................105 Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards City of Fresno Employees Retirement System MISSION STATEMENT To protect and provide System benefits through the highest quality delivery of service for our members and the employer, prudently fulfilling our fiduciary duties of investment and conservation of Trust assets. BOARD AND STAFF COMMITMENT We promise to carry out our Mission through a competent, professional, impartial and open decision-making process. In providing benefits and services, all persons will be treated fairly, with courtesy and respect. Assets will be invested and administered to balance the need to control risk with superior performance. We expect excellence in all activities. We will also be accountable and act in accordance with the law. GOALS • To create an environment in which Board Members can maximize their performance as trustees. • To improve business processes and our delivery of services provided to members and retirees. • To improve communications with members, retirees and the employer. • To attract, develop and retain competent and professional staff. • To achieve and maintain superior investment performance on a risk controlled basis measured by the Public Fund Universe. City of Fresno Employees Retirement System The Employees Retirement System was established on June 1, 1939 and is maintained and governed by Article 5 of the Fresno Municipal Code. The Employees Retirement System (the System) provides retirement benefits for all qualified non-sworn employees of the City of Fresno. INTRODUCTION i Letter of Transmittal ix City of Fresno Employees Retirement System Board Members x City of Fresno Retirement Administrative Staff xi Administration of the System xii Organizational Structure xiii Professional Services and Consultants xiv Investment Portfolio Managers xv Certificate of Achievement for Excellence in Financial Reporting Letter of Transmittal Robert T. Theller, Esq. RETIREMENT ADMINISTRATOR Dear Board Members: As Retirement Administrator of the City of Fresno Employees Retirement System (the System), it is with great pleasure that I submit the Annual Comprehensive Financial Report (ACFR) for the fiscal years ended June 30, 2022 and 2021. The fiscal year 2022 began with the country and the world taking its first steps out of the global pandemic, fully relaxing many of the protocols required at the outset of the pandemic. Though Covid-19 has not been eliminated and the threat of variants continues, the pandemic was no longer the key issue causing economic uncertainty, instead fear of a recession and inflation continuing to run at multi-decade highs has taken its place. In response to increasing inflation the Federal Reserve have continued to raise interest rates, raising rates at their previous six meetings, with the last four being 75 basis points each. Additionally, the Russia-Ukraine conflict has caused turmoil and uncertainty in the global financial markets. The conflict also sparked an increase in the price of gas which was already increasing as oil demand returned to pre-pandemic levels. And yet through all of this, the U.S. labor market defies recession fears as jobless claims continue to run at very low levels and wage growth remains elevated. The system will continue to navigate through these domestic and global economic issues, as it always has, focusing on long term financial stability. Despite the tremendous challenges of the past year, the System is currently fully funded on both a fair value and actuarial valuation basis at 110.1 percent and 114.0 percent, respectively. From a long-term perspective, the System is positioned to provide a solid rate of return that is equal to or better than the respective asset classes market indices even as we enter yet another year of uncertainties in the global economic and financial markets. The Retirement Board (the Board) has carefully managed the investment portfolio throughout the global pandemic, and we remain confident that new investment opportunities will arise and the Board, with the required amount of due diligence and vigilance, will position the System’s investments for future long-term growth. The System’s returns for the last two years have been mixed at -7.18 percent and 30.81 percent for the fiscal years ended June 30, 2022 and 2021, respectively. Noticeably, the returns are well below the System’s assumed rate of return of 7.00 percent effective June 30, 2022, while the FY2021 returns were well above the assumed rate of return of 7.00 percent effective June 30, 2021. City of Fresno Employees Retirement System l INTRODUCTION Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 i In fiscal year 2022, the System’s gross of fee returns provided by its custodian, Northern Trust, when compared to other institutional investors and weighted policy benchmarks were slightly lower in the short term but consistently higher over the long-term. The System’s gross of fees one-year return was negative 7.18 percent, 0.52 percent below its policy benchmark return of negative 6.66 percent; also under performing its actuarial interest rate assumption of 7.00 percent by 14.18 percent in Fiscal Year 2022. The five-year annualized gross of fees return of 7.24 percent was 0.49 percent above its actuarial interest rate assumption of 6.75 percent and above its policy benchmark return of 6.54 percent by 0.70 percent. The System's ten-year annualized gross of fees return at 8.53 percent exceeded its policy benchmarks of 7.79 percent by 0.74 percent and also exceeded its actuarial interest rate assumption by 1.53 for the same period. The System remains highly funded and well positioned to serve our members and retirees. As illustrated by the System’s 10, 15 and 25-year long-term gross of fees returns of 8.53 percent, 6.09 percent, and 7.35 percent, respectively, as of June 30, 2022, the System has the ability to achieve its long-term objectives over extended periods. Meanwhile, the System’s actuarial and fair value funding status continues to be the highest of any public non-safety pension defined benefit plan in California. The Annual Comprehensive Financial Report (ACFR) The Annual Comprehensive Financial Report (ACFR) of the City of Fresno Employees Retirement System for fiscal years ended June 30, 2022 and 2021 is submitted herewith. Information contained in this report is designed to provide a complete and accurate review of the years' operations. Responsibility for both the accuracy of the data, and the completeness and fairness of the presentation, rests with the management of the System. For a general overview of the City of Fresno Employees Retirement System’s finances, please refer to the Management’s Discussion and Analysis in the Financial Section of this report. The ACFR consists of six sections: The Introduction Section contains our Mission Statement, a Letter of Transmittal, a description of the System’s management and organizational structure, a listing of the professional services providers, and the Government Finance Officers Association’s Certificate of Achievement for Excellence in Financial Reporting. The Financial Section contains the opinion of the independent auditor, Brown Armstrong Accountancy Corporation, Management’s Discussion and Analysis, the Basic Financial Statements of the System, the Required Supplementary Information and the Other Supplementary Information. The Investment Section includes an Investment Report from the Retirement Administrator, a letter from the System’s Investment Consultant, NEPC, LLC, (NEPC) recapping the fiscal year investment results and activities, along with performance and asset allocation information. Investment Consultant returns may differ slightly from the custodian's book of record due to rounding methodology. The Actuarial Section includes the certification letter produced by the independent actuary, The Segal Company, along with supporting schedules and information. The Statistical Section contains significant detailed data pertaining to the System. City of Fresno Employees Retirement System l INTRODUCTION Letter of Transmittal Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 ii The Compliance Section contains the Independent Auditor’s Report on Internal Control Over Financial Reporting and on Compliance And Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards. I trust that you and the members of the System will find this ACFR helpful in understanding the System, and our commitment to financial integrity and member services. THE EMPLOYEES RETIREMENT SYSTEM AND ITS SERVICES The Employees Retirement System was established on June 1, 1939, under Charter Section 910 and is governed by Article 5 of Chapter 3 of the City of Fresno Municipal Code. The System provides retirement allowances to the non-safety members employed by the City of Fresno (the City). In accordance with the provisions of the City of Fresno Municipal Code, the System provides lifetime retirement, disability, and death benefits to its members. The Employees Retirement Board is responsible for establishing policies governing the administration of the System, making benefit determinations, and managing the investment of the System’s assets. The Board operates under the authority vested in Article 5 of Chapter 3 of the City of Fresno Municipal Code and the California Pension Protection Act of 1992. Article XVI, Section 17(b) of the Constitution of the State of California provides that “the members of the Retirement Board of a public retirement system shall discharge their duties ... solely in the interest of, and for the exclusive purpose of providing benefits to, participants and their beneficiaries, minimizing employer contributions thereto, and defraying reasonable expenses of administering the System. A Retirement Board’s duty to its participants and their beneficiaries shall take precedence over any other duty.” Section 17(a) further provides that the Board has ... “the sole and exclusive responsibility to administer the System in a manner that will assure prompt delivery of benefits and related services to the participants and their beneficiaries.” The Retirement Board is also responsible for the prudent investment of member and employer contributions and defraying reasonable expenses of administration. The Retirement Board has five (5) members: two (2) management employees who are appointed by the Mayor and confirmed by the City Council, one (1) employee who is elected by the manual workers of the System, and one (1) employee who is elected by the clerical or supervisory workers of the System, both of which serve a four-year term. The fifth and final member of the Board is a qualified elector of the City, not connected with its government, appointed by the previously designated four members. The Board oversees the Retirement Administrator and staff in the performance of their duties in accordance with the Municipal Code and the Board’s Rules, Regulations and Policies. City of Fresno Employees Retirement System l INTRODUCTION Letter of Transmittal Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 iii Major Initiatives The Board, jointly with the City of Fresno Fire & Police Retirement System Board (the Boards), renewed service provider agreements with Brown Armstrong Accountancy Corporation for financial auditing services, and Ice Miller LLP for federal tax advisory legal services. The Boards also continued education and evaluations related to all investment classes, especially Asian market opportunities and education. During Fiscal Year 2022, the Boards approved a European real estate search and the resulting manager selection, Tristan Capital Partners. The Joint Boards also approved staff/NEPC recommendation to hire Sixth Street/TAO to provide diversifying strategies and alternative credit exposure. Additionally, the Boards also approved investments with two Value- Add Real Estate managers, Alidade Capital and Kayne Anderson. Effective January 1, 2017, the IRS eliminated its staggered five-year remedial amendment cycle system for individually designed qualified retirement plans and no longer accepts applications for determination letters. The System's letter of determination was effective through January 31, 2019. The IRS' current determination letter program, in general, provides that a plan sponsor that maintains a qualified plan, with a favorable determination letter, may continue to rely on the determination with respect to any plan provision, until such time that the plan provision subsequently is amended or affected by a change in law. The Boards retained the services of the law firm of Ice Miller LLP (Ice Miller) to assist with a review of our plan documents and applicable statutes in effect through 2013, and any plan amendments or changes to provisions made after January 1, 2014. Based on their initial review, since the date of the plan's favorable determination letter May 26, 2014, the plan has been timely amended to comply with the changes required to be tax qualified under Internal Revenue Code § 401 (a). Staff began work with Ice Miller in 2019 to review the Retirement Systems' plan provisions for continued IRS Compliance. The proposal from Ice Miller to participate in the IRS Comply Now program included updating of the Systems’ plan provisions to incorporate certain distribution provisions and new provisions required by the Setting Every Community Up for Retirement Enhancement (SECURE) and Coronavirus Aid, Relief and Economic Security (CARES) Acts. Comply Now reports detailing the changes to be considered were presented to the Boards during fiscal year 2021. However, submission to the IRS Comply Now program is delayed due to review of additional provisions to be considered. Ice Miller expects to submit the request to the IRS during Fiscal Year 2023. Throughout the pandemic, the Retirement Benefits Staff continued to ramp up their communication efforts with both employees and retirees of the System. Aggressive efforts deployed helped to maximize enrollment in the Member Direct module initially implemented in January 2016. Participation in Member Direct has continually increased every fiscal year. Staff have continued to provide all the necessary information and support that the Members needed by answering individual questions to assist Members in making their retirement decisions to retire during the Fiscal Year. In addition, the relaxing of pandemic protocols has allowed for the return of face-to-face meetings with Retirement Counselors, as well as the Mid- Career Retirement Seminars for active employees. Staff have also continued to meet and counsel Members regarding prospective retirements via Zoom as well. This allows members to choose how they prefer to meet with staff in a manner they feel comfortable. City of Fresno Employees Retirement System l INTRODUCTION Letter of Transmittal Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 iv With the assistance of its actuary and staff, the Board completed the annual actuarial valuations for June 30, 2022 and 2021, and Governmental Accounting Standards Board (GASB) Statement No. 67, which redefines pension liability and expense for financial reporting purposes only. In accordance with Actuarial Standards of Practice (ASOP) 51, the System's actuary has identified and assessed risks that may be reasonably anticipated to significantly affect the System's future financial condition, which helps intended users of the actuarial findings gain a better understanding of risks inherent in the measurements of pension obligations and actuarially determined pension plan contributions. Professional Services Professional Services Consultants and Investment Portfolio Managers are retained by the Board to provide professional services essential to the effective and efficient operation of the System. See listings on pages xiii and xiv. An opinion from the Independent Auditor and a certification letter from the Actuary are included in this report along with a summary investment report from the Board’s Investment Consultant. The Consultants and Investment Managers retained by the Board are listed in the following section of this report. Certificate of Achievement The Government Finance Officers Association of the United States and Canada (GFOA) awarded a Certificate of Achievement for Excellence in Financial Reporting to the City of Fresno Employees Retirement System for its annual comprehensive financial report for the fiscal year ended June 30, 2021. The Certificate of Achievement is a prestigious national award recognizing excellence in the preparation of public employee retirement system annual comprehensive financial reports. To be awarded a Certificate of Achievement for Excellence in Financial Reporting, a government entity must publish an easily readable and efficiently organized annual comprehensive financial report. This report must satisfy both generally accepted accounting principles and applicable legal requirements. A Certificate of Achievement for Excellence in Financial Reporting is valid for a period of one year only. The System has received a Certificate of Achievement for the last twenty-one consecutive years. We believe that our current annual comprehensive financial report continues to meet the Certificate of Achievement Program’s requirements and we are submitting it to the GFOA to determine its eligibility for another certificate. For Fiscal Year 2021, the System submitted a Popular Annual Financial Report (PAFR) to the GFOA. The System received from the GFOA an Award for Outstanding Achievement in Popular Annual Financial Reporting. The PAFR provides System membership with condensed and concise information in an easier to read format than is presented in the ACFR. City of Fresno Employees Retirement System l INTRODUCTION Letter of Transmittal Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 v Actuarial Funding Status and Net Pension Liability The System’s funding objective is to meet long-term benefit promises by retaining a well-funded plan status and obtaining superior investment returns while minimizing employer contributions. The Board’s objective for employer contributions is to establish a rate as a level percent of member payroll. The greater the level of overall plan funding, the larger the ratio of assets accumulated compared to the actuarial accrued liability and the greater the level of investment potential. The advantage of a well-funded plan is that the benefits earned by participants are funded during their working careers and not by future generations of taxpayers. The June 30, 2022 actuarial valuation is presented in this ACFR. As of June 30, 2022, the funded ratio of the Employees Retirement System was 114.0 percent. The ratio of the valuation value of assets to actuarial accrued liabilities was 116.0 percent as of the June 30, 2021, valuation. The funding ratios as of June 30, 2022 and 2021, if measured using the fair value of assets instead of the actuarial valuation value of assets are 110.1 percent and 132.7 percent, respectively. The funded ratios were determined by using the actuarial value of the assets in accordance with actuarial standards. The actuarial accrued liability of the System at June 30, 2022, for funding purposes, amounted to $1,271,762,000; the actuarial valuation value of assets amounted to $1,449,730,315 and the fair value of assets (including non-valuation reserves) amounted to $1,562,187,480. At June 30, 2021, the actuarial valuation value of assets amounted to $1,380,265,471; the fair value of assets (including non-valuation reserves) amounted to $1,731,237,413. Under the Governmental Accounting Standards Board (GASB) Statement No. 67 Financial Reporting methodology, the net pension liability of the System as of June 30, 2022 indicates a surplus of $89,373,958; while on an actuarial funding basis the valuation value of assets basis reflects a surplus of $177,968,315 and a funding ratio of 114.0 percent. At June 30, 2021, the net pension liability of the System indicated a surplus of $351,804,214 and a funding ratio of 116.0 percent. For financial reporting purposes, the Plan Fiduciary Net Position as a percentage of the Total Pension Liability is 106.07% and 125.50% as of June 30, 2022 and 2021, respectively. The Board engages an independent actuarial consulting firm to conduct annual actuarial valuations of the System. The purpose of the actuarial valuation is to reassess the magnitude of the benefit commitments. This is compared to the assets expected to be available to support those commitments. Recommendations are presented to the Board for consideration. The Segal Company is the System’s independent actuarial consultant. The Actuarial Section of this report contains a more detailed discussion of funding. City of Fresno Employees Retirement System l INTRODUCTION Letter of Transmittal Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 vi Accounting System & Reports The management of the System is responsible for establishing and maintaining an internal control structure designed to ensure that System assets are protected from loss, theft, or misuse. Responsibility for the accuracy, completeness, and fair presentation of the information, and all disclosures, rests with the management of the System. The accounting firm of Brown Armstrong Accountancy Corporation provides financial audit services. The financial audit ensures that the System’s financial statements are presented in conformity with accounting principles generally accepted in the United States of America (GAAP) and are free of material misstatement. The internal controls are designed to provide reasonable but not absolute assurance that these objectives are met. The System recognizes that even sound internal controls have their inherent limitations. Internal controls are reviewed to ensure that the System’s operating policies and procedures are being adhered to and that the controls are adequate to ensure accurate and reliable financial reporting and to safeguard the System’s assets. The objective is to provide a reasonable, rather than absolute, assurance that the financial statements are free of any material misstatements given the prudent need to ensure that the cost of a control should not exceed the benefits to be derived. We believe that the System's internal controls adequately safeguard assets. This report has been prepared in accordance with Generally Accepted Accounting Principles for State and Local Governments (GAAP) as established by the Governmental Accounting Standards Board (GASB). The System’s transactions are reported on the accrual basis of accounting. Revenues are taken into account when earned, regardless of the date of collection. Expenses are recorded when the corresponding liabilities are incurred, regardless of when the payment is made. Investments Article XVI, Section 17(c) of the Constitution of the State of California, provides that “the members of the Retirement Board of a public pension or retirement system shall discharge their duties... with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with these matters would use in the conduct of an enterprise of a like character and with like aim.” By permitting further diversification of investments within a fund, the prudent expert standard may enable a fund to reduce overall risk and increase returns. A summary of the asset allocation can be found in the investment section of this report and in Note 2 – Summary of Significant Accounting Policies (see section Investment). The prudent expert rule permits the Board to establish an investment policy based upon professional advice and counsel and allows for delegation of investment authority to professional investment advisors. The Investment Objectives and Policy Statement of the Board outline the responsibility for the investment of the fund and the degree of risk that is deemed appropriate for the fund. Investment advisors are to execute the policy in accordance with the Board policy and guidelines. For the fiscal years ended June 30, 2022 and 2021, the System’s investments provided a -7.18 percent and 30.81 percent gross of fees rate of return, respectively, as reported by the custodian, Northern Trust. City of Fresno Employees Retirement System l INTRODUCTION Letter of Transmittal Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 vii Acknowledgments The compilation of this report reflects the combined effort of the System’s staff under the leadership of the Board. It is intended to provide complete and reliable information as a basis for making management decisions, as a means of determining compliance with legal provisions, and as a means of determining responsible stewardship of the funds of the System. On behalf of the Board, I would like to express my appreciation for the dedication and efforts of my staff members, Kathleen Riley Brown, Yvonne Timberlake, Chad Jacobs, Alberto Magallanes, Karen Espiritu, Cristina Jurado, Pattie Laygo, Andrea Ketch, Patricia Basquez, Joan Taketa, Onh Viengsay, Katie Baroni, Tracy Gonzales, Cecilia Lopez, Gilberto Torentela and the Board's consultants, for their assistance in the preparation of this report and for their ongoing commitment to serve the Board and the members of the System. I also would like to thank the Board members for their support in accomplishing the many tasks and goals over the past year. Respectfully Submitted, Signature Robert T. Theller, Esq. Retirement Administrator November 29, 2022 City of Fresno Employees Retirement System l INTRODUCTION Letter of Transmittal Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 viii Retirement Board Members As of June 30, 2022 Chair Phillip Hardcastle Re-Elected June 2020 Term Expires June 2024 Represents Clerical and Supervisory Members Vice Chair TJ Miller Appointed September 2013 Term Continuous Appointed by the Mayor and Confirmed by the Fresno City Council David Cain Re-Elected June 2018 Term Expires July 2022 Represents Manual Worker Members Marvell French Appointed July 2000 Term Continuous Outside Member Appointed by Retirement Board Alma Torres Appointed August 2020 Term Continuous Appointed by the Mayor and Confirmed by the Fresno City Council City of Fresno Employees Retirement System l INTRODUCTION Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 ix Retirement Administrative Staff Robert T. Theller, Esq. Retirement Administrator _______________ ____ Not Pictured: _______________________ _________________ Cecilia Lopez Senior Administrative Clerk _____ & Pattie Laygo Chad Jacobs Gilberto Torentela Senior Administrative ClerkRetirement Office Manager Investment Officer Financial Services (From left to right) Karen Espiritu Senior Accountant Auditor Alberto Magallanes Retirement Accounting Manager Kathleen Riley-Brown Assistant Retirement Administrator Cristina Jurado Accountant Auditor II Member Services (From left to right) Tracy Gonzales Retirement Counselor I Yvonne Timberlake Assistant Retirement-Administrator Katie Baroni Retirement Counselor II Joan Taketa Retirement Counselor II Patti Basquez Senior Retirement Counselor Andrea Ketch Retirement Benefits Manager Onh Viengsay (not pictured) Retirement Counselor II City of Fresno Employees Retirement System l INTRODUCTION Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 x Administration of the System Administration The Administrative Section is responsible for the administration of the City of Fresno Employees Retirement System, including the risk management of the investment activities in accordance with the policies, regulations, and general guidelines of the Retirement Board. It is also responsible for interfacing with the investment managers, the investment consultant, the actuary, legal counsel, custodial bank, and any other consultants authorized by the Board. (See pages xiii for professional services and consultants, page xiv for investment portfolio managers, and page 74 for a schedule of brokerage commissions, and investment manager fees by listed asset class.) Member Services This section is responsible for providing all benefit services to the members of the System. This includes benefit calculations, investigation of claims for disability retirement, preparation of data to support applications for retirement, preparation of the retiree payroll, membership counseling, and membership training. Financial Services This section is responsible for planning, organizing and directing all fiscal activities of the Retirement Systems. This includes the preparation and publication of the Annual Financial Reports, monthly or quarterly financial report and information to the Board, and all other financial records and reports including financial statements, control and balancing of payroll and members' contributions and reconciliation of investments. Investment Officer This position is responsible for monitoring compliance with the Board’s Investment Objectives and Policy Statement and assists and coordinates in the management and administration of the System's investment program. This includes the planning and development of investment strategies. Retirement Office Manager This position is responsible for providing administrative and clerical support services for the Board and the retirement staff. City of Fresno Employees Retirement System l INTRODUCTION Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 xi Organizational Structure City of Fresno Employees Retirement System l INTRODUCTION Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 xii Professional Services and Consultants Custodial Bank NORTHERN TRUST Chicago, Illinois General Legal Advisor SALTZMAN and JOHNSON LAW CORPORATION San Francisco, California Legal Advisor NOSSAMAN LLP San Francisco, California Tax Counsel ICE MILLER LLP Indianapolis, Indiana Investment Legal Advisor FOLEY & LARDNER LLP Boston, Massachusetts Investment Consultant NEPC, LLC Boston, Massachusetts Actuary THE SEGAL COMPANY San Francisco, California Medical Advisor BENCHMARK, AN EXAMWORKS COMPANY, INC. Sacramento, California Independent Auditor BROWN ARMSTRONG ACCOUNTANCY CORPORATION Bakersfield, California City of Fresno Employees Retirement System l INTRODUCTION Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 xiii Investment Portfolio Managers DOMESTIC EQUITY Large Cap Northern Trust Asset Management, Denver, CO INTERNATIONAL & EMERGING MARKETS International BlackRock, San Francisco, CA Baillie Gifford & Co., Edinburgh, Scotland Principal Global Investors, Des Moines, IA FIXED INCOME Core Fixed Income Dodge & Cox, San Francisco, CA Prudential Investment Mgmt., Inc., Newark, NJ High Yield Loomis Sayles, Boston, MA REAL ESTATE Private Real Estate Investments Core JP Morgan Asset Mgmt., New York, NY The Carlyle Group, Washington, D.C. REAL ESTATE (Continued) Value Add Oaktree Capital Management, Los Angeles, CA PCCP, LLC, Los Angeles, CA PIMCO BRAVO III, Newport Beach, CA Blue Vista Capital Management, Chicago, IL Artemis Real Estate Partners, Chevy Chase, MD Brookfield Asset Management, New York, NY Alidade Capital, Bloomfield Hills, MI Kayne Anderson, Los Angeles, CA Tristan Capital Partners, London, United Kingdom ALTERNATIVES Private Debt/Credit Arcmont Asset Mgmt, London, United Kingdom Crescent Capital, Los Angeles, CA Monroe Capital, Chicago, IL PIMCO COF II, Newport Beach, CA Sixth Street/TAO, Dallas, TX Infrastructure JP Morgan IIF, New York, NY Ullico UIF, Silver Spring, MD Private Equity Pantheon Ventures, San Francisco, CA Midstream Energy Harvest, Wayne, PA Tortoise, Overland Park, KS City of Fresno Employees Retirement System l INTRODUCTION Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 xiv City of Fresno Employees Retirement System l INTRODUCTION Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 xv To protect and provide system benefits through the highest quality delivery of service for our members and the employer, prudently fulfilling our fiduciary duties of investment and conservation of Trust assets. FINANCIAL 2 Independent Auditor's Report 5 Management's Discussion and Analysis 16 Basic Financial Statements 18 Notes to the Basic Financial Statements 54 Required Supplementary Information 59 Other Supplementary Information Independent Auditor’s Report City of Fresno Employees Retirement System l FINANCIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 2 Independent Auditor’s Report Continued City of Fresno Employees Retirement System l FINANCIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 3 Independent Auditor’s Report Continued City of Fresno Employees Retirement System l FINANCIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 4 Management's Discussion and Analysis We are pleased to provide this overview and analysis of the financial activities of the City of Fresno Employees Retirement System (the System) for the fiscal years ended June 30, 2022 and 2021. We encourage readers to consider the information presented here in conjunction with additional information that we have furnished in the Letter of Transmittal beginning on page i of this report. Financial Highlights The System’s net position restricted for pension benefits is for payment of pension benefits to participants and their beneficiaries and all of the net position is restricted to meet the System’s ongoing obligations. At the close of the fiscal year 2022, the assets of the System exceed its current liabilities by $1,562,187,480; as of fiscal year-end 2021, the assets of the System exceeded its liabilities by $1,731,237,413; as of fiscal year 2020, the assets of the System exceeded its liabilities by $1,360,836,903. The System’s net position restricted for pension benefits decreased by $169,049,933 or 9.76 percent for fiscal year 2022; increased by $370,400,510 or 27.22 percent for fiscal year 2021; and decreased by $18,578,227 or 1.35 percent for fiscal year 2020, primarily as a result of the performance of the investment markets. The System’s funding objective is to meet long-term benefit obligations through contributions and investment income. As of June 30, 2022, the date of the last actuarial valuation, the funded ratio for the System was 114.0 percent reflecting that the System has a valuation value of assets which is in excess of the actuarial accrued liability. In general, this indicates that for every dollar of benefits due, we have approximately $1.14 of assets available for payment as of that date. As of June 30, 2021, the date of the previous annual actuarial valuation, the funded ratio for the System was 116.0 percent; and as of June 30, 2020, the funded ratio for the System was 109.9 percent. Additions to Fiduciary Net Position Additions for the fiscal year 2022 decreased $536,820,627 or 121.53 percent over the prior year from $441,704,930 to -$95,115,697, which includes employee contributions of $15,492,662, employer contributions of $22,016,525, a net investment income loss of $(132,893,282) and net securities lending income of $268,398. Fiscal year 2021 additions increased $394,014,761 or 826.20 percent over the prior year from $47,690,169 to $441,704,930, which included member contributions of $13,749,909, employer contributions of $20,144,322, a net investment income gain of $407,614,716 and net securities lending income of $195,983. For fiscal year 2020 additions decreased $46,841,771 or 49.55 percent over the prior year from $94,531,940 to $47,690,169, which included member contributions of $11,027,519, employer contributions of $16,553,928, a net investment income gain of $19,790,696 and net securities lending income of $318,026. Deductions from Fiduciary Net Position Deductions from fiduciary net position for the fiscal year 2022 increased $2,629,816 or 3.69 percent over the prior fiscal year from $71,304,420 to $73,934,236. Fiscal year 2021 deductions increased $5,036,024 or 7.60 percent over the prior fiscal year 2020 from $66,268,396 to $71,304,420. City of Fresno Employees Retirement System l FINANCIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 5 Fiscal year 2020 deductions increased $2,460,953 or 3.86 percent over the prior fiscal year 2019 from $63,807,443 to $66,268,396. The current year increase in deductions is due primarily to the increases in retirees and the respective retirement benefits paid in 2022 even though there were no Post Retirement Supplemental Benefits (PRSB) paid during calendar year 2022. Schedule and Graph of Additions By Source For Fiscal Years Ended June 30, 2022, 2021 and 2020 (In Thousands) 2020 2021 2022 Employer Contributions $ 16,554 $ 20,144 $ 22,017 Employee Contributions 11,028 13,750 15,493 Investment Income (Loss)20,108 407,811 (132,626) TOTAL $ 47,690 $ 441,705 $ (95,116) Employer Contributions Employee Contributions Investment Income (Loss) 2020 2021 2022 $-160,000 $-120,000 $-80,000 $-40,000 $0 $40,000 $80,000 $120,000 $160,000 $200,000 $240,000 $280,000 $320,000 $360,000 $400,000 $440,000 $480,000 City of Fresno Employees Retirement System l FINANCIAL Management's Discussion and Analysis Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 6 Schedule and Graph of Deductions By Type For Fiscal Years Ended June 30, 2022, 2021 and 2020 (In Thousands) 2020 2021 2022 Benefit Payments $ 63,592 $ 67,497 $ 70,239 PRSB — — — Refunds of Contributions 928 1,749 1,645 Administrative Expenses 1,748 2,058 2,050 TOTAL $ 66,268 $ 71,304 $ 73,934 Administrative Expenses Refunds of Contributions PRSB Benefit Payments 2020 2021 2022 $0 $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 $80,000 City of Fresno Employees Retirement System l FINANCIAL Management's Discussion and Analysis Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 7 Overview of the Financial Statements The following discussion and analysis are intended to serve as an introduction to the System’s financial statements, which are comprised of these components: Statement of Fiduciary Net Position – The Statement of Fiduciary Net Position presents the major categories of assets and liabilities and their related value as of the System’s fiscal years ended June 30, 2022 and 2021. “Net Position Restricted for Pension Benefits” represents funds available to pay benefits and it is a point in time or a snapshot of account balances as of the fiscal year-end. It indicates the assets available for future payments to retirees and any current liabilities. Increases and decreases in Net Position Restricted for Pension Benefits, when analyzed over time, may serve as an indicator of whether the System’s financial position is improving or deteriorating. Other factors, such as market conditions, should also be considered in measuring the System’s overall health. Statement of Changes in Fiduciary Net Position – This Statement of Changes in Fiduciary Net Position provides information about the financial activities during the reporting period that increased and decreased the Net Position Restricted for Pension Benefits. The two statements above include all assets and liabilities, using the full accrual basis of accounting, which is similar to the accounting method used by most private sector companies. All of the current year’s additions and deductions are taken into account regardless of when the cash is received or paid. All investment gains and losses are shown at trade date, not settlement date. In addition, both realized and unrealized gains and losses are shown on investments. Both statements are in compliance with Governmental Accounting Standards Board (GASB) Pronouncements. These pronouncements require certain disclosures and require State and Local governments to report using the full accrual basis of accounting. The System complies with all material requirements of these pronouncements. Notes to the Basic Financial Statements - The Notes to the Basic Financial Statements are an integral part of the basic financial statements and provide additional information that is essential to acquire a full understanding of the information and data provided in the two statements discussed above. The notes include further discussion and details regarding the System’s key policies, programs, investments and activities that occurred during the year. Required Supplementary Information – The Required Supplementary Information presents historical trend information concerning the changes in net pension liability, employer contributions and investment returns, and includes notes that explain factors that significantly affect trends in the amounts reported, such as changes of benefit terms, changes in the size or composition of the population covered by the benefit terms, or the use of different assumptions over time. The information is based on actuarial valuations prepared for the pension plan. The actuarial valuation report includes additional actuarial information that contributes to the understanding of the changes in the net pension liability of the defined benefit pension plan over the past ten years as presented in the schedule. The actuarial information is based upon assumptions made regarding future events at the time the valuations are performed and is derived for both financial reporting and funding purposes. City of Fresno Employees Retirement System l FINANCIAL Management's Discussion and Analysis Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 8 Other Supplementary Information – The Other Supplementary Information, presented immediately following the required supplementary information, includes schedules pertaining to the System’s administrative expenses, investment management fees and other investment related expenses, and payments to consultants and other professional services providers. The System’s funding ratio at June 30, 2022, was 114.0 percent, which means the System’s fund has approximately $1.14 available for each $1.00 of liability. The Statement of Fiduciary Net Position and the Statement of Changes in Fiduciary Net Position report information about the System’s financial activities during the reporting periods that increased and decreased the Net Position Restricted for Pension Benefits. Financial Analysis Net Position As previously noted, net position restricted for pension benefits may serve over time as a useful indication of the System’s financial position. The System's assets exceeded its liabilities at the close of the fiscal year 2022 by $1,562,187,480. All of the net position is restricted to meet the System’s ongoing obligations to plan participants and their beneficiaries. In fiscal year 2022, the System’s restricted fiduciary net position, representing assets available to pay current and future member pension benefits, decreased by 9.76 percent largely due to volatility and fluctuations lowering performance of the global investment markets; while in 2021, the System’s restricted fiduciary net position increased by 27.22 percent due to strong performance of the global investment markets (See Table 1); and also, due largely to volatility and fluctuations lowering performance in the investment markets in 2020, the System’s restricted fiduciary net position decreased by 1.35 percent. In order to determine whether the $1.562 billion in net position will be sufficient to meet future obligations, the System’s independent actuary performed an actuarial valuation as of June 30, 2022. The result of this valuation determines what future contributions by plan members and the City of Fresno are needed to pay all expected future benefits. The valuation takes into account the Retirement Board’s (the Board) funding policy which includes a provision to smooth the impact of market volatility by spreading each year’s gains or losses over five years. There has been extreme volatility in the various economies of the world and throughout the global financial markets over the past twenty to twenty-five years, therefore, it is of utmost importance to examine the System’s investment returns with a long-term view rather than a short-term focus which tends to distort the perception of how well the investments have actually performed. Historical long-term performance rates of returns demonstrate that the System has been able to meet or exceed its actuarial assumed rate of return of 7.00 percent over long periods. As of June 30, 2022, the System’s 25- year annualized return is 7.35 percent and its 20-year annualized return is 7.63 percent. Despite volatility in the stock market, management and the System’s actuary concur that the System remains in a very strong financial position to meet its obligations to the plan participants and beneficiaries. The System’s current financial position is a result of a very sound and carefully managed investment and risk management program. City of Fresno Employees Retirement System l FINANCIAL Management's Discussion and Analysis Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 9 Table 1 – Employees Retirement System Fiduciary Net Position Restricted For Pension Benefits As of June 30, 2022, 2021 And 2020 FY 2022 FY 2022 FY 2022 FY 2021 Increase/ (Decrease) Amount Increase/ (Decrease) Percent Current and Other Assets $ 77,603,540 $ 134,361,039 $ (56,757,499) (42.24%) Investments at Fair Value 1,569,195,263 1,712,954,301 (143,759,038) (8.39%) Total Assets $ 1,646,798,803 $ 1,847,315,340 $ (200,516,537) (10.85%) Total Liabilities 84,611,323 116,077,927 (31,466,604) (27.11%) Net Position Restricted for Pension Benefits $ 1,562,187,480 $ 1,731,237,413 $ (169,049,933) (9.76%) FY 2021 FY 2021 FY 2021 FY 2020 Increase/ (Decrease) Amount Increase/ (Decrease) Percent Current and Other Assets $ 134,361,039 $ 61,314,319 $ 73,046,720 119.13% Investments at Fair Value 1,712,954,301 1,359,346,092 353,608,209 26.01% Total Assets $ 1,847,315,340 $ 1,420,660,411 $ 426,654,929 30.03% Total Liabilities 116,077,927 59,823,508 56,254,419 94.03% Net Position Restricted for Pension Benefits $ 1,731,237,413 $ 1,360,836,903 $ 370,400,510 27.22% Total Assets Total Liabilities FY 2022 FY 2021 FY 2020 $0 $500,000,000 $1,000,000,000 $1,500,000,000 $2,000,000,000 City of Fresno Employees Retirement System l FINANCIAL Management's Discussion and Analysis Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 10 Capital Assets The System’s investment in capital assets decreased from $553,904 to $482,246 (net of accumulated depreciation) between fiscal years 2021 and 2022 after decreasing from $689,560 to $553,904 (net of accumulated depreciation) between fiscal years 2020 and 2021. This investment in capital assets includes office equipment, furniture, software, and technology infrastructure. The total decrease in the System's investment in capital and intangible capital assets as of June 30, 2022 and 2021 was attributed to the disposal of capital assets no longer of service and the annual depreciation expense which netted to $(71,658) and $(135,656), respectively. These changes in both fiscal years were primarily due to the costs and associated depreciation incurred for the development of software to program and install an upgrade to our original pension administration system that was originally installed in 1997, which was implemented effective July 1, 2015. For additional, more detailed, information related to the System's capital assets, please refer to Note 12 - Capital Assets on page 51. Reserves Reserves are not required, nor recognized, under accounting principles generally accepted in the United States of America (GAAP). The reserves are not shown separately on the Statement of Fiduciary Net Position, but they equate to and are accounts within the net position restricted for pension benefits and are vital to the System’s operations. They are established from contributions and the accumulation of investment income, after satisfying investment and administrative expenses. Investments of the System are stated at fair value instead of at cost, which includes the recognition of unrealized gains and losses in the current period. The System’s major reserve accounts, described in Note 5 – Net Position Restricted for Pension Benefits, include Active Member (Employee) Reserves, Employer Advance/Retired Reserves, DROP Reserves, PRSB Reserves and City Surplus Reserves. Deferred Retirement Option Program (DROP) Reserve represents funds reserved for Deferred Retirement Option Program benefits accumulated by active members and retirees. DROP is an alternate method of receiving retirement benefits. It is a voluntary program as described by the conditions and requirements of the City of Fresno Municipal Code Section 3-566. A DROP account is a nominal, bookkeeping account established within the System for each DROP participant. Monthly amounts credited to DROP accounts include an amount which represents the service retirement allowance which the member would have received if the member had retired on the date the member commenced DROP participation and interest credited at the five year average interest rate as adopted by the Retirement Board (the Board) in accordance with the City of Fresno Municipal Code requirements. Post Retirement Supplemental Benefit (PRSB) Reserve represents surplus earnings that have been allocated but not distributed to eligible participants in accordance with the City of Fresno Municipal Code Section 3-567. PRSB is a supplemental benefit distributed to eligible participants in accordance with the City of Fresno Municipal Code Section 3-567, if and only if distributable actuarial surplus is available to provide such a benefit. Actuarial surplus means the amount by which the actuarial value of the System’s assets exceeds one hundred and ten percent (110%) of the System’s actuarial accrued liabilities. The PRSB Reserve Account was exhausted at the end of December 2013. City of Fresno Employees Retirement System l FINANCIAL Management's Discussion and Analysis Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 11 City Surplus Reserve represents that portion of distributable actuarial surplus that has been allocated but not used as a reduction to offset or eliminate the City of Fresno’s (the City) pension contributions in accordance with the conditions and requirements of Municipal Code Section 3-567 Post Retirement Supplemental Benefits. The City Surplus Reserve Account accrues interest at the average gross rate of return earned by the System’s entire investment portfolio for each of the three prior fiscal years, including realized and unrealized gains and losses and as reduced by all investment related expenses. Table 2 shows that the vast majority of reserves are generated from Employer Advance/Retired reserves. DROP reserves represent funds credited for participants who elected to participate in the Deferred Retirement Option Program. PRSB Reserve presents that portion of distributable actuarial surplus that has been allocated for PRSB but not yet distributed to eligible participants. Additions to and deductions from PRSB occur when surpluses and allocations occur, respectively. The City Surplus reserve represents that portion of distributable actuarial surpluses and accrued interest, reduced by required City normal pension contributions. The City Surplus Reserve Account shall be drawn upon in subsequent years if needed to reduce or eliminate the City’s annual pension contribution requirement. The City Surplus Reserve Account shows a positive balance for the fiscal year 2022 and 2021, while fiscal year 2020 showed a slightly negative balance. The City’s normal contribution rate for fiscal years 2022 and 2021 also included adjustments for economic and non- economic actuarial assumption changes. Table 2 – Employees Retirement System’s Reserves As of June 30, 2022, 2021 and 2020 (In Thousands) FY 2022 FY 2021 FY 2020 Employer Advance/Retired Reserves $ 1,269,348 $ 1,456,484 $ 1,100,905 Active Member (Employee) Reserves 131,234 122,574 115,238 DROP Reserves 161,451 152,107 144,777 PRSB Reserves — — — City Surplus Reserves 154 72 (83) Net Position Restricted for Pension Benefits $ 1,562,187 $ 1,731,237 $ 1,360,837 FY 2022 FY 2021 FY 2020 Employer Adv/ Ret Active Member (Employee) DROP PRSB City Surplus $0 $250,000 $500,000 $750,000 $1,000,000 $1,250,000 $1,500,000 City of Fresno Employees Retirement System l FINANCIAL Management's Discussion and Analysis Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 12 System’s Activities Attributable in part to the continued volatility in global economic and financial markets, the System’s net position decreased $169,049,933 for the fiscal year 2022 resulting in a 9.76 percent decrease in the fiduciary net position restricted for pension benefits for the fiscal year ended June 30, 2022. The System’s fiduciary net position increased $370,400,510 for the fiscal year 2021 resulting in a 27.22 percent increase in the fiduciary net position restricted for pension benefits for the fiscal year ended June 30, 2021, primarily attributable to the growth in the global financial markets. In fiscal year 2020, the System’s fiduciary net position decreased $18,578,227 resulting in a 1.35 percent decrease in the fiduciary net position restricted for pension benefits for the fiscal year ended June 30, 2020. Key elements of the additions to and deductions from Fiduciary Net Position for fiscal years 2022, 2021 and 2020 are described in the sections below. Additions to the System’s Fiduciary Net Position The reserves needed to finance retirement benefits are normally accumulated through the collection of employer and employee contributions and through earnings on investment income net of investment expense. Total additions to the System's fiduciary net position for the fiscal year ended June 30, 2022 totaled $(95,115,697). For the fiscal year ended June 30, 2022, overall additions had decreased by $536,820,627 or 121.53 percent primarily due to lower than anticipated performance in the global investment markets. For fiscal year 2021, overall additions had increased by $394,014,761 or 826.20 percent from the prior year; and for fiscal year ended June 30, 2020, primarily due to the performance of the investment markets and changes in actuarial assumptions, overall additions had decreased by $46,841,771 or 49.55 percent from the prior fiscal year. The investment section of this report reviews the details of the results of investment activity for the fiscal year ended June 30, 2022. Deductions from the System’s Fiduciary Net Position The System was created to provide lifetime retirement annuities, survivor benefits and permanent disability benefits to qualified members and their beneficiaries. The cost of such programs includes recurring benefit payments, as designated by the System, refunds of contributions to terminated employees, and the cost of administering the System. Deductions from the fiduciary net position for the fiscal year ended June 30, 2022, totaled $73,934,236 which was an increase of $2,629,816 or 3.69 percent over the prior fiscal year 2021. Deductions from the fiduciary net position for the fiscal year ended June 30, 2021, totaled $71,304,420 which was an increase of $5,036,024 or 7.60 percent over the prior fiscal year 2020. The fiscal year ending June 30, 2020 had deductions from the fiduciary net position totaling $66,268,396, which was an increase of $2,460,953 or 3.86 percent over the prior fiscal year 2019. The increase in benefits paid resulted primarily from an increase in the amount of benefit payments due to the number of retirees from the prior year. The System’s increases in total deductions have closely paralleled inflation and are reflective of the membership and services provided. The System has consistently met its Administrative Budget. There are no material variances between planned expenses and actual expenses. City of Fresno Employees Retirement System l FINANCIAL Management's Discussion and Analysis Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 13 Changes in Fiduciary Net Position (Condensed) For Fiscal Years Ended June 30, 2022, 2021 and 2020 FY 2022 FY 2022 Increase/ (Decrease) Increase/ (Decrease) FY 2022 FY 2021 Amount Percent Additions Employer Contributions $ 22,016,525 $ 20,144,322 $ 1,872,203 9.29% Employee Contributions 15,492,662 13,749,909 1,742,753 12.67% Net Investment Income (Loss)* (132,624,884) 407,810,699 (540,435,583) (132.52%) Total Additions $ (95,115,697) $ 441,704,930 $ (536,820,627) (121.53%) Deductions Retiree Benefit Payments $ 70,239,143 $ 67,497,485 $ 2,741,658 4.06% Post Retirement Supplemental Benefit (PRSB) — — — —% Refunds of Contributions 1,645,235 1,748,572 (103,337) (5.91%) Administrative Expenses 2,049,858 2,058,363 (8,505) (0.41%) Total Deductions $ 73,934,236 $ 71,304,420 $ 2,629,816 3.69% Changes in Net Position (169,049,933) 370,400,510 (539,450,443) 145.64% Net Position Restricted for Pension Benefits Beginning of the Year 1,731,237,413 1,360,836,903 370,400,510 27.22% End of the Year $ 1,562,187,480 $ 1,731,237,413 $ (169,049,933) (9.76%) * Net of investment expense of $17,098,477 and $13,708,409 for June 30, 2022 and 2021, respectively. FY 2021 FY 2021 Increase/ (Decrease) Increase/ (Decrease) FY 2021 FY 2020 Amount Percent Additions Employer Contributions $ 20,144,322 $ 16,553,928 $ 3,590,394 21.69% Employee Contributions 13,749,909 11,027,519 2,722,390 24.69% Net Investment Income * 407,810,699 20,108,722 387,701,977 1,928.03% Total Additions $ 441,704,930 $ 47,690,169 $ 394,014,761 826.20% Deductions Retiree Benefit Payments $ 67,497,485 $ 63,591,967 $ 3,905,518 6.14% Post Retirement Supplemental Benefit (PRSB) — — — —% Refunds of Contributions 1,748,572 927,501 821,071 88.53% Administrative Expenses 2,058,363 1,748,928 309,435 17.69% Total Deductions $ 71,304,420 $ 66,268,396 $ 5,036,024 7.60% Changes in Net Position 370,400,510 -18,578,227 388,978,737 (2,093.73%) Net Position Restricted for Pension Benefits Beginning of the Year 1,360,836,903 1,379,415,130 -18,578,227 (1.35%) End of the Year $ 1,731,237,413 $ 1,360,836,903 $ 370,400,510 27.22% * Net of investment expense of $13,708,409 and $13,067,452 for June 30, 2021 and 2020, respectively. City of Fresno Employees Retirement System l FINANCIAL Management's Discussion and Analysis Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 14 System’s Fiduciary Responsibilities The System’s Board and management staff are fiduciaries of the pension trust fund. Under the California Constitution, the assets must be used exclusively for the benefit of plan participants and their beneficiaries. Requests for Information This financial report is designed to provide the Retirement Board, our membership, taxpayers, investment managers, and creditors with a general overview of the City of Fresno Employees Retirement System’s finances, and to show accountability for the funds it receives. Questions concerning any of the information provided in this report, or requests for additional financial information should be addressed to: City of Fresno Employees Retirement System 2828 Fresno Street Suite 201 Fresno, California 93721-1327 Respectfully submitted, Signature Robert T. Theller, Esq. Retirement Administrator November 29, 2022 City of Fresno Employees Retirement System l FINANCIAL Management's Discussion and Analysis Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 15 Basic Financial Statements Statement of Fiduciary Net Position As of June 30, 2022 and 2021 2022 2021 ASSETS Cash (Note 7)$ 872,668 $ 2,302,291 Collateral Held for Securities Lent (Note 9) 59,376,847 79,711,386 Receivables Receivables for Investments Sold 13,125,563 31,370,552 Interest and Dividends 2,531,972 2,385,274 Other Receivables 1,057,766 17,915,393 Total Receivables 16,715,301 51,671,219 Prepaid Expenses — — Total Current Assets 76,964,816 133,684,896 Investments at Fair Value and NAV (Notes 6 and 7) Domestic Equity 477,241,474 626,488,266 International Developed Market Equities 200,487,360 266,659,195 Government Bonds 92,722,551 67,780,279 Corporate Bonds 168,024,050 172,790,456 Alternatives 383,779,806 276,539,149 Real Estate 241,009,925 211,014,873 International Emerging Market Equities — 65,448,667 Short-Term Investments 5,930,097 26,233,416 Total Investments 1,569,195,263 1,712,954,301 Capital Assets Net of Accumulated Depreciation (Note 12) 482,246 553,904 Other Assets 156,478 122,239 Total Assets 1,646,798,803 1,847,315,340 LIABILITIES Collateral Held for Securities Lent (Note 9) 59,376,847 79,711,386 Payable for Investments Purchased 22,517,848 16,933,186 Other Liabilities 1,658,176 1,558,066 Payable for Foreign Currency Purchased 1,058,452 17,875,289 Total Liabilities 84,611,323 116,077,927 Net Position Restricted for Pension Benefits (Note 5)$ 1,562,187,480 $ 1,731,237,413 The accompanying notes to the basic financial statements on pages 18 - 53 are an integral part of this statement. City of Fresno Employees Retirement System l FINANCIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 16 Statement of Changes in Fiduciary Net Position For Fiscal Years Ended June 30, 2022 and 2021 2022 2021 ADDITIONS Contributions (Note 3) Employer $ 22,016,525 $ 20,144,322 Employee 15,492,662 13,749,909 Total Contributions 37,509,187 33,894,231 Investment Income (Loss) Net Appreciation/(Depreciation) in Fair Value of Investments (138,316,184) 399,865,514 Interest 8,329,468 8,481,807 Dividends 14,003,169 12,838,117 Other Investment Related 57,083 88,740 Total Investment Income (Loss) (115,926,464) 421,274,178 Less: Investment Expense (16,966,818) (13,659,462) Total Net Investment Income (Loss) (132,893,282) 407,614,716 Securities Lending Income Securities Lending Earnings (Note 9) 400,057 244,930 Less: Securities Lending Expense (131,659) (48,947) Total Net Securities Lending Income 268,398 195,983 Total Additions (95,115,697) 441,704,930 DEDUCTIONS Benefit Payments 70,239,143 67,497,485 Post Retirement Supplemental Benefits (Note 11) — — Refunds of Contributions 1,645,235 1,748,572 Administrative Expense 2,049,858 2,058,363 Total Deductions 73,934,236 71,304,420 Changes in Net Position (169,049,933) 370,400,510 NET POSITION RESTRICTED FOR PENSION BENEFITS BEGINNING OF YEAR 1,731,237,413 1,360,836,903 END OF THE YEAR $ 1,562,187,480 $ 1,731,237,413 The accompanying notes to the basic financial statements on pages 18 - 53 are an integral part of this statement. City of Fresno Employees Retirement System l FINANCIAL Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 17 Notes to the Basic Financial Statements 1 Significant Provisions of the Retirement System The City of Fresno Employees Retirement System (the System) was established on June 1, 1939, under Charter Section 910 and is governed by Article 5 of Chapter 3 of the City of Fresno Municipal Code. The System is a single-employer, contributory, defined benefit plan. The System provides lifetime retirement, disability, and death benefits to the non-safety members employed by the City of Fresno (the City), including substantially all full-time employees, other than sworn officers of the Fire and Police Departments. The System is administered by the Employees Retirement Board (Board) which operates under the authority vested in Article 5 of Chapter 3 of the City of Fresno Municipal Code and the California Pension Protection Act of 1992 which provides that “the members of the Retirement Board of a public retirement system shall discharge their duties…solely in the interest of, and for the exclusive purpose of providing benefits to participants and their beneficiaries, minimizing employer contribution thereto, and defraying reasonable expenses of administering the System.” The Employees Retirement Board does not operate under the control of the City Council. The Board has the sole and exclusive responsibility to administer the System in a manner that will assure prompt delivery of benefits and related services to the members and their beneficiaries. Fiduciary oversight of the Employees Retirement System is vested with the Board, which consists of five (5) members: two (2) management employees who are appointed by the Mayor and confirmed by the City Council, one (1) employee who is elected by the manual workers of the System, and one (1) employee who is elected by the clerical or supervisory workers of the System; both elected members serve a four year term. The fifth and final member of the Board is a qualified elector of the County of Fresno, not connected with its government, elected by the previously designated four members and serves at the pleasure of the Board. The Board, in conjunction with the Fire and Police Retirement Board, appoints, directs and oversees a Retirement Administrator. The Retirement Administrator is responsible for the overall management and administration of the Employees and Fire and Police Retirement Systems in accordance with the direction, policy and goals set by the Boards and for providing highly responsible and complex administrative support to the Boards. The Retirement Administrator serves at the pleasure of the Boards. Working closely with the Boards, the Retirement Administrator and his staff develop investment and benefits policies, coordinate member services and programs, and develop long-term strategies that fulfill the Systems’ mission and goals. The Board oversees the Retirement Administrator and staff in the performance of their duties in accordance with the City of Fresno Municipal Code and the Board’s Rules, Regulations and Policies. City of Fresno Employees Retirement System l FINANCIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 18 Membership and Benefit Eligibility All permanent full-time employees of the City of Fresno, except sworn Fire and Police personnel, are eligible to participate in the plan. Employees become eligible for membership on their first day of regular employment, and members become fully vested after earning 5 years of service credit. Total participants of the System were comprised as follows at June 30, 2022 and 2021: 2022 2021 Active Members Vested 1,384 1,319 Non-Vested 1,051 994 Total Active Members 2,435 2,313 Retirees and Beneficiaries of Deceased Retirees, Currently Receiving Benefits 2,167 2,129 Inactive Vested Members 202 248 Total Retirees, Beneficiaries, and Inactive Members 2,369 2,377 Grand Total 4,804 4,690 Benefit Provisions The System provides retirement allowances and other benefits such as disability and death benefits to the non- safety members employed by the City of Fresno. The retirement (pension) benefits the member will receive are based upon a combination of age at retirement, years of credited service, final average monthly salary, and the distribution option selected by the participant. Members' contributions, including interest, are 100 percent vested at all times. Employer contributions do not become vested until completion of 5 years of credited service when the member becomes 100 percent vested, but are not payable until the member attains the age of 55. Effective January 28, 2008, members may retire between age 50-55 with an actuarially equivalent service retirement benefit. Member Retirement Benefits Members are eligible for service retirement benefits upon completion of at least five years of service, upon termination of service, if they have left contributions and interest with the System and are at least age 55. Or, Members may retire upon written application to the Retirement Board provided that the Member is credited with five years of continuous service and has attained age fifty and consents in writing to the early retirement benefit reduction. Members may also be eligible for service retirement benefit if they have less than five years of service with the City of Fresno, but have established reciprocity with a prior employer and are eligible to retire from that agency. The service retirement benefit is calculated pursuant to the provisions of Section 3-541 of the City of Fresno Municipal Code. The monthly allowance for a member is equal to 2 percent of final compensation times each of the first 25 years of accrued retirement service credit plus 1 percent of final compensation times any years of accrued retirement service credit in excess of 25 years, multiplied by the age factor at retirement age. Final average compensation consists of the highest average consecutive 36 months of compensation earnable calculated using the rate of pay in effect at the time of retirement. The member may elect an unmodified retirement allowance, or choose an optional retirement allowance. The unmodified retirement allowance provides the highest monthly benefit and a 50% continuance to an eligible surviving spouse or domestic partner. An eligible surviving spouse is one married to the member one year City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 19 prior to the effective retirement date for members retiring on or before the effective date (February 10, 2000) of Ordinance No. 2000-5. For members retiring after the effective date of Ordinance 2000-5, an eligible surviving spouse or domestic partner is one married to or registered with the member on or before the date of retirement. There are four optional retirement allowances the member may choose. Each of the optional retirement allowances requires a reduction in the unmodified retirement allowance in order to allow the member the ability to provide certain benefits to a surviving spouse, domestic partner, or named beneficiary having an insurable interest in the life of the member. Deferred Retirement Option Program (DROP) DROP is an optional voluntary program that allows a member to have his or her retirement benefits deposited in a special account within the System while the member continues to work in his or her current position. It is a voluntary method of receiving a distribution of retirement benefits; it is not an additional retirement benefit. DROP may not be beneficial to all members. Each member must determine how the DROP option will affect the member’s retirement benefits prior to making an election to enter the DROP. The member’s retirement benefits are determined as of the date of entry into the DROP option and accumulate in the member’s DROP account while the member continues to work. Members entering DROP, after January 27, 2011 in accordance with ordinances that amended sections of the City of Fresno Municipal Code, continue making employee contributions. Eligibility: Any member who is eligible for a service retirement and is age 55 (or age 50 for an early retirement reduced benefit) with a minimum of 5 years of service. Participation Period: The maximum participation period is ten years. Because the participation period cannot be extended, the member must retire at its conclusion; however, the member may end participation in DROP and terminate employment with the City and begin retirement at any time prior to the end of the ten-year period. DROP Account: A DROP account is set up for each participant; the monthly amount credited to DROP accounts include an amount which represents the service retirement allowance which the member would have received if the member had retired on the date the member commenced DROP participation. Interest is also credited to the DROP account monthly at a rate which is set annually by the Retirement Board. The rate is based on the prior five-year moving average of net market returns of the System's investments in accordance with the City of Fresno Municipal Code requirements. The Board is authorized to reduce the annual interest crediting rate up to 3 percent, if necessary, to maintain DROP’s cost neutrality. A DROP account is a nominal, bookkeeping account established within the System for each DROP participant. Upon termination of DROP participation and retirement from the City, a member receives the amounts credited to their DROP account, including interest. In addition, the member will also begin receiving his or her monthly retirement allowance in the amount being credited to their DROP account. The member may select a method of withdrawing the money from their DROP account from the options provided. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 20 DROP Reserves which represent funds reserved for DROP benefits accumulated by active members and retirees were $161,451,014 and $152,107,180 as of June 30, 2022 and 2021, respectively. Terminated Member Benefits If a member terminates before earning five years of credited service, the member forfeits the right to receive his or her service retirement benefit and is entitled to withdraw refundable contributions made, together with accumulated interest. If the member enters a reciprocal retirement system within 180 days (6 months) of terminating employment with the City of Fresno and elects to leave their accumulated contributions on deposit with the System, then the member will receive a deferred retirement allowance when eligible. Death and Disability Benefits Death benefits are based upon whether the death occurred before or after retirement. Disability benefits are based upon whether the member has at least ten years of credited service, over or under age 55 and whether the permanent incapacity is found to be service or non service-connected. Cost-of-Living Benefits Cost-of-living adjustment (COLA) increases for retirees under the Employees Retirement System are provided for in the Municipal Code, and are determined by annual changes in the Consumer Price Index (CPI) for each of the two immediately preceding calendar years. Retirement staff research the percentage change in CPI (United States city average for urban wage earners and clerical workers – all items) and propose that percent to the Retirement Board as the COLA to be adopted for the following fiscal year. This procedure is completed by the end of April each year for implementation in July. The COLA is limited to a five percent (5.00%) maximum change per year and any excess over 5.00 percent is banked for the retiree for use in a year where the percent of CPI change is negative. The Board adopted the annual COLA, pursuant to Section 3- 553(b) of 1.5 percent, effective July 1, 2021 for fiscal year 2022, and 2.3 percent, effective July 1, 2020 for fiscal year 2021. 2 Summary of Significant Accounting Policies Reporting Entity The Retirement System, with its own governing board, is an independent governmental entity separate and distinct from the City of Fresno. The System’s annual financial statements are included in the City of Fresno Annual Financial Report as a pension trust fund. Basis of Accounting The System’s financial statements are prepared using the accrual basis of accounting and in accordance with accounting principles generally accepted in the United States of America (GAAP), under which revenues are recognized when earned and deductions are recorded when the liability is incurred. Employer and employee contributions are recognized as revenue when due. Contributions are recorded in the period the related salaries are earned and become measurable. Investment income is recognized when it is earned. The net appreciation in fair value of investments held by the System is recorded as an increase to investment income based on the valuation of investments at fiscal year-end, which includes both realized and unrealized gains and losses on investments. Retirement benefits and refunds are recognized when due and payable under the terms of the plan as defined in Sections 3-534 and 3-538 of the City of Fresno Municipal Code. Other expenses are recognized when the corresponding liabilities are incurred. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 21 Securities lending transactions are accounted for in accordance with Governmental Accounting Standards Board (GASB) Statement No. 28, Accounting and Financial Reporting for Securities Lending Transactions, which establishes reporting standards for securities lending transactions. In accordance with GASB Statement No. 28, cash received as collateral on securities lending transactions and investments made with that cash are reported as assets and liabilities, and the results from these transactions are reported in the Statement of Fiduciary Net Position. In addition, the costs of securities lending transactions are reported as an expense in the Statement of Changes in Fiduciary Net Position. Investments The System is authorized by the City of Fresno Municipal Code and the policies of the Retirement Board to invest in any form or type of investment deemed prudent by the Board and does so through its Investment Objectives and Policy Statement which establishes and outlines the responsibilities of the various parties that are associated with managing assets of the Retirement System, consistent with applicable sections of the Municipal Code, Federal laws and Article XVI, Section 17(c) of the Constitution of the State of California which provides that “the member of the Retirement Board of a public pension or retirement system shall discharge their duties…with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with these matters would use in the conduct of an enterprise of a like character and with like aim.” System investments are reported at fair value. Fair value is the amount that the System can reasonably expect to receive for an investment in a current sale between a willing buyer and seller, that is, other than in a forced or liquidation sale. Fair value for investments of publicly traded securities is stated at fair value based upon closing sales prices reported on recognized securities exchanges on the last business day of the period or for listed securities having no sales reported and for unlisted securities, based upon last reported bid prices. All purchases and sales of securities are accounted for on a trade date basis and dividends declared but not received are accrued on the ex-dividend date. Short-term investments are reported at cost, which approximates fair value. Securities traded on a national or international exchange are valued at the last reported sales price at current exchange rates. Investments in both bonds and mortgage-backed pass-through certificates are carried at fair value. Cost values, as shown, are derived from Master Custodial Transaction Records. The fair value of real estate investments is based on independent appraisals. Investments that do not have an established market are reported at estimated fair values. The asset allocation policy set by the Board, in conjunction with the Fire and Police Retirement Board, is outlined in the Boards’ Investment Objectives and Policy Statement. Plan assets are managed with a long-term objective of achieving and maintaining a fully funded status for the benefits provided by the System. The table on the following page provides the Boards’ adopted asset allocation policy as of June 30, 2022 and 2021. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 22 Asset Allocation Policy As of June 30, 2022 and 2021 Asset Class FY 2022 FY 2021 Domestic Equity Large Cap 25.0% 15.8% Small Cap 0.0%7.2% International Equity Developed Markets 23.0% 19.0% Emerging Markets 0.0%6.0% Fixed Income Core Fixed Income 13.0% 10.0% High Yield Bonds 3.0%5.0% Real Estate Core Real Estate 10.0% 11.0% Value Add Real Estate/REITs 4.0%4.0% Alternatives Infrastructure 5.0%4.0% Midstream Energy (MLP's)4.0%5.0% Private Equity 3.0%5.0% Private Debt 10.0% 8.0% Short-Term Investments 0.0%0.0% 100% 100% Estimates The preparation of financial statements in accordance with generally accepted accounting principles (GAAP) requires the System administrator to make estimates and assumptions that affect certain amounts and disclosures. Accordingly, actual results may differ from those estimates. Reclassifications Certain amounts presented in the prior year's data has been reclassified to be consistent with the current year's presentation. Such reclassifications had no effect on previously reported fiduciary net position. Implementation of New Accounting Pronouncements For the year ended June 30, 2022, the Board adopted and the System implemented all applicable new GASB pronouncements. The most recent pronouncements, effective for fiscal year ended June 30, 2022, are provided below. GASB Statement No. 87 - Leases, was issued in June 2017. This Statement increases the usefulness of governments’ financial statements by requiring recognition of certain lease assets and liabilities for leases that previously were classified as operating leases and recognized as inflows of resources or outflows of resources based on the payment provisions of the contract. It establishes a single model for lease accounting based on the foundational principle that leases are financings of the right to use an underlying asset. The system has determined that this standard is not currently applicable, as it has no current applicable lease contracts, thus having no material impact on the System's financial statements. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 23 GASB Statement No. 89 - Accounting for Interest Cost Incurred Before the End of a Construction Period, was issued in June 2018. This Statement requires that interest cost incurred before the end of a construction period be recognized as an expense in the period in which the cost is incurred for financial statements prepared using the economic resources measurement focus. The System has determined that this standard is not applicable, and thus has no material impact on the System's financial statements. GASB Statement No. 92 - Omnibus 2020, was issued in January 2020. The objectives of this Statement are to enhance comparability in accounting and financial reporting and to improve the consistency of authoritative literature by addressing issues that have been identified during implementation and application of certain GASB Statements. This Statement addresses a variety of topics and specific provisions of previous statements. The System has determined that this standard is not applicable, and thus has no material impact on the System's financial statements. GASB Statement No. 93 - Replacement of Interbank Offered Rates, was issued in March 2020. The objective of this Statement is to address the accounting and financial reporting implications that result from the replacement of Interbank Offered Rates (IBOR). As a result of global reference rate reform, London Interbank Offered Rate (LIBOR) is expected to cease to exist in its current form at the end of 2021, prompting governments to amend or replace financial instruments for the purpose of replacing LIBOR with other reference rates, by either changing the reference rate or adding or changing fallback provisions related to the reference rate. The System has determined that this standard is not applicable, and thus has no material impact on the System's financial statements. GASB Statement No. 97 - Certain Component Unit Criteria, and Accounting and Financial Reporting for Internal Revenue Code Section 457 Deferred Compensation Plans—an amendment of GASB Statements No. 14 and No. 84, and a supersession of GASB Statement No. 32, was issued in June 2020. This Statement requires that for purposes of determining whether a primary government is financially accountable for a potential component unit, except for a potential component unit that is a defined contribution pension plan, a defined contribution OPEB plan, or an other employee benefit plan (for example, certain Section 457 plans), the absence of a governing board should be treated the same as the appointment of a voting majority of a governing board if the primary government performs the duties that a governing board typically would perform. 3 Contributions Authority to Collect The responsibility for both City and employee contributions to the System is mandated by the City of Fresno Municipal Code Sections 3-523 and 3-529. Contributions are made by the members and the employer at rates recommended by the System's independent actuary and adopted by the Board. Employee contribution rates vary according to age and are designed to provide funding for approximately one third of retirement benefit basic normal costs and one-half of the cost-of-living component. All active members are required to make contributions to the System. The average member contribution rate as of June 30, 2022 for 2021-2022 (based on the June 30, 2020 valuation) was 9.49 percent of compensation. The average member contribution rate as of June 30, 2021 for 2020-2021 (based on the June 30, 2019 valuation) was 9.04 percent of compensation. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 24 The employer contribution rate is designed to provide funding for the remaining regular retirement and cost-of- living benefits, as well as all regular disability and survivors' benefits. The average employer contribution rate as of June 30, 2022 for 2021-2022 (based on the June 30, 2020 valuation) was 13.35 percent of compensation. The average employer contribution rate as of June 30, 2021 for 2020-2021 (based on the June 30, 2019 valuation) was 13.03 percent of compensation. One of the funding objectives of the System is to establish contribution rates which, over time, will remain level as a percentage of payroll unless the System benefit provisions are changed. Funding Status & Method Actuarial Funding Policy and Actuarial Cost Methodology for Funding Purposes. The Board adopted a Comprehensive Actuarial Funding Policy on November 7, 2012. For the Employees Retirement System, that policy included a change in actuarial cost methodology from the Projected Unit Credit (PUC) method used for funding purposes to the Entry Age Normal (EAN) method as the EAN method is used by a substantial majority of the retirement systems in California and nationwide. More importantly, the Board made this change in actuarial cost methodology due to the adoption of GASB Statements No. 67 and No. 68 which substantially revised the financial reporting requirements for governmental pension plans and their sponsors. Goals of the Actuarial Funding Policy: • To achieve long-term full funding of the cost of benefits provided by the System; • To seek reasonable and equitable allocation of the cost of benefits over time; and • To minimize any volatility of the City’s contribution to the extent reasonably possible, consistent with other policy goals. Funding Requirements and Policy Components The System’s annual funding requirement is comprised of a payment of the Normal Cost and a payment on the Unfunded Actuarial Accrued Liability (UAAL) if applicable. The Normal Cost and the amount of the payment on UAAL are determined by three components of the Board’s funding policy: 1) Actuarial Cost Method – the techniques used to allocate the cost/liability of retirement benefits to a given period; 2) Asset Smoothing Method – the techniques that spread the recognition of investment gains or losses over a period of time for the purposes of determining the Actuarial Value of Assets used in the actuarial valuation process; and 3) Amortization Policy – the decisions on how, in terms of duration and pattern, to fund the difference between the Actuarial Accrued Liability and the Actuarial Value of Assets in a systematic manner. Using the Asset Smoothing Method, the investment gains or losses of each valuation period, as a result of comparing the actual market return to the expected market return, are recognized in level amounts over five (5) years in calculating the Actuarial Value of Assets. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 25 As of June 30, 2022, the System does not have an Unfunded Actuarial Accrued Liability (UAAL). The Board’s Amortization Policy sets forth the amortization procedures for funding any UAAL or amortization and allocation of any available surplus in the System. Any new UAAL as a result of actuarial gains or losses identified in the annual valuation as of June 30 will be amortized over a period of fifteen (15) years. Any new UAAL as a result of any change in actuarial assumptions or methods will be amortized over a period of twenty-five (25) years. The amortization period for any increase in UAAL as a result of any amendments to the System will be amortized over a period of fifteen (15) years, while any increase in UAAL resulting from a temporary retirement incentive will be funded over a period not to exceed five (5) years. UAAL shall be amortized over “closed” (separate) amortization periods so that the amortization period for each layer decreases by one year with each actuarial valuation. UAAL is amortized as a level percentage of payroll so that the amortization amount in each year during the amortization period shall be expected to be a level percentage of covered payroll, taking into consideration the current assumption for general payroll increase. If an overfunding status exists (i.e., the Valuation Value of Assets exceeds the Unfunded Actuarial Accrued Liability (UAAL), the System is considered to have a surplus in the System as of a point in time), such actuarial surplus and any subsequent surpluses will be amortized over an “open” amortization period of twenty-five (25) years. This amortization period of twenty-five years shall be applicable to the provisions in Fresno Municipal Code Sections relating to the amortization period used in the calculation of the Post Retirement Supplemental Benefit (PRSB). Any prior Unfunded Actuarial Accrued Liability (UAAL) amortization layers will be considered fully amortized, and any subsequent UAAL will be amortized over fifteen (15) years as the first of a new series of amortization layers. The System uses a five year smoothing of market gains and losses to derive the actuarial value of assets. As of the fiscal year ended June 30, 2022, the actuarial value of assets was $1.450 billion with a funded percentage of 114.0 percent on a valuation value of assets. The progress being made towards meeting the System’s funding objective through June 30, 2022 is illustrated in the Schedule of Funding Progress shown below and in the Actuarial Section on page 85. Schedule of Funding Progress For The Three Years Ending June 30, 2022 (Dollars in Millions) (1)(2)(3)(4)(5)(6) Actuarial Valuation Date Actuarial Valuation Value of Assets Actuarial Accrued Liability (AAL) Percentage Funded (1)/(2) Prefunded / (Unfunded AAL) (2)–(1) Annual Covered Payroll Prefunded / (Unfunded AAL) Percentage of Covered Payroll [(2) - (1)] / (5) 2022 $1,450 $1,272 114.0%$178 $172 103.7% 2021 $1,380 $1,190 116.0%$190 $160 118.7% 2020 $1,269 $1,155 109.9%$114 $156 73.0% City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 26 Funding Policy The City (Employer) currently funds, at a minimum, the amounts recommended by the actuary and approved by the Retirement Board. Such amounts are determined using the individual entry age normal funding method applied to the projected benefits in determining the Normal Cost and Actuarial Accrued Liability. The Normal Cost is determined on an individual basis for each active member. If there is a positive (Surplus) or negative (Unfunded) difference between the Valuation of Assets and the Actuarial Accrued Liability (AAL), the amortization policy determines the amortization of the Unfunded Actuarial Accrued Liability (UAAL) on a level percentage of payroll needed to fund the UAAL or the amount of available surplus which would be distributable in any given year. This method produces an employer contribution rate consisting of amounts for (a) normal cost and (b) amortization of any unfunded (UAAL) or prefunded (PAAL) actuarial accrued liability. These minimum contributions are recognized currently in the Statement of Changes in Fiduciary Net Position. Employees' contributions are funded and recognized currently through payroll deductions in amounts recommended by the actuary. Costs of administering the System are charged against System assets. Total contributions (basic and cost-of-living adjustments (COLA)) to the System for fiscal year 2022 totaled $37,509,187. Employees contributed $15,492,662 and the City made contributions of $22,016,525. Contributions aggregating $37,509,187 ($22,016,525 employer contributions and $15,492,662 employee contributions) were made in fiscal year 2022, based on an actuarial valuation determined as of June 30, 2020, which became effective for the year ended June 30, 2022. During fiscal year 2022, the Employer normal contribution rate was set at 13.33 percent. However, due to an adjustment for an excess contribution from the prior year, Employer and System member basic and COLA contributions represented 13.35 percent and 9.49 percent, respectively, of the fiscal year 2022 covered payroll. Contributions aggregating $33,894,231 ($20,144,322 employer contributions and $13,749,909 employee contributions) were made in fiscal year 2021, based on an actuarial valuation determined as of June 30, 2019, which became effective for the year ended June 30, 2021. During fiscal year 2021, the Employer normal contribution rate was set at 13.37 percent. Employer and System member contributions represented 13.03 percent and 9.04 percent, respectively, of the fiscal year 2021 covered payroll. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 27 Contributions Required and Contributions Made The employer’s required normal contributions to the System has two components: basic and COLA. For fiscal years 2022 and 2021, the employer’s required normal contributions (basic and COLA) to the System were as follows: Normal Cost FY2022 FY2021 Employee Contributions $ 15,492,662 $ 13,749,909 Employer Contribution Rate 13.33 % 13.37 % Employer Contributions $ 21,946,831 $ 20,593,899 Prior Year Contribution (Surplus)/Shortfall 69,694 (449,577) Net Employer Contributions $ 22,016,525 $ 20,144,322 Pensionable Payroll $ 164,642,390 $ 154,030,657 4 Net Pension Liability The components of the net pension liability of the System are as follows: Schedules of Changes in the System’s Net Pension Liability (GASB 67) As of June 30, 2022 and 2021 (In Thousands) As of As of June 30, 2022 June 30, 2021 Total Pension Liability $1,472,814 $1,379,433 Plan Fiduciary Net Position ($1,562,188) ($1,731,237) Net Pension Liability/(Surplus)($89,374)($351,804) Plan Fiduciary Net Position as a percentage of the total pension liability 106.07%125.50% The net pension liability was measured as of June 30, 2022 and 2021, and determined based upon the total pension liability (on a GASB 67 basis) from actuarial valuations as of June 30, 2022 and 2021, respectively. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 28 Actuarial Assumptions Key Methods and Assumptions Used in Valuation of Total Pension Liability The total pension liability as of June 30, 2022 was determined by an actuarial valuation as of June 30, 2022, using the following actuarial assumptions, applied to all periods included in the measurement: Valuation Date: June 30, 20221 Actuarial Experience Study: 3 Year Period Ending June 30, 2021 Actuarial Cost Method: Entry Age Normal Actuarial Cost Method Normal Cost and Actuarial Accrued Liability are calculated on an individual basis and are based on costs allocated as a level percentage of compensation. Actuarial Assumptions Inflation 2.50% Salary Increases 4.00% to 11.50%, varying by service, including inflation Discount Rate 6.75%, net of pension plan investment expense, including inflation Other Assumptions See June 30, 2022 funding valuation for the service retirement rates after they have been adjusted to treat DROP participation as service retirement. Mortality Rates Healthy Members • Pub-2010 General Healthy Retiree Amount-Weighted Mortality Table (separate tables for males and females) with rates increased by 5%, projected generationally with the two-dimensional mortality improvement scale MP-2021. Beneficiaries not currently in Pay Status • Pub-2010 General Healthy Retiree Amount- Weighted Mortality Table (separate tables for males and females) with rates increased by 5%, projected generationally with the two-dimensional mortality improvement scale MP-2021. Beneficiaries in Pay Status • Pub-2010 General Contingent Survivor Amount-Weighted Mortality Table (separate tables for males and females) with rates increased by 5%, projected generationally with the two-dimensional mortality improvement scale MP-2021. Disabled Members • Pub-2010 Non-Safety Disabled Retiree Amount-Weighted Mortality Table (separate tables for males and females with rates decreased by 5%, projected generationally with the two-dimensional mortality improvement scale MP-2021. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 29 1Actuarially determined contribution rates are calculated as of June 30, two years prior to the end of the fiscal year in which contributions are reported. As such, the actuarial valuations dated, June 30, 2022 and 2021, will impact the contribution rates for the fiscal years ended June 30, 2024 and 2023. The valuation interest rate is 6.75 percent; total salary scale increases range between 4.00% to 11.50% (include 2.50 percent for inflation plus 0.50 percent across the board salary increase plus merit and promotion increases based on completed years of service) were based on the June 30, 2021 Experience Analysis and Economic Assumptions Reports. Actuarial valuations of an ongoing plan involve estimates of the fair value of reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality, inflation and investment returns. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revisions as actual results are compared with past expectations and new estimates are made about the future. GASB Statement No. 67 addresses accounting and financial reporting requirements for pension plans and redefines pension liability and expense for financial reporting purposes, and does not apply to contribution amounts for pension funding purposes. When measuring pension liability under GASB Statement No. 67, the actuary uses the same actuarial cost method (Entry Age method) and the same type of discount rate (expected return on assets) as the System uses for funding. Note that, unrelated to the investment return assumption, the new rules use a version of the Entry Age method where the Total Pension Liability (TPL) for financial reporting purposes must be fully accrued by the time a member either enters DROP or is expected to elect the DROP. This is in contrast to the version of the Entry Age method used for funding, where the Actuarial Accrued Liability (AAL) does not have to be fully accrued until members retire from employment after participation in the DROP. Under GASB Statement No. 67, active members who are expected to enroll in the DROP in the future would report a Service Cost that is higher than the Normal Cost used for funding, while members already in the DROP would report no Service Cost even though their Normal Cost continues to accrue. Long-Term Expected Real Rate of Return The long-term expected rate of return on the System’s investments was determined using a building-block method in which expected future real rates of return (expected returns, net of pension plan investment expense and net of inflation) are developed for each major asset class. This information is combined to produce the long- term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation and deducting expected investment expenses and a risk margin. The target allocation and projected arithmetic real rates of return for each major asset class, after deducting inflation, but before deducting investment expenses, used in the derivation of the long-term expected investment rate of return assumption are summarized in the following table. The actual asset class target allocations from the Board's prior adopted Asset Allocation Target Policy were utilized in the Analysis of Actuarial Experience during the period July 1, 2018 through June 30, 2021 and for the Review of Economic Actuarial Assumptions used for the June 30, 2022 Actuarial Valuation. The actual asset class target allocations from the Board's prior adopted Asset Allocation Target Policy were utilized in the Analysis of Actuarial Experience during the period July 1, 2015 through June 30, 2018 and for the Review of Economic Actuarial Assumptions used for the June 30, 2021 Actuarial Valuation. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 30 Asset Class/Target Allocation/Long-term Expected Real Rate of Return Table As of June 30, 2022 As of June 30, 2021 Asset Class Target Asset Allocation Weighted Average Long-Term Expected Real Rate of Return* (Arithmetic) Target Asset Allocation Weighted Average Long-Term Expected Real Rate of Return* (Arithmetic) Large Cap U.S. Equity 18.0%5.40%15.8%5.44% Small Cap U.S. Equity 3.0%6.17%7.2%6.18% Developed International Equity 13.0%6.13%19.0%6.54% Emerging Market Equity 5.0%8.17%6.0%8.73% Private Equity 8.0%10.83%5.0%9.27% Core Bonds 12.0%0.39%10.0%1.42% High Yield Bonds 0.0%0.00%5.0%3.64% Private Debt/Direct Lending 14.0%5.93%8.0%5.54% Midstream Energy 0.0%0.00%5.0%6.24% Real Estate 15.0%4.59%15.0%4.60% Private Credit - Credit Opportunities 2.5%7.18%—%—% China Equity 1.25%9.53%—%—% Hedge Fund - Macro 1.25%2.72%—%—% Private Real Assets - Infrastructure/Land 7.0%6.19%4.0%4.89% Total 100.0%100.0% *Based on June 30, 2021 Economic Study of Assumptions. Mortality Rates Mortality rates used in the latest actuarial valuation are based on the Pub-2010 mortality tables. For healthy members and beneficiaries the Pub-2010 General Healthy Retiree Amount-Weighted Mortality Table (separate tables for males and females) times 105% is used, projected generationally with the two-dimensional mortality improvement scale MP-2018. For members that are disabled, the Pub-2010 Non-Safety Disabled Retiree Amount-Weighted Mortality Table (separate tables for males and females) is used, projected generationally with the two-dimensional mortality improvement scale MP-2018. Discount Rate The discount rate used to measure the total pension liability was 6.75 and 7.00 percent as of June 30, 2022 and 2021, respectively. The projection of cash flows used to determine the discount rate assumed plan member contributions will be made at the current contribution rate and that employer contributions will be made at rates equal to the actuarially determined contribution rates. For this purpose, only employer contributions that are intended to fund benefits for current plan members and their beneficiaries are included. Projected employer contributions that are intended to fund the service costs for future plan members and their beneficiaries, as well as projected contributions from future plan members, are not included. Based on those assumptions, the pension plan's fiduciary net position was projected to be available to make all projected future benefit payments for current plan members. Therefore, the long-term expected rate of return on the System’s investments was applied to all periods of projected benefit payments to determine the total pension liability as of both June 30, 2022 and June 30, 2021. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 31 The table below presents the net pension liability of the Retirement System calculated using the discount rate of 6.75 and 7.00 percent, as of June 30, 2022 and 2021, respectively, as well as what the System’s net pension liability would be if it were calculated using a discount rate that is 1.00 percent lower or 1.00 percent higher than the current rate: Sensitivity of Net Pension Liability to Changes in the Discount Rate As of June 30, 2022 and 2021 (In Thousands) 1%Current 1% Decrease Discount Rate Increase Net Pension Liability/(Surplus) 5.75%6.75%7.75% June 30, 2022 ($81,865) ($89,374) ($229,867) 1%Current 1% Decrease Discount Rate Increase Net Pension Liability/(Surplus) 6.00%7.00%8.00% June 30, 2021 ($190,533) ($351,804) ($483,823) 5 Net Position Restricted for Pension Benefits Net position restricted for pension benefits is segregated into Active Members Reserve (members’ accumulated contributions) and reserves established by the Board for various benefit payments. Reserves are established by the System from member and employer contributions and the accumulation of investment income after satisfying investment and administrative expenses. Note: The reserves do not represent the present value of assets needed, as determined by actuarial valuation, to satisfy retirements and other benefits as they become due. The System’s major reserves are as follows: ACTIVE MEMBER (EMPLOYEE) RESERVES represent the total accumulated member contributions. Additions include member contributions and investment earnings; deductions include refunds of member contributions and transfers to Employer Advance/Retired Reserves. EMPLOYER ADVANCE/RETIRED RESERVES represent the total accumulated employer contributions for future retirement payments to current active and vested terminated members and the total accumulated transfers from Active Member Reserves and investment earnings, less payments to retirees and transfers to the DROP Reserve. Additions include contributions from the employer, transfers from Active Member Reserve and investment earnings; deductions include payments to retirees and transfers to the DROP Reserve. DEFERRED RETIREMENT OPTION PROGRAM (DROP) RESERVE represents funds reserved for Deferred Retirement Option Benefits accumulated by members and retirees. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 32 POST RETIREMENT SUPPLEMENTAL BENEFIT (PRSB) RESERVE represents surplus earnings that have been allocated but not distributed to eligible retirees in accordance with the City of Fresno Municipal Code Section 3-567 “Post Retirement Supplemental Benefit.” The PRSB Reserve Account was exhausted at the end of calendar year 2013. CITY SURPLUS RESERVE represents surplus earnings that have been allocated but not used as a reduction to offset or eliminate the City’s pension contributions in accordance with the conditions and requirements of Municipal Code Section 3-567 “Post Retirement Supplemental Benefit.” The City Surplus Reserve Account was slightly positive for fiscal years 2022 and 2021 due to the differences between the actual and estimated surplus allocation for the City for offsetting the City’s contributions for those years. Interest is allocated at an actuarially determined interest rate as approved by the Board and is credited monthly to the Active Member Reserves and the Employer Advance/Retired Reserves. Active members in the Deferred Retirement Option Program accrue interest on their accumulated DROP accounts monthly at an interest rate annually adopted by the Board. The amount of reserves for the years ended June 30, 2022 and 2021, consisted of the following: Reserves Table as of FY 2022 and FY 2021 (In Thousands) 2022 2021 Employer Advance/Retired Reserves $ 1,269,348 $ 1,456,484 Active Member (Employee) Reserves 131,234 122,574 DROP Reserves 161,451 152,107 PRSB Reserves — — City Surplus Reserves 154 72 Net Position Restricted for Pension Benefits $ 1,562,187 $ 1,731,237 City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 33 6 Fair Value Measurements In accordance with GASB Statement No. 72, Fair Value Measurement and Application, which addresses accounting and financial reporting issues related to fair value measurements and disclosures. The System’s investments are measured and reported within the fair value hierarchy established by generally accepted accounting principles. The fair value hierarchy, which has three levels, is based on the valuation inputs used to measure an asset’s fair value and gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1: Inputs are based on quoted prices for identical assets or liabilities in an active market that the System can access. An active market for the asset or liability is one in which transactions for the asset or liability occurs with sufficient frequency and volume to provide pricing information on an ongoing basis. A quoted price in an active market usually provides the most reliable evidence of fair value and is generally used without adjustment if available. This classification includes public equities with observable market prices. Level 2: Inputs that are observable either directly or indirectly but are not Level 1 inputs. Level 2 inputs include quoted prices for similar instruments, broker quotes, or observable inputs that directly impact value such as interest rates, prepayment speeds, and credit risk. Pricing inputs, including broker quotes, are generally those other than exchange quoted prices in active markets, and fair values are determined through the use of models or other valuation methodologies. For investments in funds where there is an ability to redeem such investments at the Net Asset Value (NAV) per share (or its equivalent) at the measurement date or in the near term, the fair value of the investment is generally categorized as Level 2. Level 3: Inputs that are unobservable. Level 3 inputs are generally used in situations where there is little, if any, market activity for the investment. These inputs into the determination of fair value require significant management judgment or estimation. Due to the inherent uncertainty of these estimates, these values may differ significantly from the values that would have been used had a ready market for these investments existed. Investments that are included in this category generally include public entities and other fixed income securities where there is an inability to redeem such investments at the NAV per share (or its equivalent) at the measurement date or in the near term. The tables on the following pages show the fair value leveling of the System’s investments as of June 30, 2022 and 2021. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 34 Fair Value Measurements Using Investment Type June 30, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Investments by Fair Value Level Debt Securities Asset Backed Securities $ 22,846,994 $ — $ 22,846,994 $ — Commercial Mortgage-Backed 12,884,707 — 12,884,707 — Corporate Bonds 107,677,270 — 107,677,270 — Corporate Convertible Bonds 2,315,748 — 2,315,748 — Government Agencies 3,255,173 — 3,255,173 — Government Bonds 25,468,217 — 25,468,217 — Government Mortgage Backed Securities 60,828,147 — 60,828,147 — Gov't-issued Commercial Mortgage-Backed 1,024,867 — 1,024,867 — Municipal/Provincial Bonds 2,146,147 — 2,146,147 — Non-Government Backed C.M.O.s 3,265,322 — 3,265,322 — Total Debt Securities 241,712,592 — 241,712,592 — Equity Securities Consumer Discretionary 25,689,567 25,689,567 — — Consumer Staples 15,317,946 15,317,445 — 501 Energy 74,710,501 74,703,129 — 7,372 Financials 38,590,135 38,590,135 — — Health Care 14,146,474 14,146,474 — — Industrials 36,879,741 36,879,741 — — Information Technology 37,623,281 37,623,281 — — Materials 13,871,014 13,822,070 — 48,944 Miscellaneous 786,519 2,952 783,567 — Real Estate 1,433,090 1,433,090 — — Telecommunication Services 10,772,064 10,772,064 — — Utilities 1,330,208 1,330,208 — — Total Equity Securities 271,150,540 270,310,156 783,567 56,817 Securities Lending 59,376,847 59,376,847 — — Short-Term Investments 5,930,097 5,930,097 — — Private Real Estate Holdings 3,478,395 — 3,478,395 — Total Investments by Fair Value Level $ 581,648,471 Investments Measured at the Net Asset Value (NAV) Commingled Fund - Equities $ 477,241,474 Commingled Fund - Real Estate 156,514,873 Commingled Fund - Infrastructure 75,789,623 Private Real Estate Funds 81,016,657 Private Debt/Private Credit 169,028,751 Private Equity 69,931,612 Total Investments Measured at NAV 1,029,522,990 Total Investments Measured at Fair Value and NAV $ 1,611,171,461 Investment Derivative Instruments* Debt Securities - Futures $ 17,400,430 $ 17,400,430 $ — $ — Rights/Warrants 219 219 — — Total Investment Derivative Instruments $ 17,400,649 $ 17,400,649 $ — $ — * Short-term derivative instruments included on page 47 are excluded here. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 35 Fair Value Measurements Using Investment Type June 30, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Investments by Fair Value Level Debt Securities Asset Backed Securities $ 20,837,502 $ — $ 20,837,502 $ — Commercial Mortgage-Backed 11,165,798 — 11,165,798 — Corporate Bonds 117,729,232 — 117,300,414 428,818 Corporate Convertible Bonds 4,069,941 — 4,069,941 — Government Agencies 3,251,064 — 3,161,448 89,616 Government Bonds 17,235,381 — 17,235,381 — Government Mortgage Backed Securities 41,413,294 — 41,413,294 — Gov't-issued Commercial Mortgage-Backed 3,497,294 — 3,497,294 — Index Linked Government Bonds — — — — Municipal/Provincial Bonds 2,383,244 — 2,383,244 — Non-Government Backed C.M.O.s 2,968,613 — 2,787,002 181,611 Total Debt Securities 224,551,363 — 223,851,318 700,045 Equity Securities Consumer Discretionary 72,044,103 72,044,103 — — Consumer Staples 22,629,649 22,629,649 — — Energy 98,254,515 98,254,515 — — Financials 83,034,462 83,034,462 — — Health Care 44,117,298 44,117,298 — — Industrials 79,042,200 79,042,200 — — Information Technology 83,086,874 83,086,874 — — Materials 35,167,195 35,056,277 — 110,918 Miscellaneous 1,279,160 414,000 — 865,160 Real Estate 10,778,110 10,778,110 — — Telecommunication Services 26,875,565 26,875,565 — — Utilities 5,050,226 5,050,226 — — Total Equity Securities 561,359,357 560,383,279 — 976,078 Securities Lending 79,711,386 79,711,386 — — Short-Term Investments 26,233,416 26,233,416 — — Private Real Estate Holdings 3,358,395 — 3,358,395 — Total Investments by Fair Value Level $ 895,213,917 Investments Measured at the Net Asset Value (NAV) Commingled Fund - Equities $ 485,770,926 Commingled Fund - Real Estate 146,629,638 Commingled Fund - Infrastructure 59,694,981 Private Real Estate Funds 61,026,840 Private Debt/Private Credit 91,986,465 Private Equity 39,089,009 Total Investments Measured at NAV 884,197,859 Total Investments Measured at Fair Value and NAV $ 1,779,411,776 Investment Derivative Instruments* Debt Securities - Futures $ 13,253,790 $ 13,253,790 $ — $ — Rights/Warrants 121 121 — — Total Investment Derivative Instruments $ 13,253,911 $ 13,253,911 $ — $ — * Short-term derivative instruments included on page 47 are excluded here. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 36 Commingled equity and real estate funds are valued based on NAV reported by the investment manager, which are generally calculated based on the last reported sale price of the underlying assets held by such funds. Direct lending funds are typically structured as limited partnerships and limited liability companies. Since there is no readily available market for these investments in limited partnerships and limited liability companies, such investments are stated at fair value as estimated in an inactive market. These investments include securities of companies that may not be immediately liquid, such as private debt securities, real estate or other assets. The valuations of these investments are based upon values provided by the investment managers, based on the guidelines established with the investment managers and in consideration of other factors related to the System’s interests in these investments. Investments that are measured at fair value using the net asset value per share (NAV or its equivalent) as a practical expedient are not classified in the fair value hierarchy. In these instances where inputs used to measure fair value fall into different levels in the fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The System’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability. Equity and derivative securities classified in Level 1 are valued using prices quoted in active markets for those securities. Equity and debt securities classified in Level 2 and Level 3 are using either a bid evaluation or a matrix pricing technique. Bid evaluations may include market quotations, observable market based inputs and unobservable inputs (i.e., extrapolated data, proprietary models, and indicative quotes). Matrix pricing is used to value securities based on the securities relationship to benchmark quoted prices. Investment derivative instruments classified as Levels 2 and 3 are valued using market approaches that consider, as applicable, benchmark interest rates or foreign exchange rates. Real estate assets classified in Level 2 are the System’s private real estate investments which are valued using independent external appraisers. The System’s policy is to perform independent appraisals of the property every three years. The appraisals include a complete property and market inspection and analysis by designated Members of the Appraisal Institute (MAI). The appraisals are performed using generally accepted valuation approaches applicable to the property type. Calculations used in the System’s independent appraisals are generally based on a discounted cash flow analysis. Investments in Entities That Calculate Net Asset Value Per Share The fair value measurement of investments in commingled equity, real estate and direct lending funds are valued based on the investments’ net asset value (NAV) per share (or its equivalent) reported by the investment manager, which are generally calculated based on the last reported sale price of the underlying assets held by such funds. These include funds that are structured as limited partnerships and limited liability companies. Since there is no readily available market for investments in limited partnerships and limited liability companies, such investments are stated at fair value as estimated in an inactive market. These investments include securities of companies that may not be immediately liquid, such as private debt securities and real estate or other assets. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 37 The valuations of these investments are based upon values provided by the investment managers, and in consideration of other factors, including guidelines established with those investment managers, related to the System’s interests in these investments. Such fair value measurements are shown in the tables below as of June 30, 2022 and 2021. City Of Fresno Employees Retirement System Investments Measured at the NAV As of June 30, 2022 Investment Type Fair Value Unfunded Commitments Redemption Frequency (If Currently Eligible) Redemption Notice Period Commingled Fund - Equities $ 477,241,474 $ — Daily None Commingled Fund - Real Estate 156,514,873 27,136,308 Quarterly 45-90 Days Commingled Fund - Infrastructure 75,789,623 13,568,154 Not Eligible N/A Private Real Estate Funds 81,016,657 89,666,967 Not Eligible N/A Private Debt/Private Credit 169,028,751 164,956,170 Not Eligible N/A Private Equity 69,931,612 35,077,897 Not Eligible N/A Total investments measured at the NAV $ 1,029,522,990 $ 330,405,496 City Of Fresno Employees Retirement System Investments Measured at the NAV As of June 30, 2021 Investment Type Fair Value Unfunded Commitments Redemption Frequency (If Currently Eligible) Redemption Notice Period Commingled Fund - Equities $ 485,770,926 $ — Daily None Commingled Fund - Real Estate 146,629,638 — Quarterly 45-90 Days Commingled Fund - Infrastructure 59,694,981 — Not Eligible N/A Private Real Estate Funds 61,026,840 29,265,476 Not Eligible N/A Private Debt/Private Credit 91,986,465 125,934,771 Not Eligible N/A Private Equity 39,089,009 47,904,340 Not Eligible N/A Total investments measured at the NAV $ 884,197,859 $ 203,104,587 On the following page is an explanation of the investment types listed above. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 38 The investment types listed in the tables on the preceding page were measured at the NAV as follows. (1) Commingled equity funds are highly liquid and can be redeemed within short-term periods of time. The System’s investments of this type consist of institutional investment funds - one international ACWIexUS equity fund that is diversified across developed and emerging market countries and sectors and two domestic large cap equity index funds (S&P 500 Index and Russell 1000 Index). The fair value of these investment types has been determined using the NAV per share of the investments. (2) Commingled real estate fund: The System’s commingled real estate funds are a core investment strategy designed to deliver a relatively high level of current income combined with moderate appreciation potential. It is comprised of institutional quality office, retail, residential and industrial investments in major markets throughout the U.S. The redemption frequency of the real estate fund is quarterly, if liquidity is available, with a notice of redemption 45 days before the end of a quarter. (3) Private real estate funds: The System’s private real estate funds are designed to act as a diversifier and alpha generator to the core real estate portfolio. Investments are made in middle-market assets across various domestic and international regions and sectors such as industrial, multifamily, office, and retail. The strategies focus on identifying investments with pricing dislocations that can be renovated, repurposed, and exited at opportunistic levels. The investment period is generally 3-5 years with a lifespan of 10-12 years. (4) Private Debt/Private Credit - direct lending funds: The System’s direct lending funds are each invested through a master-feeder structure, on a leveraged basis primarily in senior secured loans of private U.S. lower-middle-market companies. Strategies employ a capital preservation focus and structured investments with strong covenant provisions to reduce associated risks, underwriting multiple cushions to provide downside protections. Investment period is generally 3-5 years with reinvestment of committed capital. (5) Commingled infrastructure funds: The System’s infrastructure funds invest in core assets that generate long-term stable cash yields, have modest price appreciation, and provide inflation protection. Types of assets include energy (water, wind, and solar, etc.), transportation (toll roads and bridges, airports, and seaports, etc.), and social (hospitals, prisons, and schools, etc.). Investments are located domestically as well as in the Organization for Economic Co-operation and Development (OECD) countries internationally. Each fund has lockup periods of 4 years and, after that initial period, redemptions can be requested on a quarterly basis, if liquidity is available. (6) Private Equity Funds: The System’s private equity fund represents investments in privately owned companies that are not listed on public market exchanges. They are typically accessed through partnerships and managed by external general partners. The System’s one private equity fund is composed of primaries, secondaries, and co-investments, split between North America and international markets. Most investments are sourced from the small-to-mid market investment universe. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 39 7 Deposits and Investments The System’s investment guidelines reflect the duties imposed by an investment standard known as the “prudent expert rule.” The prudent expert rule establishes a standard for all fiduciaries which includes anyone who has discretionary authority with respect to the System’s investments. Northern Trust serves as custodian of the System’s investments. The System’s asset classes include U.S. Equity, International Equity, Emerging Market Equity, U.S. Fixed Income, and Real Estate. Any class may be held in direct form, pooled form, or both. The System has fifteen external investment managers, managing eighteen individual portfolios. Investments as of June 30, 2022 and 2021, consist of the following: Investments at Fair Value as of June 30, 2022 and 2021 (In Thousands) 2022 2021 Investments at Fair Value Domestic Equity $ 477,241 $ 626,488 International Developed Market Equities 200,487 266,659 International Emerging Market Equities — 65,449 Government Bonds 92,723 67,780 Corporate Bonds 168,024 172,791 Alternatives 383,780 276,539 Real Estate 241,010 211,015 Short-Term Investments 5,930 26,233 Total Investments at Fair Value $ 1,569,195 $ 1,712,954 City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 40 The Board, through its Investment Objectives and Policy Statement, provides guidelines for investments and established the following target allocations with a minimum and maximum range for each of the asset classes: Asset Class Minimum Target and Maximum Allocations FY 2022 FY 2021 Asset Class Minimum Target Maximum Minimum Target Maximum Domestic Equities Large Cap 15.0% 25.0% 36.0% 10.0% 15.8% 26.0% Small Cap 0.0% 0.0% 0.0% 2.0% 7.2% 12.0% International Equities Developed Markets 10.0% 23.0% 25.0% 14.0% 19.0% 24.0% Emerging Markets 0.0% 0.0% 0.0% 3.0% 6.0% 9.0% Fixed Income Core Fixed Income 5.0% 13.0% 20.0% 7.0% 10.0% 15.0% High Yield Bonds 0.0% 3.0% 5.0% 4.0% 5.0% 12.0% Real Estate Core Real Estate 5.0% 10.0% 15.0% 7.0% 11.0% 15.0% Value Add Real Estate/REITs 2.0% 4.0% 8.0% 2.0% 4.0% 6.0% Alternatives Infrastructure 2.0% 5.0% 10.0% 2.0% 4.0% 6.0% MLPs 0.0% 4.0% 7.0% 2.0% 5.0% 8.0% Private Equity 0.0% 3.0% 10.0% 0.0% 5.0% 10.0% Private Debt 5.0% 10.0% 20.0% 4.0% 8.0% 12.0% Short-Term Investments 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 100%100% Allowable securities must meet the reporting requirements of the Securities and Exchange Commission and must meet a “prudent expert” standard for investing. In no case may the System have five percent (5%) or more of System net position invested in any one organization. The Board’s investment policies and guidelines permit investment in numerous specified asset classes to take advantage of the non-correlated economic behavior of diverse asset classes. The result is a well-diversified portfolio. Custodial Credit Risk Custodial credit risk for investments is the risk that, in the event of the failure of the counterparty to a transaction, the System will not be able to recover the value of its investment or collateral securities that are in the possession of another party. The Retirement System’s investment securities are not exposed to custodial credit risk since all securities are registered in the System’s name and held by the System’s custodial bank. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 41 Custodial credit risk for deposits is the risk that, in the event of the failure of the depository financial institution, the System will not be able to recover its deposits or will not be able to recover collateral securities that are in the possession of an outside party. Any cash associated with the System’s investment portfolios not invested at the end of a day is temporarily swept overnight to the Northern Trust Collective Short-Term Investment Fund. That portion of the System’s cash held by the City in a Trust account as part of the City’s cash investment pool totaled $221,438 and $685,571 at June 30, 2022 and 2021, respectively. Accordingly, the System’s investments in the pool are held in the name of the City and are not specifically identifiable. Disclosure of the legal and contractual provisions of the City’s investment policy and carrying amounts by type of investments may be found in the notes to the City’s separate Annual Comprehensive Financial Report for the fiscal year ended June 30, 2022. Credit and Interest Rate Risk Credit risk associated with the System’s debt securities is identified by their ratings in the table below. Interest rate risk is the risk that changes in market interest rates will adversely affect the fair value of an investment. The System has no general policy on credit and interest rate risk. The System limits its investments in below investment grade bonds and monitors the interest rate risk inherent in its portfolio by measuring the duration of its portfolio. The average duration of the System’s debt portfolios in years is also listed in the following table: 2022 2021 Type of Investment Fair Value Credit Quality Duration Fair Value Credit Quality Duration Asset Backed Securities $ 22,846,994 AA+ 0.73 $ 20,837,501 AA- 2.44 Commercial Mortgage-Backed 12,884,707 AA- 5.75 11,165,798 A 6.25 Corporate Bonds 107,677,270 BB+ 5.84 117,729,233 BB 5.77 Corporate Convertible Bonds 2,315,748 B- 3.63 4,069,941 CC 5.20 Fixed Income Derivatives - Futures 17,400,430 — 3.50 13,253,790 — 6.64 Non-Government backed C.M.O.s 3,265,322 BB- 1.61 2,968,614 CCC+ 2.46 Rights & Warrants 219 — — 121 — — Convertible Equity 85,651 — 2.00 860,123 BB+ 11.78 Common Stock 2,951 — — 246,647 — — Preferred Stock 1,544,758 BB+ — 1,658,688 BB+ — Government Agencies 3,255,173 BB+ 6.51 3,251,066 BBB- 7.27 Government Bonds 25,468,217 AAA 7.73 17,235,381 AAA 8.36 Gov't Issued Commercial Mortgage Backed Securities 1,024,867 AAA 5.24 3,497,294 AAA 5.91 Government Mortgage Backed Securities 60,828,147 AAA 7.43 41,413,294 AAA 4.59 Municipal/Provincial Bonds 2,146,147 A+ 8.65 2,383,244 A 9.56 Total Credit Risk Fixed Income $ 260,746,601 $ 240,570,735 City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 42 Per Section 3.5.f.i. of the System’s Investment Policy Statement, no more than 15 percent of an investment manager’s fixed income portfolio may be invested in below investment grade rated securities (BB or B rated bonds). Therefore, at least 85 percent of the manager’s fixed income portfolio must be invested in investment grade securities. Intermediate Bond portfolios shall maintain an average credit quality of A+ or better. High yield fixed income portfolios, in accordance with Section 3.5.f.ii. of the System’s Investment Policy Statement, shall maintain an average credit quality rating equal to or higher than that of the Barclays US Corporate High Yield Index. Based on the Barclays US Corporate High Yield Index, a high yield manager’s portfolio shall have a constraint of the benchmark weight plus five percent (5%) in bonds rated Caa1/CCC+ or lower with non-rated bonds being limited to five percent (5%) of the portfolio with both limits subject to maintaining the average portfolio credit quality requirement of the Barclays US Corporate High Yield index. No more than 25 percent of a high yield manager’s portfolio may be invested in foreign securities; within this limit, a manager may allocate up to 20 percent in emerging market government securities including both non-U.S. dollar denominated securities and U.S. dollar denominated Yankee securities and up to 15 percent of the portfolio may be invested in non-U.S. dollar denominated securities. High yield bond portfolios may hold up to the benchmark weight plus five percent (5%) of assets in Rule 144A bond issues with or without registration rights. No more than 10 percent of the high yield manager’s portfolio may be invested in convertibles or preferreds, and no more than 20 percent may be invested in securitized bank debt. No single security and/or issuer can represent more than five percent (5%) of the fair value of a portfolio at the time of purchase, and no single industry can represent more than 25 percent of the fair value of the account at the time of purchase. Firms that manage fixed income portfolios will continually monitor the risk associated with their fixed income investments. They will be expected to report, as a component of their quarterly report, a risk/reward analysis of the management decisions relative to their benchmarks. Statistics that relate performance variance to effective duration decisions will be included in each quarterly report. Concentration Risk The investment portfolio as of June 30, 2022 and 2021, contained no concentration of investments in any one entity (other than those issued or guaranteed by the U.S. Government) that represented five percent (5%) or more of the total investment portfolio or fiduciary net position. Foreign Currency Risk Foreign Currency Risk is the risk that changes in foreign exchange rates will adversely affect the fair value of an investment or deposit. The System has no general investment policy with respect to foreign currency risk. The System’s investment policy guidelines allow international developed and emerging equity managers to hedge their currency risks in foreign countries through the purchase of derivatives. Used as a defensive measure and in an effort to control the risks associated with international portfolios, international equity investment managers are permitted to invest in forward currency contracts, swaps, currency futures, and exchanged-traded index futures that represent broad equity exposure to countries represented in their respective benchmark index. The positions shown on the following page represent the System’s exposure to foreign currency risk as of June 30, 2022 and 2021. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 43 Foreign Currency Risk Exposure As of June 30, 2022 Base Currency Country Equities / Fixed Income Futures & Forwards Swaps & Rights / Warrants Cash & Cash Equivalents Total AED United Arab Emirates Dirham United Arab Emirates $ — $ — $ — $ — $ — ARS Argentine Peso Argentina — — — 62,657 62,657 AUD Australian Dollar Australia 3,142,302 — — — 3,142,302 BRL Brazilian Real Brazil 1,697,877 — — — 1,697,877 CAD Canadian Dollar Canada 12,003,194 — — — 12,003,194 CHF Swiss Franc Switzerland 11,872,149 — — — 11,872,149 CLP Chilean Peso Chile — — — — — CNY Chinese Yuan Renminbi China 2,279,697 — — — 2,279,697 CZK Czech Koruna Czech Republic — — — — — DKK Danish Krone Denmark 6,906,002 — — — 6,906,002 EGP Egyptian Pound Egypt — — — — — EUR Euro Europe 40,857,316 (33,286) — 987 40,825,017 GBP British Pound Sterling United Kingdom 21,035,493 — — (1,078) 21,034,415 HKD Hong Kong Dollar Hong Kong 15,320,960 — — 26,358 15,347,318 HUF Hungarian Forint Hungary — — — — — IDR Indonesian Rupiah Indonesia 1,580,402 — — — 1,580,402 ILS New Israeli Shekel Israel 956,986 — — — 956,986 INR Indian Rupee India 7,049,420 — — 9,937 7,059,357 JPY Japanese Yen Japan 34,370,612 — — — 34,370,612 KRW South Korean Won South Korea 5,526,725 — — — 5,526,725 MXN Mexican Peso Mexico 1,760,959 — — — 1,760,959 MYR Malaysian Ringgit Malaysia — — — — — NOK Norwegian Krone Norway 2,121,626 — — — 2,121,626 PEN Peruvian Nuevo Sol Peru — — — — — PHP Philippine Peso Philippines — — — — — PLN Polish Zloty Poland 512,359 — — — 512,359 QAR Qatari Rial Qatar — — — — — RUB Russian Ruble Russia 103,676 — — — 103,676 SEK Swedish Krona Sweden 6,887,965 — — — 6,887,965 SGD Singapore Dollar Singapore 2,294,257 — — — 2,294,257 THB Thai Baht Thailand 425,286 — — — 425,286 TRY Turkish Lira Turkey 1 — — — 1 TWD New Taiwan Dollar Taiwan 8,767,822 — — 6,982 8,774,804 USD United States Dollar United States 831,376,602 33,712 219 13,544,876 844,955,409 ZAR South African Rand South Africa 1,262,717 — — — 1,262,717 Total Equities (In USD) 1,020,112,405 426 219 13,650,719 1,033,763,769 Total Non-USD Equities (In USD) $188,735,803 ($33,286) $— $105,843 $188,808,360 City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 44 Foreign Currency Risk Exposure As of June 30, 2021 Base Currency Country Equities / Fixed Income Futures - Domestic Fixed Income Options & Swaps Cash & Cash Equivalents Total AED United Arab Emirates Dirham United Arab Emirates $ 26,602 $ — $ — $ 251 $ 26,853 ARS Argentine Peso Argentina 44,244 — — 19,280 63,524 AUD Australian Dollar Australia 5,304,533 — — — 5,304,533 BRL Brazilian Real Brazil 4,434,820 — — 221,541 4,656,361 CAD Canadian Dollar Canada 10,864,456 — — — 10,864,456 CHF Swiss Franc Switzerland 17,938,412 — — — 17,938,412 CLP Chilean Peso Chile 7,329 — — 632 7,961 CNY Chinese Yuan Renminbi China 5,895,624 — — 73,582 5,969,206 CZK Czech Koruna Czech Republic 3,516 — — — 3,516 DKK Danish Krone Denmark 9,376,698 — — — 9,376,698 EGP Egyptian Pound Egypt 12,622 — — — 12,622 EUR Euro Europe 63,491,779 — — 112,943 63,604,722 GBP British Pound Sterling United Kingdom 24,910,510 — — 185,432 25,095,942 HKD Hong Kong Dollar Hong Kong 40,113,877 — — 104,198 40,218,075 HUF Hungarian Forint Hungary 661,364 — — — 661,364 IDR Indonesian Rupiah Indonesia 1,617,614 — — 1,385 1,618,999 ILS New Israeli Shekel Israel 509,385 — — — 509,385 INR Indian Rupee India 14,033,647 — — 924,871 14,958,518 JPY Japanese Yen Japan 38,229,223 — — — 38,229,223 KRW South Korean Won South Korea 22,057,363 — — 49,687 22,107,050 MXN Mexican Peso Mexico 3,598,463 — — 6,486 3,604,949 MYR Malaysian Ringgit Malaysia 323,699 — — 10,791 334,490 NOK Norwegian Krone Norway 666,490 — — — 666,490 PEN Peruvian Nuevo Sol Peru 2,795 — — 893 3,688 PHP Philippine Peso Philippines 15,097 (3,110) — 4,677 16,664 PLN Polish Zloty Poland 843,190 — — 3,203 846,393 QAR Qatari Rial Qatar 6,348 — — 131,970 138,318 SEK Swedish Krona Sweden 6,091,308 — — — 6,091,308 SGD Singapore Dollar Singapore 2,025,872 — — — 2,025,872 THB Thai Baht Thailand 1,207,140 — — 620 1,207,760 TRY Turkish Lira Turkey 73,726 — — — 73,726 TWD New Taiwan Dollar Taiwan 20,932,338 — — 47,938 20,980,276 USD United States Dollar United States 999,629,609 13,256,919 (67,446) 52,927,054 1,065,746,136 ZAR South African Rand South Africa 2,471,259 — — 34,114 2,505,373 Total Equities (In USD) 1,299,266,732 13,253,809 (67,446) 54,906,200 1,367,359,295 Total Non-USD Equities (In USD) $299,637,123 ($3,110) $— $1,979,146 $301,613,159 City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 45 Per Section 3.5.e. of the System’s Investment Objectives and Policy Statement, assets in international equity portfolios shall consist of liquid, publicly traded equity and equity like securities traded on major stock exchanges as well as cash and cash equivalents as necessary. Securities will be primarily composed of foreign ordinary shares and depository receipts (American Depository Receipts (ADR’s) and Global Depository Receipts (GDR’s) including ADR’s and GDR’s that are 144A securities). Securities that are 144A securities, including ADR and GDR 144A securities are authorized investments which in aggregate cannot exceed 10 percent of the portfolio. Primarily large capitalization securities may be held, although investments in small and mid capitalization securities are also allowed. Firms will continually monitor their country, currency, sector and security selection risks associated with their international portfolios. All of the risks will be included in the manager’s quarterly reports and performance attribution based on these factors will also be included. The System’s complete Investment Objectives and Policy Statement can be found on the System’s website at www.CFRS-CA.org or by contacting the Retirement Office at 2828 Fresno Street, Suite 201, Fresno, CA 93721. Rate of Return For the fiscal years ended June 30, 2022 and 2021, the annual money-weighted rate of return on the assets of the System, net of investment expense, was (7.28) percent and 30.43 percent, respectively. The money-weighted rate of return expresses investment performance, net of investment expense, adjusted for timing of cash flows and the changing amounts actually invested. 8 Derivatives The Retirement Board has authorized certain investment managers to invest in or otherwise enter into transactions involving derivative financial instruments when, in the judgment of management, such transactions are consistent with the investment objectives established for a specific investment manager’s assignment. The acceptable investment purposes for the use of derivatives are as follows: a. Mitigation of risk (or risk reduction). b. A useful substitute for an existing, traditional investment. In certain circumstances it may be cheaper, quicker or easier to invest in a derivative instrument or security rather than transacting in cash or in the traditional security market. c. To provide investment value to the portfolio while being consistent with the System’s overall and specific investment policies. d. To obtain investment exposure which is appropriate for the manager’s investment strategy and the System’s investment guidelines, but could not be made through traditional investment securities. The Retirement Board monitors and reviews each investment manager’s securities and derivative position as well as the manager’s performance relative to established benchmark rates of return and risk measures. In management’s opinion, derivative activities must be evaluated within the context of the overall portfolio performance and cannot be evaluated in isolation. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 46 Allowable derivative financial instruments held by the System include stable and well-structured collateralized mortgage obligations (CMOs); centrally cleared instruments including, but not limited to, futures, swaps and options; and forwards including currency forwards. Derivative investments with allocation limits include mortgage derivatives (interest only and principal only CMOs); non centrally cleared derivatives; caps and floors; and inverse floating rate notes and bonds. Allocation limits will be determined and specified in portfolio guidelines with individual investment managers based on the objectives and risk tolerances of a given strategy. Cash securities containing derivative features include callable bonds, structural notes, and collateralized mortgage obligations (CMOs). These instruments are generally traded in over-the-counter bond markets. Financial instruments whose value is dependent upon a contractual price or rate relative to one or more reference prices or rates, applied to a notional amount, including interest rate futures, options, swaps and caps, and foreign currency futures and forward contracts. Some of these instruments are exchange-traded and others are traded over-the-counter (OTC). Market Risk Market risk is the risk of change in fair value of an instrument in response to changes in a market price or index. While all investments are subject to market risk, derivatives often have a higher degree of market risk than other types of investment instruments. Values of cash securities containing derivative features are often more susceptible to market risk than other types of fixed income securities because the amounts and/or timing of their scheduled cash flows may fluctuate under changing market conditions, according to their contractual terms. For other types of derivatives, amounts of contractual cash flows may be either positive or negative depending upon prevailing market conditions relative to the reference prices or rates, and thus the values of such instruments may be positive or negative, despite the fact that little or no cash is initially exchanged to enter into such contracts. Credit Risk Credit risk of cash securities containing derivative features is based upon the credit worthiness of the issuers of such securities. The Retirement Board establishes minimum credit requirements for such securities. The other derivative instruments described above are subject to credit risk to the extent their value is a positive fair value, and the counterparty to such contract fails to perform under the terms of the instrument. Exchange traded derivatives are generally considered to be of lower credit risk than OTC derivatives due to the exchange margin requirements. Equity Index Swaps are derivatives and represent an agreement between two parties to swap two sets of equity values. Equity Futures are contracts used to replicate an underlying stock or stock market index. These futures can be used for hedging against an existing equity position, or for speculating on future movement of the index. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 47 As of June 30, 2022 and 2021, the System held a total fair value of $19,441,073 and $14,668,279, respectively, in derivative holdings. These holdings consisted of Rights/ Warrants, and Foreign Currency Forwards and Futures designed to synthetically create equity returns and are held as components of the System’s international equity investments, and a variety of ACWIexUS index related futures as components of the System’s investments in ACWIexUS Index Funds. Holdings also consist of futures – interest rate contracts, options and swaps held as components of the System’s absolute return fixed income strategy. These derivatives are used for the purpose of synthetically creating equity returns, synthetically creating floating rates and to buy or sell credit protection on the assets. There is no net counterparty exposure for which there is a positive replacement cost to the fund. The details of these derivative holdings are as follows: Derivative Type:FY 2022 FY 2021 FY 2022 - FY 2021 Notional Change in Fair Amount Fair Value Fair Value Value Foreign Currency Forward $(33,286) $33,712 $3,129 $ 30,583 Future Contracts - Domestic Fixed Income (17,400,430) 17,400,430 13,253,790 4,146,640 Future Contracts - International Equity Index — 2,004,292 1,477,382 526,910 Options/Swaption ——— — Rights & Warrants —2,639 1,545 1,094 Swaps —— (67,567) 67,567 Total $19,441,073 $14,668,279 Derivative Type:FY 2021 FY 2020 FY 2021 - FY 2020 Notional Change in Fair Amount Fair Value Fair Value Value Foreign Currency Forward $(3,110) $3,129 $— $ 3,129 Future Contracts - Domestic Equity Index (13,253,790) 13,253,790 3,432,708 9,821,082 Future Contracts - International Equity Index — 1,477,382 1,177,640 299,742 Options/Swaption ——3,668 (3,668) Rights & Warrants —1,545 9,364 (7,819) Swaps —(67,567) 4,670 (72,237) Total $14,668,279 $4,628,050 City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 48 9 Securities Lending The City of Fresno Municipal Code and the Board’s policies permit the Retirement Board of the City of Fresno Fire and Police Retirement System and the City of Fresno Employees Retirement System (the Systems) to use investments of both Systems to enter into securities lending transactions, i.e., loans of securities to broker- dealers and other entities for collateral with a simultaneous agreement to return the collateral for the same securities in the future. The Systems have contracted with Northern Trust, their custodian, to manage the securities lending program for the Systems and all securities held in a separately managed account are available for lending. As the securities lending agent, Northern Trust calculates collateral margins and accepts collateral in the form of cash or marketable securities and irrevocable bank letters of credit for all securities lending transactions. Transactions are collateralized at 102 percent of fair value (contract value) for domestic securities and 105 percent of fair value (contract value) for international securities. Collateral is marked to market daily. When a loan is secured by cash, a rebate is negotiated and the cash collateral is invested according to the guidelines in the collateral pool. As designated by the Board, cash collateral is invested in Northern Trust’s Core U.S.A. Collateral Section (short- term investment pool), which, as of June 30, 2022 and 2021, had a weighted average duration of 24 days and 70 days, respectively, an average maturity of 86 days and 30 days, respectively, and an average monthly yield of 1.68 percent and 0.22 percent, respectively. The relationship between the maturities of the investment pool and the System’s loans is affected by the maturities of the security loans made by other entities that use the Northern Trust Core U.S.A. Collateral Section and a definitive statement of that relationship cannot be formulated by the System. As of June 30, 2022 and 2021, the Northern Trust CORE U.S.A. Cash Collateral Fund had zero exposure in below investment grade long-term securities and there were no known credit risks related to the securities lending transactions. As of June 30, 2022, the fair value of the securities on loan was $62.5 million. The fair value of associated collateral was $64.6 million ($59.4 million of cash collateral and $5.2 of non-cash collateral). Non-cash collateral, the collateral which the System does not have the ability to sell unless the borrower defaults, is not reported in the Statement of Fiduciary Net Position. As of June 30, 2021, the fair value of the securities on loan was $103.3 million. The fair value of associated collateral was $106.3 million ($79.7 million of cash collateral and $26.6 of non-cash collateral). Non-cash collateral, the collateral which the System does not have the ability to sell unless the borrower defaults, is not reported in the Statement of Fiduciary Net Position. Northern Trust will ensure that, in any agreement with a borrower, it retains its absolute right to terminate the agreement without cause, upon short notice and without any penalty. The System cannot pledge or sell collateral securities received unless the borrower defaults. In the event of a borrower default, Northern Trust indemnifies the System against losses and will replace or reimburse the System for any borrowed securities not replaced. In general, the average term of all System loans is overnight or “on demand." All securities loans can be terminated on demand by either the lender or the borrower, although the average term of the System’s loans were approximately 24 days and 70 days, respectively, as of June 30, 2022 and 2021. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 49 The System’s securities lending income is as follows: Securities Lending Income For Fiscal Years Ended June 30, 2022 and 2021 2022 2021 Gross Income $400,057 $244,930 Expenses: Bank Fees 131,659 48,947 Total Expenses 131,659 48,947 Net Income from Securities Lending $268,398 $195,983 Fair Value of Loaned Securities As of June 30, 2022 and 2021 FY 2022 FY 2021 Collateralized by Cash Securities Total Cash Securities Total U.S. Government & Agency $ 15,467,533 $ 375,056 $ 15,842,589 $ 10,470,637 $ 836,295 $ 11,306,932 Domestic Equities 9,826,702 1,612,317 11,439,019 41,091,825 21,823,027 62,914,852 Domestic Fixed 29,372,444 382,992 29,755,436 22,757,243 658,316 23,415,559 International Equities 2,836,176 2,539,776 5,375,952 3,269,227 2,358,514 5,627,741 International Fixed 103,085 — 103,085 32,622 — 32,622 Total Value $ 57,605,940 $ 4,910,141 $ 62,516,081 $ 77,621,554 $ 25,676,152 $ 103,297,706 Fair Value of Collateral Received for Loaned Securities As of June 30, 2022 and 2021 FY 2022 FY 2021 Collateralized by Cash Securities Total Cash Securities Total U.S. Government & Agency $ 15,732,572 $ 385,649 $ 16,118,221 $ 10,675,832 $ 855,130 $ 11,530,962 Domestic Equities 10,164,691 1,654,519 11,819,210 42,130,816 22,463,410 64,594,226 Domestic Fixed 30,260,892 393,041 30,653,933 23,342,469 674,179 24,016,648 International Equities 3,110,037 2,815,970 5,926,007 3,526,901 2,588,276 6,115,177 International Fixed 108,655 — 108,655 35,368 — 35,368 Total Value $ 59,376,847 $ 5,249,179 $ 64,626,026 $ 79,711,386 $ 26,580,995 $ 106,292,381 City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 50 10 Administrative Expenses Section 3-325 of the City of Fresno Municipal Code provides that all administrative costs of the System shall be a charge against the assets of the System. Per the City of Fresno Municipal Code, the Administrative expenses are a component of the City’s contribution calculation. 11 Post Retirement Supplemental Benefit (PRSB) The System is not obligated to provide for or fund any other post-employment benefits as retirees do not receive paid healthcare benefits from the System. The Post Retirement Supplemental Benefit (PRSB) Program was created as a contingent program to provide supplemental distributions to eligible retirees which they could use to pay for various post retirement expenses. The Retirement Board will annually review the actuarial valuation report and declare an actuarial surplus, if available, in accordance with the procedures in the City of Fresno Municipal Code Section 3-567. If an actuarial surplus is declared by the Board, the surplus is allocated into two components. One component composed of two-thirds of the declared surplus shall be used to reduce or eliminate the City’s pension contributions. Any unused portion shall be reserved in the City Surplus Reserve and drawn upon in subsequent years if needed. The remaining one-third component shall be distributed among eligible post retirement supplemental benefit recipients in accordance with procedures in the City of Fresno Municipal Code Section 3-567(f)(4). Any unused portion shall be reserved in the PRSB Reserve and drawn upon in subsequent years if needed. For the fiscal years ended June 30, 2022 and 2021, there was a surplus (or prefunded actuarial accrued liability) as the System had a valuation value of assets which was in excess of the actuarial accrued liability. The System’s funded ratio was 114.0 percent and 116.0 percent, for fiscal years 2022 and 2021, respectively. For fiscal year 2022, the 114.0 percent funded ratio was more than the 110 percent requirement for declaration of a surplus therefore, there was an actuarial surplus available to reduce a portion of the City’s and members' COLA contributions for Fiscal Years 2022 but not enough surplus to fund new PRSB benefits. For fiscal year 2021, the 116.0 percent funded ratio was below the required 110 percent for declaration of a surplus. As of June 30, 2022 and 2021, the City Surplus Reserve balances were $154,536 and $71,604, respectively. The City’s normal rate in fiscal year 2022 included an adjustment of 0.59% which represented an actuarial surplus allocated in the June 30, 2020 actuarial report. In fiscal year 2021, the City's normal rate included an adjustment of 1.08% which represented an actuarial surplus allocated in the June 30, 2019 actuarial report. 12 Capital Assets Capital assets are carried at historical cost, net of accumulated depreciation. Capital assets are any items of equipment or furnishings purchased with a value of or an initial cost of $500 or greater and $5,000 for land, buildings and infrastructure and an estimated useful life in excess of two years. Accumulated depreciation shall be summarized and reflected on the System’s annual financial statements. Capital assets shall be depreciated over their estimated useful lives using the straight-line depreciation method. Intangible assets with limited useful lives (e.g., by legal or contractual provisions) should be depreciated over their estimated useful lives. Depreciation of computer software begins when the program is placed into service. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 51 The System’s major two-year project to program and install an upgrade to our original pension administration system that was installed in 1997 (the LRS Pension Gold Retirement Solutions’ Version 3 project) includes software costs of $398,878 and $531,837 which were capitalized as of June 30, 2022 and 2021, respectively, and are amortized over a ten-year useful life period commencing July 1, 2015. As of June 30, 2022, other capital assets consisting of office furniture and equipment for the System’s Retirement Offices located at 2828 Fresno Street, Fresno, California, in the amount of $83,368 are capitalized and depreciated over remaining estimated useful lives of 2-15 years. As of June 30, 2021, capital assets consisting of office furniture and equipment for the System’s Retirement Offices in the amount of $22,067 were capitalized and depreciated over remaining estimated useful lives of 2-15 years. 13 Leases Under the lease agreement with CFRS Realty Holding Corporation (the Corporation), the holding corporation formed jointly by the Retirement Boards to take ownership of the building, effective September 19, 2005, the City of Fresno Employees and City of Fresno Fire and Police Retirement Boards and their staff occupy approximately 7,900 square feet of the second floor of the renovated building at 2828 Fresno Street, Fresno, California. The term of the lease is ten years with an option for two additional five year extensions. The first five (5) year extension was exercised effective September 1, 2015. On March 1, 2020, the Corporation amended the lease with the Retirement Boards. The amended lease agreement establishes the Retirement Boards as the sole tenant of the second floor, a total of 11,784 rentable square feet, consisting of 10,426 net square feet in the premises and 1,358 square feet in common area. The amendment also exercises the second five (5) year lease extension. As of June 30, 2022, the Systems share equally a base rent of $19,607 per month, which is $1.82 per square foot per month, triple net. For the fiscal year ended June 30, 2021, the Systems equally shared a base rent of $19,223 per month, which is $1.63 per square foot per month, triple net. 14 Related Party Transactions The Retirement System is involved in various business transactions with the City of Fresno, the primary plan sponsor. These include reimbursement to the City for the salary and benefits of the System’s Retirement Staff members paid through the City, reimbursement to the City Personnel Department for personnel consulting services, and reimbursement to the City Information Services Department for computer and telephone support. The Retirement Systems lease office space from the CFRS Realty Holding Corporation, a title holding company controlled jointly by the City of Fresno Employees and City of Fresno Fire and Police Retirement Systems. See Note 13 for a description of this arrangement. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 52 15 Commitments and Contingencies The Board, in accordance with its Asset Allocation Plan, has committed capital for investment in Private Debt/ Private Credit, Private Real Estate and Infrastructure Funds. The following table details the outstanding capital commitments in these investments as of June 30, 2022 and 2021. Unfunded Commitments Investment Type FY 2022 FY 2021 Commingled Fund - Real Estate The Carlyle Group $ 27,136,308 $ — Total $ 27,136,308 $ — Private Real Estate Funds Alidade Capital $ 7,005,815 $ — Artemis 17,199,973 5,861,317 Blue Vista 3,183,993 5,389,467 Brookfield 7,327,026 9,438,167 Kayne Anderson 17,864,736 — Oaktree Capital Mgt. 1,974,166 1,976,893 PIMCO BRAVO III 8,823,410 2,714,331 PCCP, LLC 3,674,258 3,885,301 Tristan Capital Partners 22,613,590 — Total $ 89,666,967 $ 29,265,476 Private Debt/Private Credit Arcmont $ 51,178,256 $ 60,370,033 Monroe Capital 30,072,655 7,469,366 Crescent Capital 17,444,235 12,344,758 PIMCO COF 21,033,844 45,750,614 Sixth Street/TAO 45,227,180 — Total $ 164,956,170 $ 125,934,771 Commingled Infrastructure Ullico UIF $ 13,568,154 $ — Total $ 13,568,154 $ — Private Equity Pantheon $ 35,077,897 $ 47,904,340 Total $ 35,077,897 $ 47,904,340 Total Unfunded Commitments $ 330,405,496 $ 203,104,587 16 Date of Management Review The date to which events occurring after June 30, 2022, have been evaluated for possible adjustments to the financial statements or disclosures is November 29, 2022, which is the date the financial statements were available to be issued. Management identified the following subsequent financial events that require disclosure: During fiscal year 2022, the Boards authorized an investment manager search through its investment consultant, NEPC, to provide diversifying strategies and alternative credit exposure. In July 2022, following a due diligence process that included full legal review of pertinent legal documents, investment due diligence, operational due diligence and background investigations of key personnel at each firm, the Board selected Cloverlay Partners. City of Fresno Employees Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 53 Schedule of Changes in the Net Pension Liability (Dollars in Thousands) For Fiscal Years Ended June 30, 2013-2022 GASB 67 Basis* Financial Reporting Change in Net Pension Liability 2022 2021 2020 2019 2018 Total Pension Liability Service cost $32,383 $30,993 $28,762 $23,509 $21,275 Interest 96,311 93,358 89,222 86,110 82,833 Change of benefit terms ————— Differences between expected and actual experience 40,833 (12,980) 5,748 (446) (4,164) Changes of assumptions (4,262)—— 35,773 2,939 Benefit Payments (including refunds, excluding PRSB)(71,884)(69,246) (64,520) (62,144) (57,666) Net Change in Total Pension Liability $93,381 $42,125 $59,212 $82,802 $45,217 Total Pension Liability - Beginning $1,379,433 $1,337,308 $1,278,096 $1,195,294 $1,150,077 Total Pension Liability - Ending (a)*$1,472,814 $1,379,433 $1,337,308 $1,278,096 $1,195,294 Plan Fiduciary Net Position Employee Contributions $15,493 $13,750 $11,028 $10,515 $10,330 Employer Contributions 22,016 20,144 16,554 14,627 14,609 Net Investment Income (132,625)407,811 20,109 69,389 108,916 Actual Benefit Payments (including Refunds, PRSB)(71,884)(69,246) (64,520) (62,144) (57,666) Administrative & Professional Expense (2,050)(2,059) (1,749) (1,663) (1,619) Net Change in Plan Fiduciary Net Position $(169,050) $370,400 $(18,578) $30,724 $74,570 Plan Fiduciary Net Position - Beginning $1,731,237 $1,360,837 $1,379,415 $1,348,691 $1,274,121 Plan Fiduciary Net Position - Ending (b)$1,562,187 $1,731,237 $1,360,837 $1,379,415 $1,348,691 System Net Pension Liability (Surplus) - (a)-(b)$(89,373) $(351,804) $(23,529) $(101,319) $(153,397) Plan fiduciary net position as a percentage of total pension liability 106.07% 125.50% 101.76% 107.93% 112.83% Covered Payroll**164,642 $154,031 $149,403 $138,396 $128,461 Net Pension Liability (Surplus) as a percentage of covered payroll (54.28)% (228.40)% (15.75)% (73.21)% (119.41)% * In accordance with provisions of GASB 67, the data on the next two pages show Total Pension Liability for the reporting periods from June 30, 2013 through June 30, 2022. ** Covered payroll represents pensionable compensation. Only pensionable compensation that would possibly go into the determination of retirement benefits is included. Note to Schedule: Changes of Assumptions: The calculations above reflect various assumption changes, including the modification of the Board's assumed rate of return to 6.75 percent for use in preparing the June 30, 2022 annual actuarial valuation and other assumption changes based on the triennial experience study for the period from July 1, 2018 through June 30, 2021. Assumption changes prior to June 30, 2022, are also reflected including the modification of the Board's assumed rate of return to 7.00 percent for use in preparing the June 30, 2019, 2020 and 2021 annual actuarial valuation and other assumption changes based on the triennial experience study for the period from July 1, 2015 through June 30, 2018. The calculations above also reflect the assumed rate of return of 7.25 percent for use in preparing the June 30, 2016, 2017 and 2018 annual actuarial valuation and other assumption changes based on the triennial experience study for the period from July 1, 2012 through June 30, 2015 and 7.50 percent for use in preparing the June 30, 2013, 2014 and 2015 annual actuarial valuation and other assumption changes based on the triennial experience study for the period from July 1, 2009 through June 30, 2012 which included changes in assumptions for retirement from active employment, pre-retirement mortality, healthy life post-retirement mortality, disabled life post-retirement mortality, vested termination, disability DROP election, percentage of members married, spouse age difference and salary increases. City of Fresno Employees Retirement System l FINANCIAL Required Supplementary Information Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 54 Schedule of Changes in the Net Pension Liability Continued (Dollars in Thousands) For Fiscal Years Ended June 30, 2013-2022 GASB 67 Basis* Financial Reporting Change in Net Pension Liability 2017 2016 2015 2014 2013 Total Pension Liability Service cost $18,885 $18,687 $18,476 $19,342 $18,903 Interest 79,266 79,762 78,212 77,009 76,279 Change of benefit terms ————— Differences between expected and actual experience 5,263 (24,394) (24,691) (29,889) (11,346) Changes of assumptions —9,612 —— 36,845 Benefit Payments (including refunds, excluding PRSB)(55,550) (52,528) (50,546) (48,580) (47,040) Net Change in Total Pension Liability $47,864 $31,139 $21,451 $17,882 $73,641 Total Pension Liability - Beginning $1,102,213 $1,071,074 $1,049,623 $1,031,741 $958,100 Total Pension Liability - Ending (a)*$1,150,077 $1,102,213 $1,071,074 $1,049,623 $1,031,741 Plan Fiduciary Net Position Employee Contributions $10,181 $9,098 $8,750 $7,946 $7,995 Employer Contributions 15,205 13,060 12,327 11,440 13,330 Net Investment Income 162,373 5,089 33,309 172,773 121,116 Actual Benefit Payments (including Refunds, PRSB)(55,550) (52,529) (50,546) (48,581) (47,040) Administrative & Professional Expense (1,387) (1,346) (1,071) (1,086) (1,138) Net Change in Plan Fiduciary Net Position $130,822 $(26,628) $2,769 $142,492 $94,263 Plan Fiduciary Net Position - Beginning $1,143,299 $1,169,927 $1,167,158 $1,024,666 $930,403 Plan Fiduciary Net Position - Ending (b)$1,274,121 $1,143,299 $1,169,927 $1,167,158 $1,024,666 System Net Pension Liability (Surplus) - (a)-(b)$(124,044) $(41,086) $(98,853) $(117,535) $7,075 Plan fiduciary net position as a percentage of total pension liability 110.79% 103.73% 109.23% 111.20% 99.31% Covered Payroll $119,007 $108,541 $105,820 $103,597 $105,509 Net Pension Liability (Surplus) as a percentage of covered payroll (104.23)% (37.85)% (93.42)% (113.45)% 6.71% City of Fresno Employees Retirement System l FINANCIAL Required Supplementary Information Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 55 Schedule of Employer Contributions Last Ten Fiscal Years (Dollars in Thousands) Fiscal Year Ended June 30 Actuarially Determined Contribution (ADC) Contributions in Relation to the ADC Contribution Deficiency (Excess) Covered Payroll Contributions as a Percentage of Covered Payroll 2022 $22,017 $22,017 $—$164,642 13.37% 2021 20,144 20,144 —154,031 13.08% 2020 16,554 16,554 —149,403 11.08% 2019 14,627 14,627 —138,396 10.57% 2018 14,609 14,609 —128,461 11.37% 2017 15,205 15,205 —119,007 12.78% 2016 13,060 13,060 —108,541 12.03% 2015 12,327 12,327 —105,820 11.65% 2014 11,440 11,440 —103,597 11.04% 2013 13,330 13,330 —105,509 12.63% Schedule of Investment Returns Last Ten Fiscal Years Fiscal Year Annual Money-Weighted Rate of Return Annual Money-Weighted Rate of Return Ending June 30 Gross of Investment Expenses Net of Investment Expense 2022 (7.12)%(7.28)% 2021 30.85%30.43% 2020 1.61%1.26% 2019 5.54%5.20% 2018 8.93%8.57% 2017 14.73%14.35% 2016 0.82%0.53% 2015 3.32%2.93% 2014 17.61%17.16% 2013 13.65%13.20% The Schedule of Investment Returns above shows the annual money-weighted rate of return on the assets of the System, both gross and net of investment expense for ten fiscal years (2013 – 2022). The money-weighted rate of return expresses investment performance adjusted for timing of cash flows and the changing amounts actually invested. These returns differ slightly from the time-weighted rate of returns calculated and reported by the System’s custodian, Northern Trust (shown in the Transmittal Letter on page i and within the Investment Section beginning on page 61) and as independently reported by the System’s investment consulting firm, NEPC, LLC (shown in the Investment Section on pages 67-67). The System’s custodian and investment consulting firm must use time-weighted returns as opposed to money-weighted returns in order to meet Global Investment Performance Standards for the purposes of effectively evaluating and reporting the performance of the System's investment managers. The time-weighted return method is a measure of the compound rate of return of a portfolio over a stated period of time. It requires a set of sub-period returns to be calculated whenever there is an external cash flow, such as a deposit or withdrawal from the portfolio. In essence, it calculates the geometric total and mean return as opposed to the arithmetic total and mean return. This method does not include or have any distortions created when money is deposited or withdrawn from a portfolio. This is in contrast to the money-weighted returns. City of Fresno Employees Retirement System l FINANCIAL Required Supplementary Information Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 56 For Fiscal Years Ended June 30, 2022 and 2021 Actuarial Assumptions The Segal Company, the System’s actuary, performed the most recent annual actuarial valuation as of June 30, 2022, which computes the contribution requirements (employee and employer contributions rates for fiscal year 2024), and determines the funding status of the plan. The fiscal year 2022 contribution rates and assumptions were based on the actuarial valuation as of June 30, 2020; these assumptions are detailed below. Valuation Date:Actuarially determined contribution rates are calculated as of June 30, two years prior to the end of the fiscal year in which contributions are reported. Actuarial Cost Method:Entry Age Actuarial Cost Method Amortization Method:Level percent of payroll. Remaining Amortization Period: Effective with the June 30, 2013 valuation, any new UAAL established on each subsequent valuation as a result of actuarial gains or losses or plan amendments are amortized over separate 15-year declining periods (with the exception of temporary retirement incentives which are amortized over its own declining period of up to 5 years). Any new UAAL established as a result of changes in actuarial assumptions or methods at each valuation is amortized over separate 25-year declining periods. Any actuarial surplus (when the funded ratio is over 110%) will be amortized over a non-declining 30-year period. Asset Valuation Method:Fair value of assets less unrecognized returns from each of the last five years. Unrecognized returns are equal to the difference between the actual market return and the expected return on a fair value basis and are recognized over a five-year period. The Actuarial Value of Assets is reduced by the value of the non-valuation reserves. City of Fresno Employees Retirement System l FINANCIAL Notes to the Required Supplementary Information Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 57 Actuarial Assumptions Continued: Investment Rate of Return: 7.00% Inflation Rate: 2.75% Real Across-the-Board Salary Increase: 0.50% Projected Salary Increases: Ranges from 3.75 percent to 11.25 percent based on years of service. Includes inflation at 2.75% of retirement income, plus real across-the- board salary increase of 0.50% plus merit and promotion increases. Cost-of-Living Adjustments: 2.75 percent of retirement income Other Assumptions: See June 30, 2020 funding valuation report and Section 4 for the service retirement rates after they have been adjusted to treat DROP participation as service retirement. Post-Retirement Mortality Rates: For healthy members and beneficiaries, Pub-2010 General Healthy Retiree Amount-Weighted Mortality Table (separate tables for males and females) times 105%, projected generationally with the two-dimensional mortality improvement scale MP-2018; For disabled members, Pub-2010 Non- Safety Disabled Retiree Amount-Weighted Mortality Table (separate tables for males and females), projected generationally with the two- dimensional mortality improvement scale MP-2018. City of Fresno Employees Retirement System l FINANCIAL Notes to the Required Supplementary Information Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 58 Schedule of Administrative Expenses For Fiscal Years Ended June 30, 2022 and 2021 2022 2021 Personnel Services Staff Salaries $ 757,183 $ 703,244 Fringe Benefits 213,593 200,376 Total Personnel Services $ 970,776 $ 903,620 Professional Services Actuarial $ 101,490 $ 124,419 Legal Counsel 126,484 206,197 Information Systems Services 201,025 207,496 Specialized Services 88,120 104,771 Total Professional Services $ 517,119 $ 642,883 Communication Telephone $ 10,023 $ 12,528 Postage 6,905 5,928 Total Communication $ 16,928 $ 18,456 Rentals Office Rent $ 117,260 $ 114,961 Common Area Maintenance (CAM) Charges 61,200 73,623 Total Rentals $ 178,460 $ 188,584 Other Education and Conference $ 59,385 $ 3,048 Membership & Dues 6,843 6,018 Subscriptions & Publications 616 547 Office Supplies 3,938 5,311 Computer Equipment 4,105 7,992 Equipment Lease 11,373 19,985 Insurance 57,269 37,765 Miscellaneous 8,827 23,223 Reimbursement to City for Inter-Dept Services 74,951 64,591 Depreciation 139,268 136,340 Total Other $ 366,575 $ 304,820 Total Administrative Expenses $ 2,049,858 $ 2,058,363 City of Fresno Employees Retirement System l FINANCIAL Other Supplementary Information Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 59 Schedule of Investment Management Expenses For Fiscal Years Ended June 30, 2022 and 2021 2022 2021 Investment Manager Fees Equity Domestic $ 723,789 $ 1,016,969 International 1,587,523 1,777,948 Fixed Income 622,075 620,503 Alternatives 7,243,765 4,894,685 Real Estate 4,469,568 3,269,848 Total Investment Manager Fees 14,646,720 11,579,953 Other Investment Expenses Foreign Income Taxes & Related Services, Charges 1,827,715 1,558,392 Custodial Services 210,468 283,699 Investment Consultant 151,813 137,949 Investment Legal Counsel 52,868 27,240 Analytical Database Service 77,234 72,229 Total Other Investment Expenses 2,320,098 2,079,509 Total Fees & Other Investment Expenses 16,966,818 13,659,462 Securities Lending Expenses Agent Fees 131,659 48,947 Total Securities Lending Expenses 131,659 48,947 Total Investment Expenses $ 17,098,477 $ 13,708,409 Schedule of Payments To Consultants For Fiscal Years Ended June 30, 2022 and 2021 2022 2021 Actuarial Services $ 101,490 $ 124,419 Audit Services 20,381 20,084 City Information Services 201,025 207,496 Legal Services 126,484 206,197 Medical Consultant 53,148 27,325 Miscellaneous 14,591 57,362 Total Payments to Consultants $ 517,119 $ 642,883 City of Fresno Employees Retirement System l FINANCIAL Other Supplementary Information Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 60 We promise to carry out our Mission through a competent, professional, impartial and open decision- making process. In providing benefits and services, all persons will be treated fairly, with courtesy and respect. INVESTMENT 62 Investment Report from the Retirement Administrator 67 Investment Consultant’s Report 69 Investment Results (Gross and Net of Fees) 71 Target Asset Allocation and Actual Asset Allocation 73 Largest Stock and Bond Holdings 74 Schedule of Commissions 74 Investment Summary Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 61 Investment Report from the Retirement Administrator For the Years June 30, 2022 and 2021 Analysis of Our Portfolio in Fiscal Year 2022 The Retirement Board’s (the Board) responsibility, as a long-term investor, is to manage in and through the global financial market environments as they unfold. Our Board understands the City of Fresno Employees Retirement System's (the System) portfolio requires a sound and stable strategy for meeting investment goals over the long-term with appropriate risk levels and controls. Fiscal year 2022 encountered a confluence of events that were both unusual and unprecedented in nature: inflation, war, supply chain disruptions, and the lingering effects of a global pandemic. An estimated $9 trillion in wealth was erased as stocks and bonds approached bear market territory in the first six months of the calendar year. It was the worst start to a year for global markets in over forty years. Inflation hit multi-decade highs while the Federal Reserve embarked on a mission to get it under control through consistent interest rate hikes and other tools at its disposal. Supply chains remain snarled due to policies in manufacturing centric countries and unemployment is still above pre-pandemic levels but continues to decrease. From an economic perspective, midstream energy, real estate, and infrastructure all provided hedges to inflation as expected. From a profit and loss perspective, the total fund decreased by $356 million in fair value mainly due to public market drawdowns. The strategic asset allocation that went into effect July 1, 2021 continues to diversify the portfolio over the long-term with all major asset class groupings now defined by ‘beta group’ for risk management purposes. Other changes included adding a new asset class called ‘Multi Assets’ and terminating the domestic small cap and emerging market equity mandates. The System generated a net return of -7.4% and underperformed its policy benchmark by 0.80% in Fiscal Year 2022, as reported by its custodian Northern Trust using a time weighted rate of return based on fair value, this basis was used for all return data presented within this section. The System underperformed its assumed rate of return by 14.4%. Across longer investment horizons, the System has outperformed its assumed rate of return and policy benchmark. Investment Performance The System earned a gross return of -7.18%. The table below highlights the performance of each major asset class provided by the System's custodian, Northern Trust. These returns may differ slightly from the performance reported by the System's investment consultant due to rounding: Asset Class Gross Return Net Return Total Fund (7.18)% (7.44)% Domestic Equity (15.63)% (15.74)% International Equity (26.56)% (26.82)% Rates/Credit (4.59)% (4.73)% Real Assets 24.22% 23.73% Multi-Assets 14.76% 13.96% Fiscal Year End Fund Value $1,562,187,480 City of Fresno Employees Retirement System l INVESTMENT Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 62 The System’s, 10, 15 and 20-year long-term gross returns of 8.53, 6.09 and 7.63 percent, respectively, illustrate the System’s ability to achieve our long-term objectives over extended periods. Meanwhile, the System remains highly funded and well positioned to serve our members and retirees. The principal goals of the System’s Board in managing the System’s Investment Portfolio are the following: 1) To fund the System’s benefit payments; 2) To assume a prudent risk posture to minimize the cost of meeting the obligations of the System; 3) To comply with legal statutes and regulations; and 4) To maintain a fully funded pension status. Presented in the graph below are the System’s Total Fund returns versus NEPC, LLC’s InvestorForce (IF) Public Funds Universe (Gross of Fee), for plans with $1 billion or more in assets: Period Ending June 30Percentage %City of Fresno Retirement Systems Fiscal Year Total Fund and Median Fund Annual Returns Fresno Total Fund (Gross of Fees)Weighted Benchmark Indexes IF Median Public Pension Fund 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 -10% -5% 0% 5% 10% 15% 20% 25% 30% 35% City of Fresno Employees Retirement System l INVESTMENT Investment Report from the Retirement Administrator Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 63 Summary of Portfolio Results The fiscal year ended June 30, 2022, marked an extraordinarily volatile year which was overwhelmed by exogenous economic events and resulted in only the second negative performing fiscal year for the System in 11 years. The System experienced a total gross return of negative 7.18 percent for the fiscal year ended June 30, 2022, under performing the System’s actuarial interest rate assumption of 7.00 percent by 14.18 percent and under performing the System’s policy benchmark (a weighted average of the fund’s asset classes and their respective benchmarks) return of negative 6.66 percent by 0.52 percent. The System’s ten-year annualized returns averaged 8.53 percent, outperforming its policy benchmarks return of 7.79 percent for the period by 0.74 percent. Over the longer term, our investment results remain sound with annualized returns of 7.63 percent and 7.35 percent, respectively, over the past twenty and twenty-five years. After paying all benefits and expenses of the System, the year-end value of the System reached $1.562 billion. General Information The System’s investment assets are managed by external investment management firms. Professional investment consultants, along with staff, closely monitor the activity of these managers and assist the Board with the implementation of investment policies and long-term strategies. The System’s goal is to fund benefit payments, while assuming a risk posture that is consistent with the Board’s risk tolerance, protecting against loss of purchasing power by achieving rates of return above inflation, and to maintain a fully funded pension status. Summary of General Investment Guidelines, Policies and Procedures The Board, having the sole and exclusive authority and fiduciary responsibility for the administration of the System and its assets, has adopted an Investment Policy Statement which reflects the Board’s policies for management of the System’s investments. The Board reserves the right to amend, supplement or rescind this statement at any time. This Investment Policy Statement establishes the investment program goals and policies, asset allocation policies, and beliefs. It also defines the principal duties of the Board, staff, investment managers, master custodian and consultants. An integral part of the overall investment policy is the strategic asset allocation policy. This allocation mix is designed to provide return expectations that reflect expected risk. This emphasizes a maximum diversification of the portfolio that protects the System from declines that a particular asset class may experience in a given period. Both traditional assets (equities and fixed income) and non-traditional assets (real estate, infrastructure, midstream energy, private equity, and private debt) are included in the mix. Total portfolio return, over the long-term, is directed toward achieving and maintaining a fully funded status for the System. Prudent risk taking is warranted within the context of overall portfolio diversification to meet this objective. All activities will be conducted so as to serve the best interests of the System’s members and beneficiaries. City of Fresno Employees Retirement System l INVESTMENT Investment Report from the Retirement Administrator Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 64 Summary of Proxy Voting Guidelines and Procedures In recognition of its duty to manage retirement plan assets in the best interest of the plan participants, the Board has established proxy voting guidelines and procedures which are intended to assist in the faithful discharge of the Board’s duty to vote proxies on behalf of plan participants. These guidelines consist of preferences with respect to specific, recurring proxy-voting issues followed by a general statement of voting policies. The System will at all times strive to cast proxy votes so as to advance the overall good of the System. Specific Investment Results by Asset Classification As of June 30, 2022, the System’s portfolio was slightly under-weight in total equities, with 43.9 percent in total equities versus the target of 48.0 percent. Domestic equities were slightly under-weight with 22.5 percent versus the target of 25.0 percent, and international equity with 21.4 percent developed was slightly under-weight the international equities target of 23.0 percent. Fixed income with 16.0 percent met its target of 16.0 percent and real estate at 15.0 percent was 1.0 percent over- weight its target of 14.0 percent. Alternative investments represented 25.1 percent of the System's portfolio, which is 3.1 percent over-weight of its target of 22.0 percent. The investments were further diversified into the following asset classes and target percentages: Asset Classification Actual Target Domestic Equities: Large-Cap 22.5% 25.0% International Equities: Developed Markets 21.4% 23.0% Fixed Income: Domestic Fixed Income 12.7% 13.0% High Yield Fixed Income 3.3%3.0% Real Estate: Core Real Estate 9.9%10.0% Value Add Real Estate/REITs 5.1%4.0% Alternatives: Infrastructure 5.0%5.0% Midstream Energy (MLP's)4.5%4.0% Private Equity 4.5%3.0% Private Debt 11.1% 10.0% Total 100.0% 100.0% City of Fresno Employees Retirement System l INVESTMENT Investment Report from the Retirement Administrator Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 65 This asset class diversification allows the Retirement Board’s to monitor and adjust its risk in accordance with its Investment Policy Statement. The investment returns presented herein are based on the modified Dietz rate of return methodology. As Fiscal Year 2022 came to a close, inflation, rising interest rates, and war caused havoc for global investors. These uncertainties provide little comfort to asset allocators in the near-term. Market participants expect excess liquidity to continue being removed in an orderly and structured manner. Widespread adoption of vaccines allowed countries the opportunities to ease lockdowns and return to some sort of normalcy. A rotation trade saw quality and value stocks continue to outperform growth-oriented assets which became synonymous with the multi-decade low interest rate regime. The System earned negative absolute and relative returns; however, it continues to diversify across strategies and regions. Respectfully submitted, Signature Robert T. Theller, Esq. Retirement Administrator November 29, 2022 City of Fresno Employees Retirement System l INVESTMENT Investment Report from the Retirement Administrator Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 66 Investment Consultant’s Report City of Fresno Employees Retirement System l INVESTMENT Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 67 City of Fresno Employees Retirement System l INVESTMENT Investment Consultant's Report Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 68 Investment Results Gross of Fees Ending June 30, 2022 Fair Value ($) % of Portfolio 1 Yr (%) 3 Yrs (%) 5 Yrs (%) 10 Yrs (%) Total Fund 3,449,604,647 100.00 -7.12 7.28 7.25 8.53 Policy Index -6.71 6.22 6.49 7.79 InvMetrics Public DB > $1B Gross Median -7.38 6.22 6.94 8.06 Total Equity Composite 1,672,135,695 48.47 -18.48 6.30 7.00 9.46 MSCI AC World Index (Net)-15.75 6.21 7.00 8.76 InvMetrics Public DB Global Equity Median -16.76 5.88 6.78 9.33 Domestic Equity Composite 775,856,813 22.49 -15.65 9.10 9.82 12.31 Domestic Equity Index -16.96 8.34 9.16 11.79 InvMetrics Public DB US Equity Median -13.58 9.37 10.40 12.46 Private Equity 159,943,989 4.64 29.14 22.02 0.00 0.00 Private Equity Index 7.89 15.47 14.44 14.66 International Equity Composite 736,334,893 21.35 -26.90 1.05 2.85 5.94 International Equity Index -20.63 1.69 2.68 5.27 InvMetrics Public DB Global ex-US Equity Median -20.45 1.67 3.26 5.62 Total Fixed Income Composite 930,827,763 26.98 -4.51 3.20 3.92 4.18 Fixed Income Index -6.55 1.25 2.49 3.10 Blmbg. U.S. Aggregate Index -10.29 -0.94 0.88 1.54 InvMetrics Public DB Fixed Income Median -9.53 0.19 1.73 2.69 Core Fixed Composite 433,664,427 12.57 -10.78 -0.38 1.48 2.38 Blmbg. U.S. Aggregate Index -10.29 -0.94 0.88 1.54 InvMetrics Public DB US Fixed Income Median -10.07 0.11 1.77 2.43 High Yield Composite 115,219,991 3.34 -15.13 -0.02 1.95 4.66 Blmbg. U.S. Corp: High Yield Index -12.81 0.21 2.10 4.47 InvMetrics Public DB US Fixed Income Median -10.07 0.11 1.77 2.43 Private Credit 381,943,345 11.07 10.07 10.05 9.35 0.00 Private Credit Index -10.63 0.74 3.53 0.00 Real Assets 690,352,783 20.01 24.21 10.80 9.48 10.61 Real Estate Index 28.65 11.96 9.52 10.32 InvMetrics Public DB Real Estate Public & Private Median 24.43 11.10 9.90 10.73 Private Real Estate Composite 179,285,654 5.20 27.50 13.15 13.98 13.92 NCREIF ODCE 29.51 12.66 10.54 11.16 Infrastructure 170,977,582 4.96 6.51 6.21 0.00 0.00 CPI + 4% (Unadjusted)13.42 9.17 8.03 6.69 Midstream Energy 155,715,517 4.51 14.77 5.04 0.00 Alerian Midstream Energy Index 11.42 6.38 5.22 0.00 Cash & Equivalents Composite 572,888 0.02 9.51 3.71 2.95 1.61 90 Day U.S. Treasury Bill 0.17 0.63 1.11 0.63 Calculations are prepared by NEPC, LLC using a time-weighted rate of return based on fair values. City of Fresno Employees Retirement System l INVESTMENT Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 69 Investment Results (Continued) Net of Fees Ending June 30, 2022 Fair Value ($) % of Portfolio 1 Yr (%) 3 Yrs (%) 5 Yrs (%) 10 Yrs (%) Total Fund $ 3,449,604,647 100.00 -7.24 6.99 6.95 8.17 Policy Index -6.71 6.22 6.49 7.79 InvMetrics Public DB > $1B Gross Median -7.54 5.99 6.34 7.54 Total Equity Composite 1,672,135,695 48.47 -18.57 6.26 6.97 9.44 MSCI AC World Index (Net)-15.75 6.21 7.00 8.76 InvMetrics Public DB Global Equity Median -17.11 5.77 6.65 8.89 Domestic Equity Composite 775,856,813 22.49 -15.73 8.91 9.60 12.04 Domestic Equity Index -16.96 8.34 9.16 11.79 InvMetrics Public DB US Equity Median -14.24 9.09 9.98 12.06 Private Equity 159,943,989 4.64 29.14 22.02 0.00 0.00 Private Equity Index 7.89 15.47 14.44 14.66 International Equity Composite 736,334,893 21.35 -27.10 0.73 2.50 5.55 International Equity Index -20.63 1.69 2.68 5.27 InvMetrics Public DB Global ex-US Equity Median -20.66 1.40 2.65 5.13 Total Fixed Income Composite 930,827,763 26.98 -4.58 3.18 3.91 4.17 Fixed Income Index -6.55 1.25 2.49 3.10 Blmbg. U.S. Aggregate Index -10.29 -0.94 0.88 1.54 InvMetrics Public DB Fixed Income Median -9.57 0.02 1.41 2.42 Core Fixed Composite 433,664,427 12.57 -10.89 -0.53 1.34 2.22 Blmbg. U.S. Aggregate Index -10.29 -0.94 0.88 1.54 InvMetrics Public DB US Fixed Income Median -10.22 -0.16 1.35 2.17 High Yield Composite 115,219,991 3.34 -15.44 -0.46 1.48 4.16 Blmbg. U.S. Corp: High Yield Index -12.81 0.21 2.10 4.47 InvMetrics Public DB US Fixed Income Median -10.22 -0.16 1.35 2.17 Private Credit 381,943,345 11.07 10.07 10.05 9.35 0.00 Private Credit Index -10.63 0.74 3.53 0.00 Real Assets 690,352,783 20.01 24.09 10.76 9.46 10.60 Real Estate Index 28.65 11.96 9.52 10.32 InvMetrics Public DB Real Estate Public & Private Median 24.16 10.92 9.36 10.07 Private Real Estate Composite 179,285,654 5.20 27.50 13.15 13.98 13.48 NCREIF ODCE 29.51 12.66 10.54 11.16 Infrastructure 170,977,582 4.96 6.30 6.14 0.00 0.00 CPI + 4% (Unadjusted)13.42 9.17 8.03 6.69 Midstream Energy 155,715,517 4.51 14.17 4.34 0.00 0.00 Alerian Midstream Energy Index 11.42 6.38 5.22 0.00 Cash & Equivalents Composite 572,888 0.02 9.51 3.71 2.95 1.61 90 Day U.S. Treasury Bill 0.17 0.63 1.11 0.63 Calculations are prepared by NEPC, LLC using a time-weighted rate of return based on fair values. City of Fresno Employees Retirement System l INVESTMENT Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 70 Target and Actual Asset Allocation As of June 30, 2022 Asset Class Current Target Allocation Range Actual Domestic Large Cap Equities 25.0% 15.0% - 36.0% 22.5% International Developed Market Equities 23.0% 10.0% - 25.0% 21.4% Core Fixed Income 13.0% 5.0% - 20.0% 12.7% High Yield Bonds*3.0% 0.0% - 5.0% 3.3% Core Real Estate 10.0% 5.0% - 15.0% 9.9% Value Add Real Estate/REITs 4.0% 2.0% - 8.0% 5.1% Infrastructure 5.0% 2.0% - 10.0% 5.0% Midstream Energy (MLPs)4.0% 0.0% - 7.0% 4.5% Private Equity 3.0% 0.0% - 10.0% 4.5% Private Debt 10.0% 5.0% - 20.0% 11.1% * 1% High Yield Bonds Managed Within Domestic Fixed Income Target Asset Allocation As of June 30, 2022 Domestic Large Cap Equities: 25.0% International Developed Market Equities: 23.0% Core Fixed Income: 13.0% High Yield Bonds: 3.0% Core Real Estate: 10.0% Value Add Real Estate/REITs: 4.0% Infrastructure: 5.0% MLPs: 4.0% Private Equity: 3.0% Private Debt: 10.0% City of Fresno Employees Retirement System l INVESTMENT Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 71 Actual Asset Allocation As of June 30, 2022 Domestic Large Cap Equities: 22.5% International Developed Market Equities: 21.4% Core Fixed Income: 12.7% High Yield Bonds: 3.3% Core Real Estate: 9.9% Value Add Real Estate/REITs: 5.1% Infrastructure: 5.0% MLPs: 4.5% Private Equity: 4.5%Private Debt: 11.1% City of Fresno Employees Retirement System l INVESTMENT Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 72 Largest Stock Holdings (by Fair Value) As of June 30, 2022 Shares Stock Holding Fair Value 1) 943,284 MLP ENERGY TRANSFER LP COMMON UNITS REP $ 9,413,977 2) 68,308 CHENIERE ENERGY INC COM NEW 9,087,009 3) 264,014 MLP MPLX LP COM UNIT REPSTG LTD PARTNER 7,696,011 4) 123,134 TARGA RES CORP COM 7,347,416 5) 261,171 MLP ENTERPRISE PRODS PARTNERS L P COM 6,364,741 6) 222,919 WESTERN MIDSTREAM PARTNERS L P COM UNIT 5,419,169 7) 298,047 TAIWAN SEMICONDUCTOR MANUFACTURING TWD10 4,771,400 8) 37,874 NESTLE SA CHF0.10(REGD) 4,408,674 9) 398,090 AIA GROUP LIMITED NPV 4,314,737 10) 79,526 SAMSUNG ELECTRONICS CO KRW5000 3,491,191 Total Largest Stock Holdings $ 62,314,325 Largest Bond Holdings (by Fair Value) As of June 30, 2022 Share/Par Coupon Maturity Value Bond Holding Rate Date Fair Value 1) 4,210,650 UNITED STATES OF AMER TREAS NOTES .75% 0 0.750% 2026/08/31 $ 3,832,679 2) 4,024,501 FEDERAL HOME LN MTG CORP POOL #SD7526 2.500% 2050/10/01 3,661,897 3) 3,856,947 FNMA POOL #FM8308 2.0% DUE 07-01-2051 2.000% 2051/07/01 3,366,496 4) 2,919,793 FNMA 3.5% 04-01-2052 3.500% 2052/04/01 2,822,956 5) 2,620,915 UNITED STATES TREAS NTS WIT 0 1/4 0.375% 2024/08/15 2,479,324 6) 2,503,324 UNITED STS TREAS NTS .875% 0.875% 2026/06/30 2,298,071 7) 2,618,654 UNITED STATES TREAS BDS 2.25% 2.250% 2041/05/15 2,185,144 8) 2,227,891 UNITED STATES TREAS NTS WIT 0 3/4 0.750% 2026/04/30 2,042,349 9) 1,992,894 FNMA POOL #BT2170 FLT RT DUE 03-01-2052 1.980% 2052/03/01 1,835,887 10) 1,983,212 UNITED STATES OF AMER TREAS NOTES .625% 0.625% 2026/07/31 1,798,525 Total Largest Bond Holdings $ 26,323,328 A complete list of portfolio holdings is available upon request. City of Fresno Employees Retirement System l INVESTMENT Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 73 Schedule of Commissions For The Fiscal Year Ended June 30, 2022 Total Number of Commission Brokerage Firm Commissions Shares Cost/Share NATIONAL FINANCIAL SERVICES LLC $ 40,883 4,039,382 $ 0.0101 B.RILEY & CO. LLC 17,550 597,375 0.0294 BARCLAYS CAPITAL 12,145 10,018,035 0.0012 UBS SECURITIES ASIA LIMITED 10,981 21,382,216 0.0005 JEFFERIES INTERNATIONAL LTD 8,777 1,004,554 0.0087 HSBC SECURITIES (USA) INC. 8,668 14,318,987 0.0006 UBS AG LONDON BRANCH 8,072 2,634,280 0.0031 CREDIT SUISSE INTERNATIONAL 8,038 783,710 0.0103 MORGAN STANLEY AND CO., LLC 7,417 89,461,729 0.0001 GOLDMAN, SACHS AND CO. 6,799 62,779,580 0.0001 $ 129,330 207,019,848 $ 0.0006 All Other Brokerage Firms 182,685 816,029,913 0.0002 TOTAL $ 312,015 1,023,049,761 $ 0.0003 Investment Summary For The Fiscal Year Ended June 30, 2022 Investment Value Percent of Fund Investment Management Fees Equity Domestic $ 477,241,474 30.4% $ 723,789.31 International Developed Market 200,487,360 12.7% 1,587,523.29 Fixed Income 260,746,601 16.6% 622,075 Alternatives 383,779,806 24.5% 7,243,765.03 Real Estate 241,009,925 15.4% 4,469,567.66 Short-term Investments 5,930,097 0.4% — Total $ 1,569,195,263 100.0% $ 14,646,720.29 City of Fresno Employees Retirement System l INVESTMENT Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 74 Assets will be invested and administered to balance the need to control risk with superior performance. We expect excellence in all activities. We will also be accountable and act in accordance with the law. ACTUARIAL 76 Actuarial Certification Letter 79 Summary of Actuarial Assumptions and Funding Method 81 Probabilities of Separation Prior to Retirement 82 Schedule of Active Member Valuation Data 83 Schedule of Retirees and Beneficiaries Added to or Removed from Rolls 84 Solvency Test 85 Actuarial Analysis of Financial Experience 85 Schedule of Funding Progress 86 Major Benefit Provisions of the Retirement System 87 History of Employer Net Contribution Rates City of Fresno Employees Retirement System l ACTUARIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 75 Actuarial Certification Letter City of Fresno Employees Retirement System l ACTUARIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 76 City of Fresno Employees Retirement System l ACTUARIAL Actuarial Certification Letter Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 77 City of Fresno Employees Retirement System l ACTUARIAL Actuarial Certification Letter Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 78 Summary of Actuarial Assumptions and Funding Method These actuarial assumptions and methods based on June 30, 2022 data were adopted by the City of Fresno Employees Retirement System (the System) Retirement Board on November 22, 2022, and are effective for July 1, 2023. Assumptions Valuation Interest Rate: 6.75% Inflation:2.50% Post-Retirement Mortality (a) Service Retirement Pub-2010 General Healthy Retiree Amount-Weighted Mortality Table (separate tables for males and females) with rates increased by 5%, projected generationally with the two-dimensional mortality improvement scale MP-2021. (b) Beneficiaries Beneficiaries not currently in Pay Status • Pub-2010 General Healthy Retiree Amount-Weighted Mortality Table (separate tables for males and females) with rates increased by 5%, projected generationally with the two-dimensional mortality improvement scale MP-2021. Beneficiaries in Pay Status • Pub-2010 General Contingent Survivor Amount-Weighted Mortality Table (separate tables for males and females) with rates increased by 5%, projected generationally with the two-dimensional mortality improvement scale MP-2021. (c) Disability Retirement Pub-2010 Non-Safety Disabled Retiree Amount- Weighted Mortality Table (separate tables for males and females with rates decreased by 5%, projected generationally with the two-dimensional mortality improvement scale MP-2021. The Pub-2010 mortality tables and adjustments as shown above reasonably reflect the mortality experience as of the measurement date. These mortality tables were adjusted to future years using the generational projection to reflect future mortality improvement between the measurement date and those years. Pre-Retirement Mortality Based upon the Analysis of Actuarial Experience during the period July 1, 2018 through June 30, 2021. Withdrawal Rates Based upon the Analysis of Actuarial Experience during the period July 1, 2018 through June 30, 2021. Disability Rates Based upon the Analysis of Actuarial Experience during the period July 1, 2018 through June 30, 2021. Service Retirement Rates Based upon the Analysis of Actuarial Experience during the period July 1, 2018 through June 30, 2021. Assets Five-year smoothed recognition of realized and unrealized capital gains and losses greater or lesser than the actuarial assumed rate of return. City of Fresno Employees Retirement System l ACTUARIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 79 Summary of Actuarial Assumptions and Funding Method Continued Funding Method The System’s liability is being funded on the Entry Age Normal Actuarial Cost method. Entry age is the age of the member on their hire date. Normal Cost and Actuarial Accrued Liability are compensation, as if the current benefit formulas have always been in effect (i.e., “replacement life”). The System’s funding policy for determining Total Pension Liability (for funding purposes) uses a version of the Entry Age method whereby the Actuarial Accrued Liability is fully accrued when a member retires from employment after participating in DROP (Deferred Retirement Option Program). While for financial reporting purposes only, in accordance with GASB 67 provisions, for determining Total Pension Liability, the Actuarial Accrued Liability is fully accrued when a member either enters DROP or is expected to elect DROP (See page 28 of the Financial Section and pages 56 and 57 of the Required Supplementary Information on the different actuarial assumptions used for financial reporting versus funding progress). DROP Rates 1st year eligible 30% participation 2nd year eligible 15% participation 3rd and 4th year eligible 10% participation 5th year eligible 15% participation 6th year eligible 10% participation Thereafter 0% participation Members are assumed to remain in DROP for six years. Marriage Rates It is assumed that 80% of all male members and 55% of all female members will be married at retirement. Age of Spouse Male members are three years older than their spouses. Female members are two years younger than their spouses. Cost-of-Living Adjustment (COLA) Assumption 3.00% per year; Retiree COLA increases due to Consumer Price Index (CPI) are limited to maximum at 3.00% per year. Ultimate Salary Scale Salary Scale is made up of merit and longevity, and inflation components. The inflation component is equal to 2.50%; plus 0.50% real across-the-board salary increase. The merit and promotion component varies by service and is illustrated below: Years of Service Merit and Promotion Assumption (%) < 1 year 8.50% 1 - 2 years 6.25% 2 - 3 years 4.75% 3 - 4 years 4.25% 4 - 5 years 3.50% 5 - 6 years 2.50% 6 - 7 years 1.75% 7 - 10 years 1.50% 10 - 15 years 1.25% 15 - 19 years 1.00% City of Fresno Employees Retirement System l ACTUARIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 80 Probabilities of Separation Prior to Retirement Mortality Rate (%) Age Male Female 25 0.03 0.01 30 0.04 0.01 35 0.05 0.02 40 0.07 0.04 45 0.10 0.06 50 0.15 0.08 55 0.22 0.12 60 0.32 0.19 65 0.47 0.30 70 0.70 0.49 All pre-retirement deaths are assumed to be non-service connected. Disability Rate (%) Age All Members 20 0.00 25 0.00 30 0.00 35 0.30 40 0.30 45 0.30 50 0.70 55 1.20 60 3.10 65 3.10 70 7.00 All disabilities are assumed to be non-service connected. Termination Rate (%) Years of Service Age Less than 1 1 - 2 2 - 3 3 - 4 4 - 5 5 & Above 20 15.00 15.00 13.00 12.00 12.00 12.00 25 13.00 10.00 10.00 10.00 10.00 8.00 30 13.00 8.00 7.00 7.00 6.00 6.00 35 13.00 7.00 6.00 6.00 5.00 5.00 40 13.00 6.00 5.00 5.00 3.00 3.00 45 13.00 6.00 5.00 5.00 3.00 3.00 50+13.00 6.00 5.00 5.00 3.00 0.00 Members with less than five years of service: 90% of are assumed to elect a withdrawal of contributions. The remaining members are assumed to elect a deferred vested benefit. No termination is assumed after a member is assumed to retire. Members with five or more years of service: 40% of are assumed to elect a withdrawal of contributions. The remaining members are assumed to elect a deferred vested benefit. No termination is assumed after a member is assumed to retire City of Fresno Employees Retirement System l ACTUARIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 81 Schedule of Active Member Valuation Data % Increase Valuation Annual Annual (Decrease) Date Active/DROP Number Payroll Average Pay in Average Pay June 30, 2022 Active Members 2,157 $ 150,701,875 $ 69,866 1.6% DROP Participants 274 20,973,759 76,547 4.6% Totals 2,431 $ 171,675,634 $ 70,619 June 30, 2021 Active Members 2,009 $ 138,130,869 $ 68,756 1.6% DROP Participants 304 22,241,215 73,162 1.6% Totals 2,313 $ 160,372,084 $ 69,335 June 30, 2020 Active Members 1,952 $ 132,156,485 $ 67,703 4.6% DROP Participants 336 24,198,036 72,018 5.4% Totals 2,288 $ 156,354,521 $ 68,337 June 30, 2019 Active Members 1,890 $ 122,353,908 $ 64,738 4.9% DROP Participants 338 23,103,904 68,355 3.9% Totals 2,228 $ 145,457,812 $ 65,286 June 30, 2018 Active Members 1,812 $ 111,852,669 $ 61,729 3.4% DROP Participants 351 23,093,533 65,794 3.3% Totals 2,163 $ 134,946,202 $ 62,388 June 30, 2017 Active Members 1,715 $ 102,354,521 $ 59,682 4.4% DROP Participants 370 23,560,592 63,677 3.9% Totals 2,085 $ 125,915,113 $ 60,391 June 30, 2016 Active Members 1,592 $ 91,007,785 $ 57,166 (1.1%) DROP Participants 366 22,428,051 61,279 1.3% Totals 1,958 $ 113,435,836 $ 57,935 June 30, 2015 Active Members 1,524 $ 88,090,729 $ 57,802 (0.5%) DROP Participants 364 22,015,866 60,483 (0.5%) Totals 1,888 $ 110,106,595 $ 58,319 June 30, 2014 Active Members 1,512 $ 87,842,034 $ 58,097 (3.8%) DROP Participants 347 21,100,432 60,808 (3.6%) Totals 1,859 $ 108,942,466 $ 58,603 June 30, 2013 Active Members 1,528 $ 92,244,313 $ 60,369 3.2% DROP Participants 311 19,610,437 63,056 0.7% Totals 1,839 $ 111,854,750 $ 60,824 City of Fresno Employees Retirement System l ACTUARIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 82 Schedule of Retirees and Beneficiaries Added to or Removed from Rolls Added to Rolls Removed from Rolls Rolls at Fiscal Year End Fiscal Year Ended June 30 Number Annual Allowance Number Annual Allowance Number Annual Allowance Average Annual Allowance % Increase / (Decrease) in Retiree Allowance June 30, 2022 130 $1,999,381 (92) $(837,691) 2,167 $70,239,143 $32,413 2.24 June 30, 2021 106 $1,787,137 (53) $(897,401) 2,129 $67,497,485 $31,704 3.50 June 30, 2020 95 $1,796,078 (54) $(655,652) 2,076 $63,591,967 $30,632 2.50 June 30, 2019 120 $1,905,246 (55) $(672,253) 2,035 $60,814,434 $29,884 4.68 June 30, 2018 114 $1,570,066 (60) $(834,397) 1,970 $56,241,911 $28,549 0.64 June 30, 2017 135 $1,458,929 (68) $(786,272) 1,916 $54,350,851 $28,367 2.44 June 30, 2016 123 $1,578,451 (64) $(898,105) 1,849 $51,198,523 $27,690 1.00 June 30, 2015 103 $1,402,353 (62) $(718,791) 1,790 $49,072,063 $27,415 1.21 June 30, 2014 110 $1,518,754 (61) $(686,326) 1,749 $47,376,551 $27,088 0.36 June 30, 2013 104 $1,607,660 (66) $(825,889) 1,700 $45,883,057 $26,990 4.72 City of Fresno Employees Retirement System l ACTUARIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 83 Solvency Test (In thousands) Portion of Accrued Liabilities Aggregate Accrued Liabilities for Covered by Reported Asset Valuation Date As Of June 30 Active Member Contributions Retirees and Beneficiaries (Includes Deferred Vested) Active Members (Employer Financed Portion) Actuarial Valuation Value of Assets Active Member Contributions Retirees and Beneficiaries (Includes Deferred Vested) Active Members (Employer Financed Portion) 6/30/2022 $107,780 $931,923 $232,059 $1,449,730 100% 100% 100% 6/30/2021 102,090 870,147 217,743 1,380,265 100% 100% 100% 6/30/2020 97,041 847,631 210,388 1,269,173 100% 100% 100% 6/30/2019 92,076 819,374 195,210 1,238,651 100% 100% 100% 6/30/2018 87,404 798,382 161,906 1,202,691 100% 100% 100% 6/30/2017 84,476 768,142 161,066 1,145,061 100% 100% 100% 6/30/2016 84,142 736,665 156,102 1,087,125 100% 100% 100% 6/30/2015 85,644 704,462 170,258 1,049,093 100% 100% 100% 6/30/2014 85,712 694,761 169,801 993,641 100% 100% 100% 6/30/2013 86,768 663,832 184,347 933,722 100% 100% 100% City of Fresno Employees Retirement System l ACTUARIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 84 Actuarial Analysis of Financial Experience (Dollars in Millions) Plan Years 2022 2021 2020 2019 2018 2017 2016 2015 2014 2013 Prior Valuation Actuarial Accrued Liability $1,190 $1,155 $1,107 $1,048 $1,014 $977 $960 $950 $935 $872 Expected Increase from Prior Valuation — — — — — — — — — — Salary Increase (Greater) Less than Expected 4 (3) 3 5 1 5 (7) (11) (17) (3) Asset Return (Less) Greater than Expected — — — — — — — — — — COLA Increase Greater (Less) than Expected 40 (9) (3) (8) (6) (7) (18) (18) (10) (9) Other Experience 3 3 6 3 (2) 3 (6) (2) (1) (2) Economic Assumption Changes (10) — — 21 3 — 8 — — 33 Noneconomic Assumption Changes — — — — — — — — — — Normal Cost 34 33 31 26 24 21 22 22 23 22 Interest 82 80 76 74 72 70 71 70 69 69 Payments (71) (69) (65) (62) (58) (55) (52) (51) (49) (47) Change in Valuation Programs and Methods — — — — — — (1) — — — Ending Actuarial Accrued Liability $1,272 $1,190 $1,155 $1,107 $1,048 $1,014 $977 $960 $950 $935 Schedule of Funding Progress (Dollars in Millions) (6) (1)(2)(4)Prefunded / Actuarial Actuarial (3) Prefunded / (5) (Unfunded AAL) Actuarial Valuation Accrued Percentage (Unfunded Annual Percentage of Valuation Value of Liability Funded AAL) Covered Covered Payroll As of June 30 Assets (AAL) (1) / (2) (2) - (1) Payroll [(2) - (1)] / (5) 2022 $1,450 $1,272 114.0%$178 $172 103.70% 2021 $1,380 $1,190 116.0%$190 $160 118.70% 2020 $1,269 $1,155 109.9%$114 $156 73.00% 2019 $1,239 $1,107 111.9%$132 $145 90.70% 2018 $1,203 $1,048 114.8%$155 $135 114.90% 2017 $1,145 $1014 113.0%$131 $126 104.30% 2016 $1,087 $977 111.3%$110 $113 97.20% 2015 $1,049 $960 109.2%$89 $110 80.60% 2014 $994 $950 104.6%$43 $109 39.80% 2013 $934 $935 99.9%($1)$112 (1.10%) City of Fresno Employees Retirement System l ACTUARIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 85 Major Benefit Provisions of the Retirement System ELIGIBLE EMPLOYEES All non-Fire and Police employees who enter service after July 1, 1952, and are certified from a civil service list for permanent employment. FINAL AVERAGE SALARY (FAS) Highest three consecutive-year average using the rate of pay in effect at the time of retirement. NORMAL RETIREMENT Requirement: age 55 and 5 years of service. Benefit: Sum of (1) and (2) times (3) (1) 2% of FAS times years of service, not-to-exceed 25 years (2) 1% of FAS times years of service in excess of 25 years (3) RETIREMENT AGE FACTOR TABLE Age Factor Age Factor 55 1.000 61 1.140 56 1.020 62 1.180 57 1.040 63 1.220 58 1.060 64 1.260 59 1.080 65 1.300 60 1.100 Add .01 for every quarter after age 65 EARLY RETIREMENT PROVISION An employee who is age 50 with 5 years of continuous service may elect an early retirement and shall have his or her retirement allowance reduced by the early retirement actuarial adjustment factor. DEFERRED RETIREMENT OPTION PROGRAM (DROP) An employee who is age 55 with 5 years of service may enter DROP. The eligibility age may be reduced to age 50 with 5 years of service if the employee elects an early retirement. Retirement amount is calculated and monthly deposits are made to the employee’s DROP account while the employee continues to work up to maximum of 10 years. DISABILITY RETIREMENT Requirement: 10 years of service. Benefit: 1.8 percent times FAS times years of service, if exceeds 1/3 of FAS; or 33-1/3%, or service retirement, if higher. MEMBER CONTRIBUTIONS RATES Basic rates are based on a formula reflecting the age at entry into the System. The rates are such as to provide an average annuity, at age 55, of 1/150 of FAS for each of the first 25 years of service, plus 1/300 of FAS for each year of service after 25. Member cost-of-living rates are designed to pay for one-half of the future cost-of-living increases. DEATH BEFORE RETIREMENT A. Before eligible to retire for disability (less than 5 years): (1) One month's salary for each year of service, not- to-exceed six months. (2) Return of contributions with interest. B. While eligible for service retirement: Fifty percent (50%) of service retirement benefit to eligible beneficiary C. With 5 or more years: Fifty percent (50%) of service retirement benefit formula at age 55, based on years of service at death. DEATH AFTER RETIREMENT Fifty percent (50%) of the member’s allowance continued to eligible spouse for life. WITHDRAWAL OF BENEFITS If less than five years of service, return of contributions. If more than five years of service, right to have vested deferred retirement benefit at normal retirement date. POST RETIREMENT SUPPLEMENTAL BENEFIT (PRSB) On August 27, 1998, the City Council adopted the Post Retirement Supplemental Benefit (PRSB) Program which is intended to provide assistance to retirees to pay for various post- retirement expenses. Annually, after an actuarial study has been performed, the Retirement Board will review the availability of surplus earnings in the System and determine whether a benefit can be paid to eligible PRSB recipients. If a surplus is declared by the Board, PRSB benefit payments will be calculated for eligible recipients and payments for the following calendar year will begin in January. COST-OF-LIVING BENEFITS Based on the percentage change in Consumer Price Index (U.S. city-average for urban wage earners and clerical works –all items), limited to a five percent (5%) maximum change per year each July 1. City of Fresno Employees Retirement System l ACTUARIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 86 History of Employer Net Contribution Rates Employer Normal Employer Net Contribution 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 0.00% 5.00% 10.00% 15.00% 20.00% 25.00% 30.00% Fiscal Year Ending June 30 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Employer Normal 11.37 % 11.28 % 12.03 % 12.06 % 12.26 % 11.69 % 11.66 % 11.70 % 13.37 % 13.33 % Prefunded Liability/Prepaid Contributions -1.26 % 0.27 % 0.38 % 0.02 % -0.51 % 0.30 % 1.08% 0.59 % 0.34 % -0.02 % Employer Net Contribution 12.63 % 11.01 % 11.65 % 12.04 % 12.77 % 11.39 % 10.58 % 11.11 % 13.03 % 13.35 % City of Fresno Employees Retirement System l ACTUARIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 87 To create an environment in which Board Members can maximize their performance as trustees. To improve business processes and our delivery of services provided to members and retirees. To improve communications with members, retirees and the employer. STATISTICAL 89 Statistical Section Review 90 Schedule of Changes in Fiduciary Net Position 91 Schedule and Graph of Additions by Source 92 Schedule and Graph of Deductions by Type 93 Membership Information City of Fresno Employees Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 88 Statistical Section Review This section provides additional historical perspective, context, and detail in order to provide a more comprehensive understanding of this year’s financial statements, note disclosures, and supplementary information which covers the benefits provided by the City of Fresno Employees Retirement System. It also provides multi-year trend of financial and operation information to facilitate comprehensive understanding of how the organization’s financial position and performance has changed over time. More specifically, the financial and operating information provides contextual data for the System’s net position, benefits, refunds, contribution rates and different types of retirement benefits. The financial and operating trend information is located on the following pages. City of Fresno Employees Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 89 Schedule of Changes in Fiduciary Net Position Last Ten Fiscal Years 2013 - 2022 (Dollars in Millions) 2022 2021 2020 2019 2018 Additions Employer Contributions $ 22.0 $ 20.1 $ 16.6 $ 14.6 $ 14.6 Employee Contributions 15.5 13.7 11.0 10.5 10.3 Investment Income (Loss) (132.6) 407.9 20.1 69.4 109.0 Total Additions (95.1) 441.7 47.7 94.5 133.9 Deductions Benefit Payments $ 70.2 $ 67.5 $ 63.6 $ 60.8 $ 56.2 Post Retirement Supplemental Benefits — — — — — Refunds 1.7 1.7 0.9 1.3 1.4 Administrative 2.0 2.1 1.7 1.7 1.6 Total Deductions 73.9 71.3 66.2 63.8 59.2 Change in Fiduciary Net Position $ (169.0) $ 370.4 $ (18.5) $ 30.7 $ 74.7 2017 2016 2015 2014 2013 Additions Employer Contributions $ 15.2 $ 13.1 $ 12.3 $ 11.4 $ 13.3 Employee Contributions 10.2 9.1 8.8 7.9 8.0 Investment Income (Loss) 162.4 5.0 33.3 172.9 121.1 Total Additions 187.8 27.2 54.4 192.2 142.4 Deductions Benefit Payments 54.4 51.2 49.1 47.4 45.8 Post Retirement Supplemental Benefits — — — 0.0 0.1 Refunds 1.2 1.3 1.5 1.2 1.2 Administrative 1.4 1.3 1.1 1.1 1.1 Total Deductions 57.0 53.8 51.7 49.7 48.2 Change in Fiduciary Net Position $ 130.8 $ (26.6) $ 2.7 $ 142.5 $ 94.2 City of Fresno Employees Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 90 Schedule and Graph of Additions by Source (In Thousands) Last Ten Fiscal Years 2013 - 2022 EMPLOYER CONTRIBUTIONS EMPLOYEE CONTRIBUTIONS INVESTMENT INCOME (LOSS) 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 $-200,000 $-100,000 $0 $100,000 $200,000 $300,000 $400,000 $500,000 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 EMPLOYER CONTRIBUTIONS $ 13,330 $ 11,440 $ 12,327 $ 13,060 $ 15,205 $ 14,609 $ 14,627 $ 16,554 $ 20,144 $ 22,017 EMPLOYEE CONTRIBUTIONS 7,995 7,946 8,750 9,098 10,181 10,329 10,516 11,028 13,750 15,493 INVESTMENT INCOME (LOSS)121,116 172,772 33,309 5,089 162,376 108,916 69,389 20,108 407,811 (132,626) TOTAL $ 142,441 $ 192,158 $ 54,386 $ 27,247 $ 187,762 $ 133,854 $ 94,532 $ 47,690 $ 441,705 $ (95,116) City of Fresno Employees Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 91 Schedule and Graph of Deductions by Type (In Thousands) Last Ten Fiscal Years 2013 - 2022 PROFESSIONAL & ADMINISTRATIVE REFUNDS SURVIVORS NON-SERVICE DISABILITY SERVICE DISABILITY SERVICE RETIREMENTS 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 $0 $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 $80,000 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 SERVICE RETIREMENTS $ 37,748 $ 38,677 $ 40,261 $ 42,031 $ 44,883 $ 46,548 $ 50,237 $ 52,798 $ 55,989 $ 58,624 SERVICE DISABILITY 2,042 2,286 2,358 2,625 2,915 3,027 2,913 3,098 3,888 3,551 NON-SERVICE DISABILITY 1,400 1,709 1,579 1,744 1,602 1,654 1,344 1,370 1,304 1,731 SURVIVORS 4,693 4,704 4,874 4,799 4,951 5,013 6,320 6,326 6,316 6,333 REFUNDS 1,157 1,204 1,474 1,330 1,199 1,424 1,330 928 1,749 1,645 PROFESSIONAL & ADMINISTRATIVE 1,138 1,086 1,071 1,346 1,389 1,619 1,663 1,748 2,058 2,050 TOTAL $ 48,178 $ 49,666 $ 51,617 $ 53,875 $ 56,939 $ 59,285 $ 63,807 $ 66,268 $ 71,304 $ 73,934 City of Fresno Employees Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 92 Schedule of Average Benefit Payments Years of Credited Service Fiscal Year Average/ New Retirement Effective Dates 5-10 10-15 15-20 20-25 25-30 30+ Retirees Period 7/1/21 to 6/30/22* Average Monthly Pension Benefits $ 1,474 $ 1,542 $ 2,188 $ 2,845 $ 3,631 $ 4,746 $ 2,738 Average Monthly DROP Payment — 271 935 1,377 2,207 2,213 1,167 Average Final Average Salary 9,611 4,978 5,427 5,677 6,344 6,956 6,499 Number of New Retired Members 15 15 26 23 14 8 101 Period 7/1/20 to 6/30/21* Average Monthly Pension Benefits $ 1,387 $ 1,932 $ 2,079 $ 2,836 $ 3,198 $ 4,063 $ 2,583 Average Monthly DROP Payment — 860 924 2,006 2,471 2,756 1,503 Average Final Average Salary 8,449 5,748 5,524 5,500 5,205 6,514 6,157 Number of New Retired Members 11 17 24 22 12 11 97 Period 7/1/19 to 6/30/20* Average Monthly Pension Benefits $ 1,142 $ 1,630 $ 2,054 $ 2,627 $ 3,123 $ 3,234 $ 2,302 Average Monthly DROP Payment 214 321 1,041 2,048 2,685 3,223 1,589 Average Final Average Salary 7,385 5,322 5,029 5,727 5,243 5,238 5,657 Number of New Retired Members 8 25 21 14 6 5 79 Period 7/1/18 to 6/30/19* Average Monthly Pension Benefits $ 1,477 $ 1,791 $ 1,927 $ 2,611 $ 3,447 $ 3,267 $ 2,420 Average Monthly DROP Payment — 218 539 1627 2323 2389 1,183 Average Final Average Salary 5817 6114 4750 5114 6243 4825 5,477 Number of New Retired Members 8 29 22 16 13 11 99 Period 7/1/17 to 6/30/18* Average Monthly Pension Benefits $ 822 $ 1,492 $ 1,777 $ 2,820 $ 2,462 $ 3,560 $ 2,156 Average Monthly DROP Payment — 277 594 1,549 1,569 2,473 1,077 Average Final Average Salary 5,746 5,217 4,478 6,058 4,559 5,679 5,290 Number of New Retired Members 7 18 22 22 10 10 89 *The Schedule of Average Benefit Payments includes information in accordance with GASB Statement No. 44 for the periods from July 1, 2016 through June 30, 2022. Since implementing PG3 - our new Pension Administration System commencing July 1, 2015, we are now able to capture information prospectively that is necessary for the System to comply with GASB 44 reporting. The System will provide 10 years in the format required by GASB 44 as information becomes available. City of Fresno Employees Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 93 Schedule of Average Benefit Payments (Continued) Years of Credited Service Fiscal Year Average/ New Retirement Effective Dates 5-10 10-15 15-20 20-25 25-30 30+ Retirees Period 7/1/16 to 6/30/17* Average Monthly Pension Benefits $ 976 $ 1,446 $ 2,448 $ 2,624 $ 2,851 $ 3,648 $ 2,332 Average Monthly DROP Payment 0 153 901 1,590 1,989 1,718 1,059 Average Final Average Salary 5,707 4,938 5,905 5,403 4,333 5,531 5,303 Number of New Retired Members 12 26 23 20 8 9 98 Period 7/1/15 to 6/30/16* Average Monthly Pension Benefits $ 938 $ 1,567 $ 1,847 $ 2,606 $ 2,596 $ 2,402 $ 1,993 Average Monthly DROP Payment 108 227 542 1,698 1,263 1,476 886 Average Final Average Salary 5,576 5,480 5,048 5,325 4,961 4,395 5,131 Number of New Retired Members 14 23 24 16 20 11 108 Period 7/1/14 to 6/30/15 Average Monthly Pension Benefits $ 912 $ 1,409 $ 2,173 $ 2,509 $ 5,125 $ 5,039 $ 2,861 Number of New Retired Members 13 11 25 6 16 6 77 Period 7/1/13 to 6/30/14 Average Monthly Pension Benefits $ 1,060 $ 1,610 $ 2,144 $ 3,586 $ 3,258 $ 6,795 $ 3,076 Number of New Retired Members 12 12 17 15 10 8 74 Period 7/1/12 to 6/30/13 Average Monthly Pension Benefits $ 864 $ 1,476 $ 2,315 $ 3,598 $ 4,335 $ 4,925 $ 2,919 Number of New Retired Members 16 15 14 12 10 10 77 *The Schedule of Average Benefit Payments includes information in accordance with GASB Statement No. 44 for the periods from July 1, 2016 through June 30, 2022. Since implementing PG3 - our new Pension Administration System commencing July 1, 2015, we are now able to capture information prospectively that is necessary for the System to comply with GASB 44 reporting. The System will provide 10 years in the format required by GASB 44 as information becomes available. City of Fresno Employees Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 94 Retirees by Type of Benefit As of June 30, 2022 Amount of Number of Type of Retirement* Monthly Benefit Retirees 1 2 3 $1 - $1,000 363 249 2 112 $1,001 - $2,000 642 411 78 153 $2,001 - $3,000 472 372 53 47 $3,001 - $4,000 287 258 17 12 $4,001 - $5,000 163 154 4 5 $5,001 - $6,000 111 103 5 3 $6,001 - $7,000 55 52 3 — > $7,000 74 74 —— Total 2,167 1,673 162 332 *Type of Retirement 1 - Service Retiree 2 - Disability Retiree 3 - Beneficiary/Continuant/Survivor Amount of Number of Option Selected** Monthly Benefit Retirees Unmodified Option 1 Option 2 Option 3 $1 - $1,000 363 200 79 65 19 $1,001 - $2,000 642 304 171 128 39 $2,001 - $3,000 472 200 109 116 47 $3,001 - $4,000 287 122 72 75 18 $4,001 - $5,000 163 60 40 45 18 $5,001 - $6,000 111 53 29 23 6 $6,001 - $7,000 55 24 12 13 6 > $7,000 74 25 13 27 9 Total 2,167 988 525 492 162 **Option Selected Unmodified - Beneficiary receives 50% of the member's allowance Option 1 - Beneficiary receives lump sum of member's unused contributions Option 2 - Beneficiary receives 100% of member's reduced monthly benefit Option 3 - Beneficiary receives 75% of member's reduced monthly benefit City of Fresno Employees Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 95 Schedule and Graph of Pension Benefit Payments Deductions by Type Last Ten Fiscal Years 2013 - 2022 (Dollars in Millions) Service Retiree Benefits Disability Retiree Benefits Separation Death Benefits Misc 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 $0 $10 $20 $30 $40 $50 $60 $70 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Service Retiree Benefits $42.4 $43.4 $45.1 $46.8 $49.9 $51.5 $56.6 $59.1 $62.3 $65.0 Disability Retiree Benefits 3.4 4.0 3.9 4.4 4.5 4.7 4.2 4.5 5.2 5.3 Separation 1.1 1.1 1.3 1.1 1.1 1.4 1.2 0.8 1.3 1.2 Death Benefits 0.1 0.1 0.2 0.2 — — 0.1 0.1 0.4 0.4 Misc — — — — — — — — — — Total Benefit Deductions $47.0 $48.6 $50.5 $52.5 $55.5 $57.6 $62.1 $64.5 $69.2 $71.9 City of Fresno Employees Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 96 Schedule and Graph of Active Vested, Active Non-Vested and Deferred Membership History Last Ten Fiscal Years 2013 - 2022 ACTIVE VESTED ACTIVE NON-VESTED DEFERRED 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 0 250 500 750 1000 1250 1500 1750 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 ACTIVE VESTED 1,641 1,604 1,517 1,462 1,405 1,285 1,266 1,295 1,319 1,384 ACTIVE NON-VESTED 205 263 376 492 674 887 965 993 994 1,051 DEFERRED 205 209 236 261 251 251 247 243 248 202 TOTAL 2,051 2,076 2,129 2,215 2,330 2,423 2,478 2,531 2,561 2,637 City of Fresno Employees Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 97 Schedule and Graph of Retirees Pension Benefit Payments by Type of Benefit Last Ten Fiscal Years 2013 - 2022 SERVICE RETIREMENTS SERVICE DISABILITY NON-SERVICE DISABILITY SURVIVORS 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 0 75 150 225 300 375 450 525 600 675 750 825 900 975 1050 1125 1200 1275 1350 1425 1500 1575 1650 1725 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 SERVICE RETIREMENTS 1,202 1,237 1,342 1,398 1,454 1,498 1,551 1,583 1,633 1,673 SERVICE DISABILITY 71 73 71 82 89 92 95 99 104 105 NON-SERVICE DISABILITY 73 68 68 67 63 63 65 62 61 57 SURVIVORS 354 363 302 302 310 317 324 332 331 332 TOTAL 1,700 1,741 1,783 1,849 1,916 1,970 2,035 2,076 2,129 2,167 City of Fresno Employees Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 98 Summary of Active Participants NUMBER OF PENSIONABLE ANNUAL NET CHANGE IN YEAR MEMBERS PAYROLL AVERAGE SALARY AVERAGE SALARY 2022 2,435 $164,642,390 $67,615 1.53% 2021 2,313 $154,030,657 $66,593 1.98% 2020 2,288 $149,402,670 $65,298 5.26% 2019 2,231 $138,395,785 $62,033 4.88% 2018 2,172 $128,461,461 $59,144 3.32% 2017 2,079 $119,006,918 $57,242 3.05% 2016 1,954 $108,541,068 $55,548 (0.63%) 2015 1,893 $105,820,382 $55,901 0.46% 2014 1,867 $103,890,391 $55,646 (2.64%) 2013 1,846 $105,508,591 $57,155 (3.07%) Summary of Retirees ANNUAL NET CHANGE ANNUAL AVERAGE IN BENEFITS NUMBER BENEFITS TO ALLOWANCE TO YEAR OF RETIREES PARTICIPANTS (INDIVIDUAL)PARTICIPANTS 2022 2,167 $70,239,143 $32,413 2.24% 2021 2,129 $67,497,485 $31,704 3.50% 2020 2,076 $63,591,967 $30,632 2.50% 2019 2,035 $60,814,434 $29,884 4.68% 2018 1,970 $56,241,911 $28,549 0.64% 2017 1,916 $54,350,851 $28,367 2.44% 2016 1,849 $51,198,523 $27,690 0.61% 2015 1,783 $49,072,063 $27,522 1.14% 2014 1,741 $47,376,551 $27,212 0.82% 2013 1,700 $45,883,057 $26,990 4.72% City of Fresno Employees Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 99 Member and City Contribution Rates Last Ten Fiscal Years 2013 - 2022 Member Rates City Contribution Rates As of June 30 Basic at Entry Age Total City Rate Less Prefunded Actuarial Accrued Liability (PAAL) Net City Contribution RateFiscal Year Valuation Date 20 25 30 Basic COLA June 30, 2022 June 30, 2020 6.09% 7.15% 8.57% 10.51% 2.82% 13.33% 0.02% 13.35% June 30, 2021 June 30, 2019 5.78% 6.79% 8.13% 10.55% 2.82% 13.37% (0.34%) 13.03% June 30, 2020 June 30, 2018 4.7% 5.56% 6.7% 9.09% 2.61% 11.70% (0.59%) 11.11% June 30, 2019 June 30, 2017 4.84% 5.72% 6.89% 9.14% 2.52% 11.66% (1.08%) 10.58% June 30, 2018 June 30, 2016 5.12% 6.05% 7.29% 9.18% 2.51% 11.69% (0.3%) 11.39% June 30, 2017 June 30, 2015 5.69% 6.69% 7.99% 9.5% 2.76% 12.26% 0.51% 12.77% June 30, 2016 June 30, 2014 5.69% 6.68% 7.98% 9.31% 2.75% 12.06% (0.02%) 12.04% June 30, 2015 June 30, 2013 5.69% 6.68% 7.98% 9.02% 3.01% 12.03% (0.38%) 11.65% June 30, 2014 June 30, 2012 5.33% 6.28% 7.53% 8.63% 2.65% 11.28% (0.27%) 11.01% June 30, 2013 June 30, 2011 5.34% 6.29% 7.56% 8.75% 2.62% 11.37% 1.26% 12.63% Data Source: Annual Actuarial Valuation Reports Economic Assumptions and Funding Method Last Ten Fiscal Years 2013 - 2022 Valuation Date as of Salary Cost-of-Living Inflation Funding June 30 Interest Scale Adjustment (COLA) Component Method June 30, 2022 6.75% .50 - 8.5% 2.50%2.50%Entry Age Normal June 30, 2021 7.00% .50 - 8.0% 2.75%2.75%Entry Age Normal June 30, 2020 7.00% .50 - 8.0% 2.75%2.75%Entry Age Normal June 30, 2019 7.00% .25 - 8.0% 2.75%2.75%Entry Age Normal June 30, 2018 7.25% .25 - 8.0% 3.00%3.00%Entry Age Normal June 30, 2017 7.25% .25 - 8.0% 3.00%3.00%Entry Age Normal June 30, 2016 7.25% .25 - 8.0% 3.00%3.00%Entry Age Normal June 30, 2015 7.50% .50 - 8.0% 3.25%3.25%Entry Age Normal June 30, 2014 7.50% .60 - 8.5% 3.25%3.25%Entry Age Normal June 30, 2013 7.50% .60 - 8.5% 3.25%3.25%Entry Age Normal Source: The Segal Company June 30, 2022, Actuarial Valuation Report City of Fresno Employees Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 100 Benefits and Withdrawals Paid Last Ten Fiscal Years 2013 - 2022 (In Thousands) BENEFITS PRSB WITHDRAWALS 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 $0 $10000 $20000 $30000 $40000 $50000 $60000 $70000 $80000 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 BENEFITS $ 45,807 $ 47,368 $ 49,072 $ 51,199 $ 54,351 $ 56,242 $ 60,814 $ 63,592 $ 67,497 $ 70,239 PRSB 76 9 — — — — — — — — WITHDRAWALS 1,157 1,204 1,474 1,330 1,199 1,424 1,330 928 1,749 1,645 TOTAL 47,040 48,581 50,546 52,529 55,550 57,666 62,144 64,520 69,246 71,884 City of Fresno Employees Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 101 Average Monthly Benefits to Retirees Last Ten Fiscal Years 2013 - 2022 (In Thousands) Average Monthly Benefit Average Monthly PRSB 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 $0 $500 $1000 $1500 $2000 $2500 $3000 Average Monthly 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Benefit $2,245 $2,267 $2,294 $2,307 $2,364 $2,379 $2,490 $2,553 $2,642 $2,701 PRSB 4 — — — — — — — — — Total Average Monthly $2,249 $2,267 $2,294 $2,307 $2,364 $2,379 $2,490 $2,553 $2,642 $2,701 City of Fresno Employees Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 102 EXPECTATION OF LIFE (Age and Service Retirees) Years of Age Male Female 25 30 35 40 45 50 55 60 65 70 0.00 0.20 0.40 0.60 0.80 Separation Rates Prior to Retirement Due to Death* Rate % Age Male Female 25 0.03 0.01 30 0.04 0.01 35 0.05 0.02 40 0.07 0.04 45 0.10 0.06 50 0.15 0.08 55 0.22 0.12 60 0.32 0.19 65 0.47 0.30 70 0.70 0.49 *All pre-retirement deaths are assumed to be non- service connected. EXPECTATION OF LIFE (Disabled Retirees) Years of Age 20 25 30 35 40 45 50 55 60 65 70 0.00 1.00 2.00 3.00 4.00 5.00 Separation Rates Prior to Retirement Due to Disability Rate % Age Rate (%) 20 0.00 25 0.00 30 0.00 35 0.00 40 0.06 45 0.28 50 0.40 55 0.88 60 2.04 65 3.38 70 3.90 City of Fresno Employees Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 103 To attract, develop and retain competent and professional staff. To achieve and maintain superior investment performance on a risk controlled basis measured by the Public Fund Universe. COMPLIANCE 105 Independent Auditor’s Report on Internal Control Over Financial Reporting and On Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 104 Independent Auditor’s Internal Control Letter City of Fresno Employees Retirement System l COMPLIANCE Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 105 Independent Auditor’s Internal Control Letter Continued City of Fresno Employees Retirement System l COMPLIANCE Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 106 City of Fresno Fire and Police Retirement System A Pension Trust Fund of the City of Fresno (California) ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR FISCAL YEARS ENDED JUNE 30, 2022 AND 2021 Issued by: Robert T. Theller Retirement Administrator Kathleen Riley Brown Assistant Retirement Administrator 2828 Fresno Street Suite 201, Fresno, CA 93721-1327 (559) 621-7080 / Retire@Fresno.gov www.CFRS-CA.org TABLE OF CONTENTS Introduction Section Letter of Transmittal .................................................................................................................................................................................. i City of Fresno Fire and Police Retirement System Board Members ........................................................................................................ ix City of Fresno Retirement Administrative Staff ........................................................................................................................................ x Administration of the System .................................................................................................................................................................... xi Organizational Structure ............................................................................................................................................................................ xii Professional Services and Consultants ...................................................................................................................................................... xiii Investment Portfolio Managers ................................................................................................................................................................. xiv Certificate of Achievement for Excellence in Financial Reporting .......................................................................................................... xv Financial Section Independent Auditor’s Report ................................................................................................................................................................... 2 Management’s Discussion and Analysis ................................................................................................................................................... 5 Basic Financial Statements Statement of Fiduciary Net Position ......................................................................................................................................................... .18 Statement of Changes in Fiduciary Net Position ....................................................................................................................................... 19 Notes to the Basic Financial Statements ................................................................................................................................................... .20 Required Supplementary Information Schedule of Changes in the Net Pension Liability ............................................................................................................................... 58 Schedule of Employer Contributions ................................................................................................................................................... 60 Schedule of Investment Returns .......................................................................................................................................................... .60 Notes to the Required Supplementary Information ............................................................................................................................. .61 Other Supplementary Information Schedule of Administrative Expenses .................................................................................................................................................. 63 Schedule of Investment Management Expenses .................................................................................................................................. 64 Schedule of Payments to Consultants .................................................................................................................................................. .64 Investment Section Investment Report from the Retirement Administrator ............................................................................................................................. 66 Investment Consultant’s Report ................................................................................................................................................................ 71 Investment Results (Gross and Net of Fees) ............................................................................................................................................. 73 Target Asset Allocation and Actual Asset Allocation ............................................................................................................................... 75 Largest Stock and Bond Holdings ............................................................................................................................................................. 77 Schedule of Commissions ......................................................................................................................................................................... 78 Investment Summary ................................................................................................................................................................................. 78 City of Fresno Fire and Police Retirement System Actuarial Section Actuarial Certification Letter .................................................................................................................................................................... .80 Summary of Actuarial Assumptions and Funding Method ....................................................................................................................... 83 Probabilities of Separation Prior to Retirement ........................................................................................................................................ .85 Schedule of Active Member Valuation Data .............................................................................................................................................86 Schedule of Retirees and Beneficiaries Added to or Removed from Rolls ...............................................................................................87 Solvency Test ............................................................................................................................................................................................88 Actuarial Analysis of Financial Experience ..............................................................................................................................................89 Schedule of Funding Progress ...................................................................................................................................................................89 Major Benefit Provisions of the Retirement System .................................................................................................................................90 History of Employer Net Contribution Rates ............................................................................................................................................92 Statistical Section Statistical Section Review..........................................................................................................................................................................95 Schedule of Changes in Fiduciary Net Position ........................................................................................................................................ 96 Schedule and Graph of Additions by Source .............................................................................................................................................97 Schedule and Graph of Deductions by Type .............................................................................................................................................98 Membership Information Schedule of Average Benefit Payments ...............................................................................................................................................99 Retirees by Type of Benefit ..................................................................................................................................................................101 Schedule and Graph of Pension Benefit Payments Deductions by Type .............................................................................................102 Schedule and Graph of Active Vested, Active Non-Vested and Deferred Membership History .........................................................103 Schedule and Graph of Retirees Pension Benefit Payments by Type of Benefit .................................................................................104 Summary of Active Participants and Retirees ......................................................................................................................................105 Member and City Contribution Rates .................................................................................................................................................. 106 Economic Assumptions and Funding Method .....................................................................................................................................107 Benefits and Withdrawals Paid ............................................................................................................................................................ 108 Average Monthly Benefits to Retirees .................................................................................................................................................109 Expectation of Life (Age and Service Retirees) ..................................................................................................................................110 Expectation of Life (Disabled Retirees) ...............................................................................................................................................110 Compliance Section Independent Auditor’s Report on Internal Control ....................................................................................................................................112 Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards City of Fresno Fire and Police Retirement System MISSION STATEMENT To protect and provide System benefits through the highest quality delivery of service for our members and the employer, prudently fulfilling our fiduciary duties of investment and conservation of Trust assets. BOARD AND STAFF COMMITMENT We promise to carry out our Mission through a competent, professional, impartial and open decision-making process. In providing benefits and services, all persons will be treated fairly, with courtesy and respect. Assets will be invested and administered to balance the need to control risk with superior performance. We expect excellence in all activities. We will also be accountable and act in accordance with the law. GOALS • To create an environment in which Board Members can maximize their performance as trustees. • To improve business processes and our delivery of services provided to members and retirees. • To improve communications with members, retirees and the employer. • To attract, develop and retain competent and professional staff. • To achieve and maintain superior investment performance on a risk controlled basis measured by the Public Fund Universe. City of Fresno Fire and Police Retirement System The Fire and Police Retirement System was established on July 1, 1955 and is maintained and governed by Articles 3 and 4 of the Fresno Municipal Code. The Fire and Police Retirement System (the System) provides retirement allowances to all full-time sworn safety members employed by the City of Fresno. INTRODUCTION i Letter of Transmittal ix City of Fresno Fire and Police Retirement System Board Members x City of Fresno Retirement Administrative Staff xi Administration of the System xii Organizational Structure xiii Professional Services and Consultants xiv Investment Portfolio Managers xv Certificate of Achievement for Excellence in Financial Reporting Letter of Transmittal Robert T. Theller, Esq. RETIREMENT ADMINISTRATOR Dear Board Members: As Retirement Administrator of the City of Fresno Fire and Police Retirement System (the System), it is with great pleasure that I submit the Annual Comprehensive Financial Report (ACFR) for the fiscal years ended June 30, 2022 and 2021. The fiscal year 2022 began with the country and the world taking its first steps out of the global pandemic, fully relaxing many of the protocols required at the outset of the pandemic. Though Covid-19 has not been eliminated and the threat of variants continues, the pandemic was no longer the key issue causing economic uncertainty, instead fear of a recession and inflation continuing to run at multi-decade highs has taken its place. In response to increasing inflation the Federal Reserve have continued to raise interest rates, raising rates at their previous six meetings, with the last four being 75 basis points each. Additionally, the Russia-Ukraine conflict has caused turmoil and uncertainty in the global financial markets. The conflict also sparked an increase in the price of gas which was already increasing as oil demand returned to pre-pandemic levels. And yet through all of this, the U.S. labor market defies recession fears as jobless claims continue to run at very low levels and wage growth remains elevated. The system will continue to navigate through these domestic and global economic issues, as it always has, focusing on long term financial stability. Despite the tremendous challenges of the past year, the System is currently fully funded on both a fair value and actuarial valuation basis at 116.5 percent and 120.5 percent, respectively. From a long-term perspective, the System is positioned to provide a solid rate of return that is equal to or better than the respective asset classes market indices even as we enter yet another year of uncertainties in the global economic and financial markets. The Retirement Board (the Board) has carefully managed the investment portfolio throughout global pandemic, and we remain confident that new investment opportunities will arise and the Board, with the required amount of due diligence and vigilance, will position the System’s investments for future long-term growth. The System’s returns for the last two years have been mixed at -7.18 percent and 30.81 percent for the fiscal years ended June 30, 2022 and 2021, respectively. Noticeably, the returns are well below the System’s assumed rate of return of 7.00 percent effective June 30, 2022, the FY2021 returns were well above the assumed rate of return of 7.00 percent effective June 30, 2021. City of Fresno Fire and Police Retirement System l INTRODUCTION Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 i In fiscal year 2022, the System’s gross of fee returns provided by its custodian, Northern Trust, when compared to other institutional investors and weighted policy benchmarks were slightly lower in the short-term but consistently higher over the long-term. The System’s gross of fees one-year return was negative 7.18 percent, 0.52 percent below its policy benchmark return of negative 6.66 percent; also under performing its actuarial interest rate assumption of 7.00 percent by 14.18 percent in Fiscal Year 2022. The five-year annualized gross of fees return of 7.24 percent was 0.49 percent above its actuarial interest rate assumption of 7.00 percent and above its policy benchmark return of 6.54 percent by 0.70 percent. The System’s ten-year annualized gross of fees return at 8.53 percent exceeded its policy benchmarks of 7.79 percent by 0.74 percent and also exceeded its actuarial interest rate assumption by 1.53 percent for the same period. The System remains highly funded and well positioned to serve our members and retirees. As illustrated by the System’s 10, 15 and 25-year long-term gross of fees returns of 8.53 percent, 6.09 percent, and 7.35 percent, respectively, as of June 30, 2022, the System has the ability to achieve its long-term objectives over extended periods. Meanwhile, the System’s actuarial and fair value funding status continues to be the highest of any public safety pension defined benefit plan in California. The Annual Comprehensive Financial Report (ACFR) The Annual Comprehensive Financial Report (ACFR) of the City of Fresno Fire and Police Retirement System for fiscal years ended June 30, 2022 and 2021, is submitted herewith. Information contained in this report is designed to provide a complete and accurate review of the years' operations. Responsibility for both the accuracy of the data, and the completeness and fairness of the presentation, rests with the management of the System. For a general overview of the City of Fresno Fire and Police Retirement System’s finances, please refer to the Management’s Discussion and Analysis in the Financial Section of this report. The ACFR consists of six sections: The Introduction Section contains our Mission Statement, a Letter of Transmittal, a description of the System’s management and organizational structure, a listing of the professional services providers, and the Government Finance Officers Association’s Certificate of Achievement for Excellence in Financial Reporting. The Financial Section contains the opinion of the independent auditor, Brown Armstrong Accountancy Corporation, Management’s Discussion and Analysis, the Basic Financial Statements of the System, the Required Supplementary Information and the Other Supplementary Information. The Investment Section includes an Investment Report from the Retirement Administrator, a letter from the System’s Investment Consultant, NEPC, LLC, (NEPC) recapping the fiscal year investment results and activities, along with performance and asset allocation information. Investment Consultant returns may differ slightly from the custodian's book of record due to rounding methodology. The Actuarial Section includes the certification letter produced by the independent actuary, The Segal Company, along with supporting schedules and information. The Statistical Section contains significant detailed data pertaining to the System. City of Fresno Fire and Police Retirement System l INTRODUCTION Letter of Transmittal Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 ii The Compliance Section contains the Independent Auditor’s Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on An Audit of Financial Statements Performed in Accordance with Government Auditing Standards. I trust that you and the members of the System will find this ACFR helpful in understanding the System and our commitment to financial integrity and member services. THE FIRE AND POLICE RETIREMENT SYSTEM AND ITS SERVICES The Fire and Police Retirement System was established on July 1, 1955, under Charter Section 910 and is governed by Articles 3 and 4 of Chapter 3 of the City of Fresno Municipal Code. Effective August 27, 1990, the City of Fresno (the City) added a Second Tier that includes all full-time sworn Fire, Police, and Airport Safety personnel hired on or after that date. The System provides retirement allowances to all full-time sworn safety members employed by the City of Fresno. In accordance with the provisions of the City of Fresno Municipal Code, the System provides lifetime retirement, disability, and death benefits to its safety members. The Fire and Police Retirement Board is responsible for establishing policies governing the administration of the System, making benefit determinations, and managing the investment of the System’s assets. The Board operates under the authority vested in Articles 3 and 4 of Chapter 3 of the City of Fresno Municipal Code and the California Pension Protection Act of 1992. Article XVI, Section 17(b) of the Constitution of the State of California provides that the “members of the Retirement Board of a public retirement system shall discharge their duties...solely in the interest of, and for the exclusive purpose of providing benefits to, participants and their beneficiaries, minimizing employer contributions thereto, and defraying reasonable expenses of administering the System. A Retirement Board’s duty to its participants and their beneficiaries shall take precedence over any other duty.” Section 17(a) further provides that the Board has...“the sole and exclusive responsibility to administer the System in a manner that will assure prompt delivery of benefits and related services to the participants and their beneficiaries.” The Retirement Board is also responsible for the prudent investment of member and employer contributions and defraying reasonable expenses of administration. The Retirement Board has five (5) members: two (2) management employees who are appointed by the Mayor and confirmed by the City Council, one (1) employee who is elected by the sworn Fire Department members of the System, and one (1) employee who is elected by the Police and Airport Safety Officers of the System, both of which serve a four-year term. The fifth and final member of the Board shall be a qualified elector of the County of Fresno, not connected with its government, appointed by the previously designated four members. The Board oversees the Retirement Administrator and staff in the performance of their duties in accordance with the City of Fresno Municipal Code and the Board’s Rules, Regulations and Policies. City of Fresno Fire and Police Retirement System l INTRODUCTION Letter of Transmittal Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 iii Major Initiatives The Board, jointly with the City of Fresno Employees Retirement System Board (the Boards), renewed service provider agreements with Foley & Lardner, investment legal counsel; Saltzman & Johnson, general legal counsel; and The Segal Company, actuarial service provider; and continued education and evaluations related to all investment classes, especially Alternative investments. During Fiscal Year 2022, the Boards approved a European real estate search and the resulting manager selection, Tristan Capital Partners. The Joint Boards also approved staff/NEPC recommendation to hire Sixth Street/TAO to provide diversifying strategies and alternative credit exposure. Additionally, the Boards also approved investments with two Value- Add Real Estate managers, Alidade Capital and Kayne Anderson. Effective January 1, 2017, the IRS eliminated its staggered five-year remedial amendment cycle system for individually designed qualified retirement plans and no longer accepts applications for determination letters. The System's letter of determination was effective through January 31, 2019. The IRS' current determination letter program, in general, provides that a plan sponsor that maintains a qualified plan, with a favorable determination letter, may continue to rely on the determination with respect to any plan provision, until such time that the plan provision subsequently is amended or affected by a change in law. The Boards retained the services of the law firm of Ice Miller, LLP (Ice Miller) to assist with a review of our plan documents and applicable statutes in effect through 2013, and any plan amendments or changes to provisions made after January 1, 2014. Based on their initial review, since the date of the plan's favorable determination letter May 26, 2014, the plan has been timely amended to comply with the changes required to be tax qualified under Internal Revenue Code § 401 (a). Staff began work with Ice Miller in 2019 to review the Retirement Systems' plan provisions for continued IRS Compliance. The proposal from Ice Miller to participate in the IRS Comply Now program included updating of the Systems’ plan provisions to incorporate certain distribution provisions and new provisions required by the Setting Every Community Up for Retirement Enhancement (SECURE) and Coronavirus Aid, Relief and Economic Security (CARES) Acts. Comply Now reports detailing the changes to be considered were presented to the Boards during fiscal year 2021. However, submission to the IRS Comply Now program is delayed due to review of additional provisions to be considered. Ice Miller expects to submit the request to the IRS during Fiscal Year 2023. Throughout the pandemic, the Retirement Benefits Staff continued to ramp up their communication efforts with both employees and retirees of the System. Aggressive efforts deployed helped to maximize enrollment in the Member Direct module initially implemented in January 2016. Participation in Member Direct has continually increased every fiscal year. Staff have continued to provide all the necessary information and support that the Members needed by answering individual questions to assist Members in making their retirement decisions to retire during the Fiscal Year. In addition, the relaxing of pandemic protocols has allowed for the return of face-to-face meetings with Retirement Counselors, as well as the Mid- Career Retirement Seminars for active employees. Staff have also continued to meet and counsel Members regarding prospective retirements via Zoom as well. This allows members to choose how they prefer to meet with staff in a manner they feel comfortable. City of Fresno Fire and Police Retirement System l INTRODUCTION Letter of Transmittal Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 iv With the assistance of its actuary and staff, the Board completed the annual actuarial valuations for June 30, 2022 and 2021, and Governmental Accounting Standards Board (GASB) Statement No. 67, which redefines pension liability and expense for financial reporting purposes only. In accordance with Actuarial Standards of Practice (ASOP) 51, the System's actuary has identified and assessed risks that may be reasonably anticipated to significantly affect the System's future financial condition, which helps intended users of the actuarial findings gain a better understanding of risks inherent in the measurements of pension obligations and actuarially determined pension plan contributions. Professional Services Professional Services Consultants and Investment Portfolio Managers are retained by the Board to provide professional services essential to the effective and efficient operation of the System. See listings on pages xiii and xiv. An opinion from the Independent Auditor and a certification letter from the Actuary are included in this report along with a summary investment report from the Board’s Investment Consultant. The Consultants and Investment Managers retained by the Board are listed in the following section of this report. Certificate of Achievement The Government Finance Officers Association of the United States and Canada (GFOA) awarded a Certificate of Achievement for Excellence in Financial Reporting to the City of Fresno Fire and Police Retirement System for its annual comprehensive financial report for the fiscal year ended June 30, 2021. The Certificate of Achievement is a prestigious national award recognizing excellence in the preparation of public employee retirement system annual comprehensive financial reports. To be awarded a Certificate of Achievement for Excellence in Financial Reporting, a government entity must publish an easily readable and efficiently organized annual comprehensive financial report. This report must satisfy both generally accepted accounting principles and applicable legal requirements. A Certificate of Achievement for Excellence in Financial Reporting is valid for a period of one year only. The System has received a Certificate of Achievement for the last twenty-one consecutive years. We believe that our current annual comprehensive financial report continues to meet the Certificate of Achievement Program’s requirements and we are submitting it to the GFOA to determine its eligibility for another certificate. For Fiscal Year 2021, the System submitted a Popular Annual Financial Report (PAFR) to the GFOA. The System received from the GFOA an Award for Outstanding Achievement in Popular Annual Financial Reporting. The PAFR provides System membership with condensed and concise information in an easier to read format than is presented in the ACFR. City of Fresno Fire and Police Retirement System l INTRODUCTION Letter of Transmittal Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 v Actuarial Funding Status and Net Pension Liability The System’s funding objective is to meet long-term benefit promises by retaining a well-funded plan status and obtaining superior investment returns while minimizing employer contributions. The Board’s objective for employer contributions is to establish a rate as a level percent of member payroll. The greater the level of overall plan funding, the larger the ratio of assets accumulated compared to the actuarial accrued liability and the greater the level of investment potential. The advantage of a well-funded plan is that the benefits earned by participants are funded during their working careers and not by future generations of taxpayers. The June 30, 2022 actuarial valuation is presented in this ACFR. As of June 30, 2022, the funded ratio of the Fire and Police Retirement System was 120.5 percent. The ratio of the valuation value of assets to actuarial accrued liabilities was 121.6 percent as of the June 30, 2021, valuation. The funding ratios as of June 30, 2022 and 2021, if measured using the fair value of assets instead of the actuarial valuation value of assets are 116.5 percent and 138.8 percent, respectively. The funded ratios were determined by using the actuarial value of the assets in accordance with actuarial standards. The actuarial accrued liability of the System at June 30, 2022, for funding purposes, amounted to $1,486,611,000; the actuarial valuation value of assets amounted to $1,791,487,319 and the fair value of assets (including non-valuation reserves) amounted to $1,891,077,196. At June 30, 2021, the actuarial valuation value of assets amounted to $1,695,906,219; the fair value of assets (including non-valuation reserves) amounted to $2,090,370,123. Under the Governmental Accounting Standards Board (GASB) Statement No. 67 Financial Reporting methodology, the net pension liability of the System as of June 30, 2022 indicates a surplus of $153,954,829; while on an actuarial funding basis the valuation value of assets basis reflects a surplus of $304,876,319 and a funding ratio of 120.5 percent. At June 30, 2021, the net pension liability of the System indicated a surplus of $453,848,985 and a funding ratio of 121.6 percent. For financial reporting purposes, the Plan Fiduciary Net Position as a percentage of the Total Pension Liability is 108.86% and 127.73% as of June 30, 2022 and 2021, respectively. The Board engages an independent actuarial consulting firm to conduct annual actuarial valuations of the System. The purpose of the actuarial valuation is to reassess the magnitude of the benefit commitments. This is compared to the assets expected to be available to support those commitments. Recommendations are presented to the Board for consideration. The Segal Company is the System’s independent actuarial consultant. The Actuarial Section of this report contains a more detailed discussion of funding. City of Fresno Fire and Police Retirement System l INTRODUCTION Letter of Transmittal Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 vi Accounting System & Reports The management of the System is responsible for establishing and maintaining an internal control structure designed to ensure that System assets are protected from loss, theft, or misuse. Responsibility for the accuracy, completeness, and fair presentation of the information, and all disclosures, rests with the management of the System. The accounting firm of Brown Armstrong Accountancy Corporation provides financial audit services. The financial audit ensures that the System’s financial statements are presented in conformity with accounting principles generally accepted in the United States of America (GAAP) and are free of material misstatement. The internal controls are designed to provide reasonable but not absolute assurance that these objectives are met. The System recognizes that even sound internal controls have their inherent limitations. Internal controls are reviewed to ensure that the System’s operating policies and procedures are being adhered to and that the controls are adequate to ensure accurate and reliable financial reporting and to safeguard the System’s assets. The objective is to provide a reasonable, rather than absolute, assurance that the financial statements are free of any material misstatements given the prudent need to ensure that the cost of a control should not exceed the benefits to be derived. We believe that the System's internal controls adequately safeguard assets. This report has been prepared in accordance with Generally Accepted Accounting Principles for State and Local Governments (GAAP) as established by the Governmental Accounting Standards Board (GASB). The System’s transactions are reported on the accrual basis of accounting. Revenues are taken into account when earned, regardless of the date of collection. Expenses are recorded when the corresponding liabilities are incurred, regardless of when the payment is made. Investments Article XVI, Section 17(c) of the Constitution of the State of California, provides that “the members of the Retirement Board of a public pension or retirement system shall discharge their duties... with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with these matters would use in the conduct of an enterprise of a like character and with like aim.” By permitting further diversification of investments within a fund, the prudent expert standard may enable a fund to reduce overall risk and increase returns. A summary of the asset allocation can be found in the investment section of this report and in Note 2 – Summary of Significant Accounting Policies (see section Investment). The prudent expert rule permits the Board to establish an investment policy based upon professional advice and counsel and allows for delegation of investment authority to professional investment advisors. The Investment Objectives and Policy Statement of the Board outline the responsibility for the investment of the fund and the degree of risk that is deemed appropriate for the fund. Investment advisors are to execute the policy in accordance with the Board policy and guidelines. For the fiscal years ended June 30, 2022 and 2021, the System’s investments provided a -7.18 percent and 30.81 percent gross of fees rate of return, respectively, as reported by the custodian, Northern Trust. City of Fresno Fire and Police Retirement System l INTRODUCTION Letter of Transmittal Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 vii Acknowledgments The compilation of this report reflects the combined effort of the System’s staff under the leadership of the Board. It is intended to provide complete and reliable information as a basis for making management decisions, as a means of determining compliance with legal provisions, and as a means of determining responsible stewardship of the funds of the System. On behalf of the Board, I would like to express my appreciation for the dedication and efforts of my staff members, Kathleen Riley Brown, Yvonne Timberlake, Chad Jacobs, Alberto Magallanes, Karen Espiritu, Cristina Jurado, Pattie Laygo, Andrea Ketch, Patricia Basquez, Joan Taketa, Onh Viengsay, Katie Baroni, Tracy Gonzales, Cecilia Lopez, Gilberto Torentela and the Board's consultants, for their assistance in the preparation of this report and for their ongoing commitment to serve the Board and the members of the System. I also would like to thank the Board members for their support in accomplishing the many tasks and goals over the past year. Respectfully Submitted, Signature Robert T. Theller, Esq. Retirement Administrator November 29, 2022 City of Fresno Fire and Police Retirement System l INTRODUCTION Letter of Transmittal Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 viii Retirement Board Members As of June 30, 2022 Chair Jonathan Lusk Re-Elected June 2022 Term Expires June 2026 Represents Fire Members Vice Chair John Jensen Re-Elected June 2020 Term Expires June 2024 Represents Police Members Lynn Bennink Appointed June 2017 Term Continuous Outside Member Appointed by the Retirement Board Brad Driscoll Appointed March 2020 Term Continuous Outside Member Appointed by the Retirement Board Donald Gross Appointed May 2019 Term Continuous Appointed by the Mayor and Confirmed by the Fresno City Council City of Fresno Fire and Police Retirement System l INTRODUCTION Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 ix Retirement Administrative Staff Robert T. Theller, Esq. Retirement Administrator _______________ ____ Not Pictured: _______________________ _________________ Cecilia Lopez Senior Administrative Clerk _____ & Pattie Laygo Chad Jacobs Gilberto Torentela Senior Administrative ClerkRetirement Office Manager Investment Officer Financial Services (From left to right) Karen Espiritu Senior Accountant Auditor Alberto Magallanes Retirement Accounting Manager Kathleen Riley-Brown Assistant Retirement Administrator Cristina Jurado Accountant Auditor II Member Services (From left to right) Tracy Gonzales Retirement Counselor I Yvonne Timberlake Assistant Retirement-Administrator Katie Baroni Retirement Counselor II Joan Taketa Retirement Counselor II Patti Basquez Senior Retirement Counselor Andrea Ketch Retirement Benefits Manager Onh Viengsay (not pictured) Retirement Counselor II City of Fresno Fire and Police Retirement System l INTRODUCTION Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 x Administration of the System Administration The Administrative Section is responsible for the administration of the City of Fresno Fire and Police Retirement System, including the risk management of the investment activities in accordance with the policies, regulations, and general guidelines of the Retirement Board. It is also responsible for interfacing with the investment managers, the investment consultant, the actuary, legal counsel, custodial bank, and any other consultants authorized by the Board. (See page xiii for professional services and consultants, page xiv for investment portfolio managers, and page 78 for a schedule of brokerage commissions, and investment manager fees by listed asset class.) Member Services This section is responsible for providing all benefit services to the members of the System. This includes benefit calculations, investigation of claims for disability retirement, preparation of data to support applications for retirement, preparation of the retiree payroll, membership counseling, and membership training. Financial Services This section is responsible for planning, organizing and directing all fiscal activities of the Retirement Systems. This includes the preparation and publication of the Annual Financial Reports, monthly or quarterly financial report and information to the Board, and all other financial records and reports including financial statements, control and balancing of payroll and members' contributions and reconciliation of investments. Investment Officer This position is responsible for monitoring compliance with the Board’s Investment Objectives and Policy Statement and assists and coordinates in the management and administration of the System's investment program. This includes the planning and development of investment strategies. Retirement Office Manager This position is responsible for providing administrative and clerical support services for the Board and the retirement staff. City of Fresno Fire and Police Retirement System l INTRODUCTION Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 xi Organizational Structure City of Fresno Fire and Police Retirement System l INTRODUCTION Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 xii Professional Services and Consultants Custodial Bank NORTHERN TRUST Chicago, Illinois General Legal Advisor SALTZMAN and JOHNSON LAW CORPORATION San Francisco, California Legal Advisor NOSSAMAN LLP San Francisco, California Tax Counsel ICE MILLER LLP Indianapolis, Indiana Investment Legal Advisor FOLEY & LARDNER LLP Boston, Massachusetts Investment Consultant NEPC, LLC Boston, Massachusetts Actuary THE SEGAL COMPANY San Francisco, California Medical Advisor BENCHMARK, AN EXAMWORKS COMPANY, INC. Sacramento, California Independent Auditor BROWN ARMSTRONG ACCOUNTANCY CORPORATION Bakersfield, California City of Fresno Fire and Police Retirement System l INTRODUCTION Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 xiii Investment Portfolio Managers DOMESTIC EQUITY Large Cap Northern Trust Asset Management, Denver, CO INTERNATIONAL & EMERGING MARKETS International BlackRock, San Francisco, CA Baillie Gifford & Co., Edinburgh, Scotland Principal Global Investors, Des Moines, IA FIXED INCOME Core Fixed Income Dodge & Cox, San Francisco, CA Prudential Investment Mgmt., Inc., Newark, NJ High Yield Loomis Sayles, Boston, MA REAL ESTATE Private Real Estate Investments Core JP Morgan Asset Mgmt., New York, NY The Carlyle Group, Washington, D.C. REAL ESTATE (Continued) Value Add Oaktree Capital Management, Los Angeles, CA PCCP, LLC, Los Angeles, CA PIMCO BRAVO III, Newport Beach, CA Blue Vista Capital Management, Chicago, IL Artemis Real Estate Partners, Chevy Chase, MD Brookfield Asset Management, New York, NY Alidade Capital, Bloomfield Hills, MI Kayne Anderson, Los Angeles, CA Tristan Capital Partners, London, United Kingdom ALTERNATIVES Private Debt/Credit Arcmont Asset Mgmt, London, United Kingdom Crescent Capital, Los Angeles, CA Monroe Capital, Chicago, IL PIMCO COF II, Newport Beach, CA Sixth Street/TAO, Dallas, TX Infrastructure JP Morgan IIF, New York, NY Ullico UIF, Silver Spring, MD Private Equity Pantheon Ventures, San Francisco, CA Midstream Energy Harvest, Wayne, PA Tortoise, Overland Park, KS City of Fresno Fire and Police Retirement System l INTRODUCTION Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 xiv City of Fresno Fire and Police Retirement System l INTRODUCTION Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 xv To protect and provide system benefits through the highest quality delivery of service for our members and the employer, prudently fulfilling our fiduciary duties of investment and conservation of Trust assets. FINANCIAL 2 Independent Auditor's Report 5 Management's Discussion and Analysis 18 Basic Financial Statements 20 Notes to the Basic Financial Statements 58 Required Supplementary Information 63 Other Supplementary Information Independent Auditor’s Report City of Fresno Fire and Police Retirement System l FINANCIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 2 City of Fresno Fire and Police Retirement System l FINANCIAL Independent Auditor's Report Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 3 City of Fresno Fire and Police Retirement System l FINANCIAL Independent Auditor's Report Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 4 Management's Discussion and Analysis We are pleased to provide this overview and analysis of the financial activities of the City of Fresno Fire and Police Retirement System (the System) for the fiscal years ended June 30, 2022 and 2021. We encourage readers to consider the information presented here in conjunction with additional information that we have furnished in the Letter of Transmittal beginning on page i of this report. Financial Highlights The System’s net position restricted for pension benefits is for payment of pension benefits to participants and their beneficiaries and all of the net position is restricted to meet the System’s ongoing obligations. At the close of the fiscal year 2022, the assets of the System exceed its current liabilities by $1,891,077,196; as of fiscal year-end 2021, the assets of the System exceeded its liabilities by $2,090,370,123; and as of fiscal year-end 2020, the assets of the System exceeded its liabilities by $1,635,299,813. The System’s net position restricted for pension benefits decreased by $199,292,927 or 9.53 percent for fiscal year 2022; for the prior fiscal year 2021, total net position increased by $455,070,310 or 27.83 percent; and for the prior fiscal year 2020, total net position decreased by $12,499,789 or 0.76 percent, all primarily as a result of the performance of the global investment markets. The System’s funding objective is to meet long-term benefit obligations through contributions and investment income. As of June 30, 2022, the date of the last actuarial valuation, the funded ratio for the System was 120.5 percent. In general, this indicates that for every dollar of benefits due we have approximately $1.21 of assets available for payment as of that date. As of June 30, 2021, the date of the previous annual actuarial valuation, the funded ratio for the System was 121.6 percent; and as of June 30, 2020, the date of the previous annual actuarial valuation, the funded ratio for the System was 116.3 percent. Additions to Fiduciary Net Position Additions for the fiscal year 2022 decreased $650,304,046 or 123.09 percent over the prior year from $528,315,522 to -$121,988,524, which includes member contributions of $10,973,174, employer contributions of $27,555,587, a net investment income loss of $(160,842,330) and net securities lending income of $325,045. Fiscal year 2021 additions increased $471,774,150 or 834.39 percent over the prior year from $56,541,372 to $528,315,522, which included member contributions of $10,256,470, employer contributions of $26,314,815, a net investment income gain of $491,507,487 and net securities lending income of $236,750. For fiscal year 2020 additions decreased $56,532,018 or 50.00 percent over the prior year from $113,073,390 to $56,541,372, which included member contributions of $10,011,831, employer contributions of $22,324,019, a net investment income gain of $23,823,204 and net securities lending income of $382,318. Deductions from Fiduciary Net Position Deductions for the fiscal year 2022 increased $4,059,191 or 5.54 percent over the prior fiscal year from $73,245,212 to $77,304,403. Fiscal year 2021 deductions increased $4,204,051 or 6.09 percent over the prior fiscal year from $69,041,161 to $73,245,212. City of Fresno Fire and Police Retirement System l FINANCIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 5 Fiscal year 2020 deductions increased $1,181,779 or 1.74 percent over the prior fiscal year from $67,859,382 to $69,041,161. The current year increase in deductions is due primarily to an increase in the number of retirees and a modest increase in the Post Retirement Supplemental Benefit (PRSB) payments for calendar year 2022. Schedule and Graph of Additions By Source For Fiscal Years Ended June 30, 2022, 2021 and 2020 (In Thousands) 2020 2021 2022 Employer Contributions $ 22,324 $ 26,315 $ 27,556 Employee Contributions 10,012 10,256 10,973 Investment Income (Loss)24,205 491,745 (160,518) TOTAL $ 56,541 $ 528,316 (121,989) Employer Contributions Employee Contributions Investment Income (Loss) 2020 2021 2022 $-200,000 $-150,000 $-100,000 $-50,000 $0 $50,000 $100,000 $150,000 $200,000 $250,000 $300,000 $350,000 $400,000 $450,000 $500,000 $550,000 City of Fresno Fire and Police Retirement System l FINANCIAL Management's Discussion and Analysis Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 6 Schedule and Graph of Deductions By Type For Fiscal Years Ended June 30, 2022, 2021 and 2020 (In Thousands) 2020 2021 2022 Benefit Payments $ 65,020 $ 68,027 $ 72,785 PRSB 1,964 1,680 2,024 Refunds of Contributions 218 1,255 369 Administrative Expenses 1,839 2,283 2,126 TOTAL $ 69,041 $ 73,245 $ 77,304 Administrative Expenses Refunds of Contributions PRSB Benefit Payments 2020 2021 2022 $0 $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 $80,000 City of Fresno Fire and Police Retirement System l FINANCIAL Management's Discussion and Analysis Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 7 Overview of the Financial Statements The following discussion and analysis are intended to serve as an introduction to the System’s financial statements, which are comprised of these components: Statement of Fiduciary Net Position – The Statement of Fiduciary Net Position presents the major categories of assets and liabilities and their related value as of the System’s fiscal years ended June 30, 2022 and 2021. “Net Position Restricted for Pension Benefits” represents funds available to pay benefits and it is a point in time or a snapshot of account balances as of the fiscal year-end. It indicates the assets available for future payments to retirees and any current liabilities. Increases and decreases in Net Position Restricted for Pension Benefits, when analyzed over time, may serve as an indicator of whether the System’s financial position is improving or deteriorating. Other factors, such as market conditions, should also be considered in measuring the System’s overall health. Statement of Changes in Fiduciary Net Position – This Statement of Changes in Fiduciary Net Position provides information about the financial activities during the reporting period that increased and decreased the Net Position Restricted for Pension Benefits. The two statements above include all assets and liabilities, using the full accrual basis of accounting, which is similar to the accounting method used by most private sector companies. All of the current year’s additions and deductions are taken into account regardless of when the cash is received or paid. All investment gains and losses are shown at trade date, not settlement date. In addition, both realized and unrealized gains and losses are shown on investments. Both statements are in compliance with Governmental Accounting Standards Board (GASB) Pronouncements. These pronouncements require certain disclosures and require State and Local governments to report using the full accrual basis of accounting. The System complies with all material requirements of these pronouncements. Notes to the Basic Financial Statements - The Notes to the Basic Financial Statements are an integral part of the basic financial statements and provide additional information that is essential to acquire a full understanding of the information and data provided in the two statements discussed above. The notes include further discussion and details regarding the System’s key policies, programs, investments and activities that occurred during the year. Required Supplementary Information – The Required Supplementary Information presents historical trend information concerning the changes in net pension liability, employer contributions and investment returns, and includes notes that explain factors that significantly affect trends in the amounts reported, such as changes of benefit terms, changes in the size or composition of the population covered by the benefit terms, or the use of different assumptions over time. The information is based on actuarial valuations prepared for the pension plan. The actuarial valuation report includes additional actuarial information that contributes to the understanding of the changes in the net pension liability of the defined benefit pension plan over the past ten years as presented in the schedule. The actuarial information is based upon assumptions made regarding future events at the time the valuations are performed and is derived for both financial reporting and funding purposes. City of Fresno Fire and Police Retirement System l FINANCIAL Management's Discussion and Analysis Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 8 Other Supplementary Information – The Other Supplementary Information, presented immediately following the required supplementary information, includes schedules pertaining to the System’s administrative expenses, investment management fees and other investment related expenses, and payments to consultants and other professional services providers. The System’s funding ratio at June 30, 2022, was 120.5 percent, which means the System’s fund has approximately $1.21 available for each $1.00 of liability. The Statement of Fiduciary Net Position and the Statement of Changes in Fiduciary Net Position report information about the System’s financial activities during the reporting periods that increased and decreased the Net Position Restricted for Pension Benefits. Financial Analysis Net Position As previously noted, net position restricted for pension benefits may serve over time as a useful indication of the System’s financial position. The System's assets exceeded its liabilities at the close of the fiscal year 2022 by $1,891,077,196. All of the net position restricted for pension benefits is available to meet the System’s ongoing obligations to plan participants and their beneficiaries. In fiscal year 2022, the System’s restricted fiduciary net position, representing assets available to pay current and future member pension benefits, decreased by 9.53 percent largely due to volatility and fluctuations lowering performance of the global investment markets; while in 2021, the System’s restricted fiduciary net position increased by 27.83 percent due to strong performance of the global investment markets; and also, due largely to volatility and fluctuations lowering performance in the investment markets in 2020, the System’s restricted fiduciary net position decreased by 0.76 percent (See Table 1). In order to determine whether the $1.891 billion in net position will be sufficient to meet future obligations, the System’s independent actuary performed an actuarial valuation as of June 30, 2022. The result of this valuation determines what future contributions by plan members and the City of Fresno are needed to pay all expected future benefits. The valuation takes into account the Board’s (the Board) funding policy which includes a provision to smooth the impact of market volatility by spreading each year’s gains or losses over five years. There has been extreme volatility in the various economies of the world and throughout the global financial markets over the past twenty to twenty-five years, therefore, it is of utmost importance to examine the System’s investment returns with a long-term view rather than a short-term focus which tends to distort the perception of how well the investments have actually performed. Historical long-term performance rates of returns demonstrate that the System has been able to meet or exceed its actuarial assumed rate of return of 7.00 percent over long periods. As of June 30, 2022, the System’s 25-year annualized return is 7.35 percent and its 20-year annualized return is 7.63 percent. Despite volatility in the stock market, management and the System’s actuary concur that the System remains in a very strong financial position to meet its obligations to the plan participants and beneficiaries. The System’s current financial position is a result of a very sound and carefully managed investment and risk management program. City of Fresno Fire and Police Retirement System l FINANCIAL Management's Discussion and Analysis Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 9 Table 1 – Fire and Police Retirement System Fiduciary Net Position Restricted For Pension Benefits As of June 30, 2022, 2021 And 2020 FY 2022 FY 2022 FY 2022 FY 2021 Increase/ (Decrease) Amount Increase/ (Decrease) Percent Current and Other Assets $ 93,847,875 $ 162,080,979 $ (68,233,104) (42.10%) Investments at Fair Value 1,899,655,163 2,068,561,597 (168,906,434) (8.17%) Total Assets $ 1,993,503,038 $ 2,230,642,576 $ (237,139,538) (10.63%) Total Liabilities 102,425,842 140,272,453 (37,846,611) (26.98%) Net Position Restricted for Pension Benefits $ 1,891,077,196 $ 2,090,370,123 $ (199,292,927) (9.53%) FY 2021 FY 2021 FY 2021 FY 2020 Increase/ (Decrease) Amount Increase/ (Decrease) Percent Current and Other Assets $ 162,080,979 $ 73,736,050 $ 88,344,929 119.81% Investments at Fair Value 2,068,561,597 1,633,470,664 435,090,933 26.64% Total Assets $ 2,230,642,576 $ 1,707,206,714 $ 523,435,862 30.66% Total Liabilities 140,272,453 71,906,901 68,365,552 95.08% Net Position Restricted for Pension Benefits $ 2,090,370,123 $ 1,635,299,813 $ 455,070,310 27.83% Total Assets Total Liabilities FY 2022 FY 2021 FY 2020 $0 $500,000,000 $1,000,000,000 $1,500,000,000 $2,000,000,000 $2,500,000,000 City of Fresno Fire and Police Retirement System l FINANCIAL Management's Discussion and Analysis Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 10 Capital Assets The System’s investment in capital assets decreased from $553,904 to $482,246 (net of accumulated depreciation) between fiscal years 2021 and 2022 after decreasing from $689,560 to $553,904 (net of accumulated depreciation) between fiscal years 2020 and 2021. This investment in capital assets includes office equipment, furniture, software, and technology infrastructure. The total decrease in the System's investment in capital and intangible capital assets as of June 30, 2022 and 2021 was attributed to the disposal of capital assets no longer of service and the annual depreciation expense which netted to $(71,658) and $(135,656), respectively. These changes in both fiscal years were primarily due to the costs incurred for the development of software to program and install an upgrade to our original pension administration system that was originally installed in 1997, which was implemented effective July 1, 2015. For additional, more detailed, information related to the System's capital assets, please refer to Note 12 - Capital Assets on page 55. Reserves Reserves are not required, nor recognized, under accounting principles generally accepted in the United States of America (GAAP). The reserves are not shown separately on the Statement of Fiduciary Net Position, but they equate to and are accounts within the net position restricted for pension benefits and are vital to the System’s operations. They are established from contributions and the accumulation of investment income, after satisfying investment and administrative expenses. Investments of the System are stated at fair value instead of at cost, which includes the recognition of unrealized gains and losses in the current period. The System’s major reserve accounts, described in Note 5 – Net Position Restricted for Pension Benefits, include Active Member (Employee) Reserve, Employer Advance/ Retired Reserve, DROP Reserve, PRSB Reserve and City Surplus Reserve. Deferred Retirement Option Program (DROP) Reserve represents funds reserved for Deferred Retirement Option Program benefits accumulated by active members and retirees. DROP is an alternate method of receiving retirement benefits. It is a voluntary program as described by the conditions and requirements of the City of Fresno Municipal Code Section 3-353. A DROP account is a nominal, bookkeeping account established within the System for each DROP participant. Monthly amounts credited to DROP accounts include an amount which represents the service retirement allowance which the member would have received if the member had retired on the date the member commenced DROP participation and interest credited at the five year average interest rate as adopted by the Retirement Board (the Board) in accordance with the City of Fresno Municipal Code requirements. Post Retirement Supplemental Benefit (PRSB) Reserve represents surplus earnings that have been allocated but not distributed to eligible participants in accordance with the City of Fresno Municipal Code Section 3-354. PRSB is a supplemental benefit distributed to eligible participants in accordance with the City of Fresno Municipal Code Section 3-354, if and only if distributable actuarial surplus is available to provide such a benefit. Actuarial surplus means the amount by which the actuarial value of the System’s assets exceeds one hundred and ten percent (110%) of the System’s actuarial accrued liabilities. City of Fresno Fire and Police Retirement System l FINANCIAL Management's Discussion and Analysis Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 11 City Surplus Reserve represents the portion of distributable actuarial surplus that has been allocated but not used as a reduction to offset or eliminate the City of Fresno’s (the City) pension contributions in accordance with the conditions and requirements of the City of Fresno Municipal Code Section 3-354 Post-Retirement Supplemental Benefits. The City Surplus Reserve Account accrues interest at the average gross rate of return earned by the System’s entire investment portfolio for each of the three prior fiscal years, including realized and unrealized gains and losses and as reduced by all investment related expenses. Table 2 shows that the vast majority of reserves are generated from Employer Advance/Retired reserves. DROP reserves represent funds credited for participants who elected to participate in the Deferred Retirement Option Program. PRSB Reserve presents that portion of distributable actuarial surplus that has been allocated for PRSB but not yet distributed to eligible participants. Additions to and deductions from PRSB occur when surpluses and allocations occur, respectively. The City Surplus reserve represents that portion of distributable actuarial surpluses and accrued interest, reduced by required City normal pension contributions. The City Surplus Reserve Account shall be drawn upon in subsequent years if needed to reduce or eliminate the City’s annual pension contribution requirement. The City Surplus Reserve Account shows positive balances for fiscal years 2022, 2021 and 2020 due to estimated surplus allocations available to the City for offsetting the City’s contributions for fiscal years 2022, 2023 and 2024. The City’s normal contribution rate for fiscal years 2022 and 2021 also included adjustments for economic and non-economic actuarial assumption changes. City of Fresno Fire and Police Retirement System l FINANCIAL Management's Discussion and Analysis Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 12 Table 2 – Fire and Police Retirement System’s Reserves As of June 30, 2022, 2021, and 2020 (In Thousands) FY 2022 FY 2021 FY 2020 Employer Advance/Retired Reserves $ 1,519,225 $ 1,731,836 $ 1,288,740 Active Member (Employee) Reserves 212,675 204,428 195,375 DROP Reserves 156,133 151,995 148,782 PRSB Reserves 2,487 1,487 1,728 City Surplus Reserves 557 624 675 Net Position Restricted for Pension Benefits $ 1,891,077 $ 2,090,370 $ 1,635,300 FY 2022 FY 2021 FY 2020 Employer Adv/RetActive Member (Employee)DROPPRSBCity Surplus$0 $250,000 $500,000 $750,000 $1,000,000 $1,250,000 $1,500,000 $1,750,000 City of Fresno Fire and Police Retirement System l FINANCIAL Management's Discussion and Analysis Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 13 System’s Activities Attributable in part to the continued volatility in global economic and financial markets, the System’s net position decreased $199,292,927 for the fiscal year 2022 resulting in a 9.53 percent decrease in the fiduciary net position restricted for pension benefits for the fiscal year ended June 30, 2022. Primarily attributable to the growth in the global financial markets in fiscal year 2021, the System’s fiduciary net position increased $455,070,310 for the fiscal year resulting in a 27.83 percent increase in the fiduciary net position restricted for pension benefits for the fiscal year ended June 30, 2021; the System’s fiduciary net position decreased $12,499,789 resulting in a 0.76 percent decrease in the fiduciary net position restricted for pension benefits for the fiscal year ended June 30, 2020. Key elements of the additions to and deductions from Fiduciary Net Position for fiscal years 2022, 2021 and 2020 are described in the sections below. Additions to the System’s Fiduciary Net Position The reserves needed to finance retirement benefits are normally accumulated through the collection of employer and employee contributions and through earnings on investment income net of investment expense. Total additions for the fiscal year ended June 30, 2022 totaled $(121,988,524). For the fiscal year ended June 30, 2022, overall additions had decreased by $650,304,046 or 123.09 percent primarily due to lower than anticipated performance in the global investment markets; for fiscal year 2021, overall additions had increased by $471,774,150 or 834.39 percent primarily due to the performance of the investment markets; for fiscal year 2020, overall additions had decreased by $56,532,018 or 50.00 percent from the prior fiscal year. The investment section of this report reviews the details of the results of investment activity for the fiscal year ended June 30, 2022. Deductions from the System’s Fiduciary Net Position The System was created to provide lifetime retirement annuities, survivor benefits and permanent disability benefits to qualified members and their beneficiaries. The cost of such programs includes recurring benefit payments, as designated by the System, refunds of contributions to terminated employees, and the cost of administering the System. Deductions from the fiduciary net position for the fiscal year ended June 30, 2022, totaled $77,304,403 which was an increase of $4,059,191 or 5.54 percent over the prior fiscal year 2021. Deductions from the fiduciary net position for the fiscal year ended June 30, 2021, totaled $73,245,212 which was an increase of $4,204,051 or 6.09 percent over the prior fiscal year 2020. The fiscal year ended June 30, 2020 had deductions from the fiduciary net position totaling $69,041,161, which was an increase of $1,181,779 or 1.74 percent over the prior fiscal year 2019. The current year increase in benefits paid resulted primarily from a modest increase in PRSB payments for calendar year 2022 and the normal increase in the number of new retirees receiving benefits. The System’s increases in total expenses have closely paralleled inflation and the growth in the membership and services provided. The System has consistently met its Administrative Expense Budget. There are no material variances between planned expenses and actual expenses. City of Fresno Fire and Police Retirement System l FINANCIAL Management's Discussion and Analysis Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 14 Changes in Fiduciary Net Position (Condensed) For Fiscal Years Ended June 30, 2022, 2021 and 2020 FY 2022 FY 2022 Increase/ (Decrease) Increase/ (Decrease) FY 2022 FY 2021 Amount Percent Additions Employer Contributions $ 27,555,587 $ 26,314,815 $ 1,240,772 4.72% Employee Contributions 10,973,174 10,256,470 716,704 6.99% Net Investment Income (Loss)* (160,517,285) 491,744,237 (652,261,522) (132.64%) Total Additions $ (121,988,524) $ 528,315,522 $ (650,304,046) (123.09%) Deductions Retiree Benefit Payments $ 72,785,132 $ 68,027,466 $ 4,757,666 6.99% Post Retirement Supplemental Benefit (PRSB) 2,024,479 1,680,059 344,420 20.50% Refunds of Contributions 368,506 1,255,390 (886,884) (70.65%) Administrative Expenses 2,126,286 2,282,297 (156,011) (6.84%) Total Deductions $ 77,304,403 $ 73,245,212 $ 4,059,191 5.54% Changes in Net Position (199,292,927) 455,070,310 (654,363,237) 143.79% Net Position Restricted for Pension Benefits Beginning of the Year 2,090,370,123 1,635,299,813 455,070,310 27.83% End of the Year $ 1,891,077,196 $ 2,090,370,123 $ (199,292,927) (9.53%) * Net of investment expense of $20,639,898 and $16,497,809 for June 30, 2022 and 2021, respectively. FY 2021 FY 2021 Increase/ (Decrease) Increase/ (Decrease) FY 2021 FY 2020 Amount Percent Additions Employer Contributions $ 26,314,815 $ 22,324,019 $ 3,990,796 17.88% Employee Contributions 10,256,470 10,011,831 244,639 2.44% Net Investment Income * 491,744,237 24,205,522 467,538,715 1,931.54% Total Additions $ 528,315,522 $ 56,541,372 $ 471,774,150 834.39% Deductions Retiree Benefit Payments $ 68,027,466 $ 65,019,584 $ 3,007,882 4.63% Post Retirement Supplemental Benefit (PRSB) 1,680,059 1,964,344 (284,285) (14.47%) Refunds of Contributions 1,255,390 217,962 1,037,428 475.97% Administrative Expenses 2,282,297 1,839,271 443,026 24.09% Total Deductions $ 73,245,212 $ 69,041,161 $ 4,204,051 6.09% Changes in Net Position 455,070,310 (12,499,789) 467,570,099 3,740.62% Net Position Restricted for Pension Benefits Beginning of the Year 1,635,299,813 1,647,799,602 (12,499,789) (0.76%) End of the Year $ 2,090,370,123 $ 1,635,299,813 $ 455,070,310 27.83% * Net of investment expense of $16,497,809 and $15,650,520 for June 30, 2021 and 2020, respectively. City of Fresno Fire and Police Retirement System l FINANCIAL Management's Discussion and Analysis Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 15 System’s Fiduciary Responsibilities The System’s Board and management staff are fiduciaries of the pension trust fund. Under the California Constitution, the assets must be used exclusively for the benefit of plan participants and their beneficiaries. Requests for Information This financial report is designed to provide the Retirement Board, our membership, taxpayers, investment managers, and creditors with a general overview of the City of Fresno Fire and Police Retirement System’s finances, and to show accountability for the funds it receives. Questions concerning any of the information provided in this report, or requests for additional financial information should be addressed to: City of Fresno Fire and Police Retirement System 2828 Fresno Street Suite 201 Fresno, California 93721-1327 Respectfully submitted, Signature Robert T. Theller, Esq. Retirement Administrator November 29, 2022 City of Fresno Fire and Police Retirement System l FINANCIAL Management's Discussion and Analysis Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 16 THIS PAGE INTENTIONALLY LEFT BLANK Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 17 Basic Financial Statements Statement of Fiduciary Net Position As of June 30, 2022 and 2021 2022 2021 ASSETS Cash (Note 7)$ 1,094,989 $ 2,691,523 Collateral Held for Securities Lent (Note 9) 71,908,913 96,292,191 Receivables Receivables for Investments Sold 15,857,861 37,897,704 Interest and Dividends 3,066,370 2,881,435 Other Receivables 1,281,018 21,641,983 Total Receivables 20,205,249 62,421,122 Prepaid Expenses — — Total Current Assets 93,209,151 161,404,836 Investments at Fair Value and NAV (Note 6 and Note 7) Domestic Equity 577,967,969 756,804,394 International Developed Market Equities 242,802,184 322,127,104 Government Bonds 112,292,555 81,879,287 Corporate Bonds 203,487,174 208,732,683 Alternatives 464,780,298 334,062,192 Real Estate 291,143,285 254,209,598 International Emerging Market Equities — 79,062,676 Short-Term Investments 7,181,698 31,683,663 Total Investments 1,899,655,163 2,068,561,597 Capital Assets Net of Accumulated Depreciation (Note 12) 482,246 553,904 Other Assets 156,478 122,239 Total Assets 1,993,503,038 2,230,642,576 LIABILITIES Collateral Held for Securities Lent (Note 9) 71,908,913 96,292,191 Payable for Investments Purchased 27,270,543 20,455,548 Other Liabilities 1,964,537 1,931,178 Payable for Foreign Currency Purchased 1,281,849 21,593,536 Total Liabilities 102,425,842 140,272,453 Net Position Restricted for Pension Benefits (Note 5)$ 1,891,077,196 $ 2,090,370,123 The accompanying notes to the basic financial statements on pages 20 -57 are an integral part of this statement. City of Fresno Fire and Police Retirement System l FINANCIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 18 Statement of Changes in Fiduciary Net Position For Fiscal Years Ended June 30, 2022 and 2021 2022 2021 ADDITIONS Contributions (Note 3) Employer $ 27,555,587 $ 26,314,815 Employee 10,973,174 10,256,470 Total Contributions 38,528,761 36,571,285 Investment Income (Loss) Net Appreciation/(Depreciation) in Fair Value of Investments (167,440,277) 482,149,077 Interest 10,071,154 10,225,801 Dividends 16,940,309 15,483,580 Other Investment Related 66,935 87,710 Total Investment Income (Loss) (140,361,879) 507,946,168 Less: Investment Expense (20,480,451) (16,438,681) Total Net Investment Income (Loss) (160,842,330) 491,507,487 Securities Lending Income Securities Lending Earnings (Note 9) 484,492 295,878 Less: Securities Lending Expense (159,447) (59,128) Total Net Securities Lending Income 325,045 236,750 Total Additions (121,988,524) 528,315,522 DEDUCTIONS Benefit Payments 72,785,132 68,027,466 Post Retirement Supplemental Benefits (Note 11) 2,024,479 1,680,059 Refunds of Contributions 368,506 1,255,390 Administrative Expense 2,126,286 2,282,297 Total Deductions 77,304,403 73,245,212 Changes in Net Position (199,292,927) 455,070,310 NET POSITION RESTRICTED FOR PENSION BENEFITS BEGINNING OF YEAR 2,090,370,123 1,635,299,813 END OF THE YEAR $ 1,891,077,196 $ 2,090,370,123 The accompanying notes to the basic financial statements on pages 20 -57 are an integral part of this statement. City of Fresno Fire and Police Retirement System l FINANCIAL Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 19 Notes to the Basic Financial Statements 1 Significant Provisions of the Retirement System The City of Fresno Fire and Police Retirement System (the System) was established on July 1, 1955, under provisions of the City of Fresno Ordinance Number 4611, and Charter Section 910, and is maintained and governed by Articles 3 and 4 of Chapter 3 of the Municipal Code of the City of Fresno (the City) but not under the control of the City Council. The System is a single-employer, contributory, defined benefit pension plan. The System is a public employee retirement system that provides lifetime retirement, disability, and death benefits to the safety members employed by the City of Fresno, which includes all full time sworn fire, police and airport safety personnel. The System is administered by the Fire and Police Retirement Board (Board) which operates under the authority vested in Articles 3 and 4 of Chapter 3 of the City of Fresno Municipal Code and the California Pension Protection Act of 1992 which provides that “the members of the Retirement Board of a public retirement system shall discharge their duties…solely in the interest of, and for the exclusive purpose of providing benefits to participants and their beneficiaries, minimizing employer contribution thereto, and defraying reasonable expenses of administering the System." The Fire and Police Retirement Board does not operate under the control of the City Council. The Board has the sole and exclusive responsibility to administer the System in a manner that will assure prompt delivery of benefits and related services to the members and their beneficiaries. Fiduciary oversight of the Fire and Police Retirement System is vested with the Board, which consists of five (5) members: two (2) management employees who are appointed by the Mayor and confirmed by the City Council, one (1) employee who is elected by the sworn Fire Department members of the System, and one (1) employee who is elected by the Police and Airport Safety Officers of the System; both elected members serve a four-year term. The fifth and final member of the Board is a qualified elector of the County of Fresno, not connected with its government, elected by the previously designated four members and serves at the pleasure of the Board. The Board, in conjunction with the Employees Retirement Board, appoints, directs and oversees a Retirement Administrator. The Retirement Administrator is responsible for the overall management and administration of the Employees and Fire and Police Retirement Systems in accordance with the direction, policy and goals set by the Boards and for providing highly responsible and complex administrative support to the Boards. The Retirement Administrator serves at the pleasure of the Boards. Working closely with the Boards, the Retirement Administrator and his staff develop investment and benefits policies, coordinate member services and programs, and develop long-term strategies that fulfill the Systems’ mission and goals. The Board oversees the Retirement Administrator and staff in the performance of their duties in accordance with the City of Fresno Municipal Code and the Board’s Rules, Regulations and Policies. City of Fresno Fire and Police Retirement System l FINANCIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 20 Membership and Benefit Eligibility The Fire and Police Retirement System is one System with two tiers. Effective August 27, 1990, the City of Fresno (the City) added the Fire and Police Second Tier for all full time sworn fire, police and airport safety personnel hired on or after that date (and closed the Fire and Police First Tier to new entrants). Both tiers are governed by the City of Fresno Municipal Code. The provisions of Tier 1 are set forth in Article 3 of Chapter 3, while the Tier 2 provisions are stated in Article 4. All permanent sworn Fire and Police personnel of the City of Fresno are eligible to participate in the plan. Temporary Public Safety employees are not eligible to participate in the plan. Employees become eligible for membership on their first day of full-time regular employment, and members become fully vested after earning 5 years of service credit. Total participants of the System were comprised of the following at June 30, 2022 and 2021: 2022 2021 Active Members Vested 856 845 Non-Vested 280 240 Total Active Members 1,136 1,085 Retirees and Beneficiaries of Deceased Retirees, Currently Receiving Benefits 1,154 1,125 Inactive Vested Members 58 90 Total Retirees, Beneficiaries, and Inactive Members 1,212 1,215 Grand Total 2,348 2,300 Benefit Provisions The System provides lifetime retirement, disability, and death benefits to all eligible permanent sworn Fire, Police and Airport personnel employed by the City of Fresno. The retirement (pension) benefits the member will receive are based upon a combination of age at retirement, years of credited service, final average monthly salary, tier and the option selected by the participant. Death and disability benefits are additionally based upon whether the disability was service connected and whether the death occurred before or after retirement. Members' contributions, including interest, are 100 percent vested at all times. Employer contributions do not become vested until completion of 10 years of credited service under the First Tier and five years of credited service under the Second Tier when they become 100 percent vested, but are not payable until the member attains the age of 50 under both tiers. Contributions are made by the members and the employer at rates recommended by the System’s actuary and adopted by the Retirement Board. Member Retirement Benefits Members of Tier 1, hired prior to August 27, 1990, are eligible to retire once they attain the age of 65 regardless of service or at age 50 and have acquired 10 or more years of retirement service credit. The Tier 1 benefit is calculated pursuant to the provisions of Section 3-333 of the City of Fresno Municipal Code. The monthly allowance for a member with at least 20 years of service who retires from active status is equal to 55 percent of final compensation plus 2 percent of final compensation for each year of service in excess of 20 years completed after age 50. For Tier 1, final average compensation consists of the final highest consecutive 36 months of compensation earnable calculated using the rate of pay actually earned by the member in effect at the time of retirement. Some members can elect to have their final compensation based on a rank average. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 21 Members of Tier 2, hired on or after August 27, 1990, are eligible to retire once they attain the age of 65 regardless of service or at age 50 and have acquired 5 or more years of retirement service credit. The Tier 2 benefit is calculated pursuant to the provisions of Section 3-411 of the City of Fresno Municipal Code. The monthly allowance for a member who is age 55 or older is equal to 2.70 percent of final compensation times years of accrued retirement service credit. The maximum monthly retirement allowance is 75 percent of final compensation. For Tier 2, final average compensation consists of the highest consecutive 36 months of compensation earnable during any 36 months of service before the date of retirement. The member may elect an unmodified retirement allowance, or choose an optional retirement allowance. The unmodified retirement allowance provides the highest monthly benefit and a 66 2/3 percent continuance to an eligible surviving spouse or domestic partner. An eligible surviving spouse is one married to the member one year prior to the effective retirement date for members retiring on or before the effective date (February 10, 2000) of Ordinance No. 2000-5. For members retiring after the effective date of Ordinance 2000-5, an eligible surviving spouse or domestic partner is one married to or registered with the member on or before the date of retirement. There are four optional retirement allowances the member may choose. Each of the optional retirement allowances requires a reduction in the unmodified retirement allowance in order to allow the member the ability to provide certain benefits to a surviving spouse, domestic partner, or named beneficiary having an insurable interest in the life of the member. The City of Fresno contributes to the retirement plan based upon actuarially determined contribution rates adopted by the Board. Employer contribution rates are adopted annually based upon recommendations received from the Retirement System’s actuary after the completion of the annual actuarial valuation. The average employer contribution rate as of June 30, 2022 for 2021-2022 (based on the June 30, 2020 valuation) was 22.47 percent of compensation. All members are required to make contributions to the Retirement System. The average member contribution rate as of June 30, 2022 for 2021-2022 (based on the June 30, 2020 valuation) was 8.95 percent of compensation. Deferred Retirement Option Program (DROP) DROP is an optional voluntary program that allows a member to have his or her retirement benefits deposited in a special account within the System while the member continues to work in his or her current position. It is a voluntary method of receiving a distribution of retirement benefits; it is not an additional retirement benefit. DROP may not be beneficial to all members. Each member must determine how the DROP option will affect the member’s retirement benefits prior to making an election to enter the DROP. The member’s retirement benefits are determined as of the date of entry into the DROP option and accumulate in the member’s DROP account while the member continues to work. Members entering DROP, after January 27, 2011 in accordance with ordinances that amended sections of the City of Fresno Municipal Code, continue making employee contributions. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 22 Eligibility: Any member who is eligible for a service retirement and is age 50 with a minimum of 5 years of service. Participation Period: The maximum participation period is ten years. Because the participation period cannot be extended, the member must retire at its conclusion; however, the member may end participation in DROP and terminate employment with the City and begin retirement at any time prior to the end of the ten-year period. DROP Account: A DROP account is set up for each participant; the monthly amount credited to DROP accounts include an amount which represents the service retirement allowance which the member would have received if the member had retired on the date the member commenced DROP participation. Interest is also credited to the DROP account monthly at a rate which is set annually by the Retirement Board. The rate is based on the prior five-year moving average of net market returns of the System's investments in accordance with the City of Fresno Municipal Code requirements. The Board is authorized to reduce the annual interest crediting rate up to 3 percent, if necessary, to maintain DROP’s cost neutrality. A DROP account is a nominal, bookkeeping account established within the System for each DROP participant. Upon termination of DROP participation and retirement from the City, a member receives the amounts credited to their DROP account, including interest. In addition, the member will also begin receiving his or her monthly retirement allowance in the amount being credited to their DROP account. The member may select a method of withdrawing the money from his or her DROP account from the options provided. DROP Reserves which represent funds reserved for DROP benefits accumulated by active members and retirees were $156,132,597 and $151,994,981 as of June 30, 2022 and 2021, respectively. Terminated Member Benefits If a member terminates before earning five years of credited service, the member forfeits the right to receive his or her service retirement benefit and is entitled to withdraw refundable contributions made, together with accumulated interest. If the member enters a reciprocal retirement system within 180 days (6 months) of terminating employment with the City of Fresno and elects to leave their accumulated contributions on deposit with the System, then the member will receive a deferred retirement allowance when eligible. Death and Disability Benefits Death benefits are based upon whether the death occurred before or after retirement. Disability benefits are based upon final average salary, years of credited service and whether the member is over or under age 50 and whether the permanent incapacity is found to be service connected (caused by the job) or ordinary (injury or illness not caused by their job) disability. There is no minimum service requirement before benefits are payable for service-connected disability. However, in order to receive ordinary disability benefits, the member must have completed at least 10 years of service. Cost-of-Living Benefits Cost-of-living adjustment (COLA) increases for the First Tier retirees are determined by the increases attached to ranks of active safety employees for those having retired under the rank-average option. For those retired under the 3-year average, cost-of-living is based on the percentage of change in the weighted mean average monthly compensation attached to all ranks of members, as compared with the prior fiscal year and limited to a maximum of 5 percent per year. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 23 Tier 1 cost-of-living adjustments (COLA) depend on the type of method chosen by the employee at retirement. If the employee chose the Career Rank method, the COLA is a recalculation of his/her retirement based on the new salaries adopted for the current year. If the method chosen by the retiree is the final 3-year method, the COLA is based on the change in the weighted mean average compensation attached to all ranks in the department with a cap of five percent (5%) per year. Any excess over the 5% is banked for use in years when the COLA calculation is less than 5%. Cost-of-Living Adjustment (COLA) increases for the Tier 2 retirees will be determined by the change in the Consumer Price Index (CPI) with a maximum of 3 percent per year. Provisions for the COLA increases are outlined in the City of Fresno Municipal Code and changes may be made only by code amendment. Tier 2 COLAs are based on the change in the CPI (for all Urban Wage Earners and all Clerical Workers – U.S. City Average) as provided in the City of Fresno Municipal Code. Retirement staff research the percentage change in CPI and propose that percent to the Fire and Police Retirement Board as the COLA to be adopted for the following fiscal year. This procedure must be completed by the end of April each year for implementation in January of the following calendar year. The COLA is limited to a three percent (3%) maximum change per year and any excess over 3 percent is banked for the retiree for use in a year where the percent of CPI change is less than 3 percent. The Board adopted the annual COLA adjustment, pursuant to Section 3-411, 1.45 percent, January 1, 2022, 2.3 percent, January 1, 2021, 1.8 percent, effective January 1, 2020. 2 Summary of Significant Accounting Policies Reporting Entity The Retirement System, with its own governing board, is an independent governmental entity separate and distinct from the City of Fresno. The System’s annual financial statements are included in the City of Fresno Annual Financial Report as a pension trust fund. Basis of Accounting The System’s financial statements are prepared using the accrual basis of accounting and in accordance with accounting principles generally accepted in the United States of America (GAAP), under which revenues are recognized when earned and deductions are recorded when the liability is incurred. Employer and employee contributions are recognized as revenue when due. Contributions are recorded in the period the related salaries are earned and become measurable. Investment income is recognized when it is earned. The net appreciation in fair value of investments held by the System is recorded as an increase to investment income based on the valuation of investments at fiscal year end, which includes both realized and unrealized gains and losses on investments. Retirement benefits and refunds are recognized when due and payable under the terms of the plan and per Sections 3-322 and 3-324 of the City of Fresno Municipal Code. Other expenses are recognized when the corresponding liabilities are incurred. Securities lending transactions are accounted for in accordance with Governmental Accounting Standards Board (GASB) Statement No. 28, Accounting and Financial Reporting for Securities Lending Transactions, which establishes reporting standards for securities lending transactions. In accordance with Statement No. 28, cash received as collateral on securities lending City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 24 transactions and investments made with that cash are reported as assets and liabilities resulting from these transactions and are both reported in the Statement of Fiduciary Net Position. In addition, the costs of securities lending transactions are reported as an expense in the Statement of Changes in Fiduciary Net Position. Investments The System is authorized by the City of Fresno Municipal Code and the policies of the Retirement Board to invest in any form or type of investment deemed prudent by the Board and does so through its Investment Objectives and Policy Statement which establishes and outlines the responsibilities of the various parties that are associated with managing assets of the Retirement System, consistent with applicable sections of the City of Fresno Municipal Code, Federal laws and Article XVI, Section 17(c) of the Constitution of the State of California which provides that “the member of the Retirement Board of a public pension or retirement system shall discharge their duties with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with these matters would use in the conduct of an enterprise of a like character and with like aim.” System investments are reported at fair value. Fair value is the amount that the System can reasonably expect to receive for an investment in a current sale between a willing buyer and seller, that is, other than in a forced or liquidation sale. Fair value for investments of publicly traded securities is stated at fair value based upon closing sales prices reported on recognized securities exchanges on the last business day of the period or for listed securities having no sales reported and for unlisted securities, based upon last reported bid prices. All purchases and sales of securities are accounted for on a trade date basis and dividends declared but not received are accrued on the ex-dividend date. Short-term investments are reported at cost, which approximates fair value. Securities traded on national or international exchanges are valued at the last reported sales price at current exchange rates. Investments in both bonds and mortgage backed pass-through certificates are carried at fair value. Cost values, as shown, are derived from Master Custodial Transaction Records. The fair value of real estate investments is based on independent appraisals. Investments that do not have an established market are reported at estimated fair values. The asset allocation policy set by the Board, in conjunction with the Employees Retirement Board, is outlined in the Boards’ Investment Objectives and Policy Statement. Plan assets are managed with a long-term objective of achieving and maintaining a fully funded status for the benefits provided by the System. The table on the following page provides the Boards’ adopted asset allocation policy as of June 30, 2022 and 2021. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 25 Asset Allocation Policy As of June 30, 2022 and 2021 Asset Class FY 2022 FY 2021 Domestic Equity Large Cap 25.0% 15.8% Small Cap 0.0% 7.2% International Equity Developed Markets 23.0% 19.0% Emerging Markets 0.0% 6.0% Fixed Income Core Fixed Income 13.0% 10.0% High Yield Bonds 3.0% 5.0% Real Estate Core Real Estate 10.0% 11.0% Value Add Real Estate/REITs 4.0% 4.0% Alternatives Infrastructure 5.0% 4.0% MLPs 4.0% 5.0% Private Equity 3.0% 5.0% Private Debt 10.0% 8.0% Short-Term Investments 0.0% 0.0% 100% 100% Estimates The preparation of financial statements in accordance with generally accepted accounting principles (GAAP) requires the System administrator to make estimates and assumptions that affect certain amounts and disclosures. Accordingly, actual results may differ from those estimates. Reclassifications Certain amounts presented in the prior year's data has been reclassified to be consistent with the current year's presentation. Such reclassifications had no effect on previously reported fiduciary net position. Implementation of New Accounting Pronouncements For the year ended June 30, 2022, the Board adopted and the System implemented all applicable new GASB pronouncements. The most recent pronouncements, effective for fiscal year ended June 30, 2022, are provided below. GASB Statement No. 87 - Leases, was issued in June 2017. This Statement increases the usefulness of governments’ financial statements by requiring recognition of certain lease assets and liabilities for leases that previously were classified as operating leases and recognized as inflows of resources or outflows of resources based on the payment provisions of the contract. It establishes a single model for lease accounting based on the foundational principle that leases are financings of the right to use an underlying asset. The system has determined that this standard is not currently applicable, as it has no current applicable lease contracts, thus having no material impact on the System's financial statements. GASB Statement No. 89 - Accounting for Interest Cost Incurred Before the End of a Construction Period, was issued in June 2018. This Statement requires that interest cost incurred before the end of a construction period be recognized as an expense in the period in which the cost is incurred for financial statements prepared using the economic resources measurement focus. The System has determined that this standard is not applicable, and thus has no material impact on the System's financial statements. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 26 GASB Statement No. 92 - Omnibus 2020, was issued in January 2020. The objectives of this Statement are to enhance comparability in accounting and financial reporting and to improve the consistency of authoritative literature by addressing issues that have been identified during implementation and application of certain GASB Statements. This Statement addresses a variety of topics and specific provisions of previous statements. The System has determined that this standard is not applicable, and thus has no material impact on the System's financial statements. GASB Statement No. 93 - Replacement of Interbank Offered Rates, was issued in March 2020. The objective of this Statement is to address the accounting and financial reporting implications that result from the replacement of Interbank Offered Rates (IBOR). As a result of global reference rate reform, London Interbank Offered Rate (LIBOR) is expected to cease to exist in its current form at the end of 2021, prompting governments to amend or replace financial instruments for the purpose of replacing LIBOR with other reference rates, by either changing the reference rate or adding or changing fallback provisions related to the reference rate. The System has determined that this standard is not applicable, and thus has no material impact on the System's financial statements. GASB Statement No. 97 - Certain Component Unit Criteria, and Accounting and Financial Reporting for Internal Revenue Code Section 457 Deferred Compensation Plans—an amendment of GASB Statements No. 14 and No. 84, and a supersession of GASB Statement No. 32, was issued in June 2020. This Statement requires that for purposes of determining whether a primary government is financially accountable for a potential component unit, except for a potential component unit that is a defined contribution pension plan, a defined contribution OPEB plan, or an other employee benefit plan (for example, certain Section 457 plans), the absence of a governing board should be treated the same as the appointment of a voting majority of a governing board if the primary government performs the duties that a governing board typically would perform. 3 Contributions Authority to Collect The responsibility for both City and employee contributions to the System is mandated by the City of Fresno Municipal Code Sections 3-319, 3-324, and 3-405. Contributions are made by the members and the employer at rates recommended by the System’s independent actuary and adopted by the Board. All active members are required to make contributions to the System. Employee contribution rates vary in Tier 1 according to entry age and are designed to provide funding for approximately one-third of the retirement benefits. The Tier 1 average member contribution rate as of June 30, 2022 for 2021-2022 (based on the June 30, 2020 valuation) was 0.00% of compensation for members not in the DROP Program. The Tier 1 average member contribution rate as of June 30, 2021 for 2020-2021 (based on the June 30, 2019 valuation) was 0.00% of compensation. Employee contribution rates in Tier 2 are established at nine percent (9%) of pensionable base pay. The City’s contribution rates are designed to provide funding for the remaining regular retirement and cost-of- living benefits, as well as all disability and survivors’ benefits. The aggregate employer contribution rate as of June 30, 2022 for 2021-2022 (based on the June 30, 2020 valuation) was 22.56% of compensation. The aggregate employer contribution rate as of June 30, 2021 for 2020-2021 (based on the June 30, 2019 valuation) was 22.82% of compensation. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 27 One of the funding objectives of the System is to establish contribution rates which, over time, will remain level as a percentage of payroll unless the System benefit provisions are changed. Funding Status & Method Comprehensive Actuarial Funding Policy and Actuarial Cost Methodology for Funding Purposes The Board adopted a Comprehensive Actuarial Funding Policy on November 7, 2012. For the Fire & Police Retirement System, that policy included a change in actuarial cost methodology from the aggregate Entry Age Normal funding method used for funding purposes to the individual Entry Age Normal (EAN) method as this individual EAN method is used by a substantial majority of the retirement systems in California and nationwide. More importantly, the Board made this change in actuarial cost methodology due to the adoption of GASB Statements No. 67 and 68 which substantially revises the financial reporting requirements for governmental pension plans and their sponsors. Goals of the Actuarial Funding Policy: • To achieve long-term full funding of the cost of benefits provided by the System; • To seek reasonable and equitable allocation of the cost of benefits over time; and • To minimize any volatility of the City’s contribution to the extent reasonably possible, consistent with other policy goals. Funding Requirements and Policy Components The System’s annual funding requirement is comprised of a payment of the Normal Cost and a payment on the Unfunded Actuarial Accrued Liability (UAAL) if applicable. The Normal Cost and the amount of the payment on UAAL are determined by three components of the Board’s funding policy: 1) Actuarial Cost Method – the techniques used to allocate the cost/liability of retirement benefits to a given period; 2) Asset Smoothing Method – the techniques that spread the recognition of investment gains or losses over a period of time for the purposes of determining the Actuarial Value of Assets used in the actuarial valuation process; and 3) Amortization Policy – the decisions on how, in terms of duration and pattern, to fund the difference between the Actuarial Accrued Liability and the Actuarial Value of Assets in a systematic manner. Using the Asset Smoothing Method, the investment gains or losses of each valuation period, as a result of comparing the actual market return to the expected market return, are recognized in level amounts over five (5) years in calculating the Actuarial Value of Assets. As of June 30, 2022, the System does not have an Unfunded Actuarial Accrued Liability (UAAL). The Board’s Amortization Policy sets forth the amortization procedures for funding any UAAL or amortization and allocation of any available surplus in the System. Any new UAAL as a result of actuarial gains or losses identified in the annual valuation as of June 30 will be amortized over a period of fifteen (15) years. Any new UAAL as a result of any change in actuarial assumptions or methods will be amortized over a period of twenty-five (25) years. The amortization period for any increase in UAAL as a result of any amendments to the System will be amortized over a period of fifteen (15) years, while any increase in UAAL resulting from a temporary retirement incentive will be funded over a period not to exceed five (5) years. UAAL shall be amortized over “closed” (separate) amortization periods so that the amortization period for each layer decreases by one year with each actuarial valuation. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 28 UAAL is amortized as a level percentage of payroll so that the amortization amount in each year during the amortization period shall be expected to be a level percentage of covered payroll, taking into consideration the current assumption for general payroll increase. If an overfunding status exists (i.e., the Valuation Value of Assets exceeds the Unfunded Actuarial Accrued Liability (UAAL), the System is considered to have a surplus in the System as of a point in time), such actuarial surplus and any subsequent surpluses will be amortized over an “open” amortization period of twenty-five (25) years. This amortization period of twenty-five years shall be applicable to the provisions in the City of Fresno Municipal Code Sections relating to the amortization period used in the calculation of the Post Retirement Supplement Benefit (PRSB). Any prior Unfunded Actuarial Accrued Liability (UAAL) amortization layers will be considered fully amortized, and any subsequent UAAL will be amortized over fifteen (15) years as the first of a new series of amortization layers. The System uses a five year smoothing of market gains and losses to derive the actuarial value of assets. For the fiscal year ended June 30, 2022, the actuarial value of assets was $1.791 billion with a funded percentage of 120.5 percent on a valuation value of assets. The progress being made towards meeting the System’s funding objective through June 30, 2022 is illustrated in the Schedule of Funding Progress shown below and in the Actuarial Section on page 89. Schedule of Funding Progress For The Three Years Ending June 30, 2022 (Dollars in Millions) (1)(2)(3)(4)(5)(6) Actuarial Valuation Date Actuarial Valuation Value of Assets Actuarial Accrued Liability (AAL) Percentage Funded (1)/(2) Prefunded / (Unfunded AAL) (2)–(1) Annual Covered Payroll Prefunded / (Unfunded AAL) Percentage of Covered Payroll [(2) - (1)] / (5) 2022 $1,791 $1,487 120.5%$304 $128 238.5% 2021 $1,696 $1,395 121.6%$301 $120 250.3% 2020 $1,548 $1,331 116.3%$217 $118 183.6% Funding Policy The City currently funds, at a minimum, the amounts recommended by the actuary and approved by the Retirement Board. Such amounts are determined using the individual entry age normal funding method applied to the projected benefits in determining the Normal Cost and Actuarial Accrued Liability. If there is a positive (Surplus) or negative (Unfunded) difference between the Valuation of Assets and the Actuarial Accrued Liability (AAL), the amortization policy determines the amortization of the Unfunded Actuarial Accrued Liability (UAAL) on a level percentage of payroll needed to fund the UAAL or the amount of available surplus which would be distributable in any given year. This method produces an employer contribution rate consisting of amounts for (a) normal cost and (b) amortization of any unfunded (UAAL) or prefunded (PAAL) actuarial accrued liability. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 29 These minimum contributions are recognized currently in the Statement of Changes in Fiduciary Net Position. Employees' contributions are funded and recognized currently through payroll deductions in amounts recommended by the actuary. Costs of administering the System are charged against System assets. Total contributions to the System for fiscal year 2022 totaled $38,528,761. Employees (members in both tiers) contributed $10,973,174 and the City made (basic and cost-of-living adjustments (COLA)) contributions of $27,555,587. For fiscal year 2021, total contributions to the system totaled $36,571,285. Employees (members in both tiers) contributed $10,256,470 and the City made (basic and cost-of-living adjustments (COLA)) contributions of $26,314,815. First Tier Contributions aggregating $338,634 ($246,232 net employer and $92,402 employee) were made in fiscal year 2022, based on an actuarial valuation determined as of June 30, 2020, which became effective for the year ended June 30, 2022. For fiscal year 2022, the employer contribution rate was set at 28.76 percent; however, only a cash contribution of $246,232 was required from the City due to the difference between actual and the estimated June 30, 2020 surplus allocated to the City in the June 30, 2019 valuation for offsetting the City’s contributions for the 2020/2021 plan year. Based on the June 30, 2020 actuarial valuation, the employer contributions represent 22.56 percent of the fiscal year 2022 covered payroll. Although the June 30, 2020 actuarial valuation shows the employee contribution rate of 0.00 percent for Tier 1 because there are no new Tier 1 members, the actual employee contributions represent 5.91 percent of covered payroll for those active members participating in DROP. Contributions aggregating $845,704 ($650,944 net employer and $194,760 employee) were made in fiscal year 2021, based on an actuarial valuation determined as of June 30, 2019, which became effective for the year ended June 30, 2021. For fiscal year 2021, the employer contribution rate was set at 29.55 percent; however, only a cash contribution of $650,944 was required from the City due to the difference between actual and the estimated June 30, 2019 surplus allocated to the City in the June 30, 2018 valuation for offsetting the City’s contributions for the 2019/2020 plan year. Based on the June 30, 2019 actuarial valuation, employer and employee contributions represented 22.82 percent and 0.00 percent, respectively, of the fiscal year 2021 covered payroll. Second Tier Contributions aggregating $38,190,127 ($27,309,355 net employer and $10,880,772 employee) were made in fiscal year 2022, based on an actuarial valuation determined as of June 30, 2020, which became effective for the year ended June 30, 2022. For fiscal year 2022, the employer contribution rate was set at 25.27 percent; however, only a cash contribution of $27,309,355 was required from the City due to the difference between actual and the estimated June 30, 2020 surplus allocated to the City in the June 30, 2019 valuation for offsetting the City’s contributions for the 2020/2021 plan year. Employer and employee contributions represented 22.56 percent and 9.00 percent, respectively, of the fiscal year 2022 covered payroll. Contributions aggregating $35,725,581 ($25,663,871 net employer and $10,061,710 employee) were made in fiscal year 2021, based on an actuarial valuation determined as of June 30, 2019, which became effective for the year ended June 30, 2021. For fiscal year 2021, the employer contribution rate was set at 25.79 percent; however, only a cash contribution of $25,663,871 was required from the City due to the difference between actual and the estimated June 30, 2019 surplus allocated to the City in City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 30 the June 30, 2018 valuation for offsetting the City’s contributions for the 2019/2020 plan year. Employer and employee contributions represented 22.90 percent and 9.00 percent, respectively, of the fiscal year 2021 covered payroll. Contributions Required and Contributions Made The City’s normal contributions to the Fire and Police Retirement System for 2022 were estimated in accordance with actuarially determined requirements computed through an actuarial valuation performed as of June 30, 2020, and are shown below: Actuarial Rates as a Percentage of Pensionable Payroll Effective Effective FY 22 FY 21 Employer Normal (First Tier) 28.76% 29.55% Employer Normal (Second Tier) 25.27% 25.79% Normal Cost FY 2022 Tier 1 Tier 2 Total Employee Contributions $ 92,402 $ 10,880,772 $ 10,973,174 Employer Contribution Rate 28.76 % 25.27 % Employer Contributions $ 339,552 $ 30,594,478 $ 30,934,030 Prior Year Contribution (Surplus)/Shortfall (93,320) (3,285,123) (3,378,443) Net Employer Contributions $ 246,232 $ 27,309,355 $ 27,555,587 Pensionable Payroll $ 1,563,301 $ 121,070,354 $ 122,633,655 FY 2021 Tier 1 Tier 2 Total Employee Contributions $ 194,760 $ 10,061,710 $ 10,256,470 Employer Contribution Rate 29.55 % 25.79 % Employer Contributions $ 871,055 $ 28,897,352 $ 29,768,407 Prior Year Contribution (Surplus)/Shortfall (220,111) (3,233,481) (3,453,592) Net Employer Contributions $ 650,944 $ 25,663,871 $ 26,314,815 Pensionable Payroll $ 3,292,605 $ 112,048,671 $ 115,341,276 City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 31 4 Net Pension Liability The components of the net pension liability of the System are as follows: Schedules of Changes in the System’s Net Pension Liability (GASB 67) As of June 30, 2022 and 2021 (In Thousands) As of As of June 30, 2022 June 30, 2021 Total Pension Liability $1,737,122 $1,636,521 Plan Fiduciary Net Position ($1,891,077) ($2,090,370) Net Pension Liability/(Surplus)($153,955) ($453,849) Plan Fiduciary Net Position as a percentage of the total pension liability 108.86%127.73% The net pension liability was measured as of June 30, 2022 and 2021, and determined based upon the total pension liability (on a GASB 67 basis) from actuarial valuations as of June 30, 2022 and 2021, respectively. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 32 Actuarial Assumptions Key Methods and Assumptions Used in Valuation of Total Pension Liability The total pension liability as of June 30, 2022 was determined by an actuarial valuation as of June 30, 2022, using the following actuarial assumptions, applied to all periods included in the measurement: Valuation Date June 30, 20221 Actuarial Experience Study 3 Year Period Ending June 30, 2021 Actuarial Cost Method Entry Age Normal Actuarial Cost Method Normal Cost and Actuarial Accrued Liability are calculated on an individual basis and are based on costs allocated as a level percentage of compensation. Actuarial Assumptions Inflation: 2.50% Salary Increases: 4.00% to 13.00%, varying by service, including inflation Discount Rate: 6.75%, net of pension plan investment expense, including inflation Other assumptions: See June 30, 2022 funding valuation for the service retirement rates after they have been adjusted to treat DROP participation as service retirement. Mortality Rates: Healthy Members • Pub-2010 Safety Healthy Retiree Amount-Weighted Mortality Table (separate tables for males and females), projected generationally with the two- dimensional mortality improvement scale MP-2021. Beneficiaries Not Currently in Pay Status • Pub-2010 General Healthy Retiree Amount- Weighted Mortality Table (separate tables for males and females) with rates increased by 5%, projected generationally with the two-dimensional mortality improvement scale MP-2021. Beneficiaries in Pay Status • Pub-2010 Contingent Survivor Amount-Weighted Mortality Table (separate tables for males and females) with rates increased by 5%, projected generationally with the two-dimensional mortality improvement scale MP-2021. Disabled Members • Pub-2010 Safety Disabled Retiree Amount-Weighted Mortality Table (separate tables for males and females), projected generationally with the two- dimensional mortality improvement scale MP-2021. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 33 1 Actuarially determined contribution rates are calculated as of June 30, two years prior to the end of the fiscal year in which contributions are reported. As such, the actuarial valuation dated, June 30, 2022 and 2021, will impact the contribution rates for the fiscal years ended June 30, 2024 and 2023. The valuation interest rate is 6.75 percent; total salary scale increases range between 4.00% to 13.00% (include 2.50 percent for inflation plus 0.50 percent across the board salary increase plus merit and promotion increases based on completed years of service) were based on the June 30, 2021 Experience Analysis and Economic Assumptions Reports. Actuarial valuations of an ongoing plan involve estimates of the fair value of reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality, inflation and investment returns. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revisions as actual results are compared with past expectations and new estimates are made about the future. GASB Statement No. 67 addresses accounting and financial reporting requirements for pension plans and redefines pension liability and expense for financial reporting purposes, and does not apply to contribution amounts for pension funding purposes. When measuring pension liability under GASB Statement No. 67, the actuary uses the same actuarial cost method (Entry Age method) and the same type of discount rate (expected return on assets) as the System uses for funding. Note that, unrelated to the investment return assumption, the new rules use a version of the Entry Age method where the Total Pension Liability (TPL) for financial reporting purposes must be fully accrued by the time a member either enters DROP or is expected to elect the DROP. This is in contrast to the version of the Entry Age method used for funding, where the Actuarial Accrued Liability (AAL) does not have to be fully accrued until members retire from employment after participation in the DROP. Under GASB Statement No. 67, active members who are expected to enroll in the DROP in the future would report a Service Cost that is higher than the Normal Cost used for funding, while members already in the DROP would report no Service Cost even though their Normal Cost continues to accrue. Long-Term Expected Real Rate of Return The long-term expected rate of return on the System’s investments was determined using a building-block method in which expected future real rates of return (expected returns, net of pension plan investment expense and net of inflation) are developed for each major asset class. This information is combined to produce the long- term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation and deducting expected investment expenses and a risk margin. The target allocation and projected arithmetic real rates of return for each major asset class, after deducting inflation, but before deducting investment expenses, used in the derivation of the long-term expected investment rate of return assumption are summarized in the table on the following page. The actual asset class target allocations from the Board’s current adopted Asset Allocation Target Policy were utilized in the Analysis of Actuarial Experience during the period July 1, 2018 through June 30, 2021 and for the Review of Economic Actuarial Assumptions for the June 30, 2022 Actuarial Valuation. The actual asset class target allocations from the Board’s current adopted Asset Allocation Target Policy were utilized in the Analysis of Actuarial Experience during the period July 1, 2015 through June 30, 2018 and for the Review of Economic Actuarial Assumptions for the June 30, 2021 Actuarial Valuation. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 34 Asset Class/Target Allocation/Long-term Expected Real Rate of Return Table As of June 30, 2022 As of June 30, 2021 Asset Class Target Asset Allocation Weighted Average Long-Term Expected Real Rate of Return* (Arithmetic) Target Asset Allocation Weighted Average Long-Term Expected Real Rate of Return* (Arithmetic) Large Cap U.S. Equity 18.0%5.40%15.8%5.44% Small Cap U.S. Equity 3.0%6.17%7.2%6.18% Developed International Equity 13.0%6.13%19.0%6.54% Emerging Market Equity 5.0%8.17%6.0%8.73% Private Equity 8.0%10.83%5.0%9.27% Core Bonds 12.0%0.39%10.0%1.42% High Yield Bonds 0.0%0.00%5.0%3.64% Private Debt/Direct Lending 14.0%5.93%8.0%5.54% Midstream Energy 0.0%0.00%5.0%6.24% Real Estate 15.0%4.59%15.0%4.60% Private Credit - Credit Opportunities 2.5%7.18%—%—% China Equity 1.25%9.53%—%—% Hedge Fund - Macro 1.25%2.72%—%—% Private Real Assets - Infrastructure/Land 7.0%6.19%4.0%4.89% Total 100.0%100.0% * Based on June 30, 2018 Economic Study Assumptions. Mortality Rates Mortality rates used in the latest actuarial valuation are based on the Pub-2010 mortality tables. For healthy members the Pub-2010 Safety Healthy Retiree Amount- Weighted Mortality Table (separate tables for males and females) is used, projected generationally with the two- dimensional mortality improvement scale MP-2018. For beneficiaries the Pub-2010 General Healthy Retiree Amount-Weighted Mortality Table (separate tables for males and females) times 105% is used, projected generationally with the two-dimensional mortality improvement scale MP-2018. For members that are disabled, the Pub-2010 Safety Disabled Retiree Amount- Weighted Mortality Table (separate tables for males and females) is used, projected generationally with the two- dimensional mortality improvement scale MP-2018. Discount Rate The discount rate used to measure the total pension liability was 6.75 and 7.00 percent as of June 30, 2022 and 2021, respectively. The projection of cash flows used to determine the discount rate assumed plan member contributions will be made at the current contribution rate and that employer contributions will be made at rates equal to the actuarially determined contribution rates. For this purpose, only employer contributions that are intended to fund benefits for current plan members and their beneficiaries are included. Projected employer contributions that are intended to fund the service costs for future plan members and their beneficiaries, as well as projected contributions from future plan members, are not included. Based on those assumptions, the pension plan's fiduciary net position was projected to be available to make all projected future benefit payments for current plan members. Therefore, the long-term expected rate of City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 35 return on the System’s investments was applied to all periods of projected benefit payments to determine the total pension liability as of both June 30, 2022 and June 30, 2021. The table below presents the net pension liability of the Retirement System calculated using the discount rate of 6.75 and 7.00 percent as of June 30, 2022 and 2021, respectively, as well as what the System’s net pension liability would be if it were calculated using a discount rate that is 1.00 percent lower or 1.00 percent higher than the current rate: Sensitivity of Net Pension Liability to Changes in the Discount Rate As of June 30, 2022 and 2021 (In Thousands) 1%Current 1% Decrease Discount Rate Increase Net Pension Liability/(Surplus) 5.75%6.75%7.75% June 30, 2022 $84,162 ($153,955) ($345,562) 1%Current 1% Decrease Discount Rate Increase Net Pension Liability/(Surplus) 6.00%7.00%8.00% June 30, 2021 ($228,661) ($453,849) ($634,724) 5 Net Position Restricted for Pension Benefits Net position restricted for pension benefits is segregated into Active Members Reserve (members’ accumulated contributions) and reserves established by the Board for various benefit payments. Reserves are established by the System from member and employer contributions and the accumulation of investment income after satisfying investment and administrative expenses. Note: The reserves do not represent the present value of assets needed, as determined by actuarial valuation, to satisfy retirements and other benefits as they become due. The System’s major reserves are as follows: ACTIVE MEMBER (EMPLOYEE) RESERVES represent the total accumulated member contributions. Additions include member contributions and investment earnings; deductions include refunds of member contributions and transfers to Employer Advance/Retired Reserves. EMPLOYER ADVANCE/RETIRED RESERVES represent the total accumulated employer contributions for future retirement payments to current active members and vested terminated members, and the total accumulated transfers from Active Member Reserves and City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 36 investment earnings, less payments to retirees and transfers to the DROP Reserve. Additions include contributions from the employer, transfers from Active Member Reserve, and investment earnings; deductions include payments to retirees and transfers to the DROP Reserve. DEFERRED RETIREMENT OPTION PROGRAM (DROP) RESERVE represents funds reserved for Deferred Retirement Option Benefits accumulated by members and retirees. POST RETIREMENT SUPPLEMENTAL BENEFIT (PRSB) RESERVE represents surplus earnings that have been allocated but not distributed to eligible participants in accordance with the City of Fresno Municipal Code Section 3-354 Post-Retirement Supplemental Benefit. CITY SURPLUS RESERVE represents surplus earnings that have been allocated but not used as a reduction to offset or eliminate the City’s pension contributions in accordance with the conditions and requirements of the City of Fresno Municipal Code Section 3-354 Post-Retirement Supplemental Benefit. Interest is allocated at an actuarially determined interest rate as approved by the Board and is credited monthly to the Active Member Reserve and the Employer Advance/ Retired Reserves. Active members in the Deferred Retirement Option Program accrue interest on their accumulated DROP accounts monthly at an interest rate annually adopted by the Board. The amount of reserves for the years ended June 30, 2022 and 2021, consisted of the following: Reserves Table as of FY 2022 and FY 2021 (In Thousands) 2022 2021 Employer Advance/Retired Reserves $ 1,519,225 $ 1,731,836 Active Member (Employee) Reserves 212,675 204,428 DROP Reserves 156,133 151,995 PRSB Reserves 2,487 1,487 City Surplus Reserves 557 624 Net Position Restricted for Pension Benefits $ 1,891,077 $ 2,090,370 City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 37 6 Fair Value Measurements In accordance with GASB Statement No. 72, Fair Value Measurement and Application, which addresses accounting and financial reporting issues related to fair value measurements and disclosures. The System’s investments are measured and reported within the fair value hierarchy established by generally accepted accounting principles. The fair value hierarchy, which has three levels, is based on the valuation inputs used to measure an asset’s fair value and gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1: Inputs are based on quoted prices for identical assets or liabilities in an active market that the System can access. An active market for the asset or liability is one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. A quoted price in an active market usually provides the most reliable evidence of fair value and is generally used without adjustment if available. This classification includes public equities with observable market prices. Level 2: Inputs that are observable either directly or indirectly but are not Level 1 inputs. Level 2 inputs include quoted prices for similar instruments, broker quotes, or observable inputs that directly impact value such as interest rates, prepayment speeds, and credit risk. Pricing inputs, including broker quotes, are generally those other than exchange quoted prices in active markets, and fair values are determined through the use of models or other valuation methodologies. For investments in funds where there is an ability to redeem such investments at the Net Asset Value (NAV) per share (or its equivalent) at the measurement date or in the near term, the fair value of the investment is generally categorized as Level 2. Level 3: Inputs that are unobservable. Level 3 inputs are generally used in situations where there is little, if any, market activity for the investment. These inputs into the determination of fair value require significant management judgment or estimation. Due to the inherent uncertainty of these estimates, these values may differ significantly from the values that would have been used had a ready market for these investments existed. Investments that are included in this category generally include public entities and other fixed income securities where there is an inability to redeem such investments at the NAV per share (or its equivalent) at the measurement date or in the near term. The tables on the following pages show the fair value leveling of the System’s investments as of June 30, 2022 and 2021. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 38 Fair Value Measurements Using Investment Type June 30, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Investments by Fair Value Level Debt Securities Asset Backed Securities $ 27,669,076 $ — $ 27,669,076 $ — Commercial Mortgage-Backed 15,604,151 — 15,604,151 — Corporate Bonds 130,403,614 — 130,403,614 — Corporate Convertible Bonds 2,804,509 — 2,804,509 — Government Agencies 3,942,210 — 3,942,210 — Government Bonds 30,843,534 — 30,843,534 — Government Mortgage Backed Securities 73,666,524 — 73,666,524 — Gov't-issued Commercial Mortgage-Backed 1,241,175 — 1,241,175 — Municipal/Provincial Bonds 2,599,112 — 2,599,112 — Non-Government Backed C.M.O.s 3,954,500 — 3,954,500 — Total Debt Securities 292,728,405 — 292,728,405 — Equity Securities Consumer Discretionary 31,111,603 31,111,603 — — Consumer Staples 18,550,949 18,550,342 — 607 Energy 90,478,885 90,469,957 — 8,928 Financials 46,734,962 46,734,962 — — Health Care 17,132,227 17,132,227 — — Industrials 44,663,572 44,663,572 — — Information Technology 45,564,044 45,564,044 — — Materials 16,798,627 16,739,353 — 59,274 Miscellaneous 952,521 3,575 948,946 — Real Estate 1,735,558 1,735,558 — — Telecommunication Services 13,045,614 13,045,614 — — Utilities 1,610,961 1,610,961 — — Total Equity Securities 328,379,523 327,361,768 948,946 68,809 Securities Lending 71,908,913 71,908,913 — — Short-Term Investments 7,181,698 7,181,698 — — Private Real Estate Holdings 3,478,395 — 3,478,395 — Total Investments by Fair Value Level $ 703,676,934 Investments Measured at the Net Asset Value (NAV) Commingled Fund - Equities $ 577,967,969 Commingled Fund - Real Estate 189,548,872 Commingled Fund - Infrastructure 91,785,767 Private Real Estate Funds 98,116,017 Private Debt/Private Credit 204,703,927 Private Equity 84,691,364 Total Investments Measured at NAV 1,246,813,916 Total Investments Measured at Fair Value and NAV $ 1,950,490,850 Investment Derivative Instruments* Debt Securities - Futures $ 21,072,961 $ 21,072,961 $ — $ — Rights/Warrants 265 265 — — Total Investment Derivative Instruments $ 21,073,226 $ 21,073,226 $ — $ — * Short-term derivative instruments included on page 52 are excluded here. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 39 Fair Value Measurements Using Investment Type June 30, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Investments by Fair Value Level Debt Securities Asset Backed Securities $ 25,171,919 $ — $ 25,171,919 $ — Commercial Mortgage-Backed 13,488,401 — 13,488,401 — Corporate Bonds 142,218,148 — 141,700,131 518,017 Corporate Convertible Bonds 4,916,532 — 4,916,532 — Government Agencies 3,927,321 — 3,819,063 108,258 Government Bonds 20,820,521 — 20,820,521 — Government Mortgage Backed Securities 50,027,694 — 50,027,694 — Gov't-issued Commercial Mortgage-Backed 4,224,768 — 4,224,768 — Index Linked Government Bonds — — — — Municipal/Provincial Bonds 2,878,984 — 2,878,984 — Non-Government Backed C.M.O.s 3,586,117 — 3,366,728 219,389 Total Debt Securities 271,260,405 — 270,414,741 845,664 Equity Securities Consumer Discretionary 87,030,029 87,030,029 — — Consumer Staples 27,336,854 27,336,854 — — Energy 118,692,483 118,692,483 — — Financials 100,306,501 100,306,501 — — Health Care 53,294,158 53,294,158 — — Industrials 95,483,807 95,483,807 — — Information Technology 100,369,815 100,369,815 — — Materials 42,482,341 42,348,351 — 133,990 Miscellaneous 1,545,238 500,116 — 1,045,122 Real Estate 13,020,070 13,020,070 — — Telecommunication Services 32,465,965 32,465,965 — — Utilities 6,100,725 6,100,725 — — Total Equity Securities 678,127,986 676,948,874 — 1,179,112 Securities Lending 96,292,191 96,292,191 — — Short-Term Investments 31,683,663 31,683,663 — — Private Real Estate Holdings 3,358,396 — 3,358,396 — Total Investments by Fair Value Level $ 1,080,722,641 Investments Measured at the Net Asset Value (NAV) Commingled Fund - Equities $ 586,816,372 Commingled Fund - Real Estate 177,130,140 Commingled Fund - Infrastructure 72,112,163 Private Real Estate Funds 73,721,062 Private Debt/Private Credit 111,120,614 Private Equity 47,219,932 Total Investments Measured at NAV 1,068,120,283 Total Investments Measured at Fair Value and NAV $ 2,148,842,924 Investment Derivative Instruments* Debt Securities - Futures $ 16,010,718 $ 16,010,718 $ — $ — Rights/Warrants 146 146 — — Total Investment Derivative Instruments $ 16,010,864 $ 16,010,864 $ — $ — * Short-term derivative instruments included on page 52 are excluded here. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 40 Commingled equity and real estate funds are valued based on NAV reported by the investment manager, which are generally calculated based on the last reported sale price of the underlying assets held by such funds. Direct lending funds are typically structured as limited partnerships and limited liability companies. Since there is no readily available market for these investments in limited partnerships and limited liability companies, such investments are stated at fair value as estimated in an inactive market. These investments include securities of companies that may not be immediately liquid, such as private debt securities, real estate or other assets. The valuations of these investments are based upon values provided by the investment managers, based on the guidelines established with the investment managers and in consideration of other factors related to the System’s interests in these investments. Investments that are measured at fair value using the net asset value per share (NAV or its equivalent) as a practical expedient are not classified in the fair value hierarchy. In these instances where inputs used to measure fair value fall into different levels in the fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The System’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability. Equity and derivative securities classified in Level 1 are valued using prices quoted in active markets for those securities. Equity and debt securities classified in Level 2 and Level 3 are using either a bid evaluation or a matrix pricing technique. Bid evaluations may include market quotations, observable market based inputs and unobservable inputs (i.e., extrapolated data, proprietary models, and indicative quotes). Matrix pricing is used to value securities based on the securities relationship to benchmark quoted prices. Investment derivative instruments classified as Levels 2 and 3 are valued using market approaches that consider, as applicable, benchmark interest rates or foreign exchange rates. Real estate assets classified in Level 2 are the System’s private real estate investments which are valued using independent external appraisers. The System’s policy is to perform independent appraisals of the property every three years. The appraisals include a complete property and market inspection and analysis by designated Members of the Appraisal Institute (MAI). The appraisals are performed using generally accepted valuation approaches applicable to the property type. Calculations used in the System’s independent appraisals are generally based on a discounted cash flow analysis. Investments in Entities That Calculate Net Asset Value Per Share The fair value measurement of investments in commingled equity, real estate and direct lending funds are valued based on the investments’ net asset value (NAV) per share (or its equivalent) reported by the investment manager, which are generally calculated based on the last reported sale price of the underlying assets held by such funds. These include funds that are structured as limited partnerships and limited liability companies. Since there is no readily available market for investments in limited partnerships and limited liability companies, such investments are stated at fair value as estimated in an inactive market. These investments include securities of companies that may not be immediately liquid, such as private debt securities and real estate or other assets. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 41 The valuations of these investments are based upon values provided by the investment managers, and in consideration of other factors, including guidelines established with those investment managers, related to the System’s interests in these investments. Such fair value measurements are shown in the tables below as of June 30, 2022 and 2021. City Of Fresno Fire and Police Retirement System Investments Measured at the NAV As of June 30, 2022 Investment Type Fair Value Unfunded Commitments Redemption Frequency (If Currently Eligible) Redemption Notice Period Commingled Fund - Equities $ 577,967,969 $ — Daily None Commingled Fund - Real Estate 189,548,872 32,863,692 Quarterly 45-90 Days Commingled Fund - Infrastructure 91,785,767 16,431,846 Not Eligible N/A Private Real Estate Funds 98,116,017 108,592,062 Not Eligible N/A Private Debt/Private Credit 204,703,927 199,771,789 Not Eligible N/A Private Equity 84,691,364 42,481,432 Not Eligible N/A Total investments measured at the NAV $ 1,246,813,916 $ 400,140,821 City Of Fresno Fire and Police Retirement System Investments Measured at the NAV As of June 30, 2021 Investment Type Fair Value Unfunded Commitments Redemption Frequency (If Currently Eligible) Redemption Notice Period Commingled Fund - Equities $ 586,816,372 $ — Daily None Commingled Fund - Real Estate 177,130,140 — Quarterly 45-90 Days Commingled Fund - Infrastructure 72,112,163 — Not Eligible N/A Private Real Estate Funds 73,721,062 35,353,001 Not Eligible N/A Private Debt/Private Credit 111,120,614 152,130,524 Not Eligible N/A Private Equity 47,219,932 57,868,945 Not Eligible N/A Total investments measured at the NAV $ 1,068,120,283 $ 245,352,470 On the following page is an explanation of the investment types listed above. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 42 The investment types listed in the tables on the preceding page were measured at the NAV as follows. (1) Commingled equity funds are highly liquid and can be redeemed within short-term periods of time. The System’s investments of this type consist of institutional investment funds - one international ACWIexUS equity fund that is diversified across developed and emerging market countries and sectors and two domestic large cap equity index funds (S&P 500 Index and Russell 1000 Index). The fair value of these investment types has been determined using the NAV per share of the investments. (2) Commingled real estate fund: The System’s commingled real estate funds are a core investment strategy designed to deliver a relatively high level of current income combined with moderate appreciation potential. It is comprised of institutional quality office, retail, residential and industrial investments in major markets throughout the U.S. The redemption frequency of the real estate fund is quarterly, if liquidity is available, with a notice of redemption 45 days before the end of a quarter. (3) Private real estate funds: The System’s private real estate funds are designed to act as a diversifier and alpha generator to the core real estate portfolio. Investments are made in middle-market assets across various domestic and international regions and sectors such as industrial, multifamily, office, and retail. The strategies focus on identifying investments with pricing dislocations that can be renovated, repurposed, and exited at opportunistic levels. The investment period is generally 3-5 years with a lifespan of 10-12 years. (4) Private Debt/Private Credit - direct lending funds: The System’s direct lending funds are each invested through a master-feeder structure, on a leveraged basis primarily in senior secured loans of private U.S. lower-middle-market companies. Strategies employ a capital preservation focus and structured investments with strong covenant provisions to reduce associated risks, underwriting multiple cushions to provide downside protections. Investment period is generally 3-5 years with reinvestment of committed capital. (5) Commingled infrastructure funds: The System’s infrastructure funds invest in core assets that generate long-term stable cash yields, have modest price appreciation, and provide inflation protection. Types of assets include energy (water, wind, and solar, etc.), transportation (toll roads and bridges, airports, and seaports, etc.), and social (hospitals, prisons, and schools, etc.). Investments are located domestically as well as in the Organization for Economic Co-operation and Development (OECD) countries internationally. Each fund has lockup periods of 4 years and, after that initial period, redemptions can be requested on a quarterly basis, if liquidity is available. (6) Private Equity Funds: The System’s private equity fund represents investments in privately owned companies that are not listed on public market exchanges. They are typically accessed through partnerships and managed by external general partners. The System’s one private equity fund is composed of primaries, secondaries, and co-investments, split between North America and international markets. Most investments are sourced from the small-to-mid market investment universe. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 43 7 Deposits and Investments The System’s investment guidelines reflect the duties imposed by an investment standard known as the “prudent expert rule.” The prudent expert rule establishes a standard for all fiduciaries which includes anyone who has discretionary authority with respect to the System’s investments. Northern Trust serves as custodian of the System’s investments. The System’s asset classes include U.S. Equity, International Equity, Emerging Market Equity, U.S. Fixed Income, and Real Estate. Any class may be held in direct form, pooled form, or both. The System has fifteen external investment managers, managing eighteen individual portfolios. Investments as of June 30, 2022 and 2021, consist of the following: Investments at Fair Value as of June 30, 2022 and 2021 (In Thousands) 2022 2021 Investments at Fair Value Domestic Equity $ 577,968 $ 756,804 International Developed Market Equities 242,802 322,127 International Emerging Market Equities — 79,063 Government Bonds 112,293 81,879 Corporate Bonds 203,487 208,733 Alternatives 464,780 334,062 Real Estate 291,143 254,210 Short-Term Investments 7,182 31,684 Total Investments at Fair Value $ 1,899,655 $ 2,068,562 City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 44 The Board, through its Investment Policy Statement, provides guidelines for investments and established the following target allocations with a minimum and maximum range for each of these asset classes: Asset Class Minimum Target and Maximum Allocations FY 2022 FY 2021 Asset Class Minimum Target Maximum Minimum Target Maximum Domestic Equities Large Cap 15.0% 25.0% 36.0% 10.0 % 15.8 % 26.0 % Small Cap 0.0% 0.0% 0.0% 2.0 % 7.2 % 12.0 % International Equities Developed Markets 10.0% 23.0% 25.0% 14.0 % 19.0 % 24.0 % Emerging Markets 0.0% 0.0% 0.0% 3.0 % 6.0 % 9.0 % Fixed Income Core Fixed Income 5.0% 13.0% 20.0% 7.0 % 10.0 % 15.0 % High Yield Bonds 0.0% 3.0% 5.0% 4.0 % 5.0 % 12.0 % Real Estate Core Real Estate 5.0% 10.0% 15.0% 7.0 % 11.0 % 15.0 % Value Add Real Estate/REITs 2.0% 4.0% 8.0% 2.0 % 4.0 % 6.0 % Alternatives Infrastructure 2.0% 5.0% 10.0% 2.0 % 4.0 % 6.0 % Midstream Energy (MLP's) 0.0% 4.0% 7.0% 2.0 % 5.0 % 8.0 % Private Equity 0.0% 3.0% 10.0% 0.0 % 5.0 % 10.0 % Private Debt 5.0% 10.0% 20.0% 4.0 % 8.0 % 12.0 % Short-Term Investments 0.0% 0.0% 0.0% 0.0 % 0.0 % 0.0 % 100%100% Allowable securities must meet the reporting requirements of the Securities and Exchange Commission and must meet a “prudent expert” standard for investing. In no case may the System have five percent (5%) or more of System net position invested in any one organization. The Retirement Board’s investment policies and guidelines permit investment in numerous specified asset classes to take advantage of the non-correlated economic behavior of diverse asset classes. The result is a well- diversified portfolio. Custodial Credit Risk Custodial credit risk for investments is the risk that, in the event of the failure of the counterparty to a transaction, the System will not be able to recover the value of its investment or collateral securities that are in the possession of another party. The Retirement System’s investment securities are not exposed to custodial credit risk since all securities are registered in the System’s name and held by the System’s custodial bank. Custodial credit risk for deposits is the risk that, in the event of the failure of the depository financial institution, the System will not be able to recover its deposits or will not be able to recover collateral securities that are in the possession of an outside party. Any cash associated with the System’s investment portfolios not invested at the end of a day is temporarily swept overnight to the Northern Trust Collective Short-Term Investment Fund. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 45 That portion of the System’s cash held by the City in a Trust account as part of the City’s cash investment pool totaled $343,930 and $821,321 at June 30, 2022 and 2021, respectively. Accordingly, the System’s investments in the pool are held in the name of the City and are not specifically identifiable. Disclosure of the legal and contractual provisions of the City’s investment policy and carrying amounts by type of investments may be found in the notes to the City’s separate Annual Comprehensive Financial Report for the fiscal year ended June 30, 2022. Credit and Interest Rate Risk Credit risk associated with the System’s debt securities is identified by their ratings in the table below. Interest rate risk is the risk that changes in market interest rates will adversely affect the fair value of an investment. The System has no general policy on credit and interest rate risk. The System limits its investments in below investment grade bonds and monitors the interest rate risk inherent in its portfolio by measuring the duration of its portfolio. The average duration of the System’s debt portfolios in years is also listed in the following table: 2022 2021 Type of Investment Fair Value Credit Quality Duration Fair Value Credit Quality Duration Asset Backed Securities $ 27,669,076 AA+ 0.73 $ 25,171,920 AA- 2.44 Commercial Mortgage-Backed 15,604,151 AA- 5.75 13,488,401 A 6.25 Corporate Bonds 130,403,614 BB+ 5.84 142,218,147 BB 5.77 Corporate Convertible Bonds 2,804,509 B- 3.63 4,916,532 CC 5.20 Fixed Income Derivatives - Futures 21,072,961 — 3.50 16,010,718 — 6.64 Non-Government backed C.M.O.s 3,954,500 BB- 1.61 3,586,117 CCC+ 2.46 Rights & Warrants 265 — — 146 — — Convertible Equity 103,728 — 2.00 1,039,037 BB+ 11.78 Common Stock 3,576 — — 297,952 — — Preferred Stock 1,870,794 BB+ — 2,003,713 BB+ — Government Agencies 3,942,210 BB+ 6.51 3,927,320 BBB- 7.27 Government Bonds 30,843,534 AAA 7.73 20,820,521 AAA 8.36 Gov't Issued Commercial Mortgage Backed Securities 1,241,175 AAA 5.24 4,224,768 AAA 5.91 Government Mortgage Backed Securities 73,666,524 AAA 7.43 50,027,694 AAA 4.59 Municipal/Provincial Bonds 2,599,112 A+ 8.65 2,878,984 A 9.56 Total Credit Risk Fixed Income $ 315,779,729 $ 290,611,970 City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 46 Per Section 3.5.f.i. of the System’s Investment Policy Statement, no more than 15 percent of an investment manager’s fixed income portfolio may be invested in below investment grade rated securities (BB or B rated bonds). Therefore, at least 85 percent of the manager’s fixed income portfolio must be invested in investment grade securities. Intermediate Bond portfolios shall maintain an average credit quality of A+ or better. High yield fixed income portfolios, in accordance with Section 3.5.f.ii. of the System’s Investment Policy Statement, shall maintain an average credit quality rating equal to or higher than that of the Barclays US Corporate High Yield Index. Based on the Barclays US Corporate High Yield Index, a high yield manager’s portfolio shall have a constraint of the benchmark weight plus five percent (5%) in bonds rated Caa1/CCC+ or lower with non-rated bonds being limited to five percent (5%) of the portfolio with both limits subject to maintaining the average portfolio credit quality requirement of the Barclays US Corporate High Yield index. No more than 25 percent of a high yield manager’s portfolio may be invested in foreign securities; within this limit, a manager may allocate up to 20 percent in emerging market government securities including both non-U.S. dollar denominated securities and U.S. dollar denominated Yankee securities and up to 15 percent of the portfolio may be invested in non-U.S. dollar denominated securities. High yield bond portfolios may hold up to the benchmark weight plus five percent (5%) of assets in Rule 144A bond issues with or without registration rights. No more than 10 percent of the high yield manager’s portfolio may be invested in convertibles or preferreds, and no more than 20 percent may be invested in securitized bank debt. No single security and/or issuer can represent more than five percent (5%) of the fair value of a portfolio at the time of purchase, and no single industry can represent more than 25 percent of the fair value of the account at the time of purchase. Firms that manage fixed income portfolios will continually monitor the risk associated with their fixed income investments. They will be expected to report, as a component of their quarterly report, a risk/reward analysis of the management decisions relative to their benchmarks. Statistics that relate performance variance to effective duration decisions will be included in each quarterly report. Concentration Risk The investment portfolio as of June 30, 2022 and 2021, contained no concentration of investments in any one entity (other than those issued or guaranteed by the U.S. Government) that represented five percent (5%) or more of the total investment portfolio or fiduciary net position. Foreign Currency Risk Foreign Currency Risk is the risk that changes in foreign exchange rates will adversely affect the fair value of an investment or deposit. The System has no general investment policy with respect to foreign currency risk. The System’s investment policy guidelines allow international developed and emerging equity managers to hedge their currency risks in foreign countries through the purchase of derivatives. Used as a defensive measure and in an effort to control the risks associated with international portfolios, international equity investment managers are permitted to invest in forward currency contracts, swaps, currency futures, and exchanged-traded index futures that represent broad equity exposure to countries represented in their respective benchmark index. The positions shown on the following page represent the System’s exposure to foreign currency risk as of June 30, 2022 and 2021. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 47 Foreign Currency Risk Exposure As of June 30, 2022 Base Currency Country Equities / Fixed Income Futures - Domestic Fixed Income Options & Swaps Cash & Cash Equivalents Total AED United Arab Emirates Dirham United Arab Emirates $ — $ — $ — $ — $ — ARS Argentine Peso Argentina — — — 75,881 75,881 AUD Australian Dollar Australia 3,805,516 — — — 3,805,516 BRL Brazilian Real Brazil 2,056,231 — — — 2,056,231 CAD Canadian Dollar Canada 14,536,586 — — — 14,536,586 CHF Swiss Franc Switzerland 14,377,883 — — — 14,377,883 CLP Chilean Peso Chile — — — — — CNY Chinese Yuan Renminbi China 2,760,849 — — — 2,760,849 CZK Czech Koruna Czech Republic — — — — — DKK Danish Krone Denmark 8,363,582 — — — 8,363,582 EGP Egyptian Pound Egypt — — — — — EUR Euro Europe 49,480,653 (40,311) — 1,196 49,441,538 GBP British Pound Sterling United Kingdom 25,475,241 — — (1,306) 25,473,935 HKD Hong Kong Dollar Hong Kong 18,554,599 — — 31,921 18,586,520 HUF Hungarian Forint Hungary — — — — — IDR Indonesian Rupiah Indonesia 1,913,961 — — — 1,913,961 ILS New Israeli Shekel Israel 1,158,967 — — — 1,158,967 INR Indian Rupee India 8,537,269 — — 12,034 8,549,303 JPY Japanese Yen Japan 41,624,867 — — — 41,624,867 KRW South Korean Won South Korea 6,693,195 — — — 6,693,195 MXN Mexican Peso Mexico 2,132,627 — — — 2,132,627 MYR Malaysian Ringgit Malaysia — — — — — NOK Norwegian Krone Norway 2,569,416 — — — 2,569,416 PEN Peruvian Nuevo Sol Peru — — — — — PHP Philippine Peso Philippines — — — — — PLN Polish Zloty Poland 620,498 — — — 620,498 RUB Russian Ruble Russia 125,558 — — — 125,558 SAR Saudi Riyal Saudi Arabia — — — — — SEK Swedish Krona Sweden 8,341,738 — — — 8,341,738 SGD Singapore Dollar Singapore 2,778,483 — — — 2,778,483 THB Thai Baht Thailand 515,047 — — — 515,047 TRY Turkish Lira Turkey 1 — — — 1 TWD New Taiwan Dollar Taiwan 10,618,357 — — 8,455 10,626,812 USD United States Dollar United States 1,006,846,789 40,827 265 16,403,655 1,023,291,536 ZAR South African Rand South Africa 1,529,226 — — — 1,529,226 Total Equities (In USD) 1,235,417,139 516 265 16,531,836 1,251,949,756 Total Non-USD Equities (In USD)$ 228,570,350 $ (40,311) $ — $ 128,181 $ 228,658,220 City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 48 Foreign Currency Risk Exposure As of June 30, 2021 Base Currency Country Equities / Fixed Income Futures - Domestic Fixed Income Options & Swaps Cash & Cash Equivalents Total AED United Arab Emirates Dirham United Arab Emirates $ 32,135 $ — $ — $ 304 $ 32,439 ARS Argentine Peso Argentina 53,447 — — 23,291 76,738 AUD Australian Dollar Australia 6,407,931 — — — 6,407,931 BRL Brazilian Real Brazil 5,357,310 — — 267,624 5,624,934 CAD Canadian Dollar Canada 13,124,377 — — — 13,124,377 CHF Swiss Franc Switzerland 21,669,790 — — — 21,669,790 CLP Chilean Peso Chile 8,853 — — 763 9,616 CNY Chinese Yuan Renminbi China 7,121,975 — — 88,888 7,210,863 CZK Czech Koruna Czech Republic 4,247 — — — 4,247 DKK Danish Krone Denmark 11,327,150 — — — 11,327,150 EGP Egyptian Pound Egypt 15,247 — — — 15,247 EUR Euro Europe 76,698,735 — — 136,436 76,835,171 GBP British Pound Sterling United Kingdom 30,092,157 — — 224,003 30,316,160 HKD Hong Kong Dollar Hong Kong 48,457,984 — — 125,873 48,583,857 HUF Hungarian Forint Hungary 798,935 — — — 798,935 IDR Indonesian Rupiah Indonesia 1,954,095 — — 1,673 1,955,768 ILS New Israeli Shekel Israel 615,343 — — — 615,343 INR Indian Rupee India 16,952,793 — — 1,117,254 18,070,047 JPY Japanese Yen Japan 46,181,302 — — — 46,181,302 KRW South Korean Won South Korea 26,645,526 — — 60,023 26,705,549 MXN Mexican Peso Mexico 4,346,981 — — 7,835 4,354,816 MYR Malaysian Ringgit Malaysia 391,032 — — 13,035 404,067 NOK Norwegian Krone Norway 805,127 — — — 805,127 PEN Peruvian Nuevo Sol Peru 3,376 — — 1,079 4,455 PHP Philippine Peso Philippines 18,237 (3,757) — 5,649 20,129 PLN Polish Zloty Poland 1,018,583 — — 3,869 1,022,452 QAR Qatari Rial Qatar 7,669 — — 159,421 167,090 SAR Saudi Riyal Saudi Arabia 2,229,721 — — 53,940 2,283,661 SEK Swedish Krona Sweden 7,358,364 — — — 7,358,364 SGD Singapore Dollar Singapore 2,447,274 — — — 2,447,274 THB Thai Baht Thailand 1,458,238 — — 749 1,458,987 TRY Turkish Lira Turkey 89,062 — — — 89,062 TWD New Taiwan Dollar Taiwan 25,286,483 — — 57,909 25,344,392 USD United States Dollar United States 1,207,563,049 16,014,497 (81,475) 63,936,436 1,287,432,507 ZAR South African Rand South Africa 2,985,307 — — 41,209 3,026,516 Total Equities (In USD) 1,569,527,835 16,010,740 (81,475) 66,327,263 1,651,784,363 Total Non-USD Equities (In USD)$ 361,964,786 $ (3,757) $ — $ 2,390,827 $ 364,351,856 City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 49 Per Section 3.5.e. of the System’s Investment Objectives and Policy Statement, assets in international equity portfolios shall consist of liquid, publicly traded equity and equity like securities traded on major stock exchanges as well as cash and cash equivalents as necessary. Securities will be primarily composed of foreign ordinary shares and depository receipts (American Depository Receipts (ADRs) and Global Depository Receipts (GDRs) including ADRs and GDRs that are 144A securities). Securities that are 144A securities, including ADR and GDR 144A securities, are authorized investments which in aggregate cannot exceed 10 percent of the portfolio. Primarily large capitalization securities may be held, although investments in small and mid capitalization securities are also allowed. Firms will continually monitor their country, currency, sector and security selection risks associated with their international portfolios. All of the risks will be included in the manager’s quarterly reports and performance attribution based on these factors will also be included. The System’s complete Investment Objectives and Policy Statement can be found on the System’s website at www.CFRS-CA.org or by contacting the Retirement Office at 2828 Fresno Street, Suite 201, Fresno, CA 93721. Rate of Return For the fiscal years ended June 30, 2022 and 2021, the annual money-weighted rate of return on the assets of the System, net of investment expense, was (7.28) percent and 30.43 percent, respectively. The money-weighted rate of return expresses investment performance, net of investment expense, adjusted for timing of cash flows and the changing amounts actually invested. 8 Derivatives The Retirement Board has authorized certain investment managers to invest in or otherwise enter into transactions involving derivative financial instruments when, in the judgment of management, such transactions are consistent with the investment objectives established for a specific investment manager’s assignment. The acceptable investment purposes for the use of derivatives are as follows: a. Mitigation of risk (or risk reduction). b. A useful substitute for an existing, traditional investment. In certain circumstances it may be cheaper, quicker or easier to invest in a derivative instrument or security rather than transacting in cash or in the traditional security market. c. To provide investment value to the portfolio while being consistent with the System’s overall and specific investment policies. d. To obtain investment exposure which is appropriate for the manager’s investment strategy and the System’s investment guidelines, but could not be made through traditional investment securities. The Retirement Board monitors and reviews each investment manager’s securities and derivative position as well as the manager’s performance relative to established benchmark rates of return and risk measures. In management’s opinion, derivative activities must be evaluated within the context of the overall portfolio performance and cannot be evaluated in isolation. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 50 Allowable derivative financial instruments held by the System include stable and well-structured mortgage collateralized mortgage obligations (CMOs); centrally cleared instruments including, but not limited to, futures, swaps and options; and forwards including currency forwards. Derivative investments with allocation limits include mortgage derivatives (interest only and principal only CMOs); non-centrally cleared derivatives; caps and floors; and inverse floating rate notes and bonds. Allocation limits will be determined and specified in portfolio guidelines with individual investment managers based on the objectives and risk tolerances of a given strategy. Cash securities containing derivative features include callable bonds, structural notes, and collateralized mortgage obligations (CMOs). These instruments are generally traded in over-the-counter bond markets. Financial instruments whose value is dependent upon a contractual price or rate relative to one or more reference prices or rates, applied to a notional amount, including interest rate futures, options, swaps and caps, and foreign currency futures and forward contracts. Some of these instruments are exchange-traded and others are traded over-the-counter (OTC). Market Risk Market risk is the risk of change in fair value of an instrument in response to changes in a market price or index. While all investments are subject to market risk, derivatives often have a higher degree of market risk than other types of investment instruments. Values of cash securities containing derivative features are often more susceptible to market risk than other types of fixed income securities because the amounts and/or timing of their scheduled cash flows may fluctuate under changing market conditions, according to their contractual terms. For other types of derivatives, amounts of contractual cash flows may be either positive or negative depending upon prevailing market conditions relative to the reference prices or rates, and thus the values of such instruments may be positive or negative, despite the fact that little or no cash is initially exchanged to enter into such contracts. Credit Risk Credit risk of cash securities containing derivative features is based upon the credit worthiness of the issuers of such securities. The Retirement Board establishes minimum credit requirements for such securities. The other derivative instruments described above are subject to credit risk to the extent their value is a positive fairket fair value, and the counterparty to such contract fails to perform under the terms of the instrument. Exchange traded derivatives are generally considered to be of lower credit risk than OTC derivatives due to the exchange margin requirements. Equity Index Swaps are derivatives and represent an agreement between two parties to swap two sets of equity values. Equity Futures are contracts used to replicate an underlying stock or stock market index. These futures can be used for hedging against an existing equity position, or for speculating on future movement of the index. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 51 As of June 30, 2022 and 2021, the System held a total fair value of $23,544,301 and $17,719,435, respectively, in derivative holdings. These holdings consisted of Rights/ Warrants, and Foreign Currency Forwards and Futures designed to synthetically create equity returns and are held as components of the System’s international equity investments, and a variety of ACWIexUS index related futures as components of the System’s investments in ACWIexUS Index Funds. Holdings also consist of futures – interest rate contracts, options and swaps held as components of the System’s absolute return fixed income strategy. These derivatives are used for the purpose of synthetically creating equity returns, synthetically creating floating rates and to buy or sell credit protection on the assets. There is no net counterparty exposure for which there is a positive replacement cost to the fund. The details of these derivative holdings are as follows: Derivative Type:FY 2022 FY 2021 FY 2022 - FY 2021 Notional Change in Fair Amount Fair Value Fair Value Value Foreign Currency Forward $(40,311) $40,827 $3,779 $ 37,048 Future Contracts - Domestic Fixed Income (21,072,961) 21,072,961 16,010,718 5,062,243 Future Contracts - International Equity Index — 2,427,318 1,784,693 642,625 Options/Swaption ——— — Rights & Warrants —3,195 1,867 1,328 Swaps ——(81,622) 81,622 Total $23,544,301 $17,719,435 Derivative Type:FY 2021 FY 2020 FY 2021 - FY 2020 Notional Change in Fair Amount Fair Value Fair Value Value Foreign Currency Forward $(3,756) $3,779 $— $ 3,779 Future Contracts - Domestic Fixed Income (16,010,718) 16,010,718 4,126,659 11,884,059 Future Contracts - International Equity Index — 1,784,693 1,415,710 368,983 Options/Swaption ——4,410 (4,410) Rights & Warrants —1,867 11,257 (9,390) Swaps — (81,622) 5,614 (87,236) Total $17,719,435 $5,563,650 City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 52 9 Securities Lending The City of Fresno Municipal Code and the Board’s policies permit the Retirement Boards of the City of Fresno Fire and Police Retirement System and the City of Fresno Employees Retirement System (the Systems) to use investments of both Systems to enter into securities lending transactions, i.e., loans of securities to broker- dealers and other entities for collateral with a simultaneous agreement to return the collateral for the same securities in the future. The Systems have contracted with Northern Trust, their custodian, to manage the securities lending program for the Systems and all securities held in a separately managed account are available for lending. As the securities lending agent, Northern Trust calculates collateral margins and accepts collateral in the form of cash or marketable securities and irrevocable bank letters of credit for all securities lending transactions. Transactions are collateralized at 102 percent of fair value (contract value) for domestic securities and 105 percent of fair value (contract value) for international securities. Collateral is marked to market daily. When a loan is secured by cash, a rebate is negotiated and the cash collateral is invested according to the guidelines in the collateral pool. As designated by the Board, cash collateral is invested in Northern Trust’s Core U.S.A. Collateral Section (short- term investment pool), which, as of June 30, 2022 and 2021, had a weighted average duration of 24 days and 70 days, respectively, an average maturity of 86 days and 30 days, respectively, and an average monthly yield of 1.68 percent and 0.22 percent, respectively. The relationship between the maturities of the investment pool and the System’s loans is affected by the maturities of the security loans made by other entities that use the Northern Trust Core U.S.A. Collateral Section and a definitive statement of that relationship cannot be formulated by the System. As of June 30, 2022 and 2021, the Northern Trust CORE U.S.A. Cash Collateral Fund had zero exposure in below investment grade long-term securities and there were no known credit risks related to the securities lending transactions. As of June 30, 2022, the fair value of the securities on loan was $75.7 million. The fair value of associated collateral was $78.3 million ($71.9 million of cash collateral and $6.4 million of non-cash collateral). Non- cash collateral, the collateral which the System does not have the ability to sell unless the borrower defaults, is not reported in the Statement of Fiduciary Net Position. As of June 30, 2021, the fair value of the securities on loan was $124.8 million. The fair value of associated collateral was $128.4 million ($96.3 million of cash collateral and $32.1 million of non-cash collateral). Non-cash collateral, the collateral which the System does not have the ability to sell unless the borrower defaults, is not reported in the Statement of Fiduciary Net Position. Northern Trust will ensure that, in any agreement with a borrower, it retains its absolute right to terminate the agreement without cause, upon short notice and without any penalty. The System cannot pledge or sell collateral securities received unless the borrower defaults. In the event of a borrower default, Northern Trust indemnifies the System against losses and will replace or reimburse the System for any borrowed securities not replaced. In general, the average term of all System loans is overnight or “on demand." All securities loans can be terminated on demand by either the lender or the borrower, although the average term of the System’s loans was approximately 24 days and 70 days, respectively, as of June 30, 2022 and 2021. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 53 The System’s securities lending income is as follows: Securities Lending Income For Fiscal Years Ended June 30, 2022 and 2021 2022 2021 Gross Income $484,492 $295,878 Expenses: Bank Fees 159,447 59,128 Total Expenses 159,447 59,128 Net Income from Securities Lending $325,045 $236,750 Fair Value of Loaned Securities As of June 30, 2022 and 2021 FY 2022 FY 2021 Collateralized by Cash Securities Total Cash Securities Total U.S. Government & Agency $ 18,732,107 $ 454,215 $ 19,186,322 $ 12,648,639 $ 1,010,254 $ 13,658,893 Domestic Equities 11,900,724 1,952,612 13,853,336 49,639,355 26,362,445 76,001,800 Domestic Fixed 35,571,786 463,826 36,035,612 27,490,989 795,253 28,286,242 International Equities 3,434,779 3,075,820 6,510,599 3,949,261 2,849,109 6,798,370 International Fixed 124,842 — 124,842 39,407 — 39,407 Total Value $ 69,764,238 $ 5,946,473 $ 75,710,711 $ 93,767,651 $ 31,017,061 $ 124,784,712 Fair Value of Collateral Received for Loaned Securities As of June 30, 2022 and 2021 FY 2022 FY 2021 Collateralized by Cash Securities Total Cash Securities Total U.S. Government & Agency $ 19,053,085 $ 467,044 $ 19,520,129 $ 12,896,518 $ 1,033,006 $ 13,929,524 Domestic Equities 12,310,049 2,003,721 14,313,770 50,894,468 27,136,034 78,030,502 Domestic Fixed 36,647,750 475,996 37,123,746 28,197,947 814,415 29,012,362 International Equities 3,766,441 3,410,308 7,176,749 42,725 — 42,725 International Fixed 131,588 — 131,588 4,260,533 3,126,665 7,387,198 Total Value $ 71,908,913 $ 6,357,069 $ 78,265,982 $ 96,292,191 $ 32,110,120 $ 128,402,311 City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 54 10 Administrative Expenses Section 3-325 of the City of Fresno Municipal Code provides that all administrative costs of the System shall be a charge against the assets of the System. Per the City of Fresno Municipal Code, the Administrative expenses are a component of the City’s contribution calculation. 11 Post Retirement Supplemental Benefit (PRSB) The Post Retirement Supplemental Benefit (PRSB) Program was created as a contingent program to provide supplemental distributions to eligible retirees which they could use to pay for various post-retirement expenses. The Retirement Board will annually review the actuarial valuation report and declare an actuarial surplus if available in accordance with the procedures in the City of Fresno Municipal Code Section 3-354. If an actuarial surplus is declared, the surplus is allocated into two components, one component composed of two- thirds of the declared surplus shall be used to reduce or eliminate the City’s pension contributions. Any unused portion shall be reserved in the City Surplus Reserve and drawn upon in subsequent years if needed. The remaining one-third component shall be distributed among eligible post-retirement supplemental benefit recipients in accordance with procedures in the City of Fresno Municipal Code Section 3-354(f)(4). Any unused portion shall be reserved in the PRSB Reserve and drawn upon in subsequent years if needed. For the fiscal year ended June 30, 2022, the System distributed PRSB benefits in the total amount of $2,196,025 to eligible recipients (including $2,024,479 to retirees and $171,546 to DROP participants). As of June 30, 2022, the City Surplus Reserve balance was $556,663 and the PRSB Reserve balance was $2,487,199. As of June, 30, 2021, the City Surplus Reserve balance was $623,619 and the PRSB Reserve balance was $1,486,603. For the fiscal years ended June 30, 2022 and 2021, there was a surplus (or prefunded actuarial accrued liability) as the System has a valuation value of assets which is in excess of the actuarial accrued liability. The System’s funded ratio was 120.5 percent and 121.6 percent, respectively, which was above the required 110 percent for declaration of a surplus, thus a 10.5 percent and 11.6 percent, actuarial surplus was available to reduce the City’s contributions and to fund new PRSB benefits for the years ended June 30, 2022 and 2021, respectively. The June 30, 2022 PRSB portion of the surplus is $2,880,121, of which 80 percent will be allocated in the 2023 calendar year to retirees at $221.86 per month commencing January 1, 2023. For June 30, 2021 the PRSB portion of the surplus was $2,973,752, of which 80 percent was allocated in the 2022 calendar year to retirees at $198.69 per month commencing January 1, 2022. 12 Capital Assets Capital assets are carried at historical cost, net of accumulated depreciation. Capital assets are any items of equipment or furnishings purchased with a value of or an initial cost of $500 or greater and $5,000 for land, buildings and infrastructure and an estimated useful life in excess of two years. Accumulated depreciation shall be summarized and reflected on the System’s annual financial statements. Capital assets shall be depreciated over their estimated useful lives using the straight-line depreciation method. Intangible assets with limited useful lives (e.g., by legal or contractual provisions) should be depreciated over their estimated useful lives. Depreciation of computer software begins when the program is placed into service. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 55 The System’s major two-year project to program and install an upgrade to our original pension administration system that was installed in 1997 (the LRS Pension Gold Retirement Solutions’ Version 3 project) includes software costs of $398,878 and $531,837 which are capitalized as of June 30, 2022 and 2021, respectively, and will be amortized over a ten-year useful life period commencing July 1, 2015. As of June 30, 2022, other capital assets consisting of office furniture and equipment for the System’s Retirement Offices located at 2828 Fresno Street, Fresno, California, in the amount of $83,368 are capitalized and depreciated over remaining estimated useful lives of 2-15 years. As of June 30, 2021, capital assets consisting of office furniture and equipment for the System’s Retirement Offices in the amount of $22,067 were capitalized and depreciated over remaining estimated useful lives of 2-15 years. 13 Leases Under the lease agreement with CFRS Realty Holding Corporation (the Corporation), the holding corporation formed jointly by the Retirement Boards to take ownership of the building, effective September 19, 2005, the City of Fresno Employees and City of Fresno Fire and Police Retirement Boards and their staff occupy approximately 7,900 square feet of the second floor of the renovated building at 2828 Fresno Street, Fresno, California. The term of the lease is ten years with an option for two additional five year extensions. The first five (5) year extension was exercised effective September 1, 2015. On March 1, 2020, the Corporation amended the lease with the Retirement Boards. The amended lease agreement establishes the Retirement Boards as the sole tenant of the second floor, a total of 11,784 rentable square feet, consisting of 10,426 net square feet in the premises and 1,358 square feet in common area. The amendment also exercises the second five (5) year lease extension. As of June 30, 2022, the Systems share equally a base rent of $19,607 per month, which is $1.82 per square foot per month, triple net. For the fiscal year ended June 30, 2021, the Systems equally shared a base rent of $19,223 per month, which is $1.63 per square foot per month, triple net. 14 Related Party Transactions The Retirement System is involved in various business transactions with the City of Fresno, the primary plan sponsor. These include reimbursement to the City for the salary and benefits of the System’s Retirement Staff members paid through the City, reimbursement to the City Personnel Department for personnel consulting services, and reimbursement to the City Information Services Department for computer and telephone support. The Retirement Systems lease office space from the CFRS Realty Holding Corporation, a title holding company controlled jointly by the City of Fresno Employees and City of Fresno Fire and Police Retirement Systems. See Note 13 for a description of this arrangement. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 56 15 Commitments and Contingencies The Board, in accordance with its Asset Allocation Plan, has committed capital for investment in Private Debt/ Private Credit, Private Real Estate and Infrastructure Funds. The following table details the outstanding capital commitments in these investments as of June 30, 2022 and 2021. Unfunded Commitments Investment Type FY 2022 FY 2021 Commingled Fund - Real Estate The Carlyle Group $ 32,863,692 $ — Total $ 32,863,692 $ — Private Real Estate Funds Alidade Capital $ 8,484,462 $ — Artemis 20,830,195 7,080,532 Blue Vista 3,856,007 6,510,533 Brookfield 8,873,467 11,401,404 Kayne Anderson 21,635,264 — Oaktree Capital Mgt. 2,390,834 2,388,107 PIMCO BRAVO III 10,685,677 3,278,940 PCCP, LLC 4,449,746 4,693,485 Tristan Capital Partners 27,386,410 — Total $ 108,592,062 $ 35,353,001 Private Debt/Private Credit Arcmont $ 61,979,930 $ 72,927,633 Monroe Capital 36,419,783 9,023,072 Crescent Capital 21,126,012 14,912,597 PIMCO COF II 25,473,244 55,267,222 Sixth Street/TAO 54,772,820 — Total $ 199,771,789 $ 152,130,524 Infrastructure Ullico UIF $ 16,431,846 $ — Total $ 16,431,846 $ — Private Equity Pantheon $ 42,482,432 $ 57,868,945 Total $ 42,482,432 $ 57,868,945 Total Unfunded Commitments $ 400,141,821 $ 245,352,470 16 Date of Management Review The date to which events occurring after June 30, 2022, have been evaluated for possible adjustments to the financial statements or disclosures is November 29, 2022, which is the date the financial statements were available to be issued. Management identified the following subsequent financial events that require disclosure: During fiscal year 2022, the Boards authorized an investment manager search through its investment consultant, NEPC, to provide diversifying strategies and alternative credit exposure. In July 2022, following a due diligence process that included full legal review of pertinent legal documents, investment due diligence, operational due diligence and background investigations of key personnel at each firm, the Board selected Cloverlay Partners. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Basic Financial Statements Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 57 Required Supplementary Information Schedule of Changes in the Net Pension Liability (Dollars in Thousands) For Fiscal Years Ended June 30, 2013-2022 GASB 67 Basis* Financial Reporting Change in Net Pension Liability 2022 2021 2020 2019 2018 Total Pension Liability Service cost $38,322 $37,563 $37,619 $33,211 $30,298 Interest 114,608 109,739 105,570 100,609 95,274 Change of benefit terms ————— Differences between expected and actual experience 22,225 (5,449) 260 (7,067) 6,723 Changes of assumptions 624 — (14,745) 55,856 2,891 Benefit Payments (including refunds, excluding PRSB)(75,178) (70,963) (67,202) (65,962) (63,071) Net Change in Total Pension Liability $100,601 $70,890 $61,502 $116,647 $72,115 Total Pension Liability - Beginning $1,636,521 $1,565,631 $1,504,129 $1,387,482 $1,315,367 Total Pension Liability - Ending (a)*$1,737,122 $1,636,521 $1,565,631 $1,504,129 $1,387,482 Plan Fiduciary Net Position Employee Contributions $10,973 $10,256 $10,012 $9,597 $8,964 Employer Contributions 27,555 26,315 22,324 20,604 19,697 Net Investment Income (160,517) 491,744 24,205 82,872 129,163 Actual Benefit Payments (including Refunds, PRSB)(75,178) (70,963) (67,202) (65,962) (63,071) Administrative & Professional Expense (2,126) (2,282) (1,839) (1,897) (1,710) Net Change in Plan Fiduciary Net Position ($199,293) $455,070 $(12,500) $45,214 $93,043 Plan Fiduciary Net Position - Beginning $2,090,370 $1,635,300 $1,647,800 $1,602,586 $1,509,543 Plan Fiduciary Net Position - Ending (b)$1,891,077 $2,090,370 $1,635,300 $1,647,800 $1,602,586 System Net Pension Liability (Surplus) - (a) - (b)$(153,955) $(453,849) $(69,669) $(143,671) $(215,104) Plan fiduciary net position as a percentage of total pension liability 108.86% 127.73% 104.45% 109.55% 115.50% Covered Payroll**122,634 $115,341 $113,843 $109,803 $103,934 Net Pension Liability (Surplus) as a percentage of covered payroll (125.54)% (393.48)% (61.20)% (130.84)% (206.96)% * In accordance with provisions of GASB 67, the data on the next two pages show Total Pension Liability for the reporting periods from June 30, 2013 through June 30, 2022. ** Covered payroll represents pensionable compensation. Only pensionable compensation that would possibly go into the determination of retirement benefits is included. Note to Schedule: Changes of Assumptions: The calculations above reflect various assumption changes, including the modification of the Board's assumed rate of return to 6.75 percent for use in preparing the June 30, 2022 annual actuarial valuation and other assumption changes based on the triennial experience study for the period from July 1, 2018 through June 30, 2021. Assumption changes prior to June 30, 2022, are also reflected including the modification of the Board's assumed rate of return to 7.00 percent for use in preparing the June 30, 2019, 2020 and 2021 annual actuarial valuation and other assumption changes based on the triennial experience study for the period from July 1, 2015 through June 30, 2018. The calculations above also reflect the assumed rate of return of 7.25 percent for use in preparing the June 30, 2016, 2017 and 2018 annual actuarial valuation and other assumption changes based on the triennial experience study for the period from July 1, 2012 through June 30, 2015 and 7.50 percent for use in preparing the June 30, 2013, 2014 and 2015 annual actuarial valuation and other assumption changes based on the triennial experience study for the period from July 1, 2009 through June 30, 2012 which included changes in assumptions for retirement from active employment, pre-retirement mortality, healthy life post-retirement mortality, disabled life post-retirement mortality, vested termination, disability DROP election, percentage of members married, spouse age difference and salary increases. City of Fresno Fire and Police Retirement System l FINANCIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 58 Schedule of Changes in the Net Pension Liability Continued (Dollars in Thousands) For Fiscal Years Ended June 30, 2013-2022 GASB 67 Basis* Financial Reporting Change in Net Pension Liability 2017 2016 2015 2014 2013 Total Pension Liability Service cost $28,838 $26,569 $26,518 $28,058 $25,663 Interest 90,184 88,363 86,772 86,092 87,850 Change of benefit terms ————— Differences between expected and actual experience 10,896 (42,953) (36,529) (49,879) (30,574) Changes of assumptions — 49,427 ——17,284 Benefit Payments (including refunds, excluding PRSB)(59,272) (56,581) (54,612) (52,720) (52,982) Net Change in Total Pension Liability $70,646 $64,825 $22,149 $11,551 $47,241 Total Pension Liability - Beginning $1,244,721 $1,179,896 $1,157,747 $1,146,196 $1,098,955 Total Pension Liability - Ending (a)*$1,315,367 $1,244,721 $1,179,896 $1,157,747 $1,146,196 Plan Fiduciary Net Position Employee Contributions $8,169 $7,748 $7,385 $7,294 $7,399 Employer Contributions 18,543 18,738 18,967 18,575 18,725 Net Investment Income 192,315 6,063 39,164 201,838 140,701 Actual Benefit Payments (including Refunds, PRSB)(59,273) (56,581) (54,612) (52,720) (52,982) Administrative & Professional Expense (1,500) (1,397) (1,108) (1,119) (1,182) Net Change in Plan Fiduciary Net Position $158,254 $(25,429) $9,796 $173,868 $112,661 Plan Fiduciary Net Position - Beginning $1,351,289 $1,376,718 $1,366,922 $1,193,054 $1,080,393 Plan Fiduciary Net Position - Ending (b)$1,509,543 $1,351,289 $1,376,718 $1,366,922 $1,193,054 System Net Pension Liability (Surplus) - (a) - (b)$(194,176) $(106,568) $(196,822) $(209,175) $(46,858) Plan fiduciary net position as a percentage of total pension liability 114.76% 108.56% 116.68% 118.07% 104.09% Covered Payroll $97,369 $94,266 $91,075 $91,721 $94,368 Net Pension Liability (Surplus) as a percentage of covered payroll (199.42)% (113.05)% (216.11)% (228.06)% (49.65)% City of Fresno Fire and Police Retirement System l FINANCIAL Required Supplementary Information Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 59 Schedule of Employer Contributions Last Ten Fiscal Years (Dollars in Thousands) Fiscal Year Ended June 30 Actuarially Determined Contribution (ADC) Contributions in Relation to the ADC Contribution Deficiency (Excess) Covered Payroll Contributions as a Percentage of Covered Payroll 2022 $27,556 $27,556 $—$122,634 22.47% 2021 26,315 26,315 —115,341 22.81% 2020 22,324 22,324 —113,843 19.61% 2019 20,604 20,604 —109,803 18.76% 2018 19,697 19,697 —103,934 18.95% 2017 18,543 18,543 —97,369 19.04% 2016 18,738 18,738 —94,266 19.88% 2015 18,967 18,967 —91,075 20.83% 2014 18,575 18,575 —91,721 20.25% 2013 18,725 18,725 —94,368 19.84% Schedule of Investment Returns Last Ten Fiscal Years Fiscal Year Annual Money-Weighted Rate of Return Annual Money-Weighted Rate of Return Ending June 30 Gross of Investment Expenses Net of Investment Expense 2022 (7.12)%(7.28)% 2021 30.85%30.43% 2020 1.61%1.26% 2019 5.54%5.20% 2018 8.93%8.57% 2017 14.73%14.35% 2016 0.82%0.53% 2015 3.32%2.93% 2014 17.61%17.16% 2013 13.65%13.20% The Schedule of Investment Returns above shows the annual money-weighted rate of return on the assets of the System, both gross and net of investment expense for ten fiscal years (2013 – 2022). The money-weighted rate of return expresses investment performance adjusted for timing of cash flows and the changing amounts actually invested. These returns differ slightly from the time-weighted rate of returns calculated and reported by the System’s custodian, Northern Trust (shown in the Transmittal Letter on page i and within the Investment Section beginning on page 65) and as independently reported by the System’s investment consulting firm, NEPC, LLC (shown in the Investment Section on pages 70-71). The System’s custodian and investment consulting firm must use time-weighted returns as opposed to money-weighted returns in order to meet Global Investment Performance Standards for the purposes of effectively evaluating and reporting the performance of the System's investment managers. The time-weighted return method is a measure of the compound rate of return of a portfolio over a stated period of time. It requires a set of sub-period returns to be calculated whenever there is an external cash flow, such as a deposit or withdrawal from the portfolio. In essence, it calculates the geometric total and mean return as opposed to the arithmetic total and mean return. This method does not include or have any distortions created when money is deposited or withdrawn from a portfolio. This is in contrast to money-weighted returns. City of Fresno Fire and Police Retirement System l FINANCIAL Required Supplementary Information Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 60 For Fiscal Years Ended June 30, 2022 and 2021 Actuarial Assumptions The Segal Company, the System’s actuary, performed the most recent annual actuarial valuation as of June 30, 2022, which computes the contribution requirements (employee and employer contributions rates for fiscal year 2024), and determines the funding status of the plan. The fiscal year 2022 contribution rates and assumptions were based on the actuarial valuation as of June 30, 2020; these assumptions are detailed below. Valuation Date: Actuarially determined contribution rates are calculated as of June 30, two years prior to the end of the fiscal year in which contributions are reported. Actuarial Cost Method: Entry Age Actuarial Cost Method Amortization Method: Level percent of payroll. Remaining Amortization Period: Effective with the June 30, 2013 valuation, any new UAAL established on each subsequent valuation as a result of actuarial gains or losses or plan amendments are amortized over separate 15-year declining periods (with the exception of temporary retirement incentives which are amortized over its own declining period of up to 5 years). Any new UAAL established as a result of changes in actuarial assumptions or methods at each valuation is amortized over separate 25-year declining periods. Effective with the June 30, 2018 valuation, when there is any actuarial surplus (the funded ratio is over 110%) the portion of surplus in excess of 110% will be amortized over a non-declining 30-year period. Asset Valuation Method: Fair value of assets less unrecognized returns from each of the last five years. Unrecognized returns are equal to the difference between the actual market return and the expected return on a fair value basis and are recognized over a five-year period. The Actuarial Value of Assets is reduced by the value of the non-valuation reserves. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Required Supplementary Information Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 61 Actuarial Assumptions Continued: Investment Rate of Return: 7.00% Inflation Rate: 2.75% Real Across-the-Board Salary Increase: 0.50% Projected Salary Increases: Ranges from 4.00 percent to 12.75 percent based on years of service. Includes inflation at 2.75% plus real across-the-board salary increase of 0.50% plus merit and promotion increases. Cost-of-Living Adjustments: 3.25% of Tier 1 retirement income and 3.00% of Tier 2 retirement income. Other Assumptions: See June 30, 2020 funding valuation report, Section 4 for the service retirement rates after they have been adjusted to treat DROP participation as service retirement. Post-Retirement Mortality Rates: For healthy members, Pub-2010 Safety Healthy Retiree Amount- Weighted Mortality Table (separate tables for males and females), projected generationally with the two-dimensional mortality improvement scale MP-2018. For beneficiaries, Pub-2010 General Healthy Retiree Amount-Weighted Mortality Table (separate tables for males and females) times 105%, projected generationally with the two- dimensional mortality improvement scale MP-2018. For disabled members, Pub-2010 Safety Disabled Retiree Amount-Weighted Mortality Table (separate tables for males and females), projected generationally with the two-dimensional mortality improvement scale MP-2018. City of Fresno Fire and Police Retirement System l FINANCIAL Notes to the Required Supplementary Information Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 62 Schedule of Administrative Expenses For Fiscal Years Ended June 30, 2022 and 2021 2022 2021 Personnel Services Staff Salaries $ 757,182 $ 703,244 Fringe Benefits 213,594 200,376 Total Personnel Services $ 970,776 $ 903,620 Professional Services Actuarial $ 136,306 $ 158,937 Legal Counsel 133,191 274,416 Information Systems Services 201,025 207,496 Specialized Services 119,273 215,769 Total Professional Services $ 589,795 $ 856,618 Communication Telephone $ 10,024 $ 12,528 Postage 7,128 5,928 Total Communication $ 17,152 $ 18,456 Rentals Office Rent $ 117,260 $ 114,961 Common Area Maintenance (CAM) Charges 61,200 73,623 Total Rentals $ 178,460 $ 188,584 Other Education and Conference $ 62,975 $ 6,373 Membership & Dues 6,733 5,908 Subscriptions & Publications 616 547 Office Supplies 3,938 5,404 Computer Equipment 4,105 7,992 Equipment Lease 11,485 23,577 Insurance 57,269 37,765 Miscellaneous 9,085 23,029 Reimbursement to City for Inter-Dept Services 74,629 68,084 Depreciation 139,268 136,340 Total Other $ 370,103 $ 315,019 Total Administrative Expenses $ 2,126,286 $ 2,282,297 City of Fresno Fire and Police Retirement System l FINANCIAL Other Supplementary Information Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 63 Schedule of Investment Management Expenses For Fiscal Years Ended June 30, 2022 and 2021 2022 2021 Investment Manager Fees Equity Domestic $ 875,536 $ 1,226,622 International 1,920,511 2,144,486 Fixed Income 752,582 748,444 Alternatives 8,771,866 5,912,023 Real Estate 5,412,134 3,948,792 Total Investment Manager Fees 17,732,629 13,980,367 Other Investment Expenses Foreign Income Taxes & Related Services, Charges 2,211,260 1,878,862 Custodial Services 254,647 342,034 Investment Consultant 151,813 137,949 Investment Legal Counsel 52,868 27,240 Analytical Database Service 77,234 72,229 Total Other Investment Expenses 2,747,822 2,458,314 Total Fees & Other Investment Expenses 20,480,451 16,438,681 Securities Lending Expenses Agent Fees 159,447 59,128 Total Securities Lending Expenses 159,447 59,128 Total Investment Expenses $ 20,639,898 $ 16,497,809 Schedule of Payments To Consultants For Fiscal Years Ended June 30, 2022 and 2021 2022 2021 Actuarial Services $ 136,306 $ 158,937 Audit Services 20,381 20,084 City Information Services 201,025 207,496 Legal Services 133,191 274,416 Medical Consultant 84,302 138,322 Miscellaneous 14,590 57,363 Total Payments to Consultants $ 589,795 $ 856,618 City of Fresno Fire and Police Retirement System l FINANCIAL Other Supplementary Information Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 64 We promise to carry out our Mission through a competent, professional, impartial and open decision- making process. In providing benefits and services, all persons will be treated fairly, with courtesy and respect. INVESTMENT 66 Investment Report from the Retirement Administrator 71 Investment Consultant’s Report 73 Investment Results (Gross and Net of Fees) 75 Target Asset Allocation and Actual Asset Allocation 77 Largest Stock and Bond Holdings 78 Schedule of Commissions 78 Investment Summary Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 65 Investment Report from the Retirement Administrator For the Years June 30, 2022 and 2021 Analysis of Our Portfolio in Fiscal Year 2022 The Retirement Board’s (the Board) responsibility, as a long-term investor, is to manage in and through the global financial market environments as they unfold. Our Board understands the City of Fresno Fire and Police Retirement System (the System) portfolio requires a sound and stable strategy for meeting investment goals over the long-term with appropriate risk levels and controls. Fiscal year 2022 encountered a confluence of events that were both unusual and unprecedented in nature: inflation, war, supply chain disruptions, and the lingering effects of a global pandemic. An estimated $9 trillion in wealth was erased as stocks and bonds approached bear market territory in the first six months of the calendar year. It was the worst start to a year for global markets in over forty years. Inflation hit multi-decade highs while the Federal Reserve embarked on a mission to get it under control through consistent interest rate hikes and other tools at its disposal. Supply chains remain snarled due to policies in manufacturing centric countries and unemployment is still above pre-pandemic levels but continues to decrease. From an economic perspective, midstream energy, real estate, and infrastructure all provided hedges to inflation as expected. From a profit and loss perspective, the total fund decreased by $356 million in fair value mainly due to public market drawdowns. The strategic asset allocation that went into effect July 1, 2021 continues to diversify the portfolio over the long-term with all major asset class groupings now defined by ‘beta group’ for risk management purposes. Other changes included adding a new asset class called ‘Multi Assets’ and terminating the domestic small cap and emerging market equity mandates. The System generated a net return of -7.4% and underperformed its policy benchmark by 0.80% in Fiscal Year 2022, as reported by its custodian Northern Trust using a time weighted rate of return based on fair value, this basis was used for all return data presented within this section. The System underperformed its assumed rate of return by 14.4%. Across longer investment horizons, the System has outperformed its assumed rate of return and policy benchmark. Investment Performance The System earned a gross return of -7.18%. The table below highlights the performance of each major asset class provided by the System's custodian, Northern Trust. These returns may differ slightly from the performance reported by the System's investment consultant due to rounding: Asset Class Gross Return Net Return Total Fund (7.18)% (7.44)% Domestic Equity (15.63)% (15.74)% International Equity (26.56)% (26.82)% Rates/Credit (4.59)% (4.73)% Real Assets 24.22% 23.73% Multi-Assets 14.76% 13.96% Fiscal Year End Fund Value $1,891,077,196 City of Fresno Fire and Police Retirement System l INVESTMENT Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 66 The System’s 10, 15, and 20-year long-term gross returns of 8.53, 6.09 and 7.63 percent, respectively, illustrate the System’s ability to achieve our long-term objectives over extended periods. Meanwhile, the System remains highly funded and well positioned to serve our members and retirees. The principal goals of the System’s Board in managing the System’s Investment Portfolio are the following: 1) To fund the System’s benefit payments; 2) To assume a prudent risk posture to minimize the cost of meeting the obligations of the System; 3) To comply with legal statutes and regulations; and 4) To maintain a fully funded pension status. Presented in the graph below are the System’s Total Fund returns versus NEPC, LLC’s InvestorForce (IF) Public Funds Universe (Gross of Fee), for plans with $1 billion or more in assets: Period Ending June 30Percentage %City of Fresno Retirement Systems Fiscal Year Total Fund and Median Fund Annual Returns Fresno Total Fund (Gross of Fees)Weighted Benchmark Indexes IF Median Public Pension Fund 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 -10% -5% 0% 5% 10% 15% 20% 25% 30% 35% City of Fresno Fire and Police Retirement System l INVESTMENT Investment Report from the Retirement Administrator Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 67 Summary of Portfolio Results The fiscal year ended June 30, 2022, marked an extraordinarily volatile year which was overwhelmed by exogenous economic events and resulted in only the second negative performing fiscal year for the System in 11 years. The System experienced a total gross return of negative 7.18 percent for the fiscal year ended June 30, 2022, under performing the System’s actuarial interest rate assumption of 7.00 percent by 14.18 percent and under performing the System’s policy benchmark (a weighted average of the fund’s asset classes and their respective benchmarks) return of negative 6.66 percent by 0.52 percent. The System’s ten-year annualized returns averaged 8.53 percent, outperforming its policy benchmarks return of 7.79 percent for the period by 0.74 percent. Over the longer term, our investment results remain sound with annualized returns of 7.63 percent and 7.35 percent, respectively, over the past twenty and twenty-five years. After paying all benefits and expenses of the System, the year-end value of the System reached $1.891 billion. General Information The System’s investment assets are managed by external investment management firms. Professional investment consultants, along with staff, closely monitor the activity of these managers and assist the Board with the implementation of investment policies and long-term strategies. The System’s goal is to fund benefit payments, while assuming a risk posture that is consistent with the Board’s risk tolerance, protecting against loss of purchasing power by achieving rates of return above inflation, and to maintain a fully funded pension status. Summary of General Investment Guidelines, Policies and Procedures The Board, having the sole and exclusive authority and fiduciary responsibility for the administration of the System and its assets, has adopted an Investment Policy Statement which reflects the Board’s policies for management of the System’s investments. The Board reserves the right to amend, supplement or rescind this statement at any time. This Investment Policy Statement establishes the investment program goals and policies, asset allocation policies, and beliefs. It also defines the principal duties of the Board, staff, investment managers, master custodian and consultants. An integral part of the overall investment policy is the strategic asset allocation policy. This allocation mix is designed to provide return expectations that reflect expected risk. This emphasizes a maximum diversification of the portfolio that protects the System from declines that a particular asset class may experience in a given period. Both traditional assets (equities and fixed income) and non-traditional assets (real estate, infrastructure, midstream energy, private equity, and private debt) are included in the mix. Total portfolio return, over the long-term, is directed toward achieving and maintaining a fully funded status for the System. Prudent risk taking is warranted within the context of overall portfolio diversification to meet this objective. All activities will be conducted so as to serve the best interests of the System’s members and beneficiaries. City of Fresno Fire and Police Retirement System l INVESTMENT Investment Report from the Retirement Administrator Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 68 Summary of Proxy Voting Guidelines and Procedures In recognition of its duty to manage retirement plan assets in the best interest of the plan participants, the Board has established proxy voting guidelines and procedures which are intended to assist in the faithful discharge of the Board’s duty to vote proxies on behalf of plan participants. These guidelines consist of preferences with respect to specific, recurring proxy-voting issues followed by a general statement of voting policies. The System will at all times strive to cast proxy votes so as to advance the overall good of the System. Specific Investment Results by Asset Classification As of June 30, 2022, the System’s portfolio was slightly under-weight in total equities, with 43.9 percent in total equities versus the target of 48.0 percent. Domestic equities were slightly under-weight with 22.5 percent versus the target of 25.0 percent, and international equity with 21.4 percent developed was slightly under-weight the international equities target of 23.0 percent. Fixed income with 16.0 percent met its target of 16.0 percent and real estate at 15.0 percent was 1.0 percent over- weight its target of 14.0 percent. Alternative investments represented 25.1 percent of the System's portfolio, which is 3.1 percent over-weight of its target of 22.0 percent. The investments were further diversified into the following asset classes and target percentages: Asset Classification Actual Target Domestic Equities Large-Cap 22.5% 25.0% International Equities Developed Markets 21.4% 23.0% Fixed Income Domestic Fixed Income 12.7% 13.0% High Yield Fixed Income 3.3%3.0% Real Estate Core Real Estate 9.9%10.0% Value Add Real Estate/REITs 5.1%4.0% Alternatives Infrastructure 5.0%5.0% Midstream Energy (MLP's)4.5%4.0% Private Equity 4.5%3.0% Private Debt 11.1% 10.0% Total 100.0% 100.0% City of Fresno Fire and Police Retirement System l INVESTMENT Investment Report from the Retirement Administrator Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 69 This asset class diversification allows the Retirement Board’s to monitor and adjust its risk in accordance with its Investment Policy Statement. The investment returns presented herein are based on the modified Dietz rate of return methodology. As Fiscal Year 2022 came to a close, inflation, rising interest rates, and war caused havoc for global investors. These uncertainties provide little comfort to asset allocators in the near-term. Market participants expect excess liquidity to continue being removed in an orderly and structured manner. Widespread adoption of vaccines allowed countries the opportunities to ease lockdowns and return to some sort of normalcy. A rotation trade saw quality and value stocks continue to outperform growth-oriented assets which became synonymous with the multi-decade low interest rate regime. The System earned negative absolute and relative returns; however, it continues to diversify across strategies and regions. Respectfully submitted, Signature Robert T. Theller, Esq. Retirement Administrator November 29, 2022 City of Fresno Fire and Police Retirement System l INVESTMENT Investment Report from the Retirement Administrator Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 70 Investment Consultant’s Report City of Fresno Fire and Police Retirement System l INVESTMENT Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 71 City of Fresno Fire and Police Retirement System l INVESTMENT Investment Consultant's Report Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 72 Investment Results Gross of Fees Ending June 30, 2022 Fair Value ($) % of Portfolio 1 Yr (%) 3 Yrs (%) 5 Yrs (%) 10 Yrs (%) Total Fund 3,449,604,647 100.00 -7.12 7.28 7.25 8.53 Policy Index -6.71 6.22 6.49 7.79 InvMetrics Public DB > $1B Gross Median -7.38 6.22 6.94 8.06 Total Equity Composite 1,672,135,695 48.47 -18.48 6.30 7.00 9.46 MSCI AC World Index (Net)-15.75 6.21 7.00 8.76 InvMetrics Public DB Global Equity Median -16.76 5.88 6.78 9.33 Domestic Equity Composite 775,856,813 22.49 -15.65 9.10 9.82 12.31 Domestic Equity Index -16.96 8.34 9.16 11.79 InvMetrics Public DB US Equity Median -13.58 9.37 10.40 12.46 Private Equity 159,943,989 4.64 29.14 22.02 0.00 0.00 Private Equity Index 7.89 15.47 14.44 14.66 International Equity Composite 736,334,893 21.35 -26.90 1.05 2.85 5.94 International Equity Index -20.63 1.69 2.68 5.27 InvMetrics Public DB Global ex-US Equity Median -20.45 1.67 3.26 5.62 Total Fixed Income Composite 930,827,763 26.98 -4.51 3.20 3.92 4.18 Fixed Income Index -6.55 1.25 2.49 3.10 Blmbg. U.S. Aggregate Index -10.29 -0.94 0.88 1.54 InvMetrics Public DB Fixed Income Median -9.53 0.19 1.73 2.69 Core Fixed Composite 433,664,427 12.57 -10.78 -0.38 1.48 2.38 Blmbg. U.S. Aggregate Index -10.29 -0.94 0.88 1.54 InvMetrics Public DB US Fixed Income Median -10.07 0.11 1.77 2.43 High Yield Composite 115,219,991 3.34 -15.13 -0.02 1.95 4.66 Blmbg. U.S. Corp: High Yield Index -12.81 0.21 2.10 4.47 InvMetrics Public DB US Fixed Income Median -10.07 0.11 1.77 2.43 Private Credit 381,943,345 11.07 10.07 10.05 9.35 0.00 Private Credit Index -10.63 0.74 3.53 0.00 Real Assets 690,352,783 20.01 24.21 10.80 9.48 10.61 Real Estate Index 28.65 11.96 9.52 10.32 InvMetrics Public DB Real Estate Public & Private Median 24.43 11.10 9.90 10.73 Private Real Estate Composite 179,285,654 5.20 27.50 13.15 13.98 13.92 NCREIF ODCE 29.51 12.66 10.54 11.16 Infrastructure 170,977,582 4.96 6.51 6.21 0.00 0.00 CPI + 4% (Unadjusted)13.42 9.17 8.03 6.69 Midstream Energy 155,715,517 4.51 14.77 5.04 0.00 0.00 Alerian Midstream Energy Index 11.42 6.38 5.22 0.00 Cash & Equivalents Composite 572,888 0.02 9.51 3.71 2.95 1.61 90 Day U.S. Treasury Bill 0.17 0.63 1.11 0.63 Calculations are prepared by NEPC, LLC using a time-weighted rate of return based on fair values. City of Fresno Fire and Police Retirement System l INVESTMENT Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 73 Investment Results (Continued) Net of Fees Ending June 30, 2022 Fair Value ($) % of Portfolio 1 Yr (%) 3 Yrs (%) 5 Yrs (%) 10 Yrs (%) Total Fund 3,449,604,647 100.00 -7.24 6.99 6.95 8.17 Policy Index -6.71 6.22 6.49 7.79 InvMetrics Public DB > $1B Gross Median -7.54 5.99 6.34 7.54 Total Equity Composite 1,672,135,695 48.47 -18.57 6.26 6.97 9.44 MSCI AC World Index (Net)-15.75 6.21 7.00 8.76 InvMetrics Public DB Global Equity Median -17.11 5.77 6.65 8.89 Domestic Equity Composite 775,856,813 22.49 -15.73 8.91 9.60 12.04 Domestic Equity Index -16.96 8.34 9.16 11.79 InvMetrics Public DB US Equity Median -14.24 9.09 9.98 12.06 Private Equity 159,943,989 4.64 29.14 22.02 0.00 0.00 Private Equity Index 7.89 15.47 14.44 14.66 International Equity Composite 736,334,893 21.35 -27.10 0.73 2.50 5.55 International Equity Index -20.63 1.69 2.68 5.27 InvMetrics Public DB Global ex-US Equity Median -20.66 1.40 2.65 5.13 Total Fixed Income Composite 930,827,763 26.98 -4.58 3.18 3.91 4.17 Fixed Income Index -6.55 1.25 2.49 3.10 Blmbg. U.S. Aggregate Index -10.29 -0.94 0.88 1.54 InvMetrics Public DB Fixed Income Median -9.57 0.02 1.41 2.42 Core Fixed Composite 433,664,427 12.57 -10.89 -0.53 1.34 2.22 Blmbg. U.S. Aggregate Index -10.29 -0.94 0.88 1.54 InvMetrics Public DB US Fixed Income Median -10.22 -0.16 1.35 2.17 High Yield Composite 115,219,991 3.34 -15.44 -0.46 1.48 4.16 Blmbg. U.S. Corp: High Yield Index -12.81 0.21 2.10 4.47 InvMetrics Public DB US Fixed Income Median -10.22 -0.16 1.35 2.17 Private Credit 381,943,345 11.07 10.07 10.05 9.35 0.00 Private Credit Index -10.63 0.74 3.53 0.00 Real Assets 690,352,783 20.01 24.09 10.76 9.46 10.60 Real Estate Index 28.65 11.96 9.52 10.32 InvMetrics Public DB Real Estate Public & Private Median 24.16 10.92 9.36 10.07 Private Real Estate Composite 179,285,654 5.20 27.50 13.15 13.98 13.48 NCREIF ODCE 29.51 12.66 10.54 11.16 Infrastructure 170,977,582 4.96 6.30 6.14 0.00 0.00 CPI + 4% (Unadjusted)13.42 9.17 8.03 6.69 Midstream Energy 155,715,517 4.51 14.17 4.34 0.00 0.00 Alerian Midstream Energy Index 11.42 6.38 5.22 0.00 Cash & Equivalents Composite 572,888 0.02 9.51 3.71 2.95 1.61 90 Day U.S. Treasury Bill 0.17 0.63 1.11 0.63 Calculations are prepared by NEPC, LLC using a time-weighted rate of return based on fair values. City of Fresno Fire and Police Retirement System l INVESTMENT Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 74 Target and Actual Asset Allocation As of June 30, 2022 Asset Class Current Target Allocation Range Actual Domestic Large Cap Equities 25.0% 15.0% - 36.0% 22.5% International Developed Market Equities 23.0% 10.0% - 25.0% 21.4% Core Fixed Income 13.0% 5.0% - 20.0% 12.7% High Yield Bonds 3.0% 0.0% - 5.0% 3.3% Core Real Estate 10.0% 5.0% - 15.0% 9.9% Value Add Real Estate/REITs 4.0% 2.0% - 8.0% 5.1% Infrastructure 5.0% 2.0% - 10.0% 5.0% Midstream Energy (MLPs)4.0% 0.0% - 7.0% 4.5% Private Equity 3.0% 0.0% - 10.0% 4.5% Private Debt 10.0% 5.0% - 20.0% 11.1% Target Asset Allocation As of June 30, 2022 Domestic Large Cap Equities: 25.0% International Developed Market Equities: 23.0% Core Fixed Income: 13.0% High Yield Bonds: 3.0% Core Real Estate: 10.0% Value Add Real Estate/REITs: 4.0% Infrastructure: 5.0% MLPs: 4.0% Private Equity: 3.0% Private Debt: 10.0% City of Fresno Fire and Police Retirement System l INVESTMENT Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 75 Actual Asset Allocation As of June 30, 2022 Domestic Large Cap Equities: 22.5% International Developed Market Equities: 21.4% Core Fixed Income: 12.7% High Yield Bonds: 3.3% Core Real Estate: 9.9% Value Add Real Estate/REITs: 5.1% Infrastructure: 5.0% MLPs: 4.5% Private Equity: 4.5%Private Debt: 11.1% City of Fresno Fire and Police Retirement System l INVESTMENT Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 76 Largest Stock Holdings (by Fair Value) As of June 30, 2022 Shares Stock Holding Fair Value 1) 1,142,374 MLP ENERGY TRANSFER LP COMMON UNITS REP $ 11,400,890 2) 82,725 CHENIERE ENERGY INC COM NEW 11,004,911 3) 319,737 MLP MPLX LP COM UNIT REPSTG LTD PARTNER 9,320,330 4) 149,123 TARGA RES CORP COM 8,898,160 5) 316,294 MLP ENTERPRISE PRODS PARTNERS L P COM 7,708,081 6) 269,969 WESTERN MIDSTREAM PARTNERS L P COM UNIT 6,562,938 7) 360,953 TAIWAN SEMICONDUCTOR MANUFACTURING TWD10 5,778,451 8) 45,867 NESTLE SA CHF0.10(REGD) 5,339,168 9) 482,110 AIA GROUP LIMITED NPV 5,225,404 10) 96,310 SAMSUNG ELECTRONICS CO KRW5000 4,228,042 Total Largest Stock Holdings $ 75,466,375 Largest Bond Holdings (by Fair Value) As of June 30, 2022 Share/Par Coupon Maturity Value Bond Holding Rate Date Fair Value 1) 5,099,350 UNITED STATES OF AMER TREAS NOTES .75% 0 0.750% 2026/08/31 $ 4,641,603 2) 4,873,911 FEDERAL HOME LN MTG CORP POOL #SD7526 2.500% 2050/10/01 4,434,776 3) 4,670,993 FNMA POOL #FM8308 2.0% DUE 07-01-2051 2.000% 2051/07/01 4,077,028 4) 3,536,044 FNMA 3.5% 04-01-2052 3.500% 2052/04/01 3,418,769 5) 3,174,085 UNITED STATES TREAS NTS WIT 0 1/4 0.375% 2024/08/15 3,002,610 6) 3,031,676 UNITED STS TREAS NTS .875% 0.875% 2026/06/30 2,783,102 7) 3,171,346 UNITED STATES TREAS BDS 2.25% 2.250% 2041/05/15 2,646,340 8) 2,698,109 UNITED STATES TREAS NTS WIT 0 3/4 0.750% 2026/04/30 2,473,407 9) 2,413,513 FNMA POOL #BT2170 FLT RT DUE 03-01-2052 1.980% 2052/03/01 2,223,369 10) 2,401,788 UNITED STATES OF AMER TREAS NOTES .625% 0.625% 2026/07/31 2,178,122 Total Largest Bond Holdings $ 31,879,126 A complete list of portfolio holdings is available upon request. City of Fresno Fire and Police Retirement System l INVESTMENT Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 77 Schedule of Commissions For The Fiscal Year Ended June 30, 2022 Total Number of Commission Brokerage Firm Commissions Shares Cost/Share B.RILEY & CO. LLC $ 49,512 4,891,934 $ 0.0101 PIPER JAFFRAY & CO 21,254 723,456 0.0294 GOLDMAN, SACHS AND CO. 14,708 12,132,440 0.0012 UBS SECURITIES ASIA LIMITED 13,299 25,895,143 0.0005 HSBC SECURITIES (USA) INC. 10,629 1,216,574 0.0087 VIRTU AMERICAS LLC 10,498 17,341,150 0.0006 CREDIT SUISSE SECURITIES (USA) LLC 9,776 3,190,270 0.0031 MORGAN STANLEY AND CO., LLC 9,734 949,119 0.0103 UBS AG LONDON BRANCH 8,982 108,343,504 0.0001 CITIGROUP GLOBAL MARKETS INC. 8,234 76,029,826 0.0001 $ 156,626 250,713,416 $ 0.0006 All Other Brokerage Firms 221,242 988,261,032 0.0002 TOTAL $ 377,868 1,238,974,448 $ 0.0003 Investment Summary For The Fiscal Year Ended June 30, 2022 Investment Value Percent of Fund Investment Management Fees Equity Domestic $ 577,967,969 30.4% $ 875,536 International Developed Market 242,802,184 12.8% 1,920,511 Fixed Income 315,779,729 16.6% 752,582 Alternatives 464,780,298 24.5% 8,771,866 Real Estate 291,143,285 15.3% 5,412,134 Short-term Investments 7,181,698 0.4% — Total $ 1,899,655,163 100.0% $ 17,732,629 City of Fresno Fire and Police Retirement System l INVESTMENT Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 78 Assets will be invested and administered to balance the need to control risk with superior performance. We expect excellence in all activities. We will also be accountable and act in accordance with the law. ACTUARIAL 80 Actuarial Certification Letter 83 Summary of Actuarial Assumptions and Funding Method 85 Probabilities of Separation Prior to Retirement 86 Schedule of Active Member Valuation Data 87 Schedule of Retirees and Beneficiaries Added to or Removed from Rolls 88 Solvency Test 89 Actuarial Analysis of Financial Experience 89 Schedule of Funding Progress 90 Major Benefit Provisions of the Retirement System 92 History of Employer Net Contribution Rates City of Fresno Fire and Police Retirement System l ACTUARIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 79 Actuarial Certification Letter City of Fresno Fire and Police Retirement System l ACTUARIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 80 City of Fresno Fire and Police Retirement System l ACTUARIAL Actuarial Certification Letter Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 81 City of Fresno Fire and Police Retirement System l ACTUARIAL Actuarial Certification Letter Continued Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 82 Summary of Actuarial Assumptions and Funding Method These actuarial assumptions and methods based on June 30, 2022 data were adopted by the City of Fresno Fire and Police System (the System) Retirement Board on November 22, 2022, and are effective for July 1, 2023. Assumptions Valuation Interest Rate 6.75% Inflation:2.50% Post-Retirement Mortality (a) Service Retirement Pub-2010 Safety Healthy Retiree Amount-Weighted Mortality Table (separate tables for males and females), projected generationally with the two- dimensional mortality improvement scale MP-2021. (b) Beneficiaries Beneficiaries not Currently in Pay Status • Pub-2010 General Healthy Retiree Amount-Weighted Mortality Table (separate tables for males and females) with rates increased by 5%, projected generationally with the two-dimensional mortality improvement scale MP-2021. Beneficiaries in Pay Status • Pub-2010 Contingent Survivor Amount-Weighted Mortality Table (separate tables for males and females) with rates increased by 5%, projected generationally with the two-dimensional mortality improvement scale MP-2021. (c) Disability Retirement Pub-2010 Safety Disabled Retiree Amount-Weighted Mortality Table (separate tables for males and females), projected generationally with the two dimensional mortality improvement scale MP-2021. The Pub-2010 mortality tables and adjustments as shown above reasonably reflect the mortality experience as of the measurement date. These mortality tables were adjusted to future years using the generational projection to reflect future mortality improvement between the measurement date and those years. Pre-Retirement Mortality Based upon the Analysis of Actuarial Experience during the period July 1, 2018 through June 30, 2021. Withdrawal Rates Based upon the Analysis of Actuarial Experience during the period July 1, 2018 through June 30, 2021. Disability Rates Based upon the Analysis of Actuarial Experience during the period July 1, 2018 through June 30, 2021. Service Retirement Rates Based upon the Analysis of Actuarial Experience during the period July 1, 2018 through June 30, 2021. Assets Five-year smoothed recognition of realized and unrealized capital gains and losses greater or lesser than the actuarial assumed rate of return. City of Fresno Fire and Police Retirement System l ACTUARIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 83 Summary of Actuarial Assumptions and Funding Method Continued Funding Method The System’s liability is being funded on the Entry Age Normal Cost method with the Unfunded Actuarial Accrued Liability (UAAL) amortized as a level percentage of payroll. There is no UAAL as of June 30, 2022. The System’s funding policy for determining Total Pension Liability (for funding purposes) uses a version of the Entry Age method whereby the Actuarial Accrued Liability is fully accrued when a member retires from employment after participating in DROP (Deferred Retirement Option Program). While for financial reporting purposes only, in accordance with GASB 67 provisions, for determining Total Pension Liability, the Actuarial Accrued Liability is fully accrued when a member either enters DROP or is expected to elect DROP. (See page 32 of the Financial Section and pages 60 and 61 of the Required Supplementary Information on the different actuarial assumptions used for financial reporting versus funding progress.) Cost-of-Living Adjustment (COLA) Assumption The annual cost-of-living adjustment (COLA) is 3.00% for Tier 2 members and 3.00% for Tier 1 members and retirees who have retired with the final average formula, or with the career average formula. DROP Assumptions Tier 1 Tier 2 1st year eligible 100% 40% Following year 0% 10% Next following year 0% 5% Thereafter 0% 0% Members are assumed to remain in the Deferred Retirement Option Program (DROP) for 7 years. Ultimate Salary Scale Salary Scale is made up of merit and longevity, and inflation components. The inflation component is equal to 2.50%; plus 0.50% real across-the-board salary increase. The merit and promotion component varies by service and is illustrated below: Years of Service Merit and Promotion Assumption < 1 year 10.00% 1 - 2 years 10.00% 2 - 3 years 5.00% 3 - 4 years 4.00% 4 - 5 years 4.00% 5 - 6 years 4.00% 6 - 7 years 1.75% 7 - 10 years 1.00% 10 & Over 1.00% City of Fresno Fire and Police Retirement System l ACTUARIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 84 Probabilities of Separation Prior to Retirement Mortality Rate (%) Tier 1 and Tier 2 Age Male Female 25 0.04 0.02 30 0.04 0.03 35 0.05 0.04 40 0.06 0.05 45 0.08 0.07 50 0.12 0.09 55 0.18 0.12 60 0.26 0.17 65 0.41 0.23 70 0.77 0.45 All pre-retirement deaths are assumed to be duty. Disability Rate (%) Tier 1 Tier 2 Age Duty Non-Duty Duty Non-Duty 20 0.02 0.00 0.06 0.00 25 0.14 0.01 0.10 0.01 30 0.26 0.01 0.40 0.01 35 0.39 0.03 0.72 0.03 40 0.60 0.12 1.04 0.14 45 0.88 0.25 1.20 0.23 50 2.80 0.20 1.32 0.16 55 8.20 0.00 3.86 0.00 60 0.00 0.00 11.38 0.00 65 0.00 0.00 0.00 0.00 Total Termination (Less Than 5 years of service) Total Termination (5 or more years of service) Rate (%)Rate (%) Service Tier 1 Tier 2 Age Tier 1 Tier 25-10 Years 10+ Years 0 – 1 4.47 10.00 20 2.87 3.57 2.00 1 – 2 4.47 6.00 25 2.87 3.57 2.00 2 – 3 4.47 4.00 30 1.88 2.63 2.00 3 – 4 4.47 3.00 35 0.87 1.44 2.00 4 – 5 4.47 2.00 40 0.44 0.92 1.50 45 0.19 0.63 1.50 100% of members are assumed to elect a withdrawal of contributions. No termination is assumed after a member is assumed to retire. 50 0.00 0.00 0.00 100% of Tier 1 members with 5 – 10 years of service, 0% of Tier 1 members with 10+ years of service and 30% of Tier 2 members with 5+ years of service are assumed to elect a withdrawal of contributions. The remaining members are assumed to elect a deferred vested benefit. No termination is assumed after a member is assumed to retire. City of Fresno Fire and Police Retirement System l ACTUARIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 85 Schedule of Active Member Valuation Data % Increase Valuation Annual Annual (Decrease) Date Active/DROP Number Payroll Average Pay in Average Pay June 30, 2022 Active Members 1,045 $ 115,913,278 $ 110,922 1.3% DROP Participants 89 11,912,877 133,853 5.3% Totals 1,134 $ 127,826,155 $ 244,775 June 30, 2021 Active Members 987 $ 108,105,135 $ 109,529 3.5% DROP Participants 95 12,071,386 127,067 0.8% Totals 1,082 $ 120,176,521 $ 236,596 June 30, 2020 Active Members 999 $ 105,679,917 $ 105,786 5.2% DROP Participants 97 12,222,365 126,004 1.6% Totals 1,096 $ 117,902,282 $ 231,790 June 30, 2019 Active Members 1,033 $ 103,910,274 $ 100,591 4.6% DROP Participants 90 11,163,174 124,035 4.3% Totals 1,123 $ 115,073,448 $ 224,626 June 30, 2018 Active Members 1,043 $ 100,270,371 $ 96,137 3.6% DROP Participants 90 10,701,563 118,906 5.4% Totals 1,133 $ 110,971,934 $ 215,043 June 30, 2017 Active Members 990 $ 91,850,923 $ 92,779 1.1% DROP Participants 96 10,828,198 112,794 1.1% Totals 1,086 $ 102,679,121 $ 205,573 June 30, 2016 Active Members 947 $ 86,884,960 $ 91,748 (2.5)% DROP Participants 107 11,932,935 111,523 1.3% Totals 1,054 $ 98,817,895 $ 203,271 June 30, 2015 Active Members 880 $ 82,820,376 $ 94,114 (0.8)% DROP Participants 113 12,441,847 110,105 2.3% Totals 993 $ 95,262,223 $ 204,219 June 30, 2014 Active Members 872 $ 82,701,177 $ 94,841 (2.2)% DROP Participants 126 13,557,816 107,602 (3.1)% Totals 998 $ 96,258,993 $ 202,443 June 30, 2013 Active Members 899 $ 87,164,227 $ 96,957 1.6% DROP Participants 122 13,540,941 110,991 8.1% Totals 1,021 $ 100,705,168 $ 207,948 City of Fresno Fire and Police Retirement System l ACTUARIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 86 Schedule of Retirees and Beneficiaries Added to or Removed from Rolls Added to Rolls Removed from Rolls Rolls at Fiscal Year End Fiscal Year Ended June 30 Number Annual Allowance Number Annual Allowance Number Annual Allowance Average Annual Allowance % Increase / (Decrease) in Retiree Allowance 2022 63 $2,682,320 (34) ($918,250) 1,154 $74,809,611 $64,826 4.62 2021 44 $1,429,318 (25) ($672,017) 1,125 $69,707,525 $61,962 2.31 2020 51 $1,341,603 (30) ($1,012,050) 1,106 $66,983,928 $60,564 0.92 2019 48 $1,585,314 (29) ($676,320) 1,085 $65,113,142 $60,012 2.34 2018 51 $1,231,992 (31) ($708,568) 1,066 $62,510,828 $58,641 4.41 2017 55 $1,432,672 (20) ($456,710) 1,046 $58,748,302 $56,165 2.48 2016 32 $728,058 (26) ($730,485) 1,011 $55,408,166 $54,805 2.55 2015 48 $1,429,630 (21) ($514,195) 1,005 $53,711,161 $53,444 (0.58) 2014 41 $1,068,770 (31) ($703,986) 978 $52,573,897 $53,757 0.05 2013 48 $1,438,868 (40) ($856,967) 968 $52,011,489 $53,731 0.39 City of Fresno Fire and Police Retirement System l ACTUARIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 87 Solvency Test (In thousands) Portion of Accrued Liabilities Aggregate Accrued Liabilities for Covered by Reported Asset Valuation Date as of June 30 Active Member Contributions Retirees and Beneficiaries (Includes Deferred Vested) Active Members (Employer Financed Portion) Actuarial Valuation Value of Assets Active Member Contributions Retirees and Beneficiaries (Includes Deferred Vested) Active Members (Employer Financed Portion) 2022 $191,651 $982,691 $312,269 $1,791,487 100% 100% 100% 2021 186,156 920,277 288,707 1,695,906 100% 100% 100% 2020 180,093 880,163 270,890 1,547,641 100% 100% 100% 2019 173,489 839,837 264,423 1,495,023 100% 100% 100% 2018 165,233 801,931 227,567 1,436,725 100% 100% 100% 2017 154,607 770,352 206,389 1,354,974 100% 100% 100% 2016 143,208 728,510 195,698 1,276,604 100% 100% 100% 2015 131,828 713,712 174,376 1,220,269 100% 100% 100% 2014 124,550 717,618 163,860 1,142,649 100% 100% 100% 2013 115,277 711,124 171,435 1,061,399 100% 100% 100% City of Fresno Fire and Police Retirement System l ACTUARIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 88 Actuarial Analysis of Financial Experience (Dollars in Millions) Plan Years 2022 2021 2020 2019 2018 2017 2016 2015 2014 2013 Prior Valuation Actuarial Accrued Liability $1,395 $1,331 $1,278 $1,195 $1,131 $1,067 $1,020 $1,006 $998 $953 Salary Increase Greater/ (Less) than Expected 4 — 14 — 5 (9) (28) (10) (20) (1) Asset Return (Greater)/ Less than Expected — — — — — — — — — — COLA Increase Greater/(Less) than Expected 17 (2) (4) (5) (6) 11 (24) (27) (23) (23) Other Experience 10 4 (5) 1 9 11 8 1 — (1) Economic Assumption Changes (3) — (14) 31 3 — 50 — — 20 Non-economic Assumption Changes — — — — — — — — — — Normal Cost 40 39 39 35 33 32 30 30 30 28 Interest 97 92 88 85 81 76 76 75 74 75 Payments (73) (69) (65) (64) (61) (57) (55) (54) (53) (53) Change in Valuation Programs and Methods — — — — — — (10) (1) — — Ending Actuarial Accrued Liability $1,487 $1,395 $1,331 $1,278 $1,195 $1,131 $1,067 $1,020 $1,006 $998 Schedule of Funding Progress (Dollars in Millions) (6) (1)(2)(4)Prefunded / Actuarial Actuarial (3) Prefunded / (5) (Unfunded AAL) Actuarial Valuation Accrued Percentage (Unfunded Annual Percentage of Valuation Value of Liability Funded AAL) Covered Covered Payroll As of June 30 Assets (AAL) (1) / (2) (2) - (1) Payroll [(2) - (1)] / (5) 2022 $1,791 $1,487 120.5%$304 $128 238.50% 2021 $1,696 $1,395 121.6%$301 $120 250.30% 2020 $1,548 $1,331 116.3%$216 $118 183.60% 2019 $1,495 $1,278 117.0%$217 $115 188.80% 2018 $1,437 $1,195 120.3%$242 $111 218.10% 2017 $1,355 $1,131 119.8%$224 $103 217.80% 2016 $1,277 $1,067 119.6%$209 $99 211.70% 2015 $1,220 $1,020 119.6%$200 $95 210.30% 2014 $1,143 $1006 113.6%$137 $96 141.90% 2013 $1,061 $998 106.4%$64 $101 63.10% City of Fresno Fire and Police Retirement System l ACTUARIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 89 Major Benefit Provisions of the Retirement System Coverage All Fire and Police employees hired on or after October 27, 1927, and before August 27, 1990. All Fire and Police employees hired on or after August 27, 1990. Final Average Salary (FAS) A. Three-year final average salary; or B. Salary attached to rank average-service weighted compensation for each rank held. A. Highest three consecutive year average. Service Retirement Requirement: Age 50 and 10 years of Service, or age 60. Benefit: (1) and (2) 1. 2¾% of FAS times years of service before age 50, not to exceed 20 years. 2. 2% of FAS times years of service after age 50, not to exceed 10 years Requirement: Age 50 and 5 years of service. Benefit: Retirement Age Benefit Formula 50 51 52 53 54 55 and over 2.00% x FAS x service 2.14% x FAS x service 2.28% x FAS x service 2.42% x FAS x service 2.56% x FAS x service 2.70% x FAS x service Maximum Benefit: 75% of FAS Maximum Benefit: 75% of FAS Deferred Retirement Option Program (DROP) An employee who is age 50 with 10 years of service may join the DROP program which is in essence an alternative form of retirement distribution. Retirement amount is calculated and monthly deposits are made to the employee’s DROP account while the employee continues to work for a maximum of 10 years. An employee who is age 50 with 5 years of service may join the DROP program which is in essence an alternative form of retirement distribution. Retirement amount is calculated and monthly deposits are made to the employee’s DROP account while the employee continues to work for a maximum of 10 years. Disability Retirement a. Requirements: 1. Service-Connected: None 2. Non-Service Connected: 10 years of service. a. Requirements: 1. Service-Connected: None 2. Non-Service Connected: 10 years of service. b. Benefit: 1. Service-Connected: 55% of FAS or service retirement, if higher. 2. Non-Service Connected: 1.65% x FAS x years of service, if exceeds 36.67% of FAS; or 36.67% of FAS; or service retirement, if higher. b. Benefit: 1. Service-Connected: 50% of FAS or service retirement, if higher. 2. Non-Service Connected: 1½% x FAS x years of service, if exceeds 1/3 of FAS; or 1/3 of FAS; or service retirement, if higher. Benefit reduced to the extent that income earned while on disability and the amount of the disability retirement benefits exceeds the current salary attached to the last rank held. Benefit reduced to the extent that income earned while on disability and the amount of the disability retirement benefits exceeds the current salary attached to the last rank held. Fire & Police First Tier Fire & Police Second Tier City of Fresno Fire and Police Retirement System l ACTUARIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 90 Major Benefit Provisions of the Retirement System Continued Death Before Retirement a. Before eligible to retire for disability (less than 5 years). 1. One month’s salary for each year of service, not-to-exceed 6 months. 2. Return of contributions with interest. a. While eligible to retire (after 10 years): 2/3 of Service or Non-Service-connected Disability Retirement Benefit. b. Service-Connected Death: 55% of FAS a. Before eligible to retire (less than 5 years). 1. One month’s salary for each year of service, not-to-exceed 6 months. 2. Return of contributions with interest. a. While eligible to retire (after 5 years): 2/3 of Service or Non- Service-connected Disability Retirement Benefit b. Service-Connected Death: 50% of FAS Death After Retirement Two-thirds of the member’s allowance continued to eligible spouse for life. Two-thirds of the member’s allowance continued to eligible spouse for life. Withdrawal Benefits a. If less than 10 years of service, return of contributions. b. If greater than 10 years of service, right to have vested deferred retirement benefit at normal retirement date. a. If less than 5 years of service, return of contributions. b. If greater than 5 years of service, right to have vested deferred retirement benefit. Post Retirement Supplemental Benefit (PRSB) On May 27, 1998, the City Council adopted the Post Retirement Supplemental Benefit (“PRSB”) Program which is intended to provide assistance to retirees to pay for various post retirement expenses. Annually, after an actuarial study has been performed, the Retirement Board will review the availability of surplus earnings in the System and determine whether a benefit can be paid to eligible PRSB recipients. If a surplus is declared by the Retirement Board, PRSB benefit payments will be calculated for eligible recipients and payments for the following calendar year will begin in January. On May 27, 1998, the City Council adopted the Post Retirement Supplemental Benefit (“PRSB”) Program which is intended to provide assistance to retirees to pay for various post retirement expenses. Annually, after an actuarial study has been performed, the Retirement Board will review the availability of surplus earnings in the System and determine whether a benefit can be paid to eligible PRSB recipients. If a surplus is declared by the Retirement Board, PRSB benefit payments will be calculated for eligible recipients and payments for the following calendar year will begin in January. Cost of Living Benefits a. Based on the weighted mean average compensation attached to all ranks in the department, limited to a 5% maximum change per year, if based on three-year FAS. b. Based on salary increase for each rank held, if benefit was calculated on salary attached to average rank. a. Based on the Consumer Price Index for all Urban Wage Earners and all Clerical Workers (U.S. City Average) limited to 3% change per year. Member Contribution Rates Varies based on entry age.9% of Compensation. Fire & Police First Tier Fire and Police Second Tier City of Fresno Fire and Police Retirement System l ACTUARIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 91 History of Employer Net Contribution Rates (Tier 1) Employer Normal Employer Net Contribution 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 0.00% 5.00% 10.00% 15.00% 20.00% 25.00% 30.00% Fiscal Year Ending June 30 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Employer Normal 26.22 % 25.95 % 27.80 % 26.88 % 29.59 % 28.38 % 28.45 % 27.77 % 29.55 % 28.76 % Prefunded Liability/Prepaid Contributions 6.38 % 5.76 % 6.97 % 6.74 % 10.57 % 9.46 % 9.73 % 8.18 % 6.73 % 6.20 % Employer Net Contribution 19.84 % 20.19 % 20.83 % 20.14 % 19.02 % 18.92 % 18.72 % 19.59 % 22.82 % 22.56 % City of Fresno Fire and Police Retirement System l ACTUARIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 92 History of Employer Net Contribution Rates (Tier 2) Employer Normal Employer Net Contribution 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 0.00% 5.00% 10.00% 15.00% 20.00% 25.00% 30.00% Fiscal Year Ending June 30 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Employer Normal 19.56 % 18.91 % 22.09 % 22.07 % 22.24 % 23.15 % 23.07 % 23.29 % 25.79 % 25.27 % Prefunded Liability/Prepaid Contributions 0.28 % 1.28 % 1.26 % 1.93 % 3.22 % 4.23 % 4.35 % 3.70 % 2.97 % 2.71 % Employer Net Contribution 19.28 % 17.63 % 20.83 % 20.14 % 19.02 % 18.92 % 18.72 % 19.59 % 22.82 % 22.56 % City of Fresno Fire and Police Retirement System l ACTUARIAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 93 To create an environment in which Board Members can maximize their performance as trustees. To improve business processes and our delivery of services provided to members and retirees. To improve communications with members, retirees and the employer. STATISTICAL 95 Statistical Section Review 96 Schedule of Changes in Fiduciary Net Position 97 Schedule and Graph of Additions by Source 98 Schedule and Graph of Deductions by Type 99 Membership Information City of Fresno Fire and Police Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 94 Statistical Section Review This section provides additional historical perspective, context, and detail in order to provide a more comprehensive understanding of this year’s financial statements, note disclosures, and supplementary information which covers the benefits provided by the City of Fresno Fire and Police Retirement System. It also provides multi-year trend of financial and operation information to facilitate comprehensive understanding of how the organization’s financial position and performance has changed over time. More specifically, the financial and operating information provides contextual data for the System’s net position, benefits, refunds, contribution rates and different types of retirement benefits. The financial and operating trend information is located on the following pages. City of Fresno Fire and Police Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 95 Schedule of Changes in Fiduciary Net Position Last Ten Fiscal Years 2013 - 2022 (Dollars in Millions) 2022 2021 2020 2019 2018 Additions Employer Contributions $ 27.6 $ 26.3 $ 22.3 $ 20.6 $ 19.7 Member Contributions 11.0 10.3 10.0 9.6 9.0 Investment Income (Loss)(160.6) 491.7 24.2 82.9 129.10 Total Additions $ (122.0) $ 528.3 $ 56.5 $ 113.1 $ 157.8 Deductions Benefit Payments $ 72.8 $ 68.0 $ 65.0 $ 63.0 $ 60.5 Post Retirement Supplemental Benefits 2.0 1.7 2.0 2.1 2.0 Refunds 0.4 1.2 0.2 0.9 0.6 Administrative 2.1 2.3 1.8 1.9 1.7 Total Deductions 77.3 73.2 69.0 67.9 64.8 Change in Fiduciary Net Position $ (199.3) $ 455.1 $ (12.5) $ 45.2 $ 93.0 2017 2016 2015 2014 2013 Additions Employer Contributions $ 18.5 $ 18.7 $ 19.0 $ 18.6 $ 18.7 Member Contributions 8.2 7.7 7.4 7.3 7.4 Investment Income (Loss) 192.3 6.1 39.1 201.8 140.7 Total Additions $ 219.0 $ 32.5 $ 65.5 $ 227.7 $ 166.8 Deductions Benefit Payments $ 57.0 $ 54.4 $ 53.5 $ 52.5 $ 51.8 Post Retirement Supplemental Benefits 1.7 1.0 0.2 0.1 0.2 Refunds 0.6 1.2 0.9 0.1 1.0 Administrative 1.5 1.4 1.1 1.1 1.2 Total Deductions 60.8 58.0 55.7 53.8 54.2 Change in Fiduciary Net Position $ 158.2 $ (25.5) $ 9.8 $ 173.9 $ 112.6 City of Fresno Fire and Police Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 96 Schedule and Graph of Additions by Source (In Thousands) Last Ten Fiscal Years 2013 - 2022 EMPLOYER CONTRIBUTIONS EMPLOYEE CONTRIBUTIONS INVESTMENT INCOME (LOSS) 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 $-300,000 $-200,000 $-100,000 $0 $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 EMPLOYER CONTRIBUTIONS $ 18,725 $ 18,575 $ 18,967 $ 18,738 $ 18,543 $ 19,697 $ 20,604 $ 22,324 $ 26,315 $ 27,556 EMPLOYEE CONTRIBUTIONS 7,399 7,294 7,385 7,748 8,169 8,964 9,597 10,012 10,256 10,973 INVESTMENT INCOME (LOSS) 140,701 201,838 39,164 6,063 192,318 129,162 82,872 24,205 491,745 (160,518) TOTAL $ 166,825 $ 227,707 $ 65,516 $ 32,549 $ 219,030 $ 157,823 $ 113,073 $ 56,541 $ 528,316 $ (121,989) City of Fresno Fire and Police Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 97 Schedule and Graph of Deductions by Type (In Thousands) Last Ten Fiscal Years 2013 - 2022 PROFESSIONAL & ADMINISTRATIVE REFUNDS SURVIVORS NON-SERVICE DISABILITY SERVICE DISABILITY SERVICE RETIREMENTS 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 $0 $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 $80,000 $90,000 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 SERVICE RETIREMENTS $ 26,332 $ 25,338 $ 25,657 $ 25,662 $ 28,079 $ 28,855 $ 27,381 $ 28,753 $ 31,484 $ 33,324 SERVICE DISABILITY 21,250 22,848 23,336 24,753 25,539 28,533 31,033 30,529 30,743 33,302 NON-SERVICE DISABILITY 242 339 348 340 350 280 285 170 132 234 SURVIVORS 4,188 4,049 4,370 4,653 4,780 4,843 6,414 7,532 7,348 7,950 REFUNDS 970 146 901 1,173 525 560 849 218 1,255 368 PROFESSIONAL & ADMINISTRATIVE 1,182 1,119 1,108 1,503 1,503 1,710 1,897 1,839 2,283 2,126 TOTAL $ 54,164 $ 53,839 $ 55,720 $ 58,084 $ 60,776 $ 64,781 $ 67,859 $ 69,041 $ 73,245 $ 77,304 City of Fresno Fire and Police Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 98 Schedule of Average Benefit Payments Years of Credited Service Fiscal Year Average/ New Retirement Effective Dates 5-10 10-15 15-20 20-25 25-30 30+ Retirees Period 7/1/21 to 6/30/22* Average Monthly Pension Benefits $ 962 $ 3,637 $ 4,196 $ 5,617 $ 7,881 $ — $ 3,716 Average Monthly DROP Payment — 602 442 2,658 3,862 — 1,261 Average Final Average Salary 6,283 7,810 8,925 8,769 11,007 — 7,132 Number of New Retired Members 1 2 11 18 11 — 43 Period 7/1/19 to 6/30/20* Average Monthly Pension Benefits $ — $ 4,255 $ 3,651 $ 5,388 $ 7,268 $ 9,424 $ 4,998 Average Monthly DROP Payment — — 653 2,570 4,982 10,234 3,073 Average Final Average Salary — 9,661 8,278 8,864 11,179 14,679 8,777 Number of New Retired Members — 6 4 16 8 1 35 Period 7/1/19 to 6/30/20* Average Monthly Pension Benefits $ 1,330 $ 3,419 $ 3,639 $ 4,620 $ 5,394 $ 11,451 $ 4,976 Average Monthly DROP Payment — 779 1,222 1,951 409 12,414 2,796 Average Final Average Salary 6,283 6,873 8,206 8,385 9,513 18,542 9,634 Number of New Retired Members 1 7 7 13 4 1 33 Period 7/1/18 to 6/30/19* Average Monthly Pension Benefits $ 3,057 $ 3,519 $ 3,972 $ 5,317 $ 6,012 $ 7,064 $ 4,824 Average Monthly DROP Payment 205 — 858 3,765 4,303 6,515 2,608 Average Final Average Salary 5,052 9,006 8,182 9,428 9,754 11,499 8,820 Number of New Retired Members 3 4 7 8 7 1 30 Period 7/1/17 to 6/30/18* Average Monthly Pension Benefits $ 2,603 $ 3,469 $ 4,020 $ 5,024 $ 4,923 $ 4,637 $ 4,113 Average Monthly DROP Payment — — 1,174 3,520 2,858 3,108 1,777 Average Final Average Salary 7,949 8,113 7,730 8,508 9,046 7,019 8,061 Number of New Retired Members 7 6 6 9 7 1 36 *The Schedule of Average Benefit Payments includes information in accordance with GASB Statement No. 44 for the periods from July 1, 2016 through June 30, 2022. Since implementing PG3 - our new Pension Administration System commencing July 1, 2015, we are now able to capture information prospectively that is necessary for the System to comply with GASB 44 reporting. The System will provide 10 years in the format required by GASB 44 as information becomes available. City of Fresno Fire and Police Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 99 Schedule of Average Benefit Payments (Continued) Years of Credited Service Fiscal Year Average/ New Retirement Effective Dates 5-10 10-15 15-20 20-25 25-30 30+ Retirees Period 7/1/16 to 6/30/17* Average Monthly Pension Benefits $ 1,633 $ 3,211 $ 4,100 $ 5,027 $ 5,481 $ 5,909 $ 4,227 Average Monthly DROP Payment — — 2,305 2,560 4,372 4,266 2,251 Average Final Average Salary 6,049 7,648 8,067 8,565 9,524 10,141 8,332 Number of New Retired Members 3 4 5 11 10 1 34 Period 7/1/15 to 6/30/16* Average Monthly Pension Benefits $ 612 $ 2,914 $ 3,448 $ 4,268 $ 4,922 $ 3,862 $ 3,338 Average Monthly DROP Payment 0 3,128 1,154 3,245 5,207 2,907 2,607 Average Final Average Salary 4,761 7,579 8,011 7,845 8,928 6,689 7,302 Number of New Retired Members 1 5 5 5 3 3 22 Period 7/1/14 to 6/30/15 Average Monthly Pension Benefits $ 3,735 $ 3,565 $ 3,846 $ 6,323 $ 8,405 $ 7,434 $ 5,551 Number of New Retired Members 1 4 6 10 10 3 34 Period 7/1/13 to 6/30/14 Average Monthly Pension Benefits $ 2,665 $ 2,540 $ 4,759 $ 7,181 $ 8,611 $ — $ 4,293 Number of New Retired Members 4 2 6 7 6 — 25 Period 7/1/12 to 6/30/13 Average Monthly Pension Benefits $ 2,450 $ 3,973 $ 4,169 $ 7,226 $ — $ 7,842 $ 4,277 Number of New Retired Members 3 8 6 6 — 3 26 *The Schedule of Average Benefit Payments includes information in accordance with GASB Statement No. 44 for the periods from July 1, 2016 through June 30, 2022. Since implementing PG3 - our new Pension Administration System commencing July 1, 2015, we are now able to capture information prospectively that is necessary for the System to comply with GASB 44 reporting. The System will provide 10 years in the format required by GASB 44 as information becomes available. City of Fresno Fire and Police Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 100 Retirees by Type of Benefit As of June 30, 2022 Amount of Number of Type of Retirement* Monthly Benefit Retirees 1 2 3 $1 - $1,000 60 57 1 2 $1,001 - $2,000 78 63 5 10 $2,001 - $3,000 66 33 11 22 $3,001 - $4,000 172 41 41 90 $4,001 - $5,000 281 49 196 36 $5,001 - $6,000 134 60 59 15 $6,001 - $7,000 82 40 35 7 $7,001 - $8,000 74 39 33 2 $8,001 - $9,000 57 31 26 — > $9,000 150 92 58 — Total 1,154 505 465 184 *Type of Retirement 1 - Service Retiree 2 - Disability Retiree 3 - Beneficiary/Continuant/Survivor Amount of Number of Option Selected** Monthly Benefit Retirees Unmodified Option 1 Option 2 Option 3 $1 - $1,000 60 47 8 5 — $1,001 - $2,000 78 57 13 5 3 $2,001 - $3,000 66 41 8 13 4 $3,001 - $4,000 172 104 40 20 8 $4,001 - $5,000 281 163 48 52 18 $5,001 - $6,000 134 81 22 22 9 $6,001 - $7,000 82 49 5 24 4 $7,001 - $8,000 74 34 17 18 5 $8,001 - $9,000 57 25 6 21 5 > $9,000 150 72 16 54 8 Total 1,154 673 183 234 64 **Option Selected Unmodified - Beneficiary receives 50% of the member's allowance Option 1 - Beneficiary receives lump sum of member's unused contributions Option 2 - Beneficiary receives 100% of member's reduced monthly benefit Option 3 - Beneficiary receives 75% of member's reduced monthly benefit City of Fresno Fire and Police Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 101 Schedule and Graph of Pension Benefit Payments Deductions by Type Last Ten Fiscal Years 2013 - 2022 (Dollars in Millions) Service Retiree Benefits Disability Retiree Benefits Separation Death Benefits Misc 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 $0 $10 $20 $30 $40 $50 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Service Retiree Benefits $30.5 $28.9 $30.0 $30.3 $32.9 $33.7 $33.8 $36.3 $38.8 $41.3 Disability Retiree Benefits 21.5 23.7 23.7 25.1 25.9 28.8 31.3 30.7 30.9 33.5 Separation 1.0 0.1 0.9 1.1 0.5 0.6 0.9 0.2 1.3 0.4 Death Benefits — — — 0.1 — — — — — — Misc — — — — — — — — — — Total Benefit Deductions $53.0 $52.7 $54.6 $56.6 $59.3 $63.1 $66.0 $67.2 $71.0 $75.2 City of Fresno Fire and Police Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 102 Schedule and Graph of Active Vested, Active Non-Vested and Deferred Membership History Last Ten Fiscal Years 2013 - 2022 ACTIVE VESTED ACTIVE NON-VESTED DEFERRED 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 0 200 400 600 800 1000 1200 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 ACTIVE VESTED 979 959 925 899 863 808 795 805 845 856 ACTIVE NON-VESTED 42 44 72 152 221 330 331 291 240 280 DEFERRED 49 55 68 81 90 94 88 85 90 58 TOTAL 1,070 1,058 1,065 1,132 1,174 1,232 1,214 1,181 1,175 1,194 City of Fresno Fire and Police Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 103 Schedule and Graph of Retirees Pension Benefit Payments by Type of Benefit Last Ten Fiscal Years 2013 - 2022 SERVICE RETIREMENTS SERVICE DISABILITY NON-SERVICE DISABILITY SURVIVORS 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 0 50 100 150 200 250 300 350 400 450 500 550 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 SERVICE RETIREMENTS 355 345 453 452 468 463 458 475 485 505 SERVICE DISABILITY 355 362 371 376 401 426 440 446 456 460 NON-SERVICE DISABILITY 4 5 5 5 5 4 5 3 4 5 SURVIVORS 248 259 169 168 168 169 176 182 180 184 TOTAL 962 971 998 1,001 1,042 1,062 1,079 1,106 1,125 1,154 City of Fresno Fire and Police Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 104 Summary of Active Participants NUMBER OF PENSIONABLE ANNUAL NET CHANGE IN YEAR MEMBERS PAYROLL AVERAGE SALARY AVERAGE SALARY 2022 1,136 $122,633,655 $107,952 1.55% 2021 1,085 $115,341,276 $106,305 2.34% 2020 1,096 $113,842,558 $103,871 6.52% 2019 1,126 $109,803,190 $97,516 6.77% 2018 1,138 $103,934,234 $91,331 1.68% 2017 1,084 $97,368,618 $89,823 1.48% 2016 1,051 $93,030,822 $88,516 (3.10)% 2015 997 $91,075,093 $91,349 (0.39)% 2014 1,003 $91,980,224 $91,705 (0.78)% 2013 1,021 $94,368,329 $92,427 2.04% Summary of Retirees ANNUAL NET CHANGE ANNUAL AVERAGE IN BENEFITS NUMBER BENEFITS TO ALLOWANCE TO YEAR OF RETIREES PARTICIPANTS (INDIVIDUAL)PARTICIPANTS 2022 1,154 $74,809,611 $64,826 4.62% 2021 1,125 $69,707,525 $61,962 2.31% 2020 1,106 $66,983,928 $60,564 0.36% 2019 1,079 $65,113,142 $60,346 2.52% 2018 1,062 $62,510,828 $58,861 4.40% 2017 1,042 $58,748,302 $56,380 1.86% 2016 1,001 $55,408,165 $55,353 2.85% 2015 998 $53,711,161 $53,819 (0.60)% 2014 971 $52,573,897 $54,144 0.14% 2013 962 $52,011,489 $54,066 0.28% City of Fresno Fire and Police Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 105 Member and City Contribution Rates Last Ten Fiscal Years 2013 - 2022 TIER I As of June 30 Member Rates City Contribution Rates Basic at Entry Age Total City Less Prefunded Actuarial Accrued Liability Net City Contribution Fiscal Year Valuation Date 20 30 40 Rate (PAAL)Rate 2022 2020 4.68% 8.34% 7.71% 25.39% (2.83%)22.56% 2021 2019 4.68% 8.34% 7.71% 25.94% (3.12%)22.82% 2020 2018 4.34% 7.84% 7.30% 23.53% (3.94%)19.59% 2019 2017 4.34% 7.84% 7.30% 23.44% (4.72%)18.72% 2018 2016 4.34% 7.84% 7.30% 28.38% (9.46%)18.92% 2017 2015 4.52% 7.75% 6.94% 29.59% (10.57%)19.02% 2016 2014 4.52% 7.75% 6.94% 26.88% (6.74%)20.14% 2015 2013 4.52% 7.75% 6.94% 27.80% (6.97%)20.83% 2014 2012 4.05% 7.10% 6.40% 25.95% (5.76%)20.19% 2013 2011 4.05% 7.10% 6.40% 26.22% (6.38%)19.84% TIER II As of June 30 Member Rates City Contribution Rates Basic at Entry Age Total City Less Prefunded Actuarial Accrued Liability Net City Contribution Fiscal Year Valuation Date 20 30 40 Rate (PAAL)Rate 2022 2020 9.00% 9.00% 9.00% 25.39% (2.83%)22.56% 2021 2019 9.00% 9.00% 9.00% 25.94% (3.12%)22.82% 2020 2018 9.00% 9.00% 9.00% 23.53% (3.94%)19.59% 2019 2017 9.00% 9.00% 9.00% 23.44% (4.72%)18.72% 2018 2016 9.00% 9.00% 9.00% 23.15% (4.23%)18.92% 2017 2015 9.00% 9.00% 9.00% 22.24% (3.22%)19.02% 2016 2014 9.00% 9.00% 9.00% 22.07% (1.93%)20.14% 2015 2013 9.00% 9.00% 9.00% 22.09% (1.26%)20.83% 2014 2012 9.00% 9.00% 9.00% 18.91% (1.28%)17.63% 2013 2011 9.00% 9.00% 9.00% 19.56% (0.28%)19.28% Data Source: Annual Actuarial Valuation Reports City of Fresno Fire and Police Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 106 Economic Assumptions and Funding Method Last Ten Fiscal Years 2013 - 2022 Valuation Date Salary Cost-of-Living Inflation Funding June 30 Interest Scale Adjustment (COLA) Component Method 2022 6.75% 5.5% Avg 2.50 - 3.00% 2.50%Entry Age Normal 2021 7.00% 5.25% Avg 2.75 - 3.25% 2.75%Entry Age Normal 2020 7.00% 5.25% Avg 2.75 - 3.25% 2.75%Entry Age Normal 2019 7.00% 5.25% Avg 2.75 - 3.25% 2.75%Entry Age Normal 2018 7.25% 5.5% Avg 3.00 - 3.50% 3.00%Entry Age Normal 2017 7.25% 5.5% Avg 3.00 - 3.50% 3.00%Entry Age Normal 2016 7.25% 5.5% Avg 3.00 - 3.75% 3.00%Entry Age Normal 2015 7.50% 5.5% Avg 3.00 - 3.75% 3.25%Entry Age Normal 2014 7.50% 5.5% Avg 3.00 - 3.75% 3.25%Entry Age Normal 2013 7.50% 5.5% Avg 3.00 - 3.75% 3.25%Entry Age Normal Source: The Segal Company June 30, 2022, Actuarial Valuation Report City of Fresno Fire and Police Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 107 Benefits and Withdrawals Paid Last Ten Fiscal Years 2013 - 2022 (In Thousands) BENEFITS PRSB WITHDRAWALS 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 $0 $10000 $20000 $30000 $40000 $50000 $60000 $70000 $80000 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 BENEFITS $51,827 $52,513 $53,471 $54,428 $57,029 $60,492 $62,991 $65,020 $68,027 $72,785 PRSB 185 61 241 980 1,719 2,019 2,122 1,964 1,680 2,024 WITHDRAWALS 970 146 901 1,173 525 560 849 218 1,255 369 TOTAL $52,982 $52,720 $54,613 $56,581 $59,273 $63,071 $65,962 $67,202 $70,962 $75,178 City of Fresno Fire and Police Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 108 Average Monthly Benefits to Retirees Last Ten Fiscal Years 2013 - 2022 (In Thousands) Average Monthly Benefit Average Monthly PRSB 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 $0 $500 $1000 $1500 $2000 $2500 $3000 $3500 $4000 $4500 $5000 $5500 Average Monthly 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Benefit $4,489 $4,507 $4,465 $4,531 $4,561 $4,747 $4,865 $4,899 $5,039 $5,256 PRSB 16 5 20 82 138 158 164 148 124 146 Average Monthly Benefit Total $4,505 $4,512 $4,485 $4,613 $4,699 $4,905 $5,029 $5,047 $5,163 $5,402 City of Fresno Fire and Police Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 109 EXPECTATION OF LIFE (Age and Service Retirees) Years of Age Male Female 25 30 35 40 45 50 55 60 65 70 0.00 0.25 0.50 0.75 1.00 Separation Rate Before Retirement Due to Death* Rate % Tier I & II Age Male Female 25 0.04 0.02 30 0.04 0.03 35 0.05 0.04 40 0.06 0.05 45 0.08 0.07 50 0.12 0.09 55 0.18 0.12 60 0.26 0.17 65 0.41 0.23 70 0.77 0.45 *All pre-retirement deaths are presumed to be duty EXPECTATION OF LIFE (Disabled Retirees) Years of Age Tier I Duty Tier I Non-Duty Tier II Duty Tier II Non-Duty 20 25 30 35 40 45 50 55 60 0.00 5.00 10.00 15.00 Separation Rates Prior to Retirement Due to Disability Rate % Age Tier I Duty Tier I Non- Duty Tier II Duty Tier II Non- Duty 20 0.02 0.00 0.06 0.00 25 0.14 0.01 0.10 0.01 30 0.26 0.01 0.40 0.01 35 0.39 0.03 0.72 0.03 40 0.60 0.12 1.04 0.40 45 0.88 0.25 1.20 0.23 50 2.80 0.20 1.32 0.16 55 8.20 0.00 3.86 0.00 60 0.00 0.00 11.38 0.00 City of Fresno Fire and Police Retirement System l STATISTICAL Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 110 To attract, develop and retain competent and professional staff. To achieve and maintain superior investment performance on a risk controlled basis measured by the Public Fund Universe. COMPLIANCE 112 Independent Auditor’s Report on Internal Control Over Financial Reporting and On Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 111 Independent Auditor’s Internal Control Letter City of Fresno Fire and Police Retirement System l COMPLIANCE Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 112 Independent Auditor’s Internal Control Letter Continued City of Fresno Fire and Police Retirement System l COMPLIANCE Annual Comprehensive Financial Report For Fiscal Years Ended June 30, 2022 and 2021 113 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-137 Agenda Date:1/19/2023 Agenda #: 1.-S. REPORT TO THE CITY COUNCIL FROM:NELSON ESPARZA, Councilmember City Council District 7 SUBJECT ***RESOLUTION - Updating the Policy Entitled “School Liaison Act” (Subject to Mayor’s Veto) Attachment: Resolution City of Fresno Printed on 1/13/2023Page 1 of 1 powered by Legistar™ 01-19-2023 GB / LC 6-0 with MK absent. Approved on Consent R. 2023-017 Page 1 of 5 CITY OF FRESNO SCHOOL LIAISON ACT Updated January 19, 2023 The following policies are enacted to develop a closer working relationship between the City of Fresno and our local school districts. Page 2 of 5 Preface (October 29, 2015) Historically, joint meetings between the Council and local area school boards have been minimal. The last meeting between the Fresno City Council and the Fresno Unified School Board was more than 10 years ago. There has never been a joint meeting between the Fresno City Council and the Clovis Unified School Board, the Central Unified School Board and the Sanger Unified School Board. Many issues affect the Fresno City Council as well as the local area school district governing boards. This is particularly true with the Fresno Unified School District. Better communications between the respective governing boards would facilitate solutions to overlapping issues. Former Mayor Autry understood the strategic relationship between the City and the Fresno Unified School Board. During his first term as Mayor of Fresno (2001-2004) he attempted to promote a legislation action by the State to enable the Mayor to select Fresno Unified School Board trustees. Although he was unsuccessful in obtaining a legislation solution to grant the Mayor the authority to appoint school board members, he did bring public attention to this important issue. Other elected officials and community leaders understand the nexus between the academic performance of students of Fresno Unified School District and socioeconomic issues of the City. The high dropout rate at Fresno Unified School District has a direct relationship to crime related issues and chronic high unemployment, particularly among young people in Southeast and Southwest Fresno. A significant portion of the City's General Fund is directed at public safety and related issues in the underperforming neighborhoods of Southeast and Southwest Fresno. It is also very important to engage the other local school districts that fall within the City limits and have a direct impact on the City. Over the past 30 plus years the rapid growth of Fresno to the Northeast and Northwest has added new Clovis Unified and Central Unified schools and thousands of new students. The past 10 years saw major growth in the Southeast area that includes both Clovis Unified and Sanger Unified. Direct engagement of Council members and school board trustees has been sporadic and primarily based upon the level of engagement of any individual Council member. lt is essential that the Council work more closely with corresponding local school board trustees to improve communications and resolve cross jurisdictional and related citywide issues. The primary purpose of the School Liaison Act is to address the above issues by creating a Council Subcommittee to exchange information with local school district subcommittees. Page 3 of 5 ARTICLE I DEFINITIONS Career Technical Education Career Technical Education is a term applied to schools, institutions, and educational programs that specialize in skilled trades, applied sciences, modern technologies, and career preparation. City "City" means the City of Fresno, a municipal corporation. General Funds Revenues of the City, which are not otherwise restricted as to their use, including monies from local property and sales tax, and other revenue sources. The General Fund pays for core City services including police, fire, public works and parks. Liaison Liaison is defined as communication or cooperation that facilitates a close working relationship between people or organizations. School District A School District is an independent special purpose government, or dependent school system, which governs a public school system. State and local government regulate school districts. The governing body of a School District is elected by direct popular vote and is called a School Board or Board of Trustees. Subcommittee A Subcommittee is a committee created by the Council of the City of Fresno or a local school district, comprised of members of the Council or the school district, for the purpose of advising Council or the school district on matters related to education. ARTICLE II PURPOSE OF ACT The purpose of this Act is to develop policies and practices that will improve and further communication between the City and local school governing boards. Objectives of Act: 1. To improve communications between the City and school governing boards; 2. To establish a Council Subcommittee to work directly with subcommittees from school governing boards; 3. To better integrate General Plan planning and growth with school governing boards; 4. To better coordinate infrastructure expansion and repair with schools located within City limits; 5. To better coordinate public transportation with the needs of our local schools; 6. To explore more efficient planning and coordination between the City and respective school board that may result in cost savings for both sides; 7. To improve school safety through closer planning and coordination with the City fire and police departments; 8. To offer citizens better access to City parks and school grounds after hours and on weekends; and Page 4 of 5 9. To work closely with the State Center College District and local school governing boards to promote and develop Career Technical Education (CTE). Accomplishment of the above stated objectives will enhance the working relationship between the City and school jurisdictions located within City limits and afford all entities an opportunity to progress regarding their core mission. ARTICLE III SCHOOL DISTRICT BOUNDARIES INCLUDED IN CITY LIMITS The Fresno Unified School District covers all seven City of Fresno Council Districts. The Clovis Unified School District includes City of Fresno Council Districts 2,4,5, and 6. The Central Unified School District includes City of Fresno Council Districts 1,2, and 3. The Sanger Unified School District includes City of Fresno Council District 5. The State Center Community College District includes the entire City of Fresno. The Fresno County Office of Education includes the entire City of Fresno. ARTICLE IV ESTABLISHMENT OF COUNCIL SUBCOMMITTEE The Council shall create a standing Subcommittee called the School Liaison Subcommittee to meet with Subcommittees developed by Fresno Unified, Clovis Unified, Central Unified, Sanger Unified School Districts, the State Center College District, and the Fresno County Office of Education. The formation of any specific school board Subcommittee will be dependent upon a reciprocating school board decision to participate and add its own members (not to exceed a majority of the trustees) to the Subcommittee. The following general rules shall apply to School Liaison Subcommittee formation: 1. The Council President shall appoint a Council member to be the Subcommittee Chairperson which may be the Council President himself/herself; 2. The Subcommittee Chairperson shall appoint two Council members which may include the Council President to serve on the Subcommittee; 3. All Subcommittee members shall serve a two-year term; 4. The Subcommittee shall vote to elect a Vice Chairperson at their first regularly scheduled meeting; and 5. The Subcommittee membership shall be reviewed once a year to replace Council members who have departed or no longer wish to serve on the Subcommittee. ARTICLE V SUBCOMMITTEE MEETINGS When an individual school board forms a Subcommittee to meet with the Council Subcommittee, the following format shall be initially applied: 1. The respective Subcommittee Chairpersons shall communicate to determine the location, time, and date of the first meeting and future meetings for the calendar year; 2. lt is anticipated that meetings shall be held twice a year or as needed and that meetings will be between one to two hours; Page 5 of 5 3. lt is anticipated that one of the Subcommittee meetings will be held at Fresno City Hall and the second meeting at a school board site as determined by the school board Subcommittee; 4. Subcommittee meetings shall be open meetings pursuant to the Ralph M. Brown Act, Cal. Gov. Code 54950 ef seq., including public noticing of meetings. Minutes will be taken and the respective subcommittee members from both sides will determine the format of the meetings including agendas; 5. The Council Subcommittee Chairperson shall report the results of the Subcommittee meetings on an annual or as-needed basis to the entire Council at a regularly scheduled meeting; and 6. The Mayor and/or City Manager or their representatives and appropriate staff members shall attend the meetings. The school districts, at their discretion, may include the Superintendent or his/her representative and appropriate staff members. ARTICLE VI ANNUAL JOINT MEETING WITH SCHOOL BOARDS The City shall encourage annual joint meetings with the respective local school boards. It will be the prerogative of the Council President and the local area school board trustees to arrange for one annual meeting. At these meetings, the findings and recommendations of the Subcommittees could be presented. ARTICLE VII ANNUAL REVIEW Once a year, or as needed, provisions of this Act shall be reviewed and evaluated to determine the effectiveness of this Act and any suggested amendments to improve policies and practices set forth in this Act. ARTICLE VIII EFFECTIVE DATE This resolution shall take effect upon its final adoption by the City Council 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, TO UPDATE THE POLICY ENTITLED “SCHOOL LIASON ACT” WHEREAS, on October 29, 2015, the Council adopted the School Liaison Act (Act) via Resolution No. 2015-196 to provide policies and practices to improve and further communication between the City and local school governing boards; and WHEREAS, the Act created a Council Subcommittee to meet with subcommittees from local school districts regarding overlapping issues; and WHEREAS, Council would now like to add the Fresno County Office of Education to Sections III and VI of the Act, to the list of stakeholders who liaise with the City. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno as follows: 1. The Council hereby adopts the attached Exhibit “A” updating the School Liaison Act and superseding the version of the Act adopted via Resolution No. 2016 -196. 2. This resolution shall be effective upon final approval. *************************** 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 Vote: , 2023 TODD STERMER, CMC City Clerk By: Deputy Date APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Raj Singh Badhesha Date Chief Assistant City Attorney Attachment: Exhibit A City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-59 Agenda Date:1/19/2023 Agenda #:1.-T. REPORT TO THE CITY COUNCIL FROM:TYLER MAXWELL, Council President District 4, City Council SUBJECT Council Boards and Commissions Communications, Reports, Assignments and/or Appointments, Reappointments, Removals to/from City and non-City Boards and Commissions RECOMMENDATION City of Fresno Printed on 1/13/2023Page 1 of 1 powered by Legistar™ 01-19-2023 GB / LC 6-0 with MK absent. Approved on Consent City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-120 Agenda Date:1/19/2023 Agenda #: 1.-U. REPORT TO THE CITY COUNCIL FROM:TYLER MAXWELL, Council President District 4, City Council SUBJECT RESOLUTION - Amending Rule 2 of the Council Rules of Procedure Relating to the Election of Council President and Vice President RECOMMENDATION City of Fresno Printed on 1/13/2023Page 1 of 1 powered by Legistar™ 01-19-2023 Removed to 02-09-2023. New File ID 23-157 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, TO AMEND RULE 2 OF THE COUNCIL RULES OF PROCEDURE RELATED TO THE ELECTION OF COUNCIL PRESIDENT AND VICE PRESIDENT WHEREAS, on May 9, 2013, Council adopted the Rules of Procedure of the City Council in Resolution No. 2013-65, to establish rules for the conduct of its proceedings; and WHEREAS, Council has amended the Rules of Procedure from time to time to account for changes in practice or to clarify and conform to existing practice; and WHEREAS, Council now wishes to amend Rule No. 2 to clarify that the selection of Council President and Vice President shall be on a strictly rotational basis; and WHEREAS, the proposed changes are in the interest of the Council’s conduct of business of the City. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno as follows: 1. Rule No. 2, Election of Council President and Vice President, shall be amended as follows: a. The officers of the Council shall consist of the President of the Council (Council President) and Vice President. A Councilmember must have served on the Council for at least one year immediately preceding the selection to be eligible to serve as Council President. No Councilmember shall be eligible for two consecutive terms as Council President. Each year at the first meeting in January, the Council shall select a Council President and Vice President [strictly] on a rotational basis. 2 of 3 b. The Councilmember who served as Vice President the previous year shall serve as Council President. The Councilmember whose District Number immediately follows that of the Council President, by increasing numerical order, shall serve as Vice President. The Vice President is identified as Acting President in the Charter. However, the Council, by majority vote, may vary from the rotation. c. Whenever the office of Council President or Vice President rotates to a Councilmember who is not eligible to hold office or who desires not to serve, the office shall rotate to the next eligible Councilmember by Council District, in increasing numerical order. Any vacancy in office shall also be filled in the same fashion, by rotating the office to the next eligible Councilmember by Council District, in increasing numerical order. 2. The Council Rules shall be adopted as revised and attached as Exhibit A. The procedures are in addition to, and not in place of, applicable ordinances and statutes. In the event of conflict between any part of this resolution and applicable ordinances and statutes, the latter shall govern. 3. This resolution shall become effective and in full force upon final passage. * * * * * * * * * * * * * * 3 of 3 STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, TODD B. 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 B. STERMER, CMC City Clerk By: Deputy APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Raj Singh Badhesha Date Chief Assistant City Attorney Attachment: Exhibit A RULES OF PROCEDURE FOR THE CITY COUNCIL OF THE CITY OF FRESNO Adopted as Amended ___________, 2023 Amended December 10, 2020 TABLE OF CONTENTS Page Nos. RULE NO. 1 Effect of Rules ...................................................................................................... 1 RULE NO. 2 Election of Council President and Vice President ................................................. 1 RULE NO. 3 Duties of Council President and Vice President ................................................... 2 RULE NO. 4 Council President to Serve as Presiding Officer ................................................... 2 RULE NO. 5 Meetings ............................................................................................................... 3 RULE NO. 6 Council Agenda .................................................................................................... 4 RULE NO. 7 Order of Business ................................................................................................. 6 RULE NO. 8 Voting Process ..................................................................................................... 7 RULE NO. 9 Quorum, Majority Votes, and Supermajority Votes ............................................... 7 RULE NO. 10 Public Comment ................................................................................................... 8 RULE NO. 11 Written Correspondence ..................................................................................... 11 RULE NO. 12 Order and Decorum ............................................................................................ 11 RULE NO. 13 Disclosure of Conflict of Interest ......................................................................... 12 RULE NO. 14 Motions ............................................................................................................... 13 RULE NO. 15 Reconsideration .................................................................................................. 14 Amended December 10, 2020 RULE NO. 16 Public Hearings .................................................................................................. 15 RULE NO. 17 Quasi-Judicial Hearings and Individual Contacts................................................ 15 RULE NO. 18 Continuances...................................................................................................... 16 RULE NO. 19 Priority of Business ............................................................................................. 16 RULE NO. 20 Councilmember Reports and Comments ............................................................ 16 RULE NO. 21 Closed Sessions ................................................................................................. 17 RULE NO. 22 Questions of Order and Appeals to Rulings of Chair .......................................... 18 RULE NO. 23 Boards, Commissions, and Committees of the Council ...................................... 18 RULE NO. 24 Mayoral Committee Appointments ...................................................................... 19 RULE NO. 25 Council Appointments of Councilmembers to Committees ................................. 19 RULE NO. 26 News Media ........................................................................................................ 20 RULE NO. 27 Access to the Dais .............................................................................................. 20 Amended ___________, 2023 Page 1 RULES OF PROCEDURE FOR THE CITY COUNCIL OF THE CITY OF FRESNO RULE NO. 1 EFFECT OF RULES a. These Rules of Procedure shall govern the conduct of all Fresno City Council meetings and all City public meetings except those boards or bodies that have adopted their own bylaws or rules of procedure. Unless superseded or prohibited by state or city law, these Rules may be suspended by the affirmative vote of two- thirds of the entire membership of the Council. The suspension shall be in effect for the duration of one meeting only. b. To the extent a matter is not covered by these Rules, the Presiding Officer, in consultation with the City Attorney, may make a ruling. Any such ruling may not violate mandatory Charter, the Fresno Municipal Code (“FMC”), or statutory provisions that may govern a particular matter. c. If any rule contained herein is in conflict with the provisions of the Charter or FMC, such rule shall be deemed invalid or modified to conform to the Charter or FMC. Such invalidity shall not affect other rules contained herein which can be given effect without the invalid rule, and to this end these rules are severable.1 d. Any deviation from these Rules of Procedure shall not, alone, invalidate the approval of any matter. RULE NO. 2 ELECTION OF COUNCIL PRESIDENT AND VICE PRESIDENT a. The officers of the Council shall consist of the President of the Council (Council President) and Vice President. A Councilmember must have served on the Council for at least one year immediately preceding the selection to be eligible to serve as Council President. No Councilmember shall be eligible for two consecutive terms as Council President. Each year at the first meeting in January, the Council shall select a Council President and Vice President on a [strictly] rotational basis. b. The Councilmember who served as Vice President the previous year shall serve as Council President. The Councilmember whose District Number immediately follows that of the Council President, by increasing numerical order, shall serve as Vice President. The Vice President is identified as Acting President in the Charter. However, the Council, by majority vote, may vary from the rotation. c. Whenever the office of Council President or Vice President rotates to a Councilmember who is not eligible to hold office or who desires not to serve, the office shall rotate to the next eligible Councilmember by Council District, in increasing numerical order. Any vacancy in office shall also be filled in the same fashion, by rotating the office to the next eligible Councilmember by Council District, in increasing numerical order. 1 Fresno Municipal Code § 2-318 Amended ___________, 2023 Page 2 RULE NO. 3 DUTIES OF COUNCIL PRESIDENT AND VICE PRESIDENT a. In addition to serving as Presiding Officer at Council meetings, it shall be the duty of the Council President: 1. To sign all instruments requiring execution or agreement by the Council. 2. To serve as the chief spokesperson and representative for the Council for matters before the public, the state and federal governments, and the City Administration. 3. To develop an Annual Calendar of events to include, but not restricted to council meetings, recesses, special meetings, holidays, etc. 4. To delegate by administrative directive any of the duties assigned to the Council President. 5. To assist in preparing the Council meeting agenda. 6. To administer assignment of Council offices. Each December of an even numbered year prior to Councilmembers vacating offices and newly elected Councilmembers taking office, or at such other time as a Council office may become vacant, the assignment of Councilmember offices shall take place as follows: (1) each Councilmember may remain in the then current office, if desired; (2) offices to become vacant shall be assigned on a seniority selection basis, with seniority determined by the greatest length of current continuous service as a Councilmember; in the event of a tie, two or more Councilmembers having been sworn in and taking office on the same day, a coin flip shall decide seniority for this purpose. 7. To assign seats on the dais. Councilmembers shall be assigned seats on the dais in order of Council District, with District 1 next to the City Clerk and District 7 next to the City Manager, but the Council President seated in the center position, except as may be otherwise assigned by the Council President. b. It shall be the duty of the Vice President: 1. To serve with the Council President as spokesperson and representative for the Council. 2. To assist the Council President in anticipating issues and problems deserving or in need of special meetings. 3. In the absence of the Council President, the Vice President shall exercise the duties and powers of the Council President. RULE NO. 4 COUNCIL PRESIDENT TO SERVE AS PRESIDING OFFICER a. The Council President shall be the Presiding Officer of the Council. In the absence of the Council President, the Vice President shall preside over the Council. In the absence of the Vice President, the Councilmember next in Council District Amended ___________, 2023 Page 3 numerical rotation who is present shall preside until the return of one of the regular officers. For City public meetings other than Council meetings, the Presiding Officer shall be the individual designated by the City. b. It shall be the duty of the Presiding Officer: 1. To open all meetings of the Council at the appointed hour by taking the chair and calling the Council to order. 2. To call for the approval of the minutes. 3. To maintain order and proper decorum. 4. To announce the business before the Council in the order prescribed by these rules. 5. To receive and submit all matters properly brought before the Council, to call for votes upon the same, and to announce the results. 6. To make known all Rules of Procedure when so requested, and to decide all questions of order and procedure; all rulings of the Presiding Officer are subject to an appeal of the Council, and may be overruled by majority vote. 7. To preside at all closed sessions of the Council. 8. To perform such other duties as may be required by law or as may pertain to such office. 9. To provide for health and safety measures at public meetings during times of declared viral emergency; such rules may consist of, but shall not be limited to: (a) All City public meetings, including but not limited to Planning Commission and Council meetings, shall be conducted electronically (web and telephone). The City Information Services Department shall coordinate with the City Clerk and fully implement all feasible measures to allow for remote participation for City officials and the public. (b) The Council chambers shall be closed. All City officials and employees may participate electronically. (c) The Presiding Officer may provide any further direction before or during the meeting to minimize health and safety risks and accommodate participation. (d) Public comment shall be limited to three minutes per person, subject to reduction as set forth in Rule 10, and City officials are encouraged to be brief and speak no more than once per topic, except Charter officials. To facilitate electronic access, no person shall speak until recognized by the Presiding Officer. RULE NO. 5 MEETINGS a. Regular meetings of the Council will be held each Thursday at 9:00 a.m. in the Council Chambers of City Hall. The time, date, or place of a regular meeting may Amended ___________, 2023 Page 4 be altered as published in the Council Agenda. b. Each year in December, Council shall adopt its annual calendar of regular meetings for the following 12 months. The calendar may be amended by Council minute resolution. c. Special meetings of the Council may be called at any time by the Council President or, in his/her absence, by the Vice President. A special meeting may also be called by four members of the Council. A minimum of twenty-four hours notice of any special meeting shall be given in accordance with the Ralph M. Brown Act ("Brown Act").2 d. All meetings of Council shall be held in open session unless expressly authorized as closed sessions under the Brown Act.3 e. Emergency meetings may be held upon a finding by a majority vote of the Council that an emergency situation exists due to work stoppage, a crippling disaster, or other activity that severely impairs public health or safety. Council may convene emergency meetings without complying with the twenty-four hour notice and posting requirement for special meetings provided the City complies with all provisions of the Brown Act4 and other applicable law. f. Regular Council meetings may be added or canceled by the Council President by providing a memo to the City Clerk at least seven days in advance of the meeting signed by the Council President and two additional Councilmembers, and in compliance with the Brown Act. A regular meeting may also be canceled by the Council President if the Council President has been provided information indicating there will not be quorum in attendance at a scheduled Council meeting. RULE NO. 6 COUNCIL AGENDA a. The Councilmembers, Mayor, City Manager, City Clerk, and City Attorney may place items on a Council Agenda, as provided herein; the sponsor(s) of each item shall be identified on the Council Agenda. b. All proposed resolutions, ordinances, and contracts shall be approved as to form by the City Attorney's Office prior to placement on the Council Agenda. All contracts shall be signed by the non-City party unless the contract is: (1) with another public agency; (2) a complete standardized contract included in an RFP that is not subject to negotiation; or (3) is a construction contract based upon bid specifications in which final details are completed after Council approval. c. Each Councilmember shall place no more than two items on the Agenda. Consent items and proclamations are excepted from this rule. There shall be no more than four proclamations per meeting, and they shall be placed on the Agenda on a first- come-first-served basis. 2 Government Code §§ 54956. Fresno Municipal Code § 2-302 3 Government Code §§ 54954.5. Fresno Municipal Code § 2-308 4 Government Code § 54956.5 Amended ___________, 2023 Page 5 d. The general rule is to limit timed items to public hearings as defined in Rule 16. Any requests for a timed item shall be submitted to the City Clerk by 2:00 p.m. of the fifth business day prior to the Council meeting. This will allow for approval by the Council President per Rule 6g. Timed items may also be set at a Council meeting.5 e. All matters to be included on the Agenda and all supporting documents, including Powerpoint presentations, shall be submitted to the Council President and City Clerk by 5:00 p.m. on the Thursday prior to the Council meeting. f. The City Clerk shall immediately arrange a list of such matters according to the order of business as determined by these rules. In the interests of efficiency, the City Clerk shall, unless directed otherwise by the Council President, group items within the General Administration or Timed items together by sponsor or affected official or department. g. The Council President, City Clerk, City Manager, and City Attorney shall meet prior to the printing of the final agenda to ensure the agenda is not overly congested and agenda items are appropriately worded to meet Brown Act requirements. All final decisions on matters regarding the agenda shall reside with the Council President. The City Clerk shall notify affected Councilmembers or departments of any changes prior to the issuance of final agenda. h. The City Clerk shall furnish each member of the Council, the Mayor, the City Manager, the City Attorney, and department directors with a copy of the agenda prior to the Council meeting as far in advance of the meeting as time permits. i. No item shall be placed on the Council Agenda except in accordance with the Brown Act,6 the Fresno Municipal Code, and these Rules. j. The City Clerk shall post and prepare the Agenda in accordance with the Brown Act.7 k. The City Clerk may arrange for members of the public to comment upon Council Agenda items electronically (“E-Comments”). If implemented, the electronic comments shall be subject to the following provisions: 1. Commenters shall provide their true name and they may provide their address. 2. E-Comments shall be posted publicly for all to view; 3. E-Comments shall be restricted to one comment per person per Agenda item, and contain no more than 700 characters each, in plain text, with no images or attachments; 4. Any E-Comments containing profanity, physical threats, personal information about any other individual, or that are irrelevant to the topic or pertaining to any matter outside the Council’s jurisdiction shall be deleted by the 5 Fresno Municipal Code § 2-303(a) 6 Government Code §54950 et seq. 7 Government Code §§ 54950 et seq., as amended. Fresno Municipal Code § 2-303(b) Amended ___________, 2023 Page 6 City Clerk, and the City Clerk, in consultation with the Council President, shall prohibit further E-Comments by individuals with repeated violations. The City assumes no liability for removed E-Comments or restricting access to violating individuals. 5. E-Comment users shall be required to agree to a terms of use policy prior to commenting. A disclosure shall be approved by each person upon agreeing to use E-Comments acknowledging the E-Comments may or may not be viewed by Council or other City officials; 6. E-Comments shall not be permitted for the following: (a) Agenda items that would not ordinarily be subject to public comment at a Council meeting, for example, proclamations, approving minutes and agenda, procedural issues, or workshops. (b) Land use or CEQA items. (c) unscheduled communication. 7. E-Comments shall be closed as to a particular Council meeting 24 hours in advance of the scheduled start of the meeting; 8. The City Clerk shall collate and provide E-Comments to the Council by 12:00 p.m. the day before the Council meeting. 9. The Council President is authorized to implement further regulations of E- Comments consistent with these Rules. RULE NO. 7 ORDER OF BUSINESS a. The general order of business will be as follows, unless the Council President determines the order for a particular meeting or item needs to be modified: 1. Roll Call 2. Invocation 3. Flag Salute 4. Announcement of removal of items by the originating party or requests to continue items 5. Approval of Agenda 6. Approval of Minutes 7. Awards, proclamations, and honorary resolutions 8. Councilmember Reports and Comments 9. Consent Calendar 10. Contested Consent Items 11. Timed Hearings and Matters 12. General Administration Items 13. Councilmember Items 14. Closed Session - typically heard at 1:30 p.m. 15. Closed Session Announcements 16. Joint Meetings with other agencies 17. Public Comment Period (not timed) a. Scheduled b. Unscheduled 18. Adjournment Amended ___________, 2023 Page 7 b. The Public Comment Period includes Scheduled and Unscheduled Communications. A speaker may request a timed item under Scheduled Communications which will be set under Rule 10. c. Council will generally recess from 12 noon to 1:30 p.m. for lunch. d. A workshop may be placed on the Agenda from time to time, for informational purposes only. During a workshop, public comment is generally not permitted, subject to the discretion of the Presiding Officer to open the matter to public comment. Council may also invite one or more speakers to address the item, with or without time limits. e. Timed items will generally be heard at or later than the time stated on the Agenda. Untimed items may be called by the Presiding Officer at any time during the meeting. RULE NO. 8 VOTING PROCESS a. Every vote taken by the Council in open session shall be by open ballot. To register a vote on an item, a Councilmember must be physically present while the vote is being taken or participating in the meeting by teleconference as permitted by the Brown Act. b. There shall be four methods of counting the votes of the Council: by electronic vote; by a call of the roll of the members and a record made by the City Clerk of the vote of each member; by a voice vote; or by unanimous consent. To inquire of the Council’s consent, the Council President shall ask the Council if there is any objection or opposition to the proposed action; if no objection or stated opposition, the proposed action stands. c. The Presiding Officer shall determine the method for voting unless requested otherwise by a member of Council. d. Unless a present Councilmember states he or she is not voting, silence shall be recorded as an affirmative vote.8 e. The City Clerk shall record each vote and each abstention in the Minute Book and announce the result to the Council. f. Whenever the yes and no votes are called, a Councilmember shall not be permitted to explain a vote or an abstention without the unanimous consent of the Council. After the announcement of the result, a Councilmember shall not be permitted to vote or to change a vote or an abstention, except as provided in paragraph (g) below or in the case of a motion to reconsider as set forth in Rule 15. g. Unless any Councilmember calls for separate votes in advance, any item on the Agenda with related sub-parts shall be treated as one agenda item and voted on in one motion. If the item and sub-parts receive sufficient votes for approval of some, but not all sub-parts, at the immediate request of any Councilmember, the 8 Fresno Municipal Code § 2-313 Amended ___________, 2023 Page 8 first vote shall be nullified and Council shall then immediately, without discussion, vote on each item separately. h. For purpose of Charter Section 605, each proposed resolution or ordinance voted on by the Council that is not approved by the Council and each ordinance or resolution adopted by Council shall be transmitted to the Mayor within forty-eight hours; if the forty-eight hours ends on a weekend or holiday, the time shall roll over to the next business day. RULE NO. 9 QUORUM, MAJORITY VOTES, AND SUPERMAJORITY VOTES a. A majority of the entire membership of the Council shall constitute a quorum. A quorum must be present to begin a Council meeting, for any vote to be taken, or during any portion of a noticed public hearing. b. A vote of the majority of the quorum shall be sufficient to take action except where the Charter, FMC, or other applicable law requires a greater vote. c. An Ordinance must receive at least four affirmative votes for adoption. d. Matters requiring a supermajority vote (at least five affirmative votes) shall be identified as such on the Agenda, and shall include, but are not limited to: 1. Adoption of an emergency ordinance necessary for preserving the public peace, health or safety, that contains a statement of reasons for the urgency, may be introduced, adopted, and take effect on the same date.9 2. Adoption of a resolution of necessity for a proposed taking of property by power of eminent domain.10 3. Award of contract without competitive bidding if deemed by the Council to be of urgent necessity for the preservation of life, health or property and if such award is made by resolution declaring such facts. 4. Adoption of an appropriation amendment to the City Budget.11 5. Council override vote of a Mayoral veto.12 RULE NO. 10 PUBLIC COMMENT a. Citizens have the right to present grievances or offer suggestions for the betterment of municipal affairs at any regular meeting of the Council.13 b. At any special meeting of the Council, the public has a right to speak on any item listed on the Council Special Meeting Agenda within the time limits described 9 Charter § 603 10 Civil Code § 1245.240 11 Charter § 1206 12 Charter § 609 13 Charter § 506 Amended ___________, 2023 Page 9 below. The public shall not have the right to address the Council on matters not listed on the Council Special Meeting Agenda. c. The public has a right at every regular meeting to provide oral testimony in accordance with the Brown Act and Charter Section 506, subject only to the following: 1. Action Items. (a) Each speaker shall limit his or her remarks on any action item listed on a Council Agenda to three minutes (hereinafter “public comment period”).14 A speaker’s time may not be transferred, reserved, or combined with another speaker’s time. (b) The public comment period may be extended by the Presiding Officer. (c) In situations in which more than 20 people wish to speak on an item, the Presiding Officer may place reasonable limits on the public comment period, including reducing the time allotted to each speaker to two minutes and/or a specific time limit for the total presentation. Such time limits shall allow for full discussion of the item by interested parties or their representative(s). The purpose of this limitation is to ensure the Council can address its agenda and avoid repetitious presentations. 2. Consent Calendar. (a) Items on the Consent Calendar are considered routine, not controversial, and are treated as one agenda item. Public comment on the Consent Calendar shall be limited to three minutes per speaker, and comments shall be limited to discussion of those items on the Consent Calendar. (b) A Councilmember may remove (“pull”) a specific item from the Consent Calendar for separate discussion. Councilmembers may also record a “no” vote or abstention as to one more items on the Consent Calendar in advance of the vote. Council may then approve the Consent Calendar by one motion. (c) Items removed for separate discussion by Councilmembers will be heard under “Contested Consent.” The Council may hear public comment on Contested Consent items at the time that item is heard. (d) Generally, ordinance amendments approved by the Council at introduction at one meeting shall be placed on the Consent Calendar for final adoption at a subsequent meeting (noting, however, the Council may, but is not required to, vote on an ordinance at introduction). 3. Scheduled and Unscheduled Communications. 14 Fresno Municipal Code § 2-312. Amended ___________, 2023 Page 10 (a) A member of the public may address the Council on any item of interest within the subject matter jurisdiction of the Council, under Scheduled or Unscheduled Communications. Public comment shall be limited to three minutes. The Presiding Officer or Council may limit the total testimony under this section of the agenda to one hour. Councilmembers may ask follow up questions of any speaker and make brief comments at that time. (b) Scheduled Communications are provided as a courtesy and matter of convenience to the public. Requests for Scheduled Communications are to be submitted to the City Clerk at least 10 days in advance on the form provided by the City Clerk’s office. To maintain orderly conduct of Council meetings, a speaker may address the Council under either Scheduled or Unscheduled Communications, but not both. The Council President, in consultation with the City Attorney, may deny a request for a Scheduled Communication, if the communication has become repetitive. (c) Council may not take action on Scheduled and Unscheduled Communications except to place the matter on a future agenda. d. Speakers shall confine their remarks to those which are relevant to the subject under consideration and are encouraged to present new evidence and points of view not previously considered, to avoid repetition of statements made by previous speakers. This is a time for speakers to make their remarks, not ask questions or engage with officials on the dais; nonetheless, if speakers do have questions, Council may direct that a staff member meet with the speaker following the speaker’s remarks. Any speaker or member of the audience the Presiding Officer declares out of order may be given one warning, and then if the conduct continues, that person shall be removed from the Council chambers. Out of order may consist of, for example, continuing to speak after the time for speaking has expired, speaking on a topic not before the Council at that time, speaking out from the audience, or causing any other disruption of the meeting. e. Each person addressing the Council shall step up to the microphone, give his or her name and address for the Council in an audible tone of voice for the record.15 f. In addition to oral testimony, any person may petition the Council. Petitions and other matters shall be in writing, signed by the petitioners or persons presenting them. All petitions shall be made part of the official records kept by the City Clerk. g. Alternative methods of addressing the Council shall be allowed for persons who do not speak English or with disabilities. Requests for accommodation should be made with the City Clerk at least three business days in advance of the meeting.16 To maintain clarity and accuracy of the public record, when a City-provided interpreter is present, public comments or discussion on the record shall be 15 Fresno Municipal Code § 2-312 16 Fresno Municipal Code § 2-312 Amended ___________, 2023 Page 11 translated by the City appointed interpreter. The translation may be summary of the speaker’s comments, unless a Councilmember or the speaker desires otherwise or the matter is a noticed public hearing. h. A speaker addressing the Council through an interpreter shall be granted twice the allotted time for comment (generally, six minutes) to ensure non-English speakers the same opportunity to directly address the Council, unless simultaneous translation equipment is used. i. If City officials or staff believes an interpreter is likely to be necessary for an item that is contentious, high profile, or specifically affecting a large number of non- English speakers, staff should timely arrange with the City Clerk to have an interpreter available when the item is heard by the Council. Interpreters shall be selected from the Judicial Council’s Master List of Certified and Registered Court Interpreters. RULE NO. 11 WRITTEN CORRESPONDENCE a. Any written communication relating to a matter pending, or to be brought before the Council shall, whenever possible, be included in the agenda packet for the meeting at which such item is to be considered. If received after the delivery of the agenda packet, it shall be distributed to Council as soon as practicable after receipt. The City Clerk shall also have copies available for requests by members of the public. b. Letters of appeal from administrative or commission decisions shall be processed under applicable provisions of the FMC or other applicable laws. c. Unless otherwise required by law to be accepted by the City at or prior to a Council meeting or hearing, no documents shall be accepted for Council review unless they are submitted to the City Clerk at least 24 hours prior to the Council Agenda item being heard. Nonetheless, the Presiding Officer shall retain discretion to accept additional documents at or prior to the time the Council Agenda item is to be heard. The City Clerk shall note the 24 hour submittal requirement on the Council Agenda. RULE NO. 12 ORDER AND DECORUM a. While the Council is in session, the Councilmembers must preserve order and decorum. A Councilmember shall neither by conversation or otherwise, delay or interrupt the proceedings or the peace of the Council nor disturb any Councilmember while speaking or refuse to obey the orders of the Council or its Presiding Officer, except as otherwise herein provided. No person shall be permitted to interrupt a speaker who has the floor, except for a Councilmember to raise a question of order.17 b. A Councilmember or other person properly before the Council shall address the 17 Fresno Municipal Code § 2-314(a). Amended ___________, 2023 Page 12 Presiding Officer, be recognized before proceeding, and confine remarks to the question under discussion.18 c. If a Councilmember or other person, in speaking or otherwise, transgresses these rules, the Presiding Officer or any Councilmember may raise a question of order. The Presiding Officer shall then decide the question of order without debate. In addition, the Presiding Officer may call for the sense of the Council on any question of order. d. Whenever any person is called to order while speaking, such person shall be in possession of the floor after the question of order is decided, and may proceed with the matter under the discussion within the ruling made on the question of order. e. No person, except authorized City officials and their representatives, may be permitted beyond the podium in the Council Chambers without the express consent of the Council.19 f. Any person who willfully engages in conduct which is designed to or is likely to provoke others to violent or riotous behavior, disturbs the peace of the meeting by loud and unreasonable noise, engages in other disruptive conduct which substantially interferes with the orderly conduct of business before the Council, and who fails, upon request of the Presiding Officer to cease such activity, shall be forthwith barred from further attendance at such meeting unless permission to and/or address the Council is granted by a majority vote of the Council. A person violating this subsection shall be guilty of a misdemeanor.20 Graphic or potentially offensive images, video, or discussion shall be preceded by a disclaimer, allowing for sensitive or objecting individuals to exit for that portion of the presentation; see also Rule 22. g. The Chief of Police, or such member(s) of the Police Department as he or she may designate, shall be sergeant-at-arms of the Council meetings, and shall be in attendance when requested by the Presiding Officer. The sergeant-at-arms shall carry out all orders and instructions given by the Presiding Officer for the purpose of maintaining order and decorum at the Council meeting. Upon instructions of the Presiding Officer, the sergeant-at-arms may place any person who engages in conduct in violation of these Rules, under arrest, and cause him or her to be prosecuted under the provisions of this Rule and the Fresno Municipal Code, the complaint to be signed by the Presiding Officer.21 RULE NO. 13 DISCLOSURE OF CONFLICT OF INTEREST a. The Political Reform Act prohibits any public official from making, participating in making, or in any way attempting to use his or her official position to influence a 18 Fresno Municipal Code § 2-312 19 Fresno Municipal Code § 2-315 20 Fresno Municipal Code § 2-314(b) 21 Fresno Municipal Code § 2-314(c) Amended ___________, 2023 Page 13 governmental decision in which the public official knows or has reason to know he or she has a financial interest.22 b. A public official who holds an office specified in Government Code Section 87200, and who has a disqualifying financial interest in a decision, shall identify the conflict of interest or potential conflict of interest, and immediately prior to the consideration of the matter, do all of the following: 1. Publicly identify the financial interest that gives rise to the conflict of interest or potential conflict of interest in detail sufficient to be understood by the public. 2. Recuse himself or herself from discussing and voting on the matter, or otherwise acting in violation of Government Code Section 87100. 3. Leave the room until after the discussion, vote, and any other disposition of the matter is concluded, unless the matter has been placed on the portion of the agenda reserved for uncontested matters.23 c. Public officials who must comply with this Rule include, but are not limited to, members of the Council, the Mayor, City Manager, City Attorney, City Controller, City Clerk, and public officials who manage public investments.24 RULE NO. 14 MOTIONS a. Only Councilmembers, or duly appointed members of boards sitting with the Council, may make Motions. Motions and amendments may be verbal, but shall be reduced to writing, if requested by the Presiding Officer. The City Clerk shall record all motions and read them back when requested. Upon request, the City Attorney shall assist in the formation of motions. b. There are three motions that are most common and are usually subject to debate: 1. The main motion. This motion puts forward a substantive decision for Council consideration. Only one main motion may be on the floor at one time. 2. The motion to amend. This motion seeks to modify the main motion before the Council. A motion to substitute a motion with another motion shall be treated as a motion to amend. Only one motion to amend may be on the floor at one time, unless the Presiding Officer allows Councilmembers to state two or more motions to amend, which may be accumulated and then voted upon in series in the order made. All motions to amend shall be resolved prior to voting on the main motion. 3. The procedural motion. This motion is to address a rule of procedure, postpone, or take some other action. Procedural motions take priority over main motions and motions to amend. Only one procedural motion may be 22 Government Code § 87100 23 Government Code § 87105 24 Government Code § 87200 Amended ___________, 2023 Page 14 on the floor at one time. A “point of order” may be raised at any time, interrupting a speaker when recognized by the Presiding Officer, to make a procedural motion. c. Any motion that does not receive a second shall die, and then another motion may be made. d. The following common procedural motions shall be handled as follows: 1. Motion to adjourn. This motion, if passed, requires the Council to immediately adjourn to its next regularly scheduled meeting. It is not subject to debate and requires a majority vote. It is the highest priority motion. 2. Motion to recess. This motion, if passed, requires the Council to immediately recess. The Presiding Officer determines the length of the recess. It is not subject to debate and requires a majority vote. 3. Motion to fix the time to adjourn. This motion, if passed, requires the Council to adjourn the meeting at a specific time set in the motion. It is not subject to debate and requires a majority vote. 4. Motion to table. This motion, if passed, requires the discussion of the agenda item to be halted and the agenda item placed on hold. The motion can contain a specific time in which the item can come back to Council. If the motion does not contain a specific time for the return of the item, a motion to take the item off the table will have to be taken at a future meeting to bring it back to the Council. A motion to table or to bring it back to the Council requires a simple majority vote. 5. Motion to continue. This motion, if passed, requires the item to be withdrawn from the Agenda at that time and postponed either indefinitely or to a certain time and/or date, or to a time later in that meeting, as stated in the motion. A motion to continue is debatable and requires a simple majority vote. 6. “Friendly Amendment.” This is a “request,” rather than a formal motion. The speaker asks whether the maker of the main motion would agree to amend the motion, as suggested. If agreed, and if the member providing the second also agrees, or another second is offered, then the main motion is replaced with the amended motion. If an offer for a “friendly amendment” is rejected, then a formal motion to amend may be made. RULE NO. 15 RECONSIDERATION25 a. A motion to reconsider any action taken by the Council may be made only on the day such action was taken. It may be made either immediately during the same session, or at a recessed or adjourned session thereof. Such motion must be made by one of the prevailing side, but may be seconded by any member, and may be made at any time and have precedence over all other motions or while a member has the floor; it shall be debatable. Nothing herein shall be construed to 25 Fresno Municipal Code § 2-310(e) Amended ___________, 2023 Page 15 prevent any member of the Council from making or remaking the same or any other motion at a subsequent meeting of the Council so long as the ability to make such motion meets the requirements of applicable laws. b. Notwithstanding this rule, when the Mayor makes a written request for Council reconsideration in accordance with Article 3 of Chapter 2 of the Fresno Municipal Code and Charter Section 605(d), the Council shall reconsider such request. RULE NO. 16 PUBLIC HEARINGS a. Public hearings are matters that require a notice by publication or mail and are to be heard on a set date and time. b. Order of Proceedings. Generally, public hearings shall be conducted in the following order: Hearing Opened Staff Report Presentation by Proponent, Applicant or Appellant Questions of Proponent, Applicant or Appellant by Council and/or Staff Public Testimony Hearing Closed Discussion by Council Action by Council c. Notwithstanding the public comment period in Rule 10, a project or entitlement applicant/appellant shall have such time necessary for a fair and reasonable oral testimony or presentation in connection with the particular Noticed Public Hearing item. In general, this time limit shall be set at 10 minutes. d. No main motions may be made until a hearing is closed for public comment. e. Testimony after Closure of Hearing. Once the hearing has been closed, no additional public testimony will be taken without a majority vote of the Council to reopen the hearing, even in cases where the item is continued to a future date for Council consideration. However, after the hearing has been closed, the Council may direct questions to the applicant, or any other person who has testified during the hearing, and receive their answers, which shall be deemed to be part of the record of testimony at the hearing. In the event public testimony is reopened to allow additional information or additional speakers, the Council shall permit a reasonable time for rebuttal. RULE NO. 17 QUASI-JUDICIAL HEARINGS AND INDIVIDUAL CONTACTS a. Fair hearings are required in quasi-judicial matters. Quasi-judicial hearings shall be conducted in accordance with the principles of due process, and the City Attorney shall advise the Council in this regard. b. Examples of quasi-judicial hearings include applications and revocations of variances, site plans, and conditional use permits (“CUPs”); resolutions of necessity of eminent domain actions; appeal of competitive bid awards, card room Amended ___________, 2023 Page 16 permit appeals. c. Except as set forth herein, no member of the Council shall discuss or listen to discussion of the facts of any quasi-judicial matter while such matter is pending before the Council or any agency, board or commission thereof except at such time as that matter comes before the Council at a Noticed Public Hearing. d. Councilmembers shall not discuss with any member of the public the facts of any such matter while such is pending before the Council or any agency, board or commission. e. Matters involving permits are pending before a City agency, board of commission when an application for a permit has been filed with the appropriate City department. RULE NO. 18 CONTINUANCES In addition to a motion to continue as provided in Rule 14, prior to the approval of the Agenda, any Councilmember may ask that an Agenda item be continued indefinitely or to a future date and/or time certain. The matter shall then be continued unless the Council, by majority vote, does not approve the request to continue. Once a matter has been removed from the Agenda, it may not be placed back on the Agenda or heard during that meeting, unless a Request for Reconsideration is made prior to considering any other item or adjourning the meeting. RULE NO. 19 PRIORITY OF BUSINESS a. The majority of the entire membership of the Council may, by motion, designate any matter on the agenda to be a special order of business, which shall take precedence over all other business. A special order of business action is limited to matters properly noticed and placed on the agenda under the Brown Act.26 This rule does not permit the hearing of a timed item prior to the time set on the agenda. If Council wants to change the date of a scheduled hearing to a later date, Council may do so without having to wait until the time set for hearing. b. All questions relating to the priority of business to be acted upon by the Council shall be decided without debate. RULE NO. 20 COUNCILMEMBER REPORTS AND COMMENTS a. Any Councilmember may, during the time for Councilmember reports and comments, report on activities in representing the Council or the City, before other governmental agencies and at public events, or direct brief questions to other Councilmembers, the City Manager, the City Attorney, or the City Clerk. Each Councilmember may also bring to the Council’s attention any item of new business under this portion of the agenda. Each Councilmember shall limit his or her reports 26 Government Code §§ 54950 et seq. Amended ___________, 2023 Page 17 and comments to a total of three minutes. b. Action on any matter of business not listed on the agenda shall be deferred until properly listed on the agenda for a subsequent Council meeting unless properly added to the agenda due to a need for immediate action pursuant to state law. RULE NO. 21 CLOSED SESSIONS a. Closed sessions may be held at any regular or special meeting for any purpose authorized under the Brown Act in accordance with the procedures in Rule 6. Council actions shall be governed by the Brown Act. Public comments on any item to be heard in closed session shall be received prior to, but not necessarily immediately prior to, a closed session. No discussions in closed session shall take place without a quorum present. b. Pursuant to the Brown Act,27 the City Clerk may be required to attend a closed session of the Council and keep and enter in a minute book a record of topics discussed and decisions made at each meeting. The confidentiality of such minutes shall be maintained pursuant to the Brown Act and attorney client privilege. c. Announcements of Action Taken. When required by state law, actions taken in closed session shall be announced in open session promptly after the closed session. A place may be listed on the agenda for such announcements. After closed sessions, the Presiding Officer, City Clerk, and City Attorney, shall reconvene in open session and make any such required announcements prior to final adjournment of the meeting. d. Persons Permitted in Closed Sessions. Persons permitted in closed session meetings are limited to: Councilmembers; the City Manager and/or Assistant City Manager(s); the City Attorney and any other attorneys or legal consultants at the invitation of the City Attorney; the City Clerk; and necessary City staff for the matter being considered. No other persons may be present without the prior approval of the Presiding Officer and the City Attorney. e. Closed Session Materials. Complete written materials shall be timely provided for all closed session matters, and if not, the matter shall be removed from the Agenda. “Complete” means the materials contain all the information necessary for Council to make a fully informed decision, including details and context of the matter. Any decision on completeness will be resolved by the Council President in consultation with the City Attorney. Confidential documents, including litigation summaries, legal memoranda, and drafts of labor and real estate agreements or term sheets, and all supporting and presentation materials (e.g., PowerPoint presentations) shall be made available to Councilmembers, the City Manager, and the City Attorney by noon on the third day (typically Monday) prior to the Council meeting. The documents shall be treated as strictly confidential. All confidential documents to be discussed in the closed session shall be clearly marked “Confidential.” All confidential documents provided for the closed session shall 27 Government Code § 54957.2 Amended ___________, 2023 Page 18 remain in the closed session meeting room at the conclusion of the closed session for collection by the City Attorney’s Office, unless released by the City Attorney. f. Withdrawing Closed Session Items. After publication of the Agenda, if Staff or the City Attorney plans to withdraw any item from closed session discussion, that fact shall be communicated to Councilmembers at the earliest opportunity and then disclosed to the public prior to approval of the Agenda during the Council meeting. RULE NO. 22 QUESTIONS OF ORDER AND APPEALS TO RULINGS OF CHAIR a. A question of order may be raised at any stage of the proceedings, except during a calling of the roll when the ayes and noes are called for. Such question shall be decided by the Presiding Officer, without debate, subject to an appeal to the Council. b. A ruling of the Presiding Officer shall not be subject to debate. However, the ruling may be appealed by any two Councilmembers, one Councilmember making the appeal and another seconding it. The question is then taken from the Presiding Officer and vested in the Council for final decision by majority vote of the entire membership of the Council. A tie sustains the Presiding Officer. RULE NO. 23 BOARDS, COMMISSIONS, AND COMMITTEES OF THE COUNCIL a. Council may create a board, commission, committee of the Council, or other body of the City by ordinance, resolution, or other formal action of the Council. Legislative bodies created by Council are subject to the Brown Act, except for ad hoc committees.28 b. Boards, commissions, committees and similar bodies not created by Charter, by ordinance or by resolution of the Council shall automatically terminate two years from their creation, unless otherwise specified by the Council.29 c. Advisory committees composed solely of less than a quorum of the Council are either standing committees or ad hoc committees. Standing committees are subject to the Brown Act, whereas ad hoc committees are not. 1. A standing committee is a committee having continuing jurisdiction over a particular subject matter, or having a meeting schedule fixed by Charter, ordinance, resolution, or formal action of the Council. A committee with continuing subject matter jurisdiction has authority to consider a specific subject matter on an ongoing basis. Examples include committees that have authority to hear and consider issues relating to budgets, audits, contracts, and personnel matters that do not require renewal of its authority to hear and consider such matters.30 28 Government Code § 54952 29 Fresno Municipal Code § 2-902 30 79 Ops. Cal. Atty. Gen. 69, 72-73 (1996) Amended ___________, 2023 Page 19 2. An ad hoc committee is a committee that consists solely of less than a quorum of the Council, that does not have a continuing subject matter jurisdiction, or a meeting schedule fixed by formal action of the Council. Ad hoc committees must have a limited term, and are charged with accomplishing a specific task in a short period of time. Such committees are dissolved when their specific task is completed, and are not perpetual.31 RULE NO. 24 MAYORAL COMMITTEE APPOINTMENTS Action by the Council on requests by the Mayor for confirmation or approval of an appointee or nominee to a public office or position shall be taken by minute resolution confirming or not confirming the appointee or nominee. RULE NO. 25 COUNCIL APPOINTMENTS OF COUNCILMEMBERS TO COMMITTEES a. From time to time, Council appoints a Councilmember to serve on a board, commission, committee, joint power authority, or other official body (hereinafter “Committee.”) Such appointments shall be for a two year period, unless otherwise stated in the implementing document that formed the Committee.32 b. No later than the first regular meeting in February of each year, Council shall review all the appointments as provided in a list prepared by the City Clerk. The annual review will be conducted to fill vacancies or an expired term of office, and to consider removal of any appointee for cause, such as for failure to keep Council informed of the Committee’s activities, or for excessive absenteeism without good cause. c. At the first regular meeting of each month, the appointed Councilmember shall report on the activities of the Committee, including any significant projects of the Committee before it takes place, such as issuance of bonds, matters relating to financing, and other matters that may commit the City to a particular course of action. d. The Council President shall have the authority to appoint a designee to attend Committee meetings and participate as a voting member of the Committee in his or her absence, as permitted by the implementing document that formed the Committee. e. The Councilmember next in line to serve as Council President is strongly encouraged to start attending meetings of the Committee served by the Council President, at least six months before the expiration of the Council President’s term of office. This will give the incoming Council President an opportunity to learn about the Committees, particularly those that deal with complex subjects, before he or she takes office. 31 79 Ops. Cal. Atty. Gen. 69, supra 32 Fresno Municipal Code § 2-802 Amended ___________, 2023 Page 20 RULE NO. 26 NEWS MEDIA a. Members of the news media covering the business of the Council may be assigned to selected areas by the Presiding Officer. b. Members of the news media shall be permitted to televise and sound-record the proceedings of the Council under such rules and conditions as the Presiding Officer may prescribe. c. Selected areas assigned to the members of the news media in the Council Chambers shall be exclusively for the use of the news media members. Unauthorized individuals shall not use or occupy said assigned areas. RULE NO. 27 ACCESS TO THE DAIS a. No person shall be permitted on the dais during Council meetings except for the following: Councilmembers, the City Clerk, the City Attorney, the City Manager and Assistant City Manager(s), the Successor Agency Executive Director (during joint meetings), duly authorized additional members of boards sitting in joint meetings with the Council, and on a limited basis, those who are asked to assist the above (Deputy City Attorneys, Council Assistants, etc.). Any other person desiring to sit on the dais may do so only by permission of the Presiding Officer. b. Members of the news media shall not be permitted access to the dais during Council meetings. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-90 Agenda Date:1/19/2023 Agenda #: 1.-V. REPORT TO THE CITY COUNCIL SUBJECT ***RESOLUTION - Confirming emergency conditions continue to directly impact the ability of legislative bodies to meet safely in person and authorizing remote teleconference meetings of City legislative bodies for 30 days, pursuant to Brown Act provisions (Subject to Mayor’s Veto). Attachment: Resolution City of Fresno Printed on 1/19/2023Page 1 of 1 powered by Legistar™ 01-19-2023 TM / MK 5-2 with MA and GB Voted No R. 2023-018 RESOLUTION NO. A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO, CALIFORNIA, CONFIRMING EMERGENCY CONDITIONS CONTINUE TO DIRECTLY IMPACT THE ABILITY OF LEGISLATIVE BODIES TO MEET SAFELY IN PERSON, AND AUTHORIZING REMOTE TELECONFERENCE MEETINGS OF CITY LEGISLATIVE BODIES FOR 30 DAYS, PURSUANT TO BROWN ACT PROVISIONS. WHEREAS, the Council is committed to preserving and nurturing public access and participation in meetings of all City legislative bodies; and WHEREAS, meetings of City legislative bodies are open and public, as required by the Ralph M. Brown Act (Cal. Gov. Code 54950 – 54963), so that any member of the public may attend, participate, and watch the legislative bodies conduct their business; and WHEREAS, the Brown Act, Government Code section 54953(e), makes provisions for remote teleconferencing participation in meetings by members of a legislative body, without compliance with the requirements of Government Code section 54953(b)(3), subject to the existence of certain conditions; and WHEREAS, a required condition is that a state of emergency is declared by the Governor pursuant to Government Code section 8625, proclaiming the existence of conditions of disaster or of extreme peril to the safety of persons and property within the state caused by conditions as described in Government Code section 8558; and WHEREAS, it is further required that state or local officials have imposed or recommended measures to promote social distancing, or, the legislative body meeting in person would present imminent risks to the health and safety of attendees; and 1 of 3 Date Adopted: Date Approved: Effective Date: City Attorney Approval: Resolution No. 2 of 3 WHEREAS, on March 4, 2020, Governor Newsom declared a state of emergency in the State of California related to COVID-19, and such state of emergency remains in effect, and additionally on August 1, 2022, Governor Newsom declared a state of emergency related to Monkeypox, which remains in effect; and WHEREAS, the State of California continues to recommend social distancing, including quarantine for individuals who are COVID positive or symptomatic; and WHEREAS, as a consequence of the state of emergency, the Council does hereby find that the legislative bodies of the City shall conduct their meetings without compliance with paragraph (3) of subdivision (b) of Government Code section 54953, as authorized by subdivision (e) of section 54953, and that such legislative bodies shall comply with the requirements to provide the public with access to the meetings as prescribed in paragraph (2) of subdivision (e) of section 54953; and WHEREAS, meetings will continue to be conducted and broadcast electronically, with the opportunity for electronic participation by the public via Zoom, and shall comply with all provisions of Government Code Section 54953(e). NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno as follows: 1. The Council hereby reconsiders the circumstances of the state of emergency, and finds the State of California to still be actively under a Governor- declared state of emergency. 2. The members of the Council find that either the state of emergency continues to directly impact the ability of the Council to safely meet in person, and/or state 3 of 3 or local officials continue to impose or recommended measures to promote social distancing. 3. The legislative bodies, Administration, and staff of the City are hereby authorized and directed to take all actions necessary to carry out the intent and purpose of this Resolution including, conducting open and public meetings in accordance with Government Code section 54953(e) and other applicable provisions of the Brown Act. 4. This resolution shall be retroactively effective to January 15, 2023, and shall remain in effect for thirty days from the date of adoption * * * * * * * * * * * * * * 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 APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Amanda B. Freeman Date Senior Deputy City Attorney By: Deputy Date City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-64 Agenda Date:1/19/2023 Agenda #: 1.-W. REPORT TO THE CITY COUNCIL, THE CITY IN ITS CAPACITY AS HOUSING SUCCESSOR TO THE REDEVELOPMENT AGENCY OF THE CITY OF FRESNO AND THE FRESNO REVITALIZATION CORPORATION FROM:MARLENE MURPHEY, Executive Director Housing Successor Agency to the Redevelopment Agency JENNIFER CLARK, Director Planning and Development Department THROUGH:PHIL SKEI, Assistant Director Planning and Development Department BY:CORRINA NUNEZ, Project Manager Housing and Community Development Division SUBJECT *** RESOLUTION - Declaring a .29-acre vacant parcel located at the southeast corner of E. Ventura Street and S. Seventh Street (APN: 470-052-01T), a 2.85-acre vacant parcel located on E. Ventura Street between S. Eighth Street and S. Seventh Street (APN: 470-052-02T), and a .26-acre vacant parcel located at the southeast corner of S. Eighth Street and E. El Monte Way (APN: 470-052-03T), to be exempt surplus land and directing staff to comply with the open and competitive request for proposals process for the disposition of these parcels for a mixed-use mixed-income housing development as required by FMC Section 4-204 (District 5) (Subject to Mayor’s Veto) RECOMMENDATION Staff recommends the City Council adopt a Resolution declaring a .29-acre vacant parcel located at the southeast corner of E. Ventura Street and S. Seventh Street (APN: 470-052-01T) (Exhibit “A” - Housing Successor Resolution), a 2.85-acre vacant parcel located on E. Ventura Street between S. Eighth Street and S. Seventh Street (APN: 470-052-02T), and a .26-acre vacant parcel located at the southeast corner of S. Eighth Street and E. El Monte Way (APN: 470-052-03T) (Exhibit “B” - City Resolution) as exempt surplus real property at this regularly scheduled Council meeting to comply with the open and competitive request for proposals (RFP) process for the disposition of these parcels for a mixed-use mixed-income housing development as required by FMC Section 4-204. (District 5). EXECUTIVE SUMMARY City of Fresno Printed on 1/13/2023Page 1 of 4 powered by Legistar™ 01-19-2023 GB / LC 6-0 with MK absent. Approved on Consent R. 2023-019 SA - 51 File #:ID 23-64 Agenda Date:1/19/2023 Agenda #: 1.-W. In accordance with the State of California Assembly Bill No.1486 and 1255,commonly referred to as the Surplus Land Act (SLA),the Council shall take formal action in a public meeting to declare these City-owned parcels as exempt surplus land.Adoption of the attached Resolutions will declare a .29- acre vacant parcel located at the northwest corner of E.Ventura Street and S.Seventh Street (APN: 470-052-01T),a 2.85-acre vacant parcel located on E.Ventura Street between S.Eighth Street and S.Seventh Street (APN:470-052-02T),and a .26-acre vacant parcel located at the southeast corner of S.Eighth Street and E.El Monte Way (APN:470-052-03T)to be 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.The California Department of Housing and Community Development approved this exemption on December 12, 2022. In addition,the City of Fresno in its capacity and the Housing Successor to the Redevelopment Agency of the City of Fresno (Agency)owns the vacant .29-acre parcel located as the southwest corner of E.Ventura and S.Seventh Street and wishes to jointly and simultaneously declare it exempt and include it in the same Planning and Development Department RFP and housing development project anticipated for the block. On April 13,2017,the City Council adopted the City of Fresno 2015-2023 Housing Element of the General Plan (Site Inventory List)and on July 7,2017,the State of California determined the City of Fresno Housing Element to be in compliance with State Housing Element requirements.The City Housing Element specifically lists the properties as vacant land suitable for housing to meet the City’s Regional Housing Needs Allocation (RHNA)as outlined in the Housing Element.Staff recommends Council initiate an open and competitive request for proposals (RFP)process for the disposition of these properties for a mixed-use mixed-income development as is now 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. BACKGROUND City staff has concluded that the .29-acre vacant parcel located at the southeast corner of E.Ventura Street and S.Seventh Street (APN:470-052-01T),a 2.85-acre vacant parcel located on E.Ventura Street between S.Eighth Street and S.Seventh Street (APN:470-052-02T),and a .26-acre vacant parcel located at the southeast corner of S.Eighth Street and E.El Monte Way (APN:470-052-03T) are exempt surplus real properties as they were purchased by the Agency and the City in 2007 and 2008,for the exclusive purpose of creating affordable housing.The proposed development and affordability restrictions support the findings that the parcels qualify 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 City of Fresno Printed on 1/13/2023Page 2 of 4 powered by Legistar™ File #:ID 23-64 Agenda Date:1/19/2023 Agenda #: 1.-W. the provision of such housing.” On November 30,2022,City staff contacted the State of California Department of Housing and Community Development (HCD)to discuss the history of the property,and request approval for an exemption.HCD concurred that a development of the proposed 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 AMI),and at least half of which (20%of the units)shall be affordable to very low-income households (50%of AMI). (HCD chart to calculate income limits:https://www.hcd.ca.gov/grants-funding/income- limits/state-and-federal-income-limits/docs/income-limits-2021.pdf.); 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 recorded against the property. The attached Resolutions and findings are a requirement of SLA to designate the properties as exempt surplus land. Since the purchase of the properties in 2007 and 2008,it was the intent of the City Housing and Community Development Division to transfer the property to a developer for the development of mixed-use mixed-income housing.This decision was made by the Council at the adoption of the City 2015-2023 Housing Element of the General Plan that requires the City to inventory property within its jurisdiction suitable for housing to meet its share of the RHNA. Once a mixed-use mixed-income housing development is completed at the site,the proposed 50 to 90 multifamily housing units will assist the City in meeting its affordable housing goals as identified in the Housing Element of the 2035 General Plan,2020-2024 Consolidated Plan.In addition,new multifamily housing at the site is expected to make a positive impact to the neighborhood by offering quality, durable, affordable housing. The request for proposals process initiated by this Council action will require any developer to comply with the development parameters outlined above. ENVIRONMENTAL FINDINGS This is not a project for the purposes of the California Environmental Quality Act. LOCAL PREFERENCE Adoption of this Resolution is not subject to local preference. FISCAL IMPACT City of Fresno Printed on 1/13/2023Page 3 of 4 powered by Legistar™ File #:ID 23-64 Agenda Date:1/19/2023 Agenda #: 1.-W. There is no fiscal impact to the City at this time. APPENDICES Exhibit A - Housing Successor Resolution Exhibit B - City Resolution City of Fresno Printed on 1/13/2023Page 4 of 4 powered by Legistar™ Exhibit “A” Housing Successor Resolution 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, IN ITS CAPACITY AS HOUSING SUCCESSOR DECLARING PROPERTY LOCATED AT THE SOUTHEAST CORNER OF EAST VENTURA STEET AND SOUTH SEVENTH STREET (APN: 470-052-01T) TO BE EXEMPT SURPLUS LAND AND INITIATING THE OPEN AND COMPETITIVE REQUEST FOR PROPOSALS PROCESS FOR THE DEVELOPMENT OF THESE PROPERTIES INTO AFFORDABLE HOUSING WHEREAS, the City of Fresno, in its capacity as Housing Successor to the Redevelopment Agency of the City of Fresno, owns a .29-acre vacant parcel located at the southeast corner of E. Ventura Street and S. Seventh Street (APN: 470-052-01T), (Property), as described in the parcel map attached hereto as Exhibit “A”; 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 2 of 5 may take any action to dispose of it consistent with the agency’s policies or procedures; and WHEREAS, the determination is based on the fact that the land has been set aside specifically for the development of affordable housing and has been identified and determined to be exempt surplus land; and WHEREAS, the City has sought concurrence with the State of California Housing and Community Development Department (State), and the State has concurred that APN: 470-052-01T were determined to be exempt surplus land on December 12, 2022; and WHEREAS, the proposed development and affordability restrictions support the findings that the properties qualify as exempt from the California Surplus Land Act as stated in 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 the Government Code Section 54221(b)(1), the land is owned in fee simple by the City for which the governing body takes formal action 3 of 5 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 Proposals for the development of the sites into a mixed-use mixed-income housing development. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno as follows: 1. The City Council hereby declares the .29-acre vacant parcel located at the southeast corner of E. Ventura Street and S. Seventh Street (APN: 470-052-01T), to be exempt surplus land in accordance with the California Surplus Land Act. 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. 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 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 2022. AYES : NOES : ABSENT : ABSTAIN : Mayor Approval: , 2022 Mayor Approval/No Return: , 2022 Mayor Veto: , 2022 Council Override Vote: , 2022 TODD STERMER, CMC City Clerk By: Deputy Date APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Angela M. Karst Date Deputy City Attorney Attachment: Exhibit A - Parcel Map 5 of 5 Exhibit “A” Parcel Map EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF FRESNO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 1, 2, AND 3 IN BLOCK 10 OF KENMOORE PARK, IN THE CITY OF FRESNO COUNTY OF FRESNO STATE OF CALIFORNIA, SHOWN ON MAP FILED BOOK 7, PAGE 4 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN 470-052-01T Exhibit “B” City Resolution RESOLUTION NO . ____ _ A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO, CALIFORNIA, DECLARING PROPERTY LOCATED AT THE SOUTHEAST CORNER OF EAST VENTURA STEET AND SOUTH SEVENTH STREET (APN: 470-052-02T) AND THE NORTHWEST CORNER OF SOUTH EIGHTH STREET AND EAST EL MONTE WAY (470-052-03T), FRESNO, CA 93702 TO BE EXEMPT SURPLUS LAND AND INITIATING THE OPEN AND COMPETITIVE REQUEST FOR PROPOSALS PROCESS FOR THE DEVELOPMENT OF THESE PROPERTIES INTO AFFORDABLE HOUSING WHEREAS, the City of Fresno (City) owns a 2.85-acre vacant parcel located at the southeast corner of E. Ventura Street and S. Seventh Street (APN: 470-052-02T) and a .26-acre vacant parcel located at the northwest corner of S. Eighth Street and E. El Monte Way (APN: 470-052-03T), (Properties), as described in the parcel map attached hereto as Exhibit "A"; 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 Date Adopted : Date Approved: Effective Date: ·I\..,. ,., City Attorney Approval: ~ 1 of 5 Resolution No . ---- 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 WHEREAS, the determination is based on the fact that APN: 470-052-02T and APN: 470-052-03T is listed in the City of Fresno 2015-2023 Housing Element of the General Plan (Site Inventory List), adopted by the Fresno City Council on April 13, 2017, as land set aside specifically for the development of affordable housing and has been identified and determined to be exempt surplus land; and WHEREAS, the City purchased the larger parcel in 2007 and the smaller parcel in 2008 specifically for the development of affordable housing; and WHEREAS, the City has sought concurrence with the State of California Housing and Community Development Department (State), and the State has concurred that APN: 470-052-02T and APN: 470-052-03T were determined to be exempt surplus land on December 12,2022;and WHEREAS, the proposed development and affordability restrictions support the findings that the properties qualify as exempt from the California Surplus Land Act pursuant to Government Code section 54221 (f)(1 )(A) because the Properties will be disposed of for 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 2 of 5 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 the 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 Proposals for the development of the sites into a mixed-use mixed-income housing development. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno as follows: 1. The City Council hereby declares the 2.85-acre vacant parcel located at the southeast corner of E. Ventura Street and S. Seventh Street (APN: 470-052-02T) and a .26-acre vacant parcel located at the northwest corner of S. Eighth Street and E. El Monte Way (APN: 470-052-03T), to be exempt surplus land pursuant to Government Code section 54221 (f)(1 )(A) of the California Surplus Land Act because the Properties 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. 3 of 5 3.Conduct any environmental assessment as may be required under the California Environmental Quality Act. 4.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 _______ 2022. AYES NOES A BSENT ABSTAIN Mayor Approval: _______________ , 2022 Mayor Approval/No Return: , 2022 Mayor Veto: , 2022 Council Override Vote: , 2022 TODD STERMER, CMC City Clerk By: ____________ _ APPROVED AS TO FORM: ANDREW JANZ City Attorney By: ___________ _ Angela M. Karst Deputy City Attorney Date Attachment: Exhibit A -Parcel Map Deputy Date 4 of 5 Exhibit "A" Parcel Map 5 of 5 LEGAL DESCRIPTION EXIDBIT "A" 1HE IAND REFERRED TO HEREIN BEWW IS SITUAIBD IN THE COUNfY OF FRESNO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS Parcel I All of Lots numbered 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23, m Block 2 of the Lmcoln Htll Addition to the Town, (now City of Fresno, accordmg to the map or plat of Lmcoln Htll Addition, now on File and of record m the Office of the County recorder of the said Fresno county Parcel 2 Lots 1 and 2 m Block 8 of Kenmore Park, accordmg to the map thereof recorded November 8, 1911 m Book 7 page 4 of Record of Surveys, m the office of the County Recorder of said County Parcel 3 Lots 3 and 4 m Block 8 of Kenmore Park, according to the map thereof recorded November 8, 1911 m Book 7 page 4 of Record of Surveys, m the office of the County Recorder of srud County Parcel 4 Lots 1 and 2 m Block 9 of Kenmore Park, accordmg to the map thereof recorded November 8, 1911 m Book 7 page 4 of Record of Surveys, m the office of the County Recorder of said County Parcel 5 Lots 3 and 4 m Block 9 of Kenmore Park, accordmg to the map thereof recorded November 8, 1911 m Book 7 page 4 of Record of Surveys, m the office of the County Recorder of said County Parcel 6 Lots 4, 5, 6, 7, 8, 9 and 10 m Block 10 of Kenmore Park, accord.mg to the map thereof recorded November 8, 1911 m Book 7 page 4 of Record of Surveys, m the office of the Cowity Recorder of srud Cowity APN 470-052-02T City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-88 Agenda Date:1/19/2023 Agenda #: 1.-X. REPORT TO THE CITY COUNCIL, SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF FRESNO AND THE FRESNO REVITALIZATION CORPORATION FROM:MARLENE MURPHEY, Executive Director SUBJECT Successor Agency to the Redevelopment Agency of the City of Fresno and Fresno Revitalization Corporation (FRC) consider adopting: 1. RESOLUTION - Approving the Recognized Obligation Payment Schedule 23-24 EXECUTIVE SUMMARY The Recognized Obligation Payment Schedule (ROPS) for the July 1, 2023 through June 30, 2024 period is attached. The ROPS must be submitted to the Department of Finance by February 1, 2023. It is planned for consideration by the Oversight Board (OB) on January 19, 2023. Successor Agency staff recommends the approval of the Joint Resolution for submittal to the Countywide Oversight Board and the Department of Finance. BACKGROUND State legislation, ABX1 26 and AB 1484, created Successor Agencies, which are tasked with the responsibility of winding down former Redevelopment Agencies. As a requirement, Successor Agencies under SB 107 are required to provide a ROPS every twelve months identifying overall outstanding debt for all enforceable obligations with the Agency, as well as the estimated amount needed for each of those obligations during the twelve-month period covered by that ROPS. The ROPS is required to be considered and acted upon by the OB. Once approved, the ROPS and OB Resolution are submitted to the Department of Finance for subsequent review and final approval. ENVIRONMENTAL FINDINGS N/A LOCAL PREFERENCE N/A FISCAL IMPACT N/A Attachment A: Resolution Exhibit 1 to Attachment: Recognized Obligation Payment Schedule 23-24 (July 2023 - June 2024) City of Fresno Printed on 1/13/2023Page 1 of 2 powered by Legistar™ 01-19-2023 GB / LC 6-0 with MK absent. Approved on Consent SA - 52 File #:ID 23-88 Agenda Date:1/19/2023 Agenda #: 1.-X. City of Fresno Printed on 1/13/2023Page 2 of 2 powered by Legistar™ 1 of 3 Date Adopted: Date Approved: Effective Date: City Attorney Approval: ______ SA Resolution No. _____________ SUCCESSOR AGENCY RESOLUTION NO. ____________ A RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF FRESNO APPROVING THE RECOGNIZED OBLIGATION PAYMENT SCHEDULE FOR JULY 1, 2023 TO JUNE 30, 2024 WHEREAS, pursuant to Health and Safety Code Section 34177(o)(1), for each period from July 1 to June 30, a successor agency shall submit a Recognized Obligation Payment Schedule to the department of finance and to the county auditor- controller no later than February 1; and WHEREAS, the Recognized Obligation Payment Schedule is subject to approval by the Countywide Oversight Board which was established pursuant to Health & Safety Code Section 34179(j); and WHEREAS, under Title 14 of the California Code of Regulations, Section 15378(b)(4), the approval of this Recognized Obligation Payment Schedule is exempt from the requirements of the California Environmental Quality Act ("CEQA") in that it is not a project, but instead consists of the continuation of an existing governmental funding mechanism for potential future projects and programs, and does not commit funds to any specific project or program, because it merely lists enforceable obligations previously entered into and approved by the Agency. NOW, THEREFORE, BE IT RESOLVED that the Successor Agency to the Redevelopment Agency of the City of Fresno and the Fresno Revitalization Corporation do hereby resolve as follows: SECTION 1: The foregoing recitals are true and correct. 2 of 3 SECTION 2: The Successor Agency Board hereby approves and adopts the Recognized Obligation Payment Schedule for the period of July 1, 2023 to June 30, 2024, attached as Exhibit 1. SECTION 3: The Successor Agency Executive Director, or designee, is hereby authorized to take such actions as are necessary and appropriate to implement this Resolution including, but not limited to, transmitting the Recognized Obligation Payment Schedule to the Countywide Oversight Board for approval and meeting the filing requirement with the Department of Finance, State Controller's Office and Fresno County Auditor-Controller. SECTION 4: This Resolution shall take effect immediately upon its adoption. * * * * * * * * * * * * * * 3 of 3 STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, Todd Stermer, Ex-Officio Clerk of the Successor Agency to the Redevelopment Agency of the City of Fresno, certify that the foregoing resolution was adopted by the Successor Agency, at a regular meeting held on the ___ day of _______ 2023. AYES : NOES : ABSENT : ABSTAIN : Todd Stermer City Clerk By: Deputy Date APPROVED AS TO FORM: ANDREW JANZ Ex-Officio Attorney to the Successor Agency to the Redevelopment Agency of City of Fresno By: Tracy Parvanian Date Chief Assistant City Attorney Attachment: Exhibit 1 '1/:395E10$.753-?5:9%-D819?(/410@71'$%(  (@88-=D57102:=?41@7D  ?4=:@34@91  %1=5:0(@//1>>:=319/DA4B=>8CH:@9?DA4B=>@==19?%1=5:0'1<@1>?10@905932:=92:=/1-.71$.753-?5:9>'$%(1?-57  ):?-7@7D1/18.1=  ):?-7-9@-=D@91'$%(  ):?-7 92:=/1-.71$.753-?5:9>@9010->:77:B>       >=3'A>2443B    (4B4AE40;0=24    &C74AD=3B    '101A17:;819?%=:;1=?D)-C)=@>?@90'%))            ('**        3<8=8BCA0C8E4('**      @==19?%1=5:092:=/1-.71$.753-?5:9>          1=?525/-?5:9:2$A1=>534?:-=04-5=8-9%0<4*8C;4'DABD0=CC>)42C8>=>>5C7440;C70=3)054CH2>34  74A41H24AC85HC70CC7401>E48B0CAD40=3022DA0C4(42>6=8I43&1;860C8>='0H<4=C)2743D;45>AC7401>E4=0<43BD224BB>A064=2H  B )86=0CDA40C4EXHIBIT 1 =1>9:5?D'1/:395E10$.753-?5:9%-D819?(/410@71'$%(  '$%(1?-57@7D  ?4=:@34@91             ! 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MOZIER, PE, Director Public Works Department BY:ANDREW J. BENELLI, PE, City Engineer/Assistant Director Public Works Department, Traffic Operations and Planning Division ADRIAN GONZALEZ, Senior Engineering Technician Public Works Department, Traffic Operations and Planning Division SUBJECT HEARING to adopt resolutions and ordinance to annex territory and levy a special tax regarding City of Fresno Community Facilities District No. 11, Annexation No. 135 (Final Tract Map No. 5388) (located along West San Jose Avenue north of North Salinas Avenue) (Council District 2) 1. ***RESOLUTION - to Annex Territory to Community Facilities District No. 11 and Authorizing the Levy of a Special Tax for Annexation No. 135 (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 2022-2023 and Future Tax Years Within and Relating to Community Facilities District No. 11, Annexation No. 135 (Subject to Mayor’s Veto) RECOMMENDATION 1.Adopt Resolution to Annex Territory to Community Facilities District No. 11 and Authorizing the Levy of a Special Tax for Annexation No. 135, 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 2022-2023 and Future Tax Years Within and Relating to Community Facilities District No. 11, Annexation No. 135. EXECUTIVE SUMMARY On December 15, 2022, the Council of the City of Fresno (Council) adopted Council Resolution No. 2022-300 with the intent to annex territory to Community Facilities District No. 11 (CFD No. 11) at the request of the landowner (Bonadelle Homes Inc.) of Final Tract Map No. 5388 (42 Lot Single -Family Home Subdivision). This is the noticed public hearing to consider annexing Final Tract City of Fresno Printed on 1/13/2023Page 1 of 3 powered by Legistar™ 01-19-2023 MK / AP 7-0 R. 2023-020, R. 2023-021, R. 2023-022, B-1, and Ord. 2023-001 File #:ID 23-92 Agenda Date:1/19/2023 Agenda #: -Family Home Subdivision).This is the noticed public hearing to consider annexing Final Tract Map No.5388 as Annexation No.135 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 $578.94 per lot annually.If approved,the recommended resolutions and ordinance will levy a Special Tax on the properties in Final Tract Map No. 5388 for identified Services. (See attached Location and Features map.) BACKGROUND Subdivision: 5388 Developer: Bonadelle Homes Inc. Number of Lots:42 Maximum Special Tax Per Lot: $578.94 Features:Certain required above ground public improvements;including landscaping and irrigation systems; concrete, paving, and streetlights. 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 streetlights and street furniture,curbs,gutters,sidewalks,street trees and other public facilities and services as defined by the City of Fresno Special Tax Financing Law,Chapter 8,Division 1,Article 3 of the Fresno Municipal Code (City Law). The landowner of Final Tract Map No.5388 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 associated with this subdivision.Pursuant to this petition,the Council adopted Council Resolution No.2022-300, declared its intention to annex the Final Tract Map No.5388 to CFD No.11,and set the public hearing for formal consideration. (See attached Location and Features map.) Resolution No.2022-300 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 $578.94 per residential lot to provide Services for Fiscal Year 2022-2023.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.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,thisCity of Fresno Printed on 1/13/2023Page 2 of 3 powered by Legistar™ File #:ID 23-92 Agenda Date:1/19/2023 Agenda #: 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. Attachments: Location Map Feature Map Resolution Annex-Levy Resolution Calling Election Resolution Declaring Results Ordinance City of Fresno Printed on 1/13/2023Page 3 of 3 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-66 Agenda Date:1/19/2023 Agenda #: REPORT TO THE CITY COUNCIL FROM:SCOTT L. MOZIER, PE, Director Public Works Department BY:ANDREW J. BENELLI, PE, City Engineer/Assistant Director Public Works Department, Traffic Operations and Planning Division HARMANJIT DHALIWAL, PE, Supervising Professional Engineer Public Works Department, Traffic Operations and Planning Division SUBJECT Actions pertaining to Final Map of Tract No. 5388 RESOLUTION - Approving the Final Map of Tract No. 5388, and accepting dedicated public uses offered therein except for dedications offered subject to City acceptance of developer installed required improvements - located at the intersection of North Salinas Avenue and West San Jose Avenue (Council District 2) RECOMMENDATION Staff recommends the City Council adopt a resolution approving the Final Map of Tract No. 5388 and accepting the dedicated public uses offered therein, to authorize the Public Works Director or his designee to execute the subdivision agreement on behalf of the City. EXECUTIVE SUMMARY The Subdivider, Bonadelle Homes, Inc., (John A. Bonadelle, President), has filed for approval, the Final Map of Tract No. 5388, for a 42-lot single-family residential subdivision at the intersection of North Salinas Avenue and West San Jose Avenue on 10.71 acres. BACKGROUND The Fresno City Planning Commission on September 7, 2005 approved Vesting Tentative Map No. 5388 (Tentative Map) for a 42-lot single-family residential subdivision on 10.71 acres (See attached map). The Tentative Map was approved consistent with the Fresno General Plan and the Bullard Community Plan to comply with the provisions of the Subdivision Map Act. The Final Map is technically correct and conforms to the approved Tentative Map, the Subdivision Map Act and the Fresno Municipal Code. The provisions of Section 66474.1 of the Subdivision Map Act require a final map that is in substantial compliance with the approved tentative map to be City of Fresno Printed on 1/13/2023Page 1 of 2 powered by Legistar™ 01-19-2023 Removed to 02-09-2023. New File ID 23-154 File #:ID 23-66 Agenda Date:1/19/2023 Agenda #: Map Act require a final map that is in substantial compliance with the approved tentative map to be approved by the City Council. The Subdivider has satisfied all other conditions of approval by executing the Subdivision Agreement for Tract No.5388,submitted securities in the total amount of $1,823,000 to guarantee the completion and acceptance of the public improvements and $911,500 for a payment security and has paid the miscellaneous and development impact fees due as a condition of approval for the Final Map in the amount of $114,384.00.Covenants have been executed to defer eligible development impact fees totaling $735,592.37 to the time of final occupancy of each unit.The City Attorney’s Office has approved all documents as to form and the Risk Management Division has approved all security bonds and insurance certificates. MAINTENANCE DISTRICT:A condition of approval of the Tentative Map is to maintain the concrete curbs and gutters,valley gutters,sidewalks and curb ramps,and street lighting associated with the Final Map in accordance with the adopted standards of the City.The Subdivider has satisfied the maintenance requirement by annexing the subdivision into the City’s CFD-11 on January 19, 2023. The Subdivider has executed the covenant for Maintenance of Certain Improvements and as a condition of the Subdivision Agreement,is required to provide every prospective purchaser of each lot of the subdivision the “Notice of Special Tax”,in accordance with the provision of Section 53341.5 of the California Government Code.The maximum annual assessment is $539.62 per lot with an annual 2%adjustment or by the rise of the Construction Cost Index (CCI),if it exceeds 2%for the San Francisco Region. ENVIRONMENTAL FINDINGS Pursuant to CEQA Guidelines Section 15268(b)(3),approval of final subdivision maps is a ministerial action and is exempt from the requirements of CEQA. 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 The Final Map is located in Council District 2.There will be no impact to the City’s General Fund. Approval by the Council will result in timely deliverance of the review and processing of the Final Map as is reasonably expected by the Subdivider.Prudent financial management is demonstrated by the expeditious completion of this Final Map since the Subdivider has paid the City a fee for the processing of this Final Map and that fee is,in turn,funding the respective operations of the Public Works Department. Attachments: Resolution Final Map of Tract No. 5388 City of Fresno Printed on 1/13/2023Page 2 of 2 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-16 Agenda Date:1/19/2023 Agenda #: REPORT TO THE CITY COUNCIL FROM:JENNIFER CLARK, Director Planning & Development Department THROUGH:ISRAEL TREJO, Planning Manager Planning & Development Department BY:CHRIS LANG, Supervising Planner Planning & Development Department SUBJECT HEARING to consider Plan Amendment and Rezone Application No. P19-05950 and related Environmental Assessment No. P19-05950, for approximately 1.73 acres of property located on the south side of West Nees Avenue, between North Blackstone and North Ingram Avenues (Council District 2) 1. ADOPT the Negative Declaration as prepared for Environmental Assessment No. P19-05950 dated July 29, 2022, for the proposed project pursuant to the California Environmental Quality Act (CEQA). 2. RESOLUTION - Approving Plan Amendment Application No. P19-05950 proposing to amend the Fresno General Plan to change the planned land use designation for the subject property from High Density Residential (±1.73 acres) to Regional Mixed Use (±1.73 acres). 3. BILL (for introduction and adoption) - Approving Rezone Application No. P19-05950 proposing to amend the Official Zoning Map of the City of Fresno to rezone the subject property from the RM-3/UGM/CZ (Multi-Family Residential, High Density/Urban Growth Management/conditions of zoning) zone district to the RMX (Regional Mixed Use) zone district in accordance with Plan Amendment Application No. P19-05950. RECOMMENDATIONS Staff recommends that the City Council take the following actions: 1. ADOPT the Negative Declaration as prepared for Environmental Assessment No. P19-05950 dated July 29, 2022, for the proposed project pursuant to the California Environmental Quality Act (CEQA). 2. ADOPT RESOLUTION approving Plan Amendment Application No. P19-05950 proposing to amend the Fresno General Plan to change the planned land use designation for the subject property from High Density Residential (±1.73 acres) to Regional Mixed Use (±1.73 acres). 3. INTRODUCE AND ADOPT BILL approving Rezone Application P19-05950 proposing to amend the Official Zoning Map of the City of Fresno to rezone the subject property from the RM- 3/UGM/CZ (Multi-Family Residential, High Density/Urban Growth Management/conditions of City of Fresno Printed on 1/19/2023Page 1 of 7 powered by Legistar™ 01-19-2023 MK / GB 5-2 with MA and NE Voted No. R. 2023-023, B-2 and Ord. 2023-002 File #:ID 23-16 Agenda Date:1/19/2023 Agenda #: 3/UGM/CZ (Multi-Family Residential,High Density/Urban Growth Management/conditions of zoning)zone district to the RMX (Regional Mixed Use)zone district in accordance with Plan Amendment Application No. P19-05950. EXECUTIVE SUMMARY Dirk Poeschel of Dirk Poeschel Land Development Services,on behalf of David Fansler,has filed Plan Amendment and Rezone Application No.P19-05950,pertaining to a total of ±1.73 acres of property located on the southwest corner of West Nees and North San Pablo Avenues. Plan Amendment Application No.P19-05950 proposes to amend the Fresno General Plan to change the planned land use designation for the subject property from High Density Residential (±1.73 acres) to Regional Mixed Use (±1.73 acres). Rezone Application No.P19-05950 proposes to amend the Official Zoning Map of the City of Fresno to rezone the subject property from the RM-3/UGM/CZ (Multi-Family Residential,High Density/Urban Growth Management/conditions of zoning)zone district to the RMX (Regional Mixed Use)zone district in accordance with Plan Amendment Application No. P19-05950. There are no development projects associated with the proposed application at this time.Future applications and development of the subject property shall be consistent with the Fresno General Plan, Bullard Community Plan, and the Fresno Municipal Code (FMC). City of Fresno Planning Commission The City of Fresno Planning Commission held a public hearing to consider the proposed project on September 7,2022.There were no members of the public to speak in favor or opposition of the project.After hearing testimony from city staff and the applicants,the Planning Commission voted to recommend approval of the proposed applications by a vote of 4 to 0. BACKGROUND / ANALYSIS The subject property is located within the City of Fresno’s General Plan Boundary and the Fresno city limits.The project site is an undeveloped infill lot,as properties in the surrounding area have all been built out,with uses in the immediate vicinity of the subject property being a combination of residential and commercial uses.Directly to the north,south and west of the project site are existing multi-family residential complexes;the Villaggio Shopping Center is directly to the east of the subject property and has primarily been developed with retail commercial uses.The broader area surrounding the immediate vicinity has a corridor of multi-family residential uses West Nees Avenue,and multiple shopping centers to the east,at the corner of West Nees and North Blackstone Avenues.A business and industrial office park is located in the vicinity as well,located to the southwest of the property just beyond the abutting multi-family residential complex. In 1988,Plan Amendment Application No.A-88-22 was approved to amend the 1984 Fresno General Plan and the Bullard Community Plan from the Industrial Park Manufacturing planned land use designation to the Administrative &Professional Office land use designation for the subject property. Rezone Application No.R-88-40 was also approved for the subject parcel and amended the official zone map to reclassify the subject property from R-3/UGM/CZ (High Density Residential/Urban Growth Management/conditions of zoning)to the C-P/UGM/CZ (Administrative and Professional Office/Urban Growth Management/conditions of zoning).The subject property has since remainedCity of Fresno Printed on 1/19/2023Page 2 of 7 powered by Legistar™ File #:ID 23-16 Agenda Date:1/19/2023 Agenda #: Office/Urban Growth Management/conditions of zoning).The subject property has since remained vacant, while property to the east has been substantially developed with retail and commercial uses. The current Fresno General Plan was adopted on December 18,2014,which updated the City’s vision related to land use,environmental preservation,housing,and other planning goals.During the General Plan update process,the subject property was amended from the previously existing Administrative and Professional Office use to the High Density Residential planned land use,as well as subsequently adding the property to the General Plan Housing Element.The Citywide Development Code was adopted on December 3,2015 and amended the zoning to ensure consistency with the Fresno General Plan,which designated the property as RM-3/UGM/CZ (Multi- Family Residential, High Density/Urban Growth Management/conditions of zoning) zone district. No development is proposed at this time;however,any future development will be subject to all provisions of development standards of the proposed RMX (Regional Mixed Use)zone district and the Fresno Municipal Code (FMC).Further,any future development will be reviewed and may require dedications and/or acquisitions for public street rights-of-way and utility easements,as well as incorporation of existing easements for construction and/or retention of public facilities and infrastructure in accordance with all applicable standards,specifications,and policies of the City of Fresno. Conditions of Zoning Rezone Application No.R-88-40 adopted conditions of zoning for the subject property,which guarantee that: Mitigation shall be provided to reduce the pollutants in the runoff prior to discharge to the public drainage system,for that portion of the site draining to Nees Avenue, which will ultimately drain to the San Joaquin River.The method of mitigation shall be determined by the Fresno Metropolitan Flood Control District (FMFCD)and shall be reviewed and approved prior to implementation. The existing conditions of zoning were adopted due to concern of potential industrial uses which would be permitted under the C-P zone district,as well as the project site’s proximity to the San Joaquin River.As the surrounding area developed further,infrastructure was built out and FMFCD has since constructed permanent drainage facilities.PEIR SCH#2019050005 identifies Mitigation Measures which require FMFCD to review all new projects and coordinate with the City to implement the existing Storm Drainage and Flood Control Master Plan for collection systems,and any future development would be subject to FMFCD review. The proposed Plan Amendment and Rezone application was reviewed by FMFCD,and it was identified that while the district can accommodate the proposed use,should lot coverage of any future development be commensurate with a higher density,mitigation measures may be required. The conditions of zoning ultimately are redundant,and unnecessary to maintain on the project site, as all future development will be reviewed by FMFCD to verify future projects comply with all required mitigation measures. Senate Bill 330 Senate Bill 330 requires that if a property within the City is downzoned (reduction of residential density),then another property must be concurrently up-zoned (increase in residential density).The existing RM-3 zone district requires that residential projects are consistent with the High DensityCity of Fresno Printed on 1/19/2023Page 3 of 7 powered by Legistar™ File #:ID 23-16 Agenda Date:1/19/2023 Agenda #: existing RM-3 zone district requires that residential projects are consistent with the High Density Residential planned land use,which identifies projects are to be between 30 to 45 dwelling units per acre (du/ac).The RMX zone district also requires that residential uses develop at an intensity of 30 to 45 du/ac. No development is proposed by the applicant at this time,and both zone districts will provide the ability to develop the property at the same residential density and intensity of 30 to 45 du/ac.By amending the land use and zone designation of the property from High Density Residential to Regional Mixed Use,the residential density for the project site remains unchanged,and therefore the project is consistent with SB 330. Council District Plan Implementation Committee The proposed project was reviewed by the Council District 2 Project Review Committee on January 11, 2021. The Committee recommended approval with a vote of 4-0 in favor of the project. Neighborhood Meeting The applicant conducted a neighborhood meeting on October 14,2019 and notified surrounding property owners within 1000 feet of the project site.The project applicant provided a summary of the meeting,dated August 30,2022;approximately 12 individuals attended the meeting,including representatives for the neighboring apartment complex to the west,and for the shopping center to the east.All feedback received was favorable and support of the project,with no concerns or opposition brought to attention at the meeting. Notice of City Council Hearing The Planning and Development Department mailed notices of this City Council hearing to all surrounding property owners within 1,000 feet of the subject property (see attached Noticing Vicinity Map -Exhibit H),pursuant to Section 15-5007 of the Fresno Municipal Code. LAND USE PLANS AND POLICIES Fresno General Plan As proposed,the project will be consistent with the Fresno General Plan goals and objectives related to mixed-use development and the urban form: ·Emphasize increased land use intensity and mixed-use development at densities supportive of greater use of transit in Fresno. ·Make full use of existing infrastructure,and investment in improvements to increase competitiveness and promote economic growth. ·Promote orderly land use development in pace with public facilities and services needed to serve development. ·Improve Fresno’s visual image and enhance its form and function through urban design strategies and effective maintenance. These Goals contribute to the establishment of a comprehensive city-wide land use planning strategy City of Fresno Printed on 1/19/2023Page 4 of 7 powered by Legistar™ File #:ID 23-16 Agenda Date:1/19/2023 Agenda #: These Goals contribute to the establishment of a comprehensive city-wide land use planning strategy to meet economic development objectives,achieve efficient and equitable use of resources and infrastructure,and create an attractive living environment in accordance with Objective LU-1 of the Fresno General Plan. Objective UF-12 of the Fresno General Plan directs the City to locate roughly one-half of future residential development in infill areas -defined as being within the City on December 31,2012 - including the Downtown core area and surrounding neighborhoods,mixed-use centers and transit- oriented development along major BRT corridors, and other non-corridor infill areas, and vacant land. Supporting Policy LU-1-a of the Fresno General Plan also promotes new development along BRT corridors, established neighborhoods, and vacant infill sites within the City. The subject property (approximately 1.73 acres)is infill development,as the surrounding properties are located within the City of Fresno and have been substantially developed.Evaluation of public services capacity and availability for the area has determined that public infrastructure improvements exist within the area to serve existing development within the vicinity as well as future development on the subject property.Water mains and sewer mains have been developed in the subject quarter section to provide service for the proposed development.Furthermore,future development will be obligated to pay fair share and proportional payment of fees and all development mitigation costs. Implementing Policy UF-12-b of the Fresno General Plan promotes activity centers,where mixed-use designated areas along BRT and/or transit corridors are appropriate for more intensive concentrations of urban uses.Typical uses could include commercial areas;employment centers; schools;compact residential development;religious institutions;parks;and other gathering points where residents may interact, work, and obtain goods and services in the same place. Policy LU-9-b also recommends planning for future Activity Centers at appropriate locations that avoid competition with Downtown businesses. Activity centers outside of Downtown include the vicinity of Woodward Park and the Blackstone Avenue corridor as identified in the General Plan,and future development at the project site would be considered an extension of the Villaggio Shopping Center,which is a part of the major activity center at the north end of Blackstone,which also includes several adjacent shopping centers,and is in close proximity to Woodward Park as well. Bullard Community Plan Upon reviewing the policies contained in the Bullard Community Plan,staff has determined that there are no policies that are applicable or are more restrictive than those contained in the FMC or the Fresno General Plan. The proposed project meets the goals and objectives of the General Plan and the Bullard Community Plan by implementing the appropriate regulations of the RMX zone district and ensuring that new development will be compatible with the existing structures in relation to scale, mass, and character. Therefore,it is staff’s opinion that the proposed project is consistent with respective general and community plan objectives and policies and will not conflict with any applicable land use plan,policy, or regulation of the City of Fresno. City of Fresno Printed on 1/19/2023Page 5 of 7 powered by Legistar™ File #:ID 23-16 Agenda Date:1/19/2023 Agenda #: ENVIRONMENTAL FINDINGS An environmental assessment initial study was prepared for this project in accordance with the requirements of the California Environmental Quality Act (CEQA)Guidelines.This process included the distribution of requests for comment from other responsible or affected agencies and interested organizations. Preparation of the environmental assessment necessitated a thorough review of the proposed project and relevant environmental issues and considered previously prepared environmental and technical studies pertinent to the Community Plan area,including the Fresno General Plan Program Environmental Impact Report (PEIR SCH No.2019050005).These environmental and technical studies have examined projected sewage generation rates of planned urban uses,the capacity of existing sanitary sewer collection and treatment facilities,and optimum alternatives for increasing capacities;groundwater aquifer resource conditions;water supply production and distribution system capacities;traffic carrying capacity of the planned major street system;and student generation projections and school facility site location identification. The proposed project has been determined to be a subsequent project that is not fully within the scope of the PEIR SCH No.2019050005 as provided by the CEQA,as codified in the Public Resources Code (PRC)Section 21157.1(d)and the CEQA Guidelines Section 15177(c).Therefore, the Planning and Development Department proposes to adopt a Negative Declaration for the proposed project,which is tiered off the Fresno General Plan Program Environmental Impact Report (PEIR No. 2019050005). It has been further determined that all applicable mitigation measures of SCH No.2019050005 have been applied to the project as necessary to assure that the project will not cause significant adverse cumulative impacts,growth inducing impacts and irreversible significant effects beyond those identified by SCH No.2019050005 as provided by CEQA Section 15178(a).In addition,pursuant to Public Resources Code,Section 21157.6(b)(1),staff has determined that no substantial changes have occurred with respect to the circumstances under which the PEIR was certified and that no new information,which was not known and could not have been known at the time that the PEIR was certified as complete,has become available.Therefore,it has been determined based upon the evidence in the record that the project will not have a significant impact on the environment and that the filing of a Negative Declaration is appropriate in accordance with the provisions of CEQA Section 21157.5(a)(2) and CEQA Guidelines Section 15178(b)(1) and (2). Based upon the attached environmental assessment and applicable mitigation measures,staff has determined that there is no evidence in the record that the project may have a significant effect on the environment and has prepared a Negative Declaration for this project.A public notice of the attached Negative Declaration for Environmental Assessment Application No.P19-05950 was published on July 29,2022,with no comments or appeals received to date.The Environmental Assessment No. P19-05950 dated July 29, 2022, is attached as Exhibit I. FRESNO MUNICIPAL CODE FINDINGS Based upon analysis of the applications,staff concludes that the required findings contained within Section 15-5812 et seq.of the Fresno Municipal Code can be made.These findings are attached as City of Fresno Printed on 1/19/2023Page 6 of 7 powered by Legistar™ File #:ID 23-16 Agenda Date:1/19/2023 Agenda #: Exhibit G to this report. CONCLUSION / RECOMMENDATION The appropriateness of the proposed project has been examined with respect to its consistency with goals and policies of the Fresno General Plan and the Bullard Community Plan;its compatibility with surrounding existing or proposed uses;and its avoidance or mitigation of potentially significant adverse environmental impacts.These factors have been evaluated as described above and by the accompanying environmental assessment.Upon consideration of this evaluation,it can be concluded that Plan Amendment and Rezone Application Nos. P19-05950 are appropriate for the project site. LOCAL PREFERENCE: Local preference was not considered because this project does not include a bid or award of a construction or service contract. FISCAL IMPACT: Affirmative action by the Council will result in timely deliverance of the review and processing of the applications as is reasonably expected by the applicant.Prudent financial management is demonstrated by the expeditious completion of this land use application inasmuch as the applicant has paid to the city a fee for the processing of this application and that fee is,in turn,funding the respective operations of the Planning and Development Department. ATTACHMENTS: Exhibit A:Operational Statement Exhibit B:Vicinity Map Exhibit C:2022 Aerial Photograph of Site Exhibit D:Existing Fresno General Plan Planned Land Use Map Exhibit E:Proposed Plan Amendment Exhibit F:Proposed Rezone Exhibit G:Fresno Municipal Code Findings Exhibit H:Noticing Vicinity Map (1000 feet) Exhibit I:Environmental Assessment P19-05950, Negative Declaration [July 29, 2022] Exhibit J:Neighborhood Meeting Summary Exhibit K:Planning Commission Resolution.13765 (Plan Amendment Application P19-05950) Exhibit L:Planning Commission Resolution 13766 (Rezone Application P19-05950) Exhibit M:City Council Resolution for Plan Amendment Application P19-05950 Exhibit N:City Council Ordinance Bill for Rezone Application P19-05950 City of Fresno Printed on 1/19/2023Page 7 of 7 powered by Legistar™ Exhibit A 1 General Plan Amendment / Rezone Mr. David Fansler 131 W. Nees Avenue Fresno, CA 93711 REVISED August 30, 2022 Property Owner: Mr. David Fansler Fansler Restaurant Group 7636 N. Ingram Ave., Suite 109 Fresno, CA. 93711 Office: (559) 492-2451 superchefdave@gmail.com Applicant: Mr. David Fansler Fansler Restaurant Group 7636 N Ingram Ave. Suite 109 Fresno, CA. 93711 Office: (559) 492-2451 superchefdave@gmail.com Representative: Dirk Poeschel Land Development Services, Inc. 923 Van Ness Ave., Suite 200 Fresno, CA 93721 Location: 131 W. Nees Ave Fresno, CA 93711. APN: 303-630-21 Lot Size: +/- 1.73 acres Request A General Plan Amendment and Rezoning to amend the current land use designation and zoning of High-Density Multi-Family Residential to Regional Mixed Use (RMX). The subject site is designated for High Density Residential uses in the adopted City of Fresno General Plan and is zoned RM-3 which allows from 30 to 45 apartments per acre. The applicant seeks approval of a general plan amendment and rezoning to replace the planned high density multifamily residential units High Density Residential designation with the RMX general plan designation and zoning. No land use entitlements for a project has been submitted. 2 Article 11 of the Fresno Citywide Development Code provides for a residential density of 30 to 45 units per acre in the RMX zone. The density of the current High Density Residential designation is identical to the 30 to 45 apartments per acre of the RMX zone. Therefore, there is no loss of residential units and correspondingly no makeup of units required. Background The site is currently vacant and undeveloped. The subject parcel was purchased by the applicant from Villaggio Shopping Center, LLC and was part of that shopping center. The site has been regularly tilled and disked for weed and fire control. The site is over 1,000 ft from the nearest Buss Rapid Transit (BRT) stop at the northwest corner of E. Nees and N. Blackstone Avenues. The site is within the green area of the recently adopted VMT per Employee and within the half mile buffer of the VMT Transit Map prepared for the City of Fresno Vehicle Miles Traveled (VMT) evaluation policies. The required neighborhood meeting occurred on October 14, 2019 which was attended by 12 project neighbors and representative of properties in the area. All who attended supported the project. Operational Characteristics No specific uses or related characteristics are known. Sometime in the future, the applicant will identify a specific use(s) then process the required land use entitlements for that use(s). Traffic According to J. Gormley of the City of Fresno, the project will not exceed established thresholds of concern and will not require a comprehensive traffic study. This conclusion was confirmed by John Rowland, P.T.E. by letter dated October 24, 2019 from Mr. Rowland. In addition, a Vehicle Miles Traveled (VMT) analysis was performed by LSA of Fresno that concluded no VMT issues were related to the proposal. c:\users\kate\datto workplace\current clients\fansler hotel 19-28\fansler op statement.doc Exhibit B Exhibit B: Vicinity Map Subject PropertyN Ingram AveW Nees Ave N Blackstone Ave Exhibit C Exhibit C: Aerial Photograph Subject Property Exhibit D Exhibit D: General Plan Land Use Subject Property Medium High Density Residential Medium High Density Residential Regional Commercial Light Industrial Community CommercialBusiness Park High Density Residential Exhibit E 225' 178'332'35 '310'NSAN PABLOAVEW NEES AVE N GLENN AVENPOPLARAVEW FALLBROOK AVE rh rmh co rmh cbp rmh rmh cr il P19-05950APN:303-630-21131 W Nees Avenue 0 200 400100Feet / EXHIBIT E- Plan Amendment rhtormx Proposes to reclassify 1.64 acres of property from the rh (Residential - High Density) land use to rmx (Regional Mixed Use) land use. Exhibit F 225' 178'332'35 '310'BP RM-1 RM-1 IL CR RM-1 RM-1 CRNSAN PABLOAVEW NEES AVE N GLENN AVENPOPLARAVEW FALLBROOK AVE P19-05950APN:303-630-21131 W Nees Avenue 0 200 400100Feet / EXHIBIT F- Rezone RM-3/UGM/cz toRMX Proposes to reclassify 1.64 acres of property from the RM-3/UGM/cz (Residential Multi-Family, High Density/Urban Growth Management/conditions of zoning) zone district to RMX (Regional Mixed Use) zone district. Exhibit G PLAN AMENDMENT AND REZONE FINDINGS FINDINGS PER FRESNO MUNICIPAL CODE SECTION 15-5812 A. The change is consistent with the General Plan (GP) goals and policies, any operative plan, or adopted policy; and, Finding A: As provided within the analyses contained within the staff report and within the Environmental Assessment prepared for purposes of California Environmental Quality Act compliance, the proposed project meets the goals, objectives and policies of the Fresno General Plan and Bullard Community Plan. As proposed, the project will be consistent with the Fresno General Plan goals and objectives including: Goals: • Emphasize increased land use intensity and mixed-use development at densities supportive of greater use of transit in Fresno. • Make full use of existing infrastructure, and investment in improvements to increase competitiveness and promote economic growth. • Promote orderly land use development in pace with public facilities and services needed to serve development. • Improve Fresno’s visual image and enhance its form and function through urban design strategies and effective maintenance. These goals contribute to the establishment of a comprehensive citywide land use planning strategy to meet economic development objectives, achieve efficient and equitable use of resources and infrastructure, and create an attractive living environment in accordance with Objective LU-1 of the Fresno General Plan. Objectives: Objective UF-12 of the Fresno General Plan directs the City to locate roughly one-half of future residential development in infill areas – defined as being within the City on December 31, 2012 – including the Downtown core area and surrounding neighborhoods, mixed-use centers and transit-oriented development along major BRT corridors, and other non-corridor infill areas, and vacant land. Policies: Policy LU-1-a of the Fresno General Plan promotes new development along BRT corridors, established neighborhoods, and vacant infill sites within the City. Policy LU-2-a promotes the development of vacant, underdeveloped, and re- developable land within the City Limits where urban services are available. Policy UF-12-b of the Fresno General Plan promotes activity centers, where mixed-use designated areas along BRT and/or transit corridors are appropriate for more intensive concentrations of urban uses. Typical uses could include commercial areas; employment centers; schools; compact residential development; religious institutions; parks; and other gathering points where residents may interact, work, and obtain goods and services in the same place. B. The change is consistent with the purpose of the Development Code to promote the growth of the city in an orderly and sustainable manner, and to promote and protect the public health, safety, peace, comfort, and general welfare; and, Finding B: The project site is located on an infill lot that is entirely surrounded by developed properties. Public infrastructure is in place and the site is accessible to emergency services. No development is proposed at this time, however uses allowed by the proposed zone district would not conflict with established uses in the surrounding vicinity or adversely affect the general welfare of neighboring properties. C. The change is necessary to achieve the balance of land uses desired by the City and to provide sites for needed housing or employment-generating uses, consistent with the GP, any applicable operative plan, or adopted policy, and to increase the inventory of land within a zoning district to meet market demand. Finding C: The project proposes to amend the Fresno General Plan and Bullard Community Plan to achieve the balance of land uses desired by the City of Fresno. This includes but is not limited to emphasizing the efficient use of available underutilized property adjacent to a BRT corridor through the proposed Plan Amendment and Rezone applications. The Regional Mixed Use planned land use designation is intended to support regional retail and mixed-use development in large-scale activity centers outside of Downtown. It accommodates urban-scale mixed-use development that serve residents and businesses of the region at large. Development and design standards will create a pedestrian orientation within centers and along major corridors, with parking located on the side or rear of, or within, major structures. Adjacent properties are developed with residential uses to the west and south, and commercial uses to the east. Amending the General Plan from High Density Residential to Regional Mixed Use would provide a wider range of permitted uses to meet future market demand, as future development could support both established uses adjacent to the BRT corridor. Exhibit H Noticing Map Override 1 Override 1 8/30/2022, 10:52:49 AM 0 0.1 0.20.05 mi 0 0.15 0.30.07 km 1:9,028 City of Fresno Exhibit I City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 1 of 54 1.73 Acre Parcel at the Southwest Corner of Nees Avenue & North San Pablo Avenue Initial Study/Negative Declaration for: 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue Prepared By: City of Fresno Planning & Development Department Fresno City Hall 2600 Fresno Street, Room 3043 Fresno, CA 93721-3604 (559) 621-8277 www.fresno.gov July 2022 City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 2 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue TABLE OF CONTENTS PAGE SECTION 1 I. INTRODUCTION 3 SECTION 2 II. ENVIRONMENTAL CHECKLIST 8 PROJECT SUMMARY 13 EVALUATION OF ENVIRONMENTAL IMPACTS 17 I. AESTHETICS ............................................................................................................. 18 II. AGRICULTURE AND FORESTRY RESOURCES .................................................... 19 III. AIR QUALITY ............................................................................................................. 20 IV. BIOLOGICAL RESOURCES ...................................................................................... 24 V. CULTURAL RESOURCES ......................................................................................... 26 VI. ENERGY..................................................................................................................... 27 VII. GEOLOGY AND SOILS ............................................................................................. 29 VIII. GREENHOUSE GAS EMISSIONS ............................................................................ 31 IX. HAZARDS AND HAZARDOUS MATERIALS ............................................................. 33 X. HYDROLOGY AND WATER QUALITY ..................................................................... 35 XI. LAND USE AND PLANNING...................................................................................... 37 XII. MINERAL RESOURCES ............................................................................................ 38 XIII. NOISE ......................................................................................................................... 38 XIV POPULATION AND HOUSING .................................................................................. 39 XV. PUBLIC SERVICES ................................................................................................... 39 XVI. RECREATION ............................................................................................................ 40 XVII. TRANSPORTATION .................................................................................................. 40 XVIII. TRIBAL CULTURAL RESOURCES ......................................................................... 46 XIX. UTILITIES AND SERVICE SYSTEMS ....................................................................... 48 XX. WILDFIRE................................................................................................................... 50 SECTION 3 III. MANDATORY FINDINGS OF SIGNIFICANCE 52 IV. PERSONS AND ORGANIZATIONS CONSULTED 53 V. REFERENCES 54 City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 3 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue SECTION 1 I. INTRODUCTION A. PURPOSE This document is a project level Initial Study for evaluation of potential environmental impacts resulting from a General Plan Amendment and Rezoning for a vacant 1.73-acre parcel at the southwest corner of West Nees Avenue and North San Pablo Avenue (Refer to Figures in Project Description attached to this Initial Study). In the future, the site will likely be developed with an 8,000-square-foot (sq. ft.) restaurant with a 2,500-square-foot (sq. ft.) single-tenant office however, no land use entitlements have been submitted for the site. Future uses may be subject to CEQA analysis at the time the application is submitted to the City. B. CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) REQUIREMENTS As defined by Section 15063 of the State of California Environmental Quality Act (CEQA) Guidelines , an Initial Study is prepared primarily to provide the Lead Agency with information to use as the basis for determining whether an Environmental Impact Report (EIR), Negative Declaration, or Mitigated Negative Declaration would be appropriate for providing the necessary environmental documentation and clearance for any proposed project. According to Section 15065, an EIR is deemed appropriate for a particular proposal if the following conditions occur: • The proposal has the potential to substantially degrade quality of the environment. • The proposal has the potential to achieve short-term environmental goals to the disadvantage of long-term environmental goals. • The proposal has possible environmental effects that are individually limited but cumulatively considerable. • The proposal could cause direct or indirect adverse effects on human beings. According to Section 15070(a), a Negative Declaration is deemed appropriate if the proposal would not result in any significant effect on the environment. According to Section 15070(b), a Mitigated Negative Declaration is deemed appropriate if it is determined that though a proposal could result in a significant effect, mitigation measures are available to reduce these significant effects to insignificant levels. This Initial Study is prepared in conformance with the California Environmental Quality Act of 1970, as amended (Public Resources Code, Section 21000 et. seq.); Section 15070 of the State Guidelines for Implementation of the California Environmental Quality Act of 1970, as amended (California Code of Regulations, Title 14, Chapter 3, Section 15000, et. seq.); applicable requirements of the City of Fresno; and the regulations, requirements, and procedures of any other responsible public agency or an agency with jurisdiction by law. The City of Fresno is designated the Lead Agency, in accordance with Section 15050 of the CEQA Guidelines. The Lead Agency is the public agency which has the principal responsibility for approving the necessary environmental clearances and analyses for any project in the City of Fresno. C. INTENDED USES OF INITIAL STUDY This Initial Study is an informational document which is intended to inform the City of Fresno decision makers, other responsible or interested agencies, and the general public of potential environmental City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 4 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue effects of the proposed applications. The environmental review process has been established to enable public agencies to evaluate environmental consequences and to examine and implement methods of eliminating or reducing any potentially adverse impacts. While CEQA requires that consideration be given to avoiding environmental damage, the Lead Agency and other responsible public agencies must balance adverse environmental effects against other public objectives, including economic and social goals. The Initial Study prepared for the project will be circulated for a period of 30 days for public and agency review and comments. At the conclusion, if comments are received, the City of Fresno Planning & Development Department will prepare a document entitled “Responses to Comments” which will be forwarded to any commenting entity and be made part of the record within 10-days of any project consideration. D. CONTENTS OF INITIAL STUDY This Initial Study is organized to facilitate a basic understanding of the existing setting and environmental implications of the proposed applications. SECTION 1 I. INTRODUCTION presents an introduction to the entire report. This section discusses the environmental process, scope of environmental review, and incorporation by reference documents. SECTION 2 II. ENVIRONMENTAL CHECKLIST FORM contains the City’s Environmental Checklist Form. The checklist form presents results of the environmental evaluation for the proposed applications and those issue areas that would have either a significant impact, potentially significant impact, or no impact. PROJECT SUMMARY, LOCATION AND EVIRONMENTAL SETTINGS describes the proposed project entitlements and required applications. A description of discretionary approvals and permits required for project implementation is also included. It also identifies the location of the project and a general description of the surrounding environmental settings. ENVIRONMENTAL ANALYSIS evaluates each response provided in the environmental checklist form. Each response checked in the checklist form is discussed and supported with sufficient data and analysis, as necessary. As appropriate, each response discussion describes and identifies specific impacts anticipated with project implementation. SECTION 3 III. MANDATORY FINDINGS presents Mandatory Findings of Significance in accordance with Section 15065 of the CEQA Guidelines. IV. PERSONS AND ORGANIZATIONS CONSULTED identifies those persons consulted and involved in preparation of this Initial Study and Negative Declaration. V. REFERENCES lists bibliographical materials used in preparation of this document. VI. FINDINGS SECTION 4 VII. RESPONSE TO COMMENTS (IF ANY) VIII. MITIGATION MONITORING & REPORTING PROGRAM (MMRP) (IF ANY) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 5 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue E. SCOPE OF ENVIRONMENTAL ANALYSIS For evaluation of environmental impacts, each question from the CEQA Environmental Checklist Form is summarized and responses are provided according to the analysis undertaken as part of the Initial Study. Impacts and effects will be evaluated and quantified, when appropriate. To each question, there are four possible responses, including: 1. No Impact: A “No Impact” response is adequately supported if the impact simply does not apply to the proposed applications. 2. Less Than Significant Impact: The proposed applications will have the potential to impact the environment. These impacts, however, will be less than significant; no additional analysis is required. 3. Less Than Significant with Mitigation Incorporated: This applies where incorporation of mitigation measures has reduced an effect from “Potentially Significant Impact” to a “Less Than Significant Impact”. 4. Potentially Significant Impact: The proposed applications could have impacts that are considered significant. Additional analyses and possibly an EIR could be required to identify mitigation measures that could reduce these impacts to less than significant levels. F. PROJECT LEVEL ENVIRONMENTAL ANALYSIS This Initial Study will be conducted under a project level analysis. Regarding mitigation measures, it is not the intent of this document to “overlap” or restate conditions of approval that are commonly established for future known projects or the proposed applications. Additionally, those other standard requirements and regulations that any development must comply with, that are outside the City’s jurisdiction, are also not considered mitigation measures and therefore, will not be identified in this document. G. TIERED DOCUMENTS AND INCORPORATION BY REFERENCE Information, findings, and conclusions contained in this document are based on incorporation by reference of tiered documentation, which are discussed in the following section. 1. Tiered Documents As permitted in Section 15152(a) of the CEQA Guidelines, information and discussions from other documents can be included into this document. Tiering is defined as follows: “Tiering refers to using the analysis of general matters contained in a broader EIR (such as the one prepared for a general plan or policy statement) with later EIRs and negative declarations on narrower projects; incorporating by reference the general discussions from the broader EIR; and concentrating the later EIR or negative declaration solely on the issues specific to the later project.” Tiering also allows this document to comply with Section 15152(b) of the CEQA Guidelines, which discourages redundant analyses, as follows: “Agencies are encouraged to tier the environmental analyses which they prepare for separate but related projects including the general plans, zoning changes, and development projects. This approach can eliminate repetitive discussion of the same issues and focus the later EIR or negative declaration on the actual issues ripe for decision at each level of environmental review. Tiering is appropriate when the sequence of analysis is from an EIR prepared for a general plan, policy or City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 6 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue program to an EIR or negative declaration for another plan, policy, or program of lesser scope, or to a site-specific EIR or negative declaration.” Further, Section 15152(d) of the CEQA Guidelines states: “Where an EIR has been prepared and certified for a program, plan, policy, or ordinance consistent with the requirements of this section, any lead agency for a later project pursuant to or consistent with the program, plan, policy, or ordinance should limit the EIR or negative declaration on the later project to effects which: (1) Were not examined as significant effects on the environment in the prior EIR; or (2) Are susceptible to substantial reduction or avoidance by the choice of specific revisions in the project, by the imposition of conditions, or other means.” 2. Incorporation by Reference Incorporation by reference is a procedure for reducing the size of EIRs/MND and is most appropriate for including long, descriptive, or technical materials that provide general background information, but do not contribute directly to the specific analysis of the project itself. This procedure is particularly useful when an EIR or Negative Declaration relies on a broadly-drafted EIR for its evaluation of cumulative impacts of related projects (Las Virgenes Homeowners Federation v. County of Los Angeles [1986, 177 Ca.3d 300]). If an EIR or Negative Declaration relies on information from a supporting study that is available to the public, the EIR or Negative Declaration cannot be deemed unsupported by evidence or analysis (San Francisco Ecology Center v. City and County of San Francisco [1975, 48 Ca.3d 584, 595]). This document incorporates by reference appropriate information from the “The Fresno General Plan Program Environmental Impact Report” prepared by LSA which was adopted by the City Council on September 30, 2021. When an EIR or Negative Declaration incorporates a document by reference, the incorporation must comply with Section 15150 of the CEQA Guidelines as follows: • The incorporated document must be available to the public or be a matter of public record (CEQA Guidelines Section 15150[a]). In March of 2020, the City of Fresno undertook and update of the Master Environmental Impact Report (MEIR) for the City of Fresno General Plan and Development Code Update. The MEIR was replaced by The Fresno General Plan Program Environmental Impact Report (PEIR) which was adopted by the City Council on September 30, 2021. The PEIR is available as it will be used to “tier” certain potential impacts and corresponding mitigation, along with this document, at the City of Fresno Planning and Development Department, 2600 Fresno Street, Room 3043, Fresno, California, 93721 (559) 621-8009. • The PEIR is available for inspection by the public at the City of Fresno Planning and Development Department, 2600 Fresno Street, Room 3043, Fresno, California, 93721 (559) 621-8009. • These documents must summarize the portion of the document being incorporated by reference or briefly describe information that cannot be summarized. Furthermore, these documents must describe the relationship between the incorporated information and the analysis in the tiered documents (CEQA Guidelines Section 15150[c]). As discussed above, the tiered EIRs address the entire project site and provide background and inventory information and data which apply to the project site. Incorporated information and/or data will be cited in the appropriate sections. City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 7 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue • These documents must include the State identification number of the incorporated documents (CEQA Guidelines Section 15150[d]). The State Clearinghouse Number for the Fresno General Plan Program Environmental Impact Report is SCH #2019050005. The material to be incorporated in this document will include general background information (CEQA Guidelines Section 15150[f]). This has been previously discussed in this document. City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 8 of 5350 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue SECTION 2 II. ENVIRONMENTAL CHECKLIST 1. Project Title: 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue 2. Lead Agency: City of Fresno Planning and Development Department 3. Contact Person and Phone Number: Chris Lang, Planner III, 559-621-8023 4. Address: 2600 Fresno Street, Third Floor, Room 3043, Fresno, CA 93721 5. E-mail: Chris.Lang@fresno.gov 6. Project Location: The Project is in northwest Fresno (Figure 1) on a single parcel (Assessor’s Parcel Number [APN] 303-630-21) approximately 1.73 acres in size at the southwest corner of West Nees Avenue and North San Pablo Avenue (Figure 2). 7. Project Sponsor's Name and Address: Mr. David Fansler Fansler Restaurant Group 7636 North Ingram Avenue, Suite 109 Fresno, CA 93711 8. General Plan Designation: Existing: High Density Residential 30-45 dwelling units/acre Proposed: Regional Mixed Use (RMX) 9. Zoning: Existing: High Density Multi-Family Residential RM-3 Proposed: Regional Mixed Use (RMX) 10. Description of Project: Mr. David Fansler is currently operating three restaurants in the City of Fresno and is contemplating construction of a new 8,000 sq. ft. restaurant with 2,500 sq. ft. of personal office space (i.e., the Project) on 1.73 acres at the northwest corner of West Nees Avenue and North San Pablo Avenue. The site is currently vacant and undeveloped. The parcel was purchased from the Villagio Shopping Center, LLC and was originally part of that commercial development which is immediately to the east. The project site was previously zoned C-P and the Villaigio Shopping Center was zoned C-M. Note that the restaurant and office use are only contemplated uses and no land use entitlements have been submitted for the site to date. 11. Surrounding Land Uses and Setting: The Project is located on the south side of West Nees Avenue and is bordered by North San Pablo Avenue and the Villagio Shopping Center on the east. A multi- family residential apartment complex (Windscape Apartments) borders the site to the west and south. Curb and gutter are installed on the east and sidewalk is present on the north. A block wall surrounds the site on the west and south. A row of trees lines the western border of the site but is located on the adjacent property. Overhead light poles line West Nees Avenue. A high voltage electrical transmission tower and with high voltage lines extends along the western portion of the site. The main source of noise in the area is traffic along West Nees Avenue. The Shopping Center and the neighboring apartment complex have lighting throughout. 12. Other public agencies whose approval is required (e.g., permits, financing approval, or participation agreement.): San Joaquin Valley Air Pollution Control District (SJVAPCD), City of Fresno Planning Commission (PC), Fresno Metropolitan Flood Control District (FMFCD), Fresno County Environmental Health, Department of Public Works; Department of Public Utilities; Regional Water Quality Control Board. City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 9 of 55 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue 13. Have California Native American tribes traditionally and culturally affiliated with the project area requested consultation pursuant to Public Resources Code section 21080.3.1? The State requires lead agencies to consider the potential effects of proposed projects and consult with California Native American tribes during the local planning process for the purpose of protecting Traditional Tribal Cultural Resources through the California Environmental Quality Act (CEQA) Guidelines. Pursuant to PRC Section 21080.3.1, the lead agency shall begin consultation with the California Native American tribe that is traditionally and culturally affiliated with the geographical area of the proposed project. Consultation early in the CEQA process allows tribal governments, lead agencies, and project proponents to discuss the level of environmental review necessary to identify and address potential adverse impacts to tribal cultural resources and reduce the potential for delay and conflict in the environmental review process. (See PRC Section 21083.3.2.) Information may also be available from the California Native American Heritage Commission’s (NAHC’s) Sacred Lands File per Public Resources Section (PRC) Section 5097.96 and the California Historical Resources Information System (CHRIS) administered by the California Office of Historic Preservation. Note: PRC Section 21082.3(c) contains provisions specific to confidentiality. Pursuant to Assembly Bill 52 (AB 52), the Table Mountain Rancheria Tribe and the Dumna Wo Wah were invited to consult under AB 52. If so, has consultation begun? Yes. The City of Fresno mailed notices regarding the project to both tribes on December 8, 2020 which included the required 30-day time period for tribes to request consultation. Following closure of the 30-day comment period on January 7, 2021, City staff confirmed that no responses were received (Lang, pers. comm., 2021). City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 10 of 55 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue ENVIRONMENTAL FACTORS POTENTIALLY AFFECTED: The environmental factors checked below would be potentially affected by this project, involving at least one impact that is a "Potentially Significant Impact" as indicated by the checklist on the following pages. Aesthetics Agriculture/Forestry Resources Air Quality Biological Resources Cultural Resources Energy Geology/Soils Greenhouse Gas Emissions Hazards and Hazardous Materials Hydrology/Water Quality Land Use/Planning Mineral Resources Noise Population/Housing Public Services Recreation Transportation Tribal Cultural Resources Utilities/Service Systems Wildfire Mandatory Findings of Significance DETERMINATION (To be completed by the Lead Agency) on the basis of this initial evaluation: Found that the proposed project COULD NOT have a significant effect on the environment, and a NEGATIVE DECLARATION will be prepared. Found that although the proposed project could have a significant effect on the environment, there will not be a significant effect in this case because revisions in the project have been made by or agreed to by the project proponent. A MITIGATED NEGATIVE DECLARATION will be prepared. Found that the proposed project MAY have a significant effect on the environment, and an ENVIRONMENTAL IMPACT REPORT is required. Found that the proposed project MAY have a "potentially significant impact" or "potentially significant unless mitigated" impact on the environment, but at least one effect 1) has been adequately analyzed in an earlier document pursuant to applicable legal standards, and 2) has been addressed by mitigation measures based on the earlier analysis as described on attached sheets. An ENVIRONMENTAL IMPACT REPORT is required, but it must analyze only the effects that remain to be addressed. Found that although the proposed project could have a significant effect on the environment, because all potentially significant effects (a) have been analyzed adequately in an earlier EIR or NEGATIVE DECLARATION pursuant to applicable standards, and (b) have been avoided or mitigated pursuant to that earlier EIR or NEGATIVE DECLARATION, including revisions or mitigation measures that are imposed upon the proposed project, nothing further is required. Chris Lang, Planner III Date 7/29/22 City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 11 of 55 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue EVALUATION OF ADDITIONAL ENVIRONMENTAL IMPACTS NOT ASSESSED IN THE PROGRAM ENVIRONMENTAL IMPACT REPORT (PEIR): 1.For purposes of this Initial Study, the following answers have the corresponding meanings: a.“No Impact” means the subsequent project will not cause any additional significant effect related to the threshold under consideration which was not previously examined in the PEIR. b.“Less Than Significant Impact” means there is an impact related to the threshold under consideration that was not previously examined in the PEIR, but that impact is less than significant. c.“Less Than Significant with Mitigation Incorporation” means there is a potentially significant impact related to the threshold under consideration that was not previously examined in the PEIR, however, with the mitigation incorporated into the project, the impact is less than significant. d.“Potentially Significant Impact” means there is an additional potentially significant effect related to the threshold under consideration that was not previously examined in the PEIR. 2.A brief explanation is required for all answers except "No Impact" answers that are adequately supported by the information sources a lead agency cites in the parentheses following each question. A "No Impact" answer is adequately supported if the referenced information sources show that the impact simply does not apply to projects like the one involved (e.g., the project falls outside a fault rupture zone). A "No Impact" answer should be explained where it is based on project-specific factors as well as general standards (e.g., the project will not expose sensitive receptors to pollutants, based on a project specific screening analysis). 3.All answers must take account of the whole action involved, including off-site as well as on-site, cumulative as well as project-level, indirect as well as direct, and construction as well as operational impacts. 4.Once the lead agency has determined that a particular physical impact may occur, then the checklist answers must indicate whether the impact is potentially significant, less than significant with mitigation, or less than significant. "Potentially Significant Impact" is appropriate if there is substantial evidence that an effect may be significant. If there are one or more "Potentially Significant Impact" entries when the determination is made, an EIR is required. 5."Negative Declaration: Less Than Significant With Mitigation Incorporated" applies where the incorporation of mitigation measures has reduced an effect from "Potentially Significant Impact" to a "Less Than Significant Impact." The lead agency must describe the mitigation measures, and briefly explain how they reduce the effect to a less than significant level (mitigation measures from Attachment C, “PEIR Mitigation Measure Monitoring Checklist for EA No. P19-05950” may be cross-referenced). 6.Earlier analyses may be used where, pursuant to the tiering, program EIR or other CEQA process, an effect has been adequately analyzed in an earlier EIR or negative declaration. Section 15063(c)(3)(D). In this case, a brief discussion should identify the following: a.Earlier Analysis Used. Identify and state where they are available for review. b.Impacts Adequately Addressed. Identify which effects from the above checklist were within the scope of and adequately analyzed in the PEIR or another earlier document pursuant to applicable legal standards, and state whether such effects were addressed by mitigation measures based on the earlier analysis. c.Mitigation Measures. For effects that are "Less than Significant with Mitigation Measures Incorporated," describe the mitigation measures which were incorporated or refined from the earlier document and the extent to which they address site-specific conditions for the project. City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 12 of 55 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue 7. Lead agencies are encouraged to incorporate into the checklist references to information sources for potential impacts (e.g., general plans, zoning ordinances). Reference to a previously prepared or outside document should, where appropriate, include a reference to the page or pages where the statement is substantiated. 8. Supporting Information Sources: A source list should be attached, and other sources used, or individuals contacted should be cited in the discussion. 9. This is only a suggested form, and lead agencies are free to use different formats; however, lead agencies should normally address the questions from this checklist that are relevant to a project's environmental effects in whatever format is selected. 10. The explanation of each issue should identify: a. The significance criteria or threshold, if any, used to evaluate each question; and b. The mitigation measure identified, if any, to reduce the impact to less than significance. City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 13 of 55 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue PROJECT SUMMARY A. Project Location: The Project under contemplation is located in northwest Fresno (Figure 1) on a single vacant parcel (APN 303-630-21) approximately 1.73 acers in size bordered by West Nees Avenue on the north and West San Pablo Avenue and the Villagio Shopping Center on the east. A multi-family apartment complex (Windscape Apartments) borders the site to the west and south. B. Project Summary: The Project is to allow a General Plan Amendment from High Density Residential 30-45 D.U./acre to Regional Mixed Use (RMX) general plan designation and rezone from High Density Multi-Family Residential RM-3 to Regional Mixed Use (RMX) zoning. This document is a project-level Initial Study for evaluation of potential environmental impacts resulting from a General Plan Amendment and Rezone for a vacant 1.73-acre parcel at the southwest corner of West Nees Avenue and North San Pablo Avenue (Refer to Figures in Project Description attached to this Initial Study). In the future, the site will likely be developed with an 8,000-square-foot (sq. ft.) restaurant with a 2,500-square-foot (sq. ft.) single-tenant office, however, no land use entitlements have been submitted for the site. Future uses will be subject to CEQA analysis at the time an application is submitted to the City. Parking The Project would meet all parking requirements and standards applicable to the RMX zone and specific uses when they are known. Hours of Operation The hours of operation are known at this time. However, the hours would be consistent with applicable City of Fresno rules and regulations. Staffing Unknown. Utilities Gas & Electricity The Project site is within the service area of Pacific Gas & Electric (PG&E). Both gas and electric are present along Nees Avenue and overhead. Telecommunications Telecommunications from local providers are available to serve the site. Water Water treatment and distribution is provided by the City of Fresno. The site would be served with municipal water from the City of Fresno. Existing water infrastructure is proximate to the site would be connected/expanded, as necessary. Wastewater Wastewater treatment and conveyance is provided by the City of Fresno. The site would be served with municipal wastewater from the City of Fresno. Existing wastewater infrastructure is proximate to the site infrastructure would be connected/expanded, as necessary. City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 14 of 55 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue Storm Drainage The Fresno Metropolitan Flood Control District (FMFCD) provides storm drainage throughout the City of Fresno. The Project would pay fees and connect to the FMFC infrastructure to convey stormwater flows off the site. Permits and Approvals General Plan Amendment Approval - From High Density Residential 30-45 D.U./acre to Regional Mixed Use (RMX) Rezone Approval – From High Density Multi-Family Residential (RM-3) to Regional Mixed Use (RMX) A future City of Fresno land use permit to allow a restaurant and office or other land use request. Grading Permit Construction Permits C. Environmental Setting: The Project is within the City of Fresno in the northwest portion of the City in the Bullard Community Plan. The site is in an urban setting surrounded by multi-family residential and commercial uses. The site within the High Quality Transit Area with access to a Bus Rapid Transit (BRT) stop at the northwest corner of East Nees Avenue and North Blackstone Avenues. Another Fresno Area Express (FAX) stop is approximately 350 feet to the northwest of the site. The site is within the green area (i.e., area with less than 14.0 VMT per capita) of the recently adopted CEQA Guidelines for Vehicles Miles Traveled Thresholds (City of Fresno 2020b) and within the half mile buffer of the VMT Transit Map prepared for the City of Fresno Vehicle Miles Traveled (VMT) evaluation policies. D. Analysis: The Project is requesting a General Plan Amendment and Rezone to amend the existing land use designation and zoning. The land use designation would be amended from High-Density (30 to 45 units) to Regional Mixed Use (RMX). Existing zoning of High-Density Multi-Family Residential (RM-3) to Regional Mixed Use (RMX) zone. No net loss of planned multi-family density would occur as a result of the Project. E. General Plan Consistency: The Project under contemplation is not consistent with the existing land use and zoning and will require a General Plan Amendment and Rezone as described above. The Project is approximately .5 mile east of Blackstone Avenue. Blackstone Avenue is considered a transit corridor as the Fresno Area Express (FAX) rapid transit system operates along Blackstone Avenue. The Project is within the Focused Infill Overlay District. The purpose of the Focused Infill (FI) Overlay District is to facilitate more intensive development of parcels with MX, CMS, or CR zoning at strategic points along transportation corridors in order to support transit use, housing production, and economic revitalization. The parcel has been by-passed and its development would serve as infill consistent with the City’s economic policies for revitalization efforts. The General Plan Amendment and Rezone would create consistency of the Project within the Focused Infill Overlay District by developing a vacant infill site. City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 15 of 55 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue Figure 1 Project Location Map City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 16 of 5350 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue Project Location Figure 3 Development Permit Site Plan Source: Paul Halajian Architects 2020. Figure 2 Aerial of Project Site and Vicinity Project Site Villagio Shopping Center Pismo’s Multi-Family Residential (Windscape Apartments) Multi-Family Residential (Windscape Apartments) Multi-Family Residential West Nees Avenue City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 17 of 5350 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue EVALUATION OF ENVIRONMENTAL IMPACTS: 1) A brief explanation is required for all answers except "No Impact" answers that are adequately supported by the information sources a lead agency cites in the parentheses following each question. A "No Impact" answer is adequately supported if the referenced information sources show that the impact simply does not apply to projects like the one involved (e.g., the project falls outside a fault rupture zone). A "No Impact" answer should be explained where it is based on project-specific factors as well as general standards (e.g., the project will not expose sensitive receptors to pollutants, based on a project-specific screening analysis). 2) All answers must take account of the whole action involved, including off-site as well as on-site, cumulative as well as project-level, indirect as well as direct, and construction as well as operational impacts. 3) Once the lead agency has determined that a particular physical impact may occur, then the checklist answers must indicate whether the impact is potentially significant, less than significant with mitigation, or less than significant. "Potentially Significant Impact" is appropriate if there is substantial evidence that an effect may be significant. If there are one or more "Potentially Significant Impact" entries when the determination is made, an EIR is required. 4) "Negative Declaration: Less Than Significant With Mitigation Incorporated" applies where the incorporation of mitigation measures has reduced an effect from "Potentially Significant Impact" to a "Less Than Significant Impact." The lead agency must describe the mitigation measures, and briefly explain how they reduce the effect to a less than significant level (mitigation measures from "Earlier Analyses," as described in (5) below, may be cross-referenced). 5) Earlier analyses may be used where, pursuant to the tiering, program EIR, or other CEQA process, an effect has been adequately analyzed in an earlier EIR or negative declaration. Section 15063(c)(3)(D). In this case, a brief discussion should identify the following: a) Earlier Analysis Used. Identify and state where they are available for review. b) Impacts Adequately Addressed. Identify which effects from the above checklist were within the scope of and adequately analyzed in an earlier document pursuant to applicable legal standards, and state whether such effects were addressed by mitigation measures based on the earlier analysis. c) Mitigation Measures. For effects that are "Less than Significant with Mitigation Measures Incorporated," describe the mitigation measures which were incorporated or refined from the earlier document and the extent to which they address site-specific conditions for the project. 6) Lead agencies are encouraged to incorporate into the checklist references to information sources for potential impacts (e.g., general plans, zoning ordinances). Reference to a previously prepared or outside document should, where appropriate, include a reference to the page or pages where the statement is substantiated. 7) Supporting Information Sources: A source list should be attached, and other sources used or individuals contacted should be cited in the discussion. 8) This is only a suggested form, and lead agencies are free to use different formats; however, lead agencies should normally address the questions from this checklist that are relevant to a project's environmental effects in whatever format is selected. 9) The explanation of each issue should identify: a) the significance criteria or threshold, if any, used to evaluate each question; and b) the mitigation measure identified, if any, to reduce the impact to less than significance. Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 18 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue I. AESTHETICS Would the project: a) Have a substantial adverse effect on a scenic vista or scenic highway? No Impact. The Project is located within an urban area. The site fronts on West Nees Avenue, a Super Arterial, but not a scenic highway. The area is characterized by multi-family residential apartments (to the west, south and on the north side of West Nees Avenue) and regional shopping (i.e., the Villagio Shopping Center to the east). The Sierras are visible to the east, but the Project would not adversely affect these views. No architectural plans for the proposed use have been developed. The existing Pismo’s Restaurant is approximately 350 feet to the west of the Project site. The Project is anticipated to be of similar scale and represents a continuation of the Villagio Shopping Center. The Project would be designed in accordance with the standards and requirements of the Regional Mixed-Use zoning designation and would therefore be compatible in scale and design with existing development. Therefore, the Project would have no impact on a scenic vista or a scenic highway. Development of the site has been contemplated in various plans and environmental documents prepared by the City for those plans. b) Substantially damage scenic resources, including, but not limited to trees, rock outcroppings, and historic buildings within a state scenic highway? No Impact. The Project is in northwest Fresno in a highly developed urban area. The Project site is surrounded by development. The site is currently vacant but has been tilled to remove weeds and vegetation. There are no trees, rock outcroppings or historic buildings on the site, nor is the site within a state scenic highway. No impact would occur. Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 19 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue c)In nonurbanized areas, substantially degrade the existing visual character or quality of public views of the site and its surroundings? (Public views are those that are experienced from publicly accessible vantage point). If the project is in an urbanized area, would the project conflict with applicable zoning and other regulations governing scenic quality? No Impact. As previously noted, the Project is in an urban area in northwest Fresno. The Project would improve the aesthetic of the area from a vacant lot to a restaurant/office consistent in size and scale with the existing Villagio Shopping Center. The Project would include landscaping (in accordance with state and local water conservation guidelines) and lighting consistent with City standards. Future signage will be installed per City standards. If the General Plan Amendment and Rezone are approved, the Project will be consistent with City of Fresno General Plan. d)Create a new source of substantial light or glare which would adversely affect day or nighttime views in the area? Less than Significant Impact. Any project will require exterior lighting, signage, and parking lot lighting. Overhead lights are required to be directed downward to avoid light spillage on to adjacent properties. This is consistent with the intent of PEIR Mitigation Measure AES-4.1 (Lighting for Street and Parking Areas. Lighting systems for street and parking areas shall include shields to direct light to the roadway surfaces and parking areas. Vertical shields on the light fixtures shall also be used to direct light away from adjacent light sensitive land uses such as residences.) [Attachment C]). In addition, all site lighting will be designed in accordance with the standards of the City of Fresno Department of Public Works and hood/directed so as not to annoy the apartments located to the south and west. Compliance with City lighting standards will ensure that the Project would not create a new source of substantial light or glare which would affect day or nighttime views in the area. Therefore, light and glare impacts of the Project are considered less than significant, and the Project would not result in any aesthetic impacts beyond those analyzed in PEIR SCH No. 2019050005. Ministerial development standards will require the site to be landscaped which will further assist in reducing aesthetic impacts. II.AGRICULTURE AND FORESTRY RESOURCES In determining whether impacts to agricultural resources are significant environmental effects, lead agencies may refer to the California Agricultural Land Evaluation and Site Assessment Model (1997) prepared by the California Department of Conservation as an optional model to use in assessing impacts on agriculture and farmland. In determining whether impacts to forest resources, including timberland, are significant environmental effects, lead agencies may refer to information compiled by the California Department of Forestry and Fire Protection regarding the state’s inventory of forest land, including the Forest and Range Assessment Project and the Forest Legacy Assessment project; and forest carbon measurement methodology provided in Forest Protocols adopted by the California Air Resources Board. Would the project: Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 20 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue a) Convert Prime Farmland, Unique Farmland, or Farmland of Statewide Importance (Farmland), as shown on the maps prepared pursuant to the Farmland Mapping and Monitoring Program of the California Resources Agency, to non-agricultural use? No Impact. The Project is within northwest Fresno. The site and surrounding area are designated as Urban and Built-Up Land on the California Important Farmland Map (DOC 2020). No farmland is within the City limits. The Project would not convert any farmland pursuant to the Farmland Mapping and Monitoring Program of the California Resources Agency to a non-agricultural use. No impact would occur. b) Conflict with existing zoning for agricultural use, or a Williamson Act Contract? No Impact. As noted under item “a” above, the Project is located within northwest Fresno. The Project is requesting a General Plan Amendment and Rezone from a residential use (High-Density Residential) to RMX (Regional Mixed Use). No Williamson Act Contracts are in place on the Project site or adjacent lands. Therefore, the Project would not conflict with zoning for agricultural use or a Williamson Act Contract. No impact would occur. c) Conflict with existing zoning for, or cause rezoning of, forest land (as defined in Public Resources Code section 12220(g)), timberland (as defined by Public Resources Code section 4526), or timberland zoned Timberland Production (as defined by Government Code Section 51104(g))? No Impact. The Project site is an infill parcel in an urban area. The City of Fresno Zoning Map does not have any lands zoned forest or timberland. Thus, no impact would occur regarding conflicts with existing zoning for forest lands, timberlands, or timberland zoned Timberland Production (City of Fresno 2020a). d) Result in the loss of forest land or conversion of forest land to non-forest use? No Impact. No forest lands are within the City of Fresno. The Project would not result in the loss of forest land or conversion of forest land to non-forest use. Therefore, no impact is identified for this issue area. e) Involve other changes in the existing environment which, due to their location or nature, could result in conversion of Farmland, to non-agricultural use or conversion of forest land to non-forest use? No Impact. Refer to items “b)”, “c)” and “d)” above. The Project would not result in any agriculture and forestry resource environmental impacts beyond those analyzed in PEIR SCH No. 2019050005. III. AIR QUALITY Where available, the significance criteria established by the applicable air quality management or air pollution control district may be relied upon to the following determinations. Would the Project: Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 21 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue a) Conflict with or obstruct implementation of the applicable air quality plan? Less than Significant Impact. The Project is an 8,000 sq. ft. restaurant with a 2,500 sq. ft. office space. Based on the size of the Project (1.73 acres), construction air emissions would be limited. The restaurant does not meet the square footage necessary (9,000 sq. ft.) to require an Air Quality Impact Analysis For these reasons, the Project would not conflict with or obstruct implementation of any applicable air quality plan during either construction or operation. The future restaurant and office must comply with ministerial air quality design, construction and operational requirements, proven to be effective in reducing potential air quality impacts to a less than significant level. b) Result in a cumulatively considerable net increase of any criteria pollutant for which the project region is non-attainment under an applicable federal or state ambient air quality standard? Less than Significant Impact. By its very nature, air pollution is largely a cumulative impact. No single project is sufficient in size, by itself, to result in nonattainment of ambient air quality standards. Instead, a project’s individual emissions contribute to existing cumulatively significant adverse air quality impacts. If a project’s individual emissions exceed its identified significance thresholds, the project would be cumulatively considerable. Projects that do not exceed significance thresholds would not be considered cumulative considerable. A portion of the Project’s air quality impacts are attributable to construction activities with the majority of long-term air quality impacts attributed to operation of motor vehicles traveling to and from the site. Construction-generated emissions are short-term and of temporary duration, occurring only during construction. Based on the size of the Project (1.73 acres), construction-generated emissions would not exceed SJVAPCD significance thresholds. While the Project has not yet been designed and no construction date established, construction activities would be limited to a number of months (e.g. 6 to months) and the Project would be required to implement standard Best Management Practices (e.g. dust control, use of late-model construction equipment, etc.). Therefore, criteria pollutant emissions generated during Project construction would not result in a violation of air quality standards. As discussed under item a) above, implementation of the Project would result in long-term operational emissions, predominantly generated by motor vehicle use. The Project would be subject to Rule 9510 (Indirect Source Review) which has the objective of reducing emissions of NOx and PM10 during construction and operation. The Project would be required to consult with the SJVAPCD regarding the specific applicability of Rule 9510 in relation to Project operations. As operations- generated emissions would not exceed SJVAPCD significance thresholds and compliance with Rule 9510 is mandatory, criteria pollutant emissions generated during Project operations would not result in a violation of air quality standards. VMT screening prepared by Ambarish Mukherjee, P.E., AICP of LSA Associates (refer to Attachment B to this document) indicates the Project will comply with the City of Fresno vehicle miles traveled reduction targets. Figure 4 of the CEQA Guide for Vehicle Miles Traveled Thresholds for the City of Fresno (see page 45 of this document) depicts transit priority areas within Fresno including high‐ quality transit areas (within 0.5 mile of a major transit stop) served by the Fresno Area Express (FAX) with service intervals of 15 minutes or less. The Project site is within 0.5 of Blackstone Avenue which Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 22 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue is a major transit stop. Based on the Project’s location, it meets the screening criteria and impacts to an applicable air quality standard are considered less than significant. c) Expose sensitive receptors to substantial pollutant concentrations? Less than Significant Impact. Sensitive receptors are defined as facilities or land uses that include members of the population that are particularly sensitive to the effects of air pollutants, such as children, the elderly, and people with illnesses. Examples of these sensitive receptors are residences, schools, hospitals, and daycare centers. The California Air Resources Board (CARB) has identified the following groups of individuals as the most likely to be affected by air pollution: the elderly over 65, children under 14, athletes, and persons with cardiovascular and chronic respiratory diseases such as asthma, emphysema, and bronchitis. The Project is bordered by multi-family apartment units on the east and south. An existing 8-foot solid wall borders the site on the east and south and would provide protection from short-term dust. Once operational, the Project would have a minimal impact on air quality. Ozone The health effects associated with O3 are generally associated with reduced lung function. Because the Project would not involve construction activities that would result in O3 precursor emissions (ROG or NOx) in excess of the SJVAPCD thresholds, the Project is not anticipated to substantially contribute to regional O3 concentrations and the associated health impacts. Carbon Monoxide CO tends to be a localized impact associated with congested intersections. In terms of adverse health effects, CO competes with oxygen, often replacing it in the blood, reducing the blood’s ability to transport oxygen to vital organs. The results of excess CO exposure can include dizziness, fatigue, and impairment of central nervous system functions. The Project would not involve construction activities that would result in CO emissions in excess of the SJVAPCD thresholds. Thus, the Project’s CO emissions would not contribute to the health effects associated with this pollutant. Particulate Matter Particulate matter (PM10 and PM2.5) contains microscopic solids or liquid droplets that are so small that they can get deep into the lungs and cause serious health problems. Based on the size of the Project, it would not generate emissions of PM10 or PM2.5 that would exceed the SJVAPCD’s thresholds. Additionally, the Project would be required to comply with SJVAPCD Regulation VIII Fugitive PM10 Prohibition described above, which limits the amount of fugitive dust generated during construction. Accordingly, the Project’s PM10 and PM2.5 emissions are not expected to cause any increase in related regional health effects for these pollutants. In summary, the Project would not result in a potentially significant contribution to regional concentrations of nonattainment pollutants and would not result in a significant contribution to the adverse health impacts associated with those pollutants. Project Operations Operation of the Project would not result in the development of any substantial sources of air toxics. There are no stationary sources associated with the operations of the Project. The Project is not Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 23 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue anticipated to have a drive-thru that would not attract mobile sources that spend long periods queuing and idling at the site. Thus, the Project would not be a source of Toxic Air Contaminant (TAC) concentrations during operations. Naturally Occurring Asbestos Another potential air quality issue associated with construction-related activities is the airborne entrainment of asbestos due to the disturbance of naturally occurring asbestos-containing soils. The Project is not located within an area designated by the State of California as likely to contain naturally occurring asbestos (Department of Conservation [DOC] 2000). As a result, construction-related activities would not be anticipated to result in increased exposure of sensitive land uses to asbestos. Valley Fever Coccidioidomycosis (CM), often referred to as San Joaquin Valley Fever or Valley Fever, is one of the most studied and oldest known fungal infections. Valley Fever most commonly affects people who live in hot dry areas with alkaline soil and varies with the season. This disease, which affects both humans and animals, is caused by inhalation of arthroconidia (spores) of the fungus Coccidioides immitis (CI). CI spores are found in the top few inches of soil and the existence of the fungus in most soil areas is temporary. Valley fever is found in California and is endemic to Fresno County. When soil containing this fungus is disturbed by activities such as digging or grading, by vehicles raising dust, or by the wind, the fungal spores become airborne. When people breathe the spores into their lungs, they may get valley fever. Ground-disturbing activities can be partially mitigated through the control of Project-generated dust. As previously noted under items a) and b) above, Project-generated dust would be controlled by adhering to SJVAPCD dust-reducing measures (Regulation VIII Fugitive PM10 Prohibition), which includes the preparation of a SJVAPCD- approved dust control plan describing all fugitive dust control measures that are to be implemented before, during, and after any dust-generating activity. With minimal site grading and conformance with SJVAPCD Regulation VIII, dust from the construction of the Project would not add significantly to the existing exposure level of people to this fungus, including construction workers. Carbon Monoxide Hot Spots It has long been recognized that CO exceedances are caused by vehicular emissions, primarily when idling at intersections. Concentrations of CO are a direct function of the number of vehicles, length of delay, and traffic flow conditions. Under certain meteorological conditions, CO concentrations close to congested intersections that experience high levels of traffic and elevated background concentrations may reach unhealthy levels, affecting nearby sensitive receptors. Given the high traffic volume potential, areas of high CO concentrations, or “hot spots,” are typically associated with intersections that are projected to operate at unacceptable levels of service during the peak commute hours. However, transport of this criteria pollutant is extremely limited, and CO disperses rapidly with distance from the source under normal meteorological conditions. Furthermore, vehicle emissions standards have become increasingly more stringent in the last 20 years. Currently, the CO standard in California is a maximum of 3.4 grams per mile for passenger cars (requirements for certain vehicles are more stringent). With the turnover of older vehicles, introduction of cleaner fuels, and implementation of control technology on industrial facilities, CO concentrations in the Project vicinity have steadily declined. Accordingly, with the steadily decreasing CO emissions from vehicles, even very busy intersections do not result in exceedances of the CO standard. According to the Traffic Impact Assessment Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 24 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue prepared for the Project (PEG 2020) (Attachment A), the Project is anticipated to generate approximately 940 daily trips on average. Because the Project would not generate traffic significant traffic volumes at any intersection, there is no likelihood of the Project traffic exceeding CO values. In addition, VMT screening indicates the Project will comply with the City of Fresno vehicle miles traveled reduction targets. The Project would have less than significant impact regarding exposing sensitive receptors to substantial pollutant concentrations. d)Result in other emissions (such as those leading to odors) adversely affecting a substantial number of people? Less than Significant Impact. Odors are typically regarded as an annoyance rather than a health hazard. During construction, the Project presents the potential for generation of objectionable odors in the form of diesel exhaust in the immediate vicinity of the site. However, these emissions are short term in nature and will rapidly dissipate and be diluted by the atmosphere downwind of the emission sources. Additionally, odors would be localized and generally confined to the construction area. Project Operations Land uses commonly considered to be potential sources of obnoxious odorous emissions include agriculture (farming and livestock), wastewater treatment plants, food processing plants, chemical plants, composting facilities, refineries, landfills, dairies, and fiberglass molding. Overall, the Project would not generate any long-term odors that would adversely impact a substantial number of people. Ministerial permits and operational requirements will assure odors do not impact any nearby properties. Therefore, this impact is considered less than significant. IV.BIOLOGICAL RESOURCES Would the project: a)Have a substantial adverse effect, either directly or through habitat modifications, on any species identified as a candidate, sensitive, or special status species in local or regional plans, policies or regulations, or by the California Department of Fish and Wildlife or U.S. Fish and Wildlife Service? Less than Significant Impact. The Project is in an urban setting in northwest Fresno. The site is vacant, highly disturbed bare dirt and surrounded by development. As such, it does not have any natural habitat that would serve to attract candidate, sensitive or special status species. Therefore, the Project would have no impact on any species identified as a candidate, sensitive or special status species. While no tree removal is required, there are a number of trees immediately to the west of the Project site. If construction occurs during nesting season, there is potential to harm nesting birds and a pre-construction survey would be required as specified in PEIR Mitigation Measure BIO-1.4 (Attachment C). PEIR Mitigation Measure BIO-1.4: Proposed projects within the Planning Area should avoid, if possible, construction within the general nesting season of February through August for avian species protected under Fish and Game Code 3500 and the Migratory Bird Treaty Act (MBTA), if it is determined that suitable nesting habitat occurs on a project site. If construction cannot avoid the nesting season, a pre‐construction clearance survey shall be conducted by a qualified biologist to determine if any nesting birds or nesting activity is observed on or within 500‐feet of a project site. If Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 25 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue an active nest is observed during the survey, a biological monitor shall be on site to ensure that no proposed project activities would impact the active nest. A suitable buffer shall be established around the active nest until the nestlings have fledged and the nest is no longer active. Project activities may continue in the vicinity of the nest only at the discretion of the biological monitor. Prior to commencement of grading activities and issuance of any building permits, the Director of the City of Fresno Planning and Development Department, or designee, shall verify that all proposed project grading and construction plans include specific documentation regarding the requirements of the Migratory Bird Treaty Act (MBTA) and California Fish and Game Code Section 3503, that preconstruction surveys have been completed and the results reviewed by staff, and that the appropriate buffers (if needed) are noted on the plans and established in the field. Specific mitigation measures for direct or incidental impacts to avian species protected under Fish and Game Code 3500 and the Migratory Bird Treaty Act (MBTA) shall be determined on a case-by-case basis through agency consultation during the review process for discretionary projects, and shall be consistent with survey protocols and mitigations measures recommended by the agency at the time of consultation. With PEIR mitigation measure BIO-1.4 incorporated, the Project will not result in any biological resource impacts beyond those analyzed in PEIR SCH No. 2019050005. This impact is considered less than significant. b) Have a substantial adverse effect on any riparian habitat or other sensitive natural community identified in local or regional plans, policies, regulations, or by the California Department of Fish and Wildlife or U.S. Fish and Wildlife Service? No Impact. The Project site is in an urban setting in northwest Fresno. The site is highly disturbed, surrounded by development and is does not have any riparian habitat or other sensitive natural community within its boundaries. Therefore, the Project would have no impact on any riparian habitat or other sensitive natural community. c) Have a substantial adverse effect on federally protected wetlands as defined by Section 404 of the Clean Water Act (including, but not limited to, marsh, vernal pool, coastal, etc.) through direct removal, filling, hydrological interruption, or other means? No Impact. As discussed under items a) and b) above, the Project site is in an urban setting in northwest Fresno. The site is highly disturbed, surrounded by development and does not have any wetlands present. No impact would occur to a federally protected wetland. d) Interfere substantially with the movement of any resident or migratory fish or wildlife species or with established native resident or migratory wildlife corridors, or impede the use of native wildlife nursery sites? No Impact. Wildlife corridors are linear features that connect large patches of natural open space and provide avenues for the migration of animals. The Project site is in northwest Fresno. The site is surrounded by urban uses including West Nees Avenue immediately to the north. There is no Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 26 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue natural open space on or in the immediate vicinity of the site. As such, the Project site does not serve as an important wildlife corridor or habitat linkage for larger mammals and species that are limited to native habitats. Therefore, no impact regarding interfering with the movement of wildlife would occur. e)Conflict with any local policies or ordinance protecting biological resource, such as a tree preservation policy or ordinance? Less than Significant Impact. As discussed under item a) above, the Project site is completely disturbed bare dirt and within an urban setting. There are no trees or vegetation on the site thus the Tree Preservation Policy (FMC Section 13-305) does not apply to the site. Therefore, no impact would occur with regard to conflicting with any policy or City ordinance protecting a biological resource. f)Conflict with the provisions of an adopted Habitat Conservation Plan, Natural Community Conservation Plan, or other approved local, regional, or state habitat conservation plan? No Impact. The City of Fresno is not within an adopted Habitat Conservation Plan, Natural Community Conservation Plan or other approved local, regional, or state habitat conservation plan. No impact would occur. V.CULTURAL RESOURCES Would the project: a)Cause a substantial adverse change in the significance of a historical resource as defined in §15064.5? No Impact. The Project site is in an urban setting in northwest Fresno. The site does not have any structures. Given the vacant condition of the site, no impact to a historical resource would occur in association with the Project. b)Cause a substantial adverse change in the significance of an archaeological resource pursuant to §15064.5? No Impact. The Project site is in an urban setting in northwest Fresno. The site has been disturbed and the surrounding area is developed. Given the disturbed conditions, no impact to an archaeological resource would occur in association with the Project. However, if previously unknown resources are encountered during construction, PEIR Mitigation Measure CUL-1.1 shall be implemented (Attachment C): PEIR Mitigation Measure CUL-1.1: If previously unknown resources are encountered before or during grading activities, construction shall stop in the immediate vicinity of the find and a qualified historical resources specialist shall be consulted to determine whether the resource requires further study. The qualified historical resources specialist shall make recommendations to the City on the measures that shall be implemented to protect the discovered resources, including but not limited to excavation of the finds and evaluation of the finds in accordance with Section 15064.5 of the CEQA Guidelines and the City’s Historic Preservation Ordinance. If the resources are determined to be unique historical resources as defined under Section 15064.5 of the CEQA Guidelines, measures shall be identified by the monitor and recommended to the Lead Agency. Appropriate Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 27 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue measures for significant resources could include avoidance or capping, incorporation of the site in green space, parks, or open space, or data recovery excavations of the finds. No further grading shall occur in the area of the discovery until the Lead Agency approves the measures to protect these resources. Any historical artifacts recovered as a result of mitigation shall be provided to a City‐approved institution or person who is capable of providing long‐term preservation to allow future scientific study.. With PEIR mitigation measure CUL-1.1 incorporated, the project will not result in any cultural resource impacts beyond those analyzed in PEIR SCH No. 2019050005. Therefore, no impact is identified regarding an archeological resource. c)Disturb any human remains, including those interred outside of dedicated cemeteries? No Impact. As described in item a) above, it is not likely that human remains would be found within the boundaries of the Project site based on prior disturbance of the site. In the unlikely event that human remains are discovered, PEIR mitigation measure CUL-3 would be implemented (Attachment C): PEIR Mitigation Measure CUL-3: In the event that human remains are unearthed during excavation and grading activities of any future development project, all activity shall cease immediately. Pursuant to Health and Safety Code (HSC) Section 7050.5, no further disturbance shall occur until the County Coroner has made the necessary findings as to origin and disposition pursuant to PRC Section 5097.98(a). If the remains are determined to be of Native American descent, the coroner shall within 24 hours notify the Native American Heritage Commission (NAHC). The NAHC shall then contact the most likely descendent of the deceased Native American, who shall then serve as the consultant on how to proceed with the remains. Pursuant to PRC Section 5097.98(b), upon the discovery of Native American remains, the landowner shall ensure that the immediate vicinity, according to generally accepted cultural or archaeological standards or practices, where the Native American human remains are located is not damaged or disturbed by further development activity until the landowner has discussed and conferred with the most likely descendants regarding their recommendations, if applicable, taking into account the possibility of multiple human remains. The landowner shall discuss and confer with the descendants all reasonable options regarding the descendants' preferences for treatment. Timing of Implementation: Review construction specifications to ensure inclusion of provisions included in mitigation measure. Enforcement: Planning and Development Department. With PEIR mitigation measure CUL-3 incorporated, the project will not result in any cultural resource impacts beyond those analyzed in PEIR SCH No. 2019050005. No impact would occur. ENERGY a)Result in potentially significant environmental impact due to wasteful, inefficient, or unnecessary consumption of energy resources, during project construction or operation. Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 28 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue Less Than Significant Impact. Electricity usage during construction would likely be limited to electrically powered hand tools. The construction of the Project would occur for a limited duration and would not result in wasteful, inefficient, or unnecessary consumption of electricity. Electrical service is currently available in the Project area with no shortages in supply. Therefore, impacts to electrical power are considered less than significant. Natural gas is not anticipated to be a major source of energy during Project construction. Natural gas service is currently available in the Project area with no shortages. Any minor amounts of natural gas that may be used during construction would be temporary and negligible. Therefore, construction of the Project would not result in wasteful, inefficient, or unnecessary consumption of natural gas. No impact to natural gas would occur. The main source of energy used during Project construction includes petroleum-based fuels. Both diesel and gasoline would be used to fuel heavy equipment, material delivery trucks and construction worker vehicles throughout the construction period. Once the Project is complete, petroleum use for construction would cease. Energy would be used to operate the restaurant and to fuel vehicles making deliveries as well as vehicles of patrons. All construction must comply with California Energy Standards proven effective in reducing energy demand (i.e., Title 24). Diesel and petroleum are currently available in the Project area with no shortages and construction and operation of the Project would not use these resources in a wasteful manner. Therefore, impacts to petroleum as an energy source are considered less than significant. b) Conflict with or obstruct a state or local plan for renewable energy or energy efficiency. No Impact. The Project would be designed in a manner that is consistent with relevant energy conservation plans and standards designed to encourage development that results in the efficient use of energy resources. The Project will be built to the Energy Efficiency Standards for Residential and Nonresidential Buildings, as specified in Title 24, Part 6, of the California Code of Regulations (Title 24). Title 24 was established in 1978 in response to a legislative mandate to reduce California’s energy consumption. Title 24 is updated approximately every three years; the 2013 standards became effective July 1, 2014. The 2016 Title 24 updates went into effect on January 1, 2017. The 2019 Energy Standards improve upon the 2016 Energy Standards for new construction of, and additions and alterations to, residential and nonresidential buildings. The 2019 update to the Energy Standards focuses on several key areas to improve the energy efficiency of newly constructed buildings and additions and alterations to existing buildings. The 2019 Energy Standards are a major step toward meeting Zero Net Energy. Buildings permitted on or after January 1, 2020, must comply with the 2019 Standards. Compliance with Title 24 is mandatory at the time new building permits are issued by city and county governments. Additionally, in January 2010, the State of California adopted the California Green Building Standards Code (CalGreen) establishing mandatory green building standards for all buildings in California. The code was subsequently updated in 2013. The code covers five categories: planning and design, energy efficiency, water efficiency and conservation, material conservation and resource efficiency, and indoor environmental quality. Furthermore, the Project would also be consistent with the City’s General Plan, specifically Objective RC-8 which strives to reduce the consumption of non- renewable energy resources by requiring and encouraging conservation measures and the use of alternative energy sources. Therefore, the Project would not conflict with or obstruct a state or local plan for renewable energy or energy efficiency. No impact would occur. The Project would be designed in accordance with State-mandated building codes to meet minimum efficiency standards related to various building features, including space heating, and cooling Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 29 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue equipment, building insulation and roofing, and lighting. Implementation of these standards significantly increases energy savings. Compliance with State-mandated code requirements and conservation requirements in the Energy Code and CALGreen ensure that the Project would not result in wasteful, inefficient, or unnecessary consumption of energy resources. VII. GEOLOGY AND SOILS Would the project: a) Directly or indirectly cause potential substantial adverse effects, including the risk of loss, injury, or death involving: i.) Rupture of a known earthquake fault, as delineated on the most recent Alquist- Priolo Earthquake Fault Zoning Map issued by the State Geologist for the area or based on other substantial evidence of a known fault? Refer to Division of Mines and Geology Special Publication 42? No Impact. According to the Fresno General Plan Program EIR (PEIR) (2021), there are no major active faults or fault zones within the City’s Planning Area. The PEIR also states that the Alquist-Priolo Earthquake Fault Zoning Act does not apply within the City of Fresno because no active faults cross the Planning Area (LSA 2020, p. 4.7-10). Thus, no impact is associated with a known earthquake fault. ii.) Strong Seismic ground shaking? Less than Significant Impact. The Project is subject to ground shaking in the event of an earthquake along faults in the region including the Great Valley Fault Zone or the Nunez Fault. To minimize damage, development must be designed to withstand strong ground shaking to comply with the California Building Code (CBC). The General Plan Update and City of Fresno Municipal Code also includes Objective NS‐2 (Minimize risks of property damage and personal injury posed by geologic and seismic risks) and Policy NS‐2‐a (Seismic Protection. Ensure seismic protection is incorporated into new and existing construction, consistent with the Fresno Municipal Code) to reduce ground-shaking impacts (LSA 2020 p. 4.10-15). Implementation of the above objective and policy, as well as adherence to Municipal Code Section 12‐1022, which requires preparation of a Soils Report, will be used as a basis to design the building and related improvements consistent with state and federal standards. The Project must comply with mandatory seismic safety standards proven effective in reducing seismic safety impacts to a level of insignificance. With mandatory compliance with seismic safety standards, potential seismic ground shaking impacts would be reduced to less than significant and the Project would not result in impacts from strong seismic ground shaking beyond those analyzed in PEIR SCH No. 2019050005. iii.) Seismic-related ground failure, including liquefaction? Less than Significant Impact. The Project site is currently vacant, undeveloped land. Liquefaction occurs when granular soil below the water table is subjected to vibratory motions, such as those produced by earthquakes. A Geotechnical Report is not required for the Project. However, Fresno Municipal Code Section 12‐1022 requires the preparation of a Soils Report Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 30 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue identifying potential site‐specific soil issues, foundation support and grading parameters. Compliance with the findings and recommendations of the Soils Report would reduce any seismic-related ground failure impacts. In addition, all development is required to adhere to the adopted Uniform Building Code (UBC) which will ensure that no seismic safety, soil erosion or other soil-related impacts are mitigated. Therefore, impacts associated with liquefaction are considered less than significant. iv.) Landslides? No Impact. The Project site is flat and in an urban area. Based on the flat topography of the site and surrounding area, no impact would occur regarding landslides. b) Result in substantial soil erosion or the loss of topsoil? Less than Significant Impact. The Project site is underlain by one soil type: San Joaquin loam, shallow, 0 to 3 percent slopes. Construction of the Project would result in site preparation activities including minor grading and trenching to install utilities. As noted in the discussion of item “aiii)” Fresno Municipal Code Section 12‐1022 requires the preparation of a Soils Report identifying potential site‐specific soil issues, foundation support and grading parameters. The findings of the report would be incorporated into the design as required by the Code. In addition, Fresno Municipal Code Section 12‐1023, Grading and Erosion Control, requires every approved map to be conditioned on compliance with the requirements for grading and erosion control, including the prevention of sedimentation or damage to off‐site property, set forth in Appendix Chapter 70 of the Uniform Building Code, 1973 Edition, Volume I, as adopted and amended by the city. Compliance with these policies and with other pertinent regulations will ensure that potential soil erosion impacts, or the potential loss of topsoil, would be less than significant. Because construction would disturb more than one acre, the Project would be subject to a General Construction Activity Stormwater National Pollution Discharge System (NPDES) permit which would cover clearing, grading, excavating, and general disturbances to the ground (LSA 2020 p. 4.10- 19). A Stormwater Pollution Prevention Plan (SWPPP) is required for the issuance of a General Construction Activity Stormwater NPDES permit and typically includes the implementation of structural and non‐structural Best Management Practices (BMPs) (e.g. watering to control dust, minimizing the amount of soil exposed during construction activity, installing silt fencing to prevent soil transport off site) to reduce impacts related to surface water quality. Therefore, impacts regarding substantial soil erosion or the loss of topsoil would be less than significant. c) Be located on a geologic unit or soil that is unstable or that would become unstable as a result of the project, and potentially result in on- or off-site landslides, lateral spreading, subsidence, liquefaction, or collapse? No Impact. The Project site is in a developed area with flat topography surrounded by existing urban development. No potential for landslide is present. The Soils Report, as required by Municipal Code Section 12‐1022, will identify potential site‐specific soil issues. However, the site and surrounding areas do not evidence any sign of damage from shrink-swell or lateral spreading, subsidence, liquefaction or collapse. No impact is anticipated. Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 31 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue d) Be located on expansive soil, as defined in Table 18-1-B of the Uniform Building Code (1994), creating substantial direct or indirect risks to life or property? Less than Significant Impact. As previously noted in item “b)” the Project site is underlain by one soil type: San Joaquin loam, shallow, 0 to 3 percent slopes. The Project site has been previously disturbed, and the Project will be designed and engineered taking into consideration the soils present and the findings of the Soils Report as required by Fresno Municipal Code Section 12‐1022. Therefore, direct, and indirect risk to life and property are considered less than significant. e) Have soils incapable of adequately supporting the use of septic tanks or alternative wastewater disposal systems where sewers are not available for the disposal of waste water? No Impact. The Project will be served with municipal wastewater and does not propose inclusion of septic tanks or an alternative wastewater disposal system. No impact would occur. f) Directly or indirectly destroy a unique paleontological resource or site or unique geologic feature? No Impact. The Project site is vacant land surrounded by urban development. The Project site and surrounding areas are flat with no distinguishing geologic features. The Project would involve some excavation and trenching in association with construction and utility installation. However, the Project site and surrounding areas have been previously disturbed and no excavation deeper than 36-inches is anticipated. The Fresno General Plan PEIR states that “…excavation and/or construction activities within the Planning Area that are associated with continued implementation of the approved General Plan has the potential to impact paleontological/geological resources during excavation and construction activities within previously undisturbed soils” (LSA 2020, p. 4.7-28). As noted, all soils affected by development of the Project have been previously disturbed. Thus, the potential to disturb unknown paleontological resources is low based on the depth of excavation and degree of prior disturbance. No unique geologic features are present on the site. Thus, no impact would occur. VIII. GREENHOUSE GAS EMISSIONS Would the project: a) Generate greenhouse gas emissions, either directly or indirectly, that may have a significant impact on the environment? Greenhouse gases trap heat in the atmosphere which in turn heats the surface of the Earth. GHG occur naturally and are also produced by human activities, primarily through the combustion of fossil fuels (i.e., fuels containing carbon). GHGs include the following: carbon dioxide (CO2), methane (CH4), nitrous oxide (N20), hydrofluorocarbons, perfluorocarbons and sulfur hexafluoride (SF6) [Health and Safety Code, section 38505(g)]. The most common GHG that results from human activity is carbon dioxide, followed by methane and nitrous oxide. The City of Fresno adopted the Greenhouse Gas Reduction Plan (GHG Reduction Plan) in December 2014. The GHG Reduction Plan includes a strategy to reduce local community GHG emissions to Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 32 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue 1990 levels by 2020 consistent with the state objectives set forth Assembly Bill 32 (i.e. the “Global Warming Solutions Act”). This Plan meets the requirements for a Qualified Greenhouse Gas Reduction Strategy. The General Plan and PEIR rely upon the Greenhouse Gas Reduction Plan to provide a comprehensive assessment of the benefits of city policies and proposed code changes, existing plans, programs, and initiatives that reduce GHG emissions. The Plan illustrates that despite increased growth, the City would continue to reduce GHG emissions through 2020. GHG emissions contribute cumulatively to the significant adverse environmental impacts of global climate change. An individual project does not generate sufficient GHG emissions to result in a perceptible change the global average temperature. On the contrary, the addition of GHG emissions from past, present, and future projects have cumulatively contributed to and may contribute to global climate change and associated environmental impacts. The d project will not occur at a scale or scope with potential to generate GHG emissions either directly or indirectly that may have a significant impact on the environment. Likewise, the Project will not conflict with an applicable plan, policy or regulation adopted for the purpose of reducing the emissions of GHG. In conclusion, the Project will not result in any greenhouse gas emission environmental impacts beyond those analyzed in PEIR SCH No. 2019050005. b) Conflict with an applicable plan or policy or regulation adopted for the purpose of reducing the emissions of greenhouse gases? Less than Significant Impact. As noted in item a), the City of Fresno adopted its GHG Reduction Plan in December 2014. The GHG Reduction Plan includes relevant General Plan objectives and policies. Table GHG-1 evaluates the Project’s consistency with the applicable objectives and policies included in the GHG Reduction Plan. Table GHG-1 Consistency with Fresno Greenhouse Gas Reduction Plan GHG Reduction Plan Strategy Project Consistency with Strategy Project Consistency with Strategy Objective LU-2: Plan for infill development that includes a range of housing types, building forms, and land uses to meet the needs of both current and future residents. The project proposal provides a medium density housing type on land that is surrounded by residential and urban development that meets the needs of both current and future residents. Policy LU-2-a: Infill Development and Redevelopment. Promote development of vacant, underdeveloped, and redevelopable land uses within the City Limits where urban services are available by establishing and implementing supportive regulations and programs. The project site is vacant land and surrounded by existing development. Urban services are available to serve the Project. Development of the site with a restaurant and office represents an expansion of the existing uses in the Villagio Shopping Center to the east. As shown in Table GHG-1, the Project would be consistent with the applicable strategies from the GHG Reduction Plan. Therefore, as demonstrated in Table GHG-1 above, the Project would not conflict with plans, policies or regulations adopted for the purpose of reducing GHG emissions. In addition, the Project would not result in a substantial increase in GHG emissions. Therefore, the Project would not generate GHG emissions that may have a significant effect on the environment. Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 33 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue Therefore, the Project is consistent with the applicable plans and policies adopted for the purpose of reducing GHG emissions. VMT screening indicates the project will comply with the City of Fresno vehicle miles traveled reduction targets. Further, the future restaurant and office must comply with ministerial greenhouse gas design, construction and operational requirements, proven to be effective in reducing potential greenhouse gas impacts to a less than significant level. IX. HAZARDS AND HAZARDOUS MATERIALS Would the project: a) Create a significant hazard to the public or the environment through the routine transport, use, or disposal of hazardous materials? No Impact. The Project is the construction and operation of an 8,000 square foot restaurant and 2,500 sq. ft. personal office space on a vacant parcel adjacent to and west of the Villagio Shopping Center. Appreciable quantities of hazardous chemicals would not be stored or used on site during construction. Diesel fuel, oil and hydraulic fluid may be present in limited quantities in association with heavy equipment used and staged on-site during construction. However, the limited quantities and duration of construction would not create a significant hazard to the public through the routine transport, use, or disposal of hazardous materials. Hazardous materials would not be used as part of operation of the restaurant. No impact is identified regarding routine transport, use and disposal of hazardous materials. b) Create a significant hazard to the public or the environment through reasonably foreseeable upset and accident conditions involving the release of hazardous materials into the environment? Less than Significant Impact. The Project is the construction and operation of an 8,000 square foot restaurant and 2,500 sq. ft. personal office space on a vacant parcel adjacent to and west of the Villagio Shopping Center. A search of the Department of Toxic Substances (DTSC) EnviroStor database did not identify any sites within a one-half mile radius of the site. However, a search of Water Boards GeoTracker database identified three sites within a one-half mile radius: # Site Name Address Type/Status 1 Palm Bluffs Corporate 7690 Palm Avenue Fresno, CA Land Disposal Site Municipal Solid Waste Landfill/Open 2 Snappy Food Store #1013 525 West Nees Avenue Fresno, CA Underground Storage Tank/Permitted 3 Woodward Park 775 Friant Road Fresno, CA Leaking Underground Storage Tank Clean Up Site/ Completed-Case Closed Source: EnviroStor 2020. Based on the distance (the closest [Site 2] is approximately 1,300 feet away) and the nature of the sites (Site 3 is closed), potential for release of hazardous materials into the environmental through reasonably foreseeable upset and accident conditions involving the release of hazardous materials into the environment is considered a less than significant impact. c) Emit hazardous emissions or handle hazardous or acutely hazardous materials, substances, or waste within one-quarter mile of an existing or proposed school? Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 34 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue Less than Significant Impact. The Project site is to the west of the Villagio Shopping Center. No schools are within one-quarter mile of the Project site. Aside from temporary construction emissions which would occur for a limited duration (refer to Section III, Air Quality, above), the Project would not emit any hazardous emissions or handle hazardous or acutely hazardous materials. The Project occupies 1.73 acres and would not generate large volumes of construction emissions such as dust and exhaust. Therefore, this impact is considered less than significant. d) Be located on a site, which is included on a list of hazardous materials sites compiled pursuant to Government Code Section 65962.5 and, as a result, would it create a significant hazard to the public or the environment? No Impact. A search of DTSC’s EnviroStor and Water Boards GeoTracker database did not identify any hazardous materials sites within the boundaries of the Project site (EnviroStor 2020; GeoTracker 2020). No impact is identified for this issue area. e) For a project located within an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport, would the project result in a safety hazard or excessive noise for people residing or working in the project area? No Impact. The Project is within the Airport Influence Area for the Fresno Yosemite International (FYI) Airport. Specifically, the Project site is within the Precision Approach Zone, approximately 5.5 miles northwest of the FYI (Fresno COG 2018, Exhibit D1). The Project is a restaurant which would be of similar size and scale to existing development within the Villagio Shopping Center which is also within the Airport Influence Area. The Project would not result in a safety hazard or excessive noise exposure. Thus, no impact is identified for these issues. f) Impair implementation of or physically interfere with an adopted emergency response plan or emergency evacuation plan? No Impact. The City of Fresno maintains an Office of Emergency Services (OES) function for its jurisdictional responsibility area and coordinates with Fresno County OES regarding disaster preparedness, response, and recovery activities (Fresno County OES 2020). The Project is not expected to impair implementation of or physically interfere with an adopted emergency response plan or emergency evacuation plan. The primary access to the site will be from the north off West Nees Avenue by turning south onto North San Pablo Avenue. West Nees Avenue is designated as a Super Arterial on the City of Fresno General Plan Land Use and Circulation Map (City of Fresno, March 19, 2020). Access will also be available from the west by driving through the Villagio Shopping Center parking lot. Thus, the Project would not impair the implementation of, or physically interfere with, any adopted emergency response plan or emergency evacuation plans. No impact would occur. g) Expose people or structures, either directly or indirectly, to a significant risk of loss, injury or death involving wildland fires? Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 35 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue No Impact. The Project site is in an urban setting and would not be subject to wildland fire. No impact would occur. X. HYDROLOGY AND WATER QUALITY Would the project: a) Violate any water quality standards or waste discharge requirements or otherwise substantially degrade surface or ground water quality? No Impact. The Fresno Metropolitan Flood Control District provides drainage service to the Fresno metropolitan area through 170 urban drainage areas or watersheds. Stormwater is conveyed through curbs and gutters to storm drainage inlets which collect and convey the runoff to underground pipeline collection systems. These collection systems then convey the stormwater to disposal facilities (typically excavated, unlined basins). Water quality basins are designed and permitted in accordance with the US Environmental Protection Agency’s design standards to remove sediments and trash prior to discharge of stormwater to the San Joaquin River (LSA 2020, p. 4.17-7). The FMFCD develops and maintains the Storm Drainage Master Plan (SDMP) for the Fresno-Clovis Metropolitan Area. Specifically, the Project is in Drainage Area Designation DH per the Storm Drainage Technical Report (Appendix G.1 of the City of Fresno General Plan and Development Code Update Master Environmental Impact Report) (2013). The Project is adjacent to and west of the Villagio Shopping Center. The surrounding area is developed with stormwater infrastructure including Nees Avenue to the north. The Project would connect to existing stormwater infrastructure that was designed to accommodate development in Drainage Area Designation. The discharge from the Project would have been included in the calculations of runoff from the Villagio Shopping Center, thus adequate capacity is available. All discharge from the site would be sent to a basin where sediments would be removed. No impact would occur. b) Substantially decrease groundwater supplies or interfere substantially with groundwater recharge such that the project may impede sustainable groundwater management of the basin? No Impact. Fresno’s primary source of potable water is groundwater stored in an aquifer. Natural recharge occurs through rainfall and flows from irrigation, canals and streams that seep into the soil and replenish the aquifer (LSA 2020, p. 4.10-3). The Project site is currently vacant and void of impervious surfaces. While the Project would result in a greater amount of impervious surface, it would not substantially impact groundwater supplies or interfere with groundwater recharge. The City is currently implementing intentional groundwater recharge through reclamation at Leaky Acres (located northwest of Fresno-Yosemite international Airport), refurbishing existing streams and canals to increase percolation, and recharge occurring at Fresno Metropolitan Flood Control District's (FMFCD) storm water basins (LSA 2020, p. 4.10-4). Development of the 1.73-acre site with an 8,000 sq. ft. restaurant and 2,500 sq. ft. personal office space would not substantially decrease groundwater supplies or interfere with groundwater recharge. Likewise, no impact to a groundwater management basin would occur. c) Substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of a stream or river through the addition of impervious surfaces in a manner which would: Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 36 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue i) Result in a substantial erosion or siltation on- or off-site. No Impact. The Project site is currently 1.73 acres of vacant land. The Project would require a Soils Report, an NPDES permit and preparation of a Stormwater Pollution Prevention Plan (SWPPP) prior to granting of a grading permit (refer to discussion under Section VII Geology and Soils, item “b”). Compliance with these ministerial requirements that have proven effective in reducing erosion and siltation impacts on or off-site to less than significant levels would also apply to the Project. Therefore, substantial erosion or siltation on- or off-site would not occur. No impact is identified. ii) Substantially increase the rate or amount of surface runoff in a manner which would result in flooding on- or offsite; No Impact. The Project would result in adding approximately 1.73 acres of impervious surfaces to a currently vacant site. The Project is within the FMFCD and subject to FMFCD standards for drainage, grading and stormwater management. The FMFCD develops and maintains the Storm Drainage Master Plan (SDMP) for the Fresno-Clovis Metropolitan Area. Specifically, the Project is in Drainage Area Designation DH per the Storm Drainage Technical Report (Appendix G.1 of the City of Fresno General Plan and Development Code Update Master Environmental Impact Report) (2013). As noted under item a) above, discharge from the Project would have been included in the calculations for Drainage Area Designation DH, thus adequate capacity is available. No impact would occur with regard to substantially increasing the rate or amount of surface runoff that would result in flooding on- or off-site. iii) Create or contribute runoff water, which would exceed the capacity of existing or planned stormwater drainage systems or provide substantial additional sources of polluted runoff? No Impact. Stormwater collection, disposal, and flood control in the City of Fresno is provided by the Fresno Metropolitan Flood Control District (FMFCD). Storm drainage facilities each drainage area include storm drain inlets, pipeline, retention basins, urban detention (water quality) basins, and stormwater pump stations. All of the master planned facilities in the drainage areas in the Fresno- Clovis Metropolitan area are constructed and functional (LSA 2020, p. 4.10-3). The Project would increase runoff flows to the Fresno Metropolitan Flood Control District (FMFCD) infrastructure. However, development of the Project site was accounted for in the capacity of existing master-planned storm drainage infrastructure. Therefore, the Project would have no impact to contributing runoff water which would exceed the capacity of existing or planned stormwater drainage systems or provide substantial additional sources of polluted runoff. iv) Impede or redirect flows? No Impact. As noted in item iii, the Project site is served with stormwater infrastructure. The Project would not impede or redirect flow. No impact would occur. d) In flood hazard, tsunami, or seiche zones, risk release of pollutants due to project inundation? Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 37 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue No Impact. According the Fresno General Plan Program EIR, portions of the Planning Area are within numbered and un-numbered Special Flood Hazard Area (SFHA) Zone A. SFHA Zone A means that these areas are within the floodplain of the base flood or 1 percent exceedance probability flood event. The 1 percent exceedance probability flood event is also known as the 100-year recurrence interval flood event” (LSA 2020, p. 4.10-32). Areas prone to flooding are typically located along canals and water ways in low elevation. The project site is in an urban area and is not in a flood hazard area.. The Fresno General Plan Program EIR also indicates that the Planning Area is located outside a tsunami hazard zone. A seiche occurs in large bodies of water when an earthquake or strong winds creates an oscillating wave (LSA 2020, p. 4.10-33). There are no large bodies of water near the project site. Because none of these conditions exist at the Project site, the Project would not release pollutants during inundation. No impact would occur. e) Conflict with or obstruct implementation of a water quality control plan or sustainable groundwater management plan? No Impact. As discussed in items a thru d above, the Project is within the FMFCD and within Drainage Designation Area DH. The project site has been accounted for in design of existing facilities and would not generate substantial pollutants or interfere with groundwater recharge. The Project would have no impact on a water quality control plan or a sustainable groundwater management plan as all improvements will be consistent with FMFCD and City standards. XI. LAND USE AND PLANNING Would the project: a) Physically divide an established community? No Impact. The Project site is a vacant piece of land along West Nees Avenue bordered by the Villagio Shopping Center and North San Pablo Avenue on the east and the Windscape Apartments on the south and west and West Nees Avenue on the north. Because the Project is on a vacant lot surrounded by existing development, it would not physically divide an established community. Instead, the Project would expand the existing Villagio Shopping Center as it was originally part of that commercial development. Thus, no impact is identified regarding dividing an established community. b) Conflict with any applicable land use plan, policy, or regulation adopted for the purpose of avoiding or mitigating an environmental effect? Less than Significant Impact. The Project includes a General Plan Amendment and Rezoning to amend the current land use designation and zoning. The subject site is designated for High Density Residential uses in the adopted City of Fresno General Plan and is zoned RM-3 which allows from 30 to 45 apartments per acre. The Project would replace the planned High-Density Residential 30- 45 DU/acre land use designation and Multi-Family Residential RM-3 zoning with Regional Mixed Use (RMX) general plan designation and zoning. Article 11 of the Fresno Citywide Development Code provides for a residential density of 30 to 45 units per acre in the RMX zone. The density of the current High-Density Residential designation is identical to the 30 to 45 apartments per acre of the RMX zone. With approval of the proposed GPA and Rezone, the Project would conform to the applicable land use designation of the General Plan. In conclusion, the Project would not result in any land use and planning environmental impacts beyond those analyzed in PEIR SCH No. 2019050005. Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 38 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue XII. MINERAL RESOURCES Would the project: a) Result in the loss of availability of a known mineral resource that would be of value to the region and the residents of the state? No Impact. Mineral extraction in the City occurs within the San Joaquin River bottom. The Project is proposed in an urban area along West Nees Avenue that is not identified as having mineral resources. Therefore, development of the site with the Project will have no impact on the loss of availability of a known mineral resource that would be of value to the region and the residents of the state. b) Result in the loss of availability of a locally- important mineral resource recovery site delineated on a local general plan, specific plan, or other land use plan? No Impact. The Project site is not delineated on a local general plan, specific plan, or other land use plan as a locally-important mineral resource recovery site. Therefore, the Project will have no impact on the loss of availability of a locally-important mineral resource. XIII. NOISE Would the project result in: a) Generation of a substantial temporary or permanent increase in ambient noise levels in the vicinity of the project in excess of standards established in the local general plan or noise ordinance, or applicable standards of other agencies? Less than Significant Impact. Noise associated with the Project would occur on a short-term basis from construction activities and on a long-term basis from patron traffic once the Project is completed. The City of Fresno General Plan Noise Ordinance (June 11, 2016) exempts construction, repair or remodeling work accomplished pursuant to a building, electrical, plumbing, mechanical, or other construction permit issued by the city or other governmental agency, or to site preparation and grading, provided such work takes place between the hours of 7:00 a.m. and 10:00 p.m. on any day except Sunday. Construction would occur between 7:30 a.m. to 3:30 p.m. during workdays to avoid disturbing residents, seminarians, and students. Because construction is considered exempt from the Ordinance when construction complies with the prescribed hours, short‐term construction impacts associated with the exposure of persons to, or the generation of, short-term noise levels in excess of standards established in the local general plan or noise ordinance or applicable standards of other agencies would be less than significant. Although the Project would create additional activity in the area of the Villagio Shopping Center, the Project will be required to comply with all noise policies from the Fresno General Plan and Noise Ordinance. The Project would not result in any noise environmental impacts beyond those analyzed in PEIR SCH No. 2019050005. Therefore, exposure of persons to, or the generation of, long-term noise levels in excess of standards established in the local general plan or noise ordinance or applicable standards of other Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 39 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue agencies would be less than significant. b) Generation of excessive groundborne vibration or groundborne noise levels? No Impact. Construction of the Project would not generate groundborne vibration or noise levels that would be considered excessive. Activities such as blasting, or pile driving would not be necessary and no other excavation methods would be used that would result in groundborne vibration. Therefore, no impact would occur regarding generation of excessive groundborne vibration or groundborne noise levels. c) For a project located within the vicinity of a private airstrip or an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport, would the project expose people residing or working in the project area to excessive noise levels? No Impact. The Project is not located within the vicinity of a private airstrip or an airport land use plan. The Project would not expose people residing or working in the area to excessive noise levels. No impact would occur. XIV. POPULATION AND HOUSING Would the project: a) Induce substantial population growth in an area, either directly (for example, by proposing new homes and business) or indirectly (for example, through extension of roads or other infrastructure)? No Impact. The Project is the construction of an 8,000 sq. ft. restaurant and 2,500 sq. ft. office space. The Project does not propose the development of new housing nor does it propose construction or extension of new roads. Therefore, the Project would have no impact regarding inducing population growth. b) Displace substantial numbers of existing housing, necessitating the construction of replacement housing elsewhere? No Impact. The Project site is currently vacant. Development of the proposed restaurant and office space at this location would not displace substantial numbers of existing housing or people requiring construction of replacement housing elsewhere. No impact would occur regarding the need for replacement housing. XV. PUBLIC SERVICES a) Result in substantial adverse physical impacts associated with the provision of new or physically altered governmental facilities, need for new or physically altered governmental facilities, the construction of which could cause significant environmental impacts, in order to maintain acceptable service ratios, response times, or other performance objectives for any of the public services: 1) Fire protection? No Impact. The Project is within the jurisdiction of the City of Fresno and would be served by the City of Fresno Fire Department. The closest Fire Station to the Project site is Station 13 located at 815 East Nees Avenue, approximately 1.5 miles to the east. The Project would be reviewed by the Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 40 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue Fresno Fire Department and required to comply with all applicable design standards to ensure adequate emergency access, fire flow, etc. Therefore, no impact to fire protection would occur. 2) Police Protection? No Impact. The Project site is within the jurisdiction of the City of Fresno Police Department. The Department is divided into five policing districts which are broken down in the one-half mile squares. The site is within the Northwest Police District which has seven sub-areas 5A through 5G. These sub-areas are further divided into one-half square mile blocks. The Project is in Block 1155. The Police Office for this District is located at 3080 West Shaw Avenue. Based on the size and nature of the Project as a restaurant, no impacts to police protection would occur. 3) Schools? No Impact. The Project would develop a restaurant and office space on a currently vacant lot. The Project will not impact schools because it neither includes a residential component nor would it generate the need for new housing to accommodate workforce population. As such, the Project would not have an adverse physical effect on the environment resulting from construction of a new school, park, or other public facility. Therefore, no impact is identified for this issue area. 4) Parks? No Impact. The Project would develop a restaurant and office space on a currently vacant lot. The Project will not impact parks because it neither includes a residential component nor would it generate the need for new parks to accommodate an increase in residential population. As such, the Project would not have an adverse physical effect on the environment resulting from construction of a new park. Therefore, no impact is identified for this issue area. 5) Other Public Facilities? No Impact. The Project would not negatively impact any other public facilities. No impact would occur. XVI. RECREATION a) Would the project increase the use of the existing neighborhood and regional parks or other recreational facilities such that substantial physical deterioration of the facility would occur or be accelerated? No Impact. The Project would not create a demand for neighborhood or regional parks. Open space requirements will be incorporated into the future project design. Thus, no impact is identified for these issues. b) Does the project include recreational facilities or require the construction or expansion of recreational facilities which might have an adverse effect on the environment? No Impact. The Project does not include recreational facilities or require the construction or expansion of recreational facilities. Thus, no impact is identified for these issues. XVII. TRANSPORTATION Would the project: a Conflict with a program, plan, ordinance, or policy addressing the circulation system, including transit, roadway, bicycle, and pedestrian facilities. Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 41 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue Less than Significant Impact. Several modes of transportation are in the vicinity of the Project site. Transit Services Public Transit to the City is provided by Fresno Area Express (FAX). The system currently includes 15 standard fixed routes of bus service and one express bus connection between the Riverpark regional commercial center, located at North Blackstone (east of the site) and East Nees Avenues, and Children’s Hospital of Central California, located on Avenue 9 in Madera County. Many routes converge on Downtown and meet at the main transit center located on “M” and Fresno Streets (County of Fresno’s Courthouse Park) (Dyett & Bhatia 2014, p 4-22). The closest bus stop to the Project site is to the northeast near the intersection of West Nees Avenue and Poplar Avenue. Bicycle Facilities The City of Fresno Active Transportation Plan (ATP) refers to the Caltrans Highway Design Manual for classification of bicycle facilities as follows (Fehr & Peers 2016, p. 11-16): • Class I Bikeway (Bike Path): Off-street facilities that provide exclusive use for non-motorized travel, including bicyclists and pedestrians. • Class II Bikeway (Bike Lane): On-street facilities that use striping, stencils, and signage to denote preferential or exclusive use by bicyclists. • Class III Bikeway (Bike Route): On-street pavement markings or signage that connect the bicycle roadway network along corridors that do not provide enough space for dedicated lanes on low- speed and low-volume streets. • Class IV Bikeway (Separated Bikeways): Physically separated bicycle facilities that are distinct from the sidewalk and designed for exclusive use by bicyclists. Commonly known as “cycle tracks,” they are located within the street right-of-way, but provide similar comfort when compared to Class I Bikeways. Currently there is a Class II Bike Lane along both sides of Nees Avenue north of the Project site. There are no identifiable potential impacts to the bike facilities. Pedestrian Pedestrian access is available from sidewalks along Nees Avenue north of the Project site as well as across the parking lot developed as part of the Villagio Shopping Center. The Project is not expected to disrupt or impede existing or planned pedestrian facilities. Roadway The project site is at the intersection of West Nees Avenue and North San Pablo Avenue. The City of Fresno General Plan Figure MT-1: Street Circulation Diagram, designates Nees Avenue as an Arterial. According to the Transportation and Mobility Element, and Arterial is a four- to six-lane divided (median island separation) roadways, with somewhat limited motor vehicle access to abutting properties, and with the primary purpose of moving traffic within and between neighborhoods and to and from freeways and expressways. In addition to major street intersections, appropriately designed and spaced local street intersections may allow left-turn movements to and from the arterial streets (Dyett & Bhatia 2014, p. 4-9). The Project site would be accessed off West Nees Avenue via North San Pablo Avenue. The access would be along the east side of the site. The driveway off West Nees Avenue to North San Pablo Avenue is two lanes (one southbound providing ingress off West Nees Avenue and one northbound providing egress on to North San Pablo) and is currently used to access the Villagio Shopping Center. Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 42 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue The Project will not require any changes to existing transportation systems and will have no impact on any plans, ordinances, or policies related to the effectiveness or performance of the circulation system. Proposed General Plan Amendment – Trip Generation A Limited Traffic Analysis was prepared for the Project to evaluate the expected net change in trips generated at the site as a result of the proposed GPA. The proposed GPA would change the planned land use on approximately 1.73 acres (APN 303- 630-21) immediately southwest of the intersection of Nees and San Pablo Avenues from high-density residential (currently zone RM-3 allowing between 30 and 45 dwelling units per acre) to Regional Mixed Use (RMX). The site is in Traffic Impact Zone (TIZ) III per the City of Fresno General Plan. Data provided in the Institute of Transportation Engineers (ITE) Trip Generation Manual, 10th Edition, are typically used to estimate the number of trips anticipated to be generated by the existing and proposed land uses at the site for comparison purposes. Table TRN-1 presents trip generation characteristics of the Project prepared by Peters Engineering Group (PEG). The Trip Generation Comparison in its entirety is included in Attachment A to this document. Table TRN-1 Trip Generation Calculations – Proposed GPA Land Use Size sq. ft. Daily A.M. Peak Hour P.M. Peak Hour Rate Total Rate In:Out In Out Total Rate In:Out In Out Total High- Turnover (Sit-Down) Restaurant (ITE 932) 8,000 112.18 898 9.94 55:45 44 36 80 9.77 62:38 49 30 79 Small Office Building (ITE 712) 2,500 16.19 42 1.92 83.18 4 1 5 2.45 32:68 2 5 7 TOTALS 940 48 37 85 51 35 86 Source PEG 2019, p. 1. Based on the current RM-3 zoning, the 1.73-acre site would yield between 52 and 77 units. Table TRN-2 presents trip generation characteristics for a 77-unit multifamily residential development. Table TRN-2 Trip Generation Calculations – Multi-Family Residential Land Use Size sq. ft. Daily A.M. Peak Hour P.M. Peak Hour Rate Total Rate In:Out In Out Total Rate In:Out In Out Total Multi-Family Housing (Low Rise) (ITE 220) 77 7.32 654 0.46 23:77 8 28 36 0.56 6:37 28 16 44 Source PEG 2019, p. 2. Reference: Trip Generation Manual, 10th Edition, Institute of Transportation Engineers, 2017. Rates are reported in trips per dwelling unit. Table TRN-3 presents the net project trip generation by taking the difference between the existing land use trip generation (Table TRN-2) and the project trip generation (Table TRN-1). Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 43 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue Table TRN-3 Net Project Trip Generation Scenario Daily A.M. Peak Hour P.M. Peak Hour Proposed GPA 940 85 86 Multi-Family Residential 564 36 44 DIFFERENCE 376 49 42 Source PEG 2019, p. 2. The results of the trip generation analyses suggest that the proposed GPA will result in an insignificant increase in trips expected to be generated at the site as compared to the current residential zoning. However, the proposed GPA is expected to generate fewer than 100 trips per peak hour, which is the threshold that triggers a traffic impact study for projects in TIZ-III per the City of Fresno General Plan. b) Conflict or be inconsistent with CEQA Guidelines §15064.3, subdivision (b)? Less than Significant Impact. The VMT screening prepared by Ambarish Mukherjee, P.E., AICP of LSA Associates (Attachment B to this document) indicates the Project will comply with the City of Fresno vehicle miles traveled reduction targets and will screen out. Therefore, in conclusion, the Project is presumed to have a less than significant impact and is consistent with CEQA Guidelines section 15064.3(b). Vehicle Miles Traveled Senate Bill (SB) 743 requires that relevant CEQA analysis of transportation impacts be conducted using a metric known as vehicle miles traveled (VMT) instead of Levels of Service (LOS). VMT measures how much actual auto travel (additional miles driven) a project would create on California roads. If the project adds excessive car travel onto our roads, the project may cause a significant transportation impact. The State CEQA Guidelines were amended to implement SB 743, by adding Section 15064.3. Among its provisions, Section 15064.3 confirms that, except with respect to transportation projects, a project’s effect on automobile delay shall not constitute a significant environmental impact. Therefore, LOS measures of impacts on traffic facilities are no longer a relevant CEQA criteria for transportation impacts. CEQA Guidelines Section 15064.3(b)(4) states that “[a] lead agency has discretion to evaluate a project’s vehicle miles traveled, including whether to express the change in absolute terms, per capita, per household or in any other measure. A lead agency may use models to estimate a project’s vehicle miles traveled and may revise those estimates to reflect professional judgment based on substantial evidence. Any assumptions used to estimate used to estimate vehicle miles traveled and any revision to model outputs should be documented and explained in the environmental document prepared for the project. The standard of adequacy in Section 15151 shall apply to the analysis described in this section.” On June 25, 2020, the City of Fresno adopted CEQA Guidelines for Vehicle Miles Traveled Thresholds, pursuant to Senate Bill 743 to be effective of July 1, 2020. The thresholds described therein are referred to herein as the City of Fresno VMT Thresholds. The City of Fresno VMT Thresholds document was prepared and adopted consistent with the requirements of CEQA Guidelines Sections 15064.3 and 15064.7. The December 2018 Technical Advisory on Evaluating Transportation Impacts in CEQA (Technical Advisory) published by the Governor’s Office of Planning and Research (OPR), was utilized as a reference and guidance document in the preparation of the Fresno VMT Thresholds. Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 44 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue The City of Fresno VMT Thresholds adopted a screening standard and criteria that can be used to screen out qualified projects that meet the adopted criteria from needing to prepare a detailed VMT analysis. The City of Fresno VMT Thresholds Section 3.0 regarding Project Screening discusses a variety of projects that may be screened out of a VMT analysis including specific development and transportation projects. For development projects, conditions may exist that would presume that a development project has a less than significant impact. These may be size, location, proximity to transit, or trip‐making potential. For transportation projects, the primary attribute to consider with transportation projects is the potential to increase vehicle travel, sometimes referred to as “induced travel.” The Screening Criteria applicable to the Project is a project located within 0.5 miles of a Transit Priority Area/High Quality Transit Area. According to the CEQA Guide for Vehicle Miles Traveled Thresholds for the City of Fresno (City of Fresno, 2020) states that “Transit priority areas” are defined as “an area within one‐half mile of a major transit stop that is existing or planned, if the planned stop is scheduled to be completed within the planning horizon included in a Transportation Improvement Program. A Major Transit Stop means: “a site containing an existing rail transit station, a ferry terminal served by either a bus or rail transit service, or the intersection of two or more major bus routes with a frequency of service of 15 minutes or less during the morning and afternoon peak commute periods.” A High‐Quality Transit Area or Corridor is a corridor with fixed route bus service with service intervals no longer than 15 minutes during peak commute hours (City of Fresno 2020, p. 9). Figure 4 in the CEQA Guide for Vehicle Miles Traveled Thresholds for the City of Fresno depicts transit priority areas within Fresno including high‐quality transit areas (within 0.5 mile of a major transit stop) served by the Fresno Area Express (FAX) with service intervals of 15 minutes or less. Projects proposed in these areas may be presumed to have a less‐than‐significant transportation impact unless the project is inconsistent with the RTP/SCS, has an FAR less than 0.75, provides an excessive amount of parking, or reduces the number of affordable residential units. The Project is eligible to screen out because the site is within 0.5 mile of a major transit stop at the northwest corner of East Nees Avenue and North Blackstone Avenues. The Project site is located within the High-Quality Transit Area which includes Blackstone Avenue (see Figure 4 on page 45 of this document). The City operates its FAX service and Bus Rapid Transit (BRT) Service along Blackstone Avenue. FAX also has stops along Nees Avenue. The Project site is within the green area (i.e., area with less than 14.0 VMT per capita) of the recently adopted CEQA Guidelines for Vehicles Miles Traveled Thresholds (City of Fresno 2020, pp. 9 - 212020c) and within the half mile buffer of the VMT Transit Map prepared for the City of Fresno Vehicle Miles Traveled (VMT) evaluation policies. The project includes two separate land uses, office and retail. Based on the City’s VMT Guidelines, the project may be eligible to be screened out if it is within a low-VMT Guidelines, the project may be eligible to be screened out if it is within a low-VMT zone based on VMT per employee. The Fresno Council of Government’s (COG’s) VMT Screening Tool was reviewed by Ambarish Mukherjee, P.E., AICP of LSA Associates to determine whether the project falls under a low-VMT per employee zone and can be screened out. The results of the Screening Tool are included in Attachment B. As shown in Attachment B, the VMT per employee for the Traffic Analysis Zone (TAZ) in which the project is located is 21.83. Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 45 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 46 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue As per the City’s VMT Guidelines, the threshold for determining VMT impacts for office projects is 87 percent of the existing regional VMT per employee. The Guidelines also state that the County should be considered as the “region’ for VMT analysis purposes. As shown in Attachment B, the VMT per employee for Fresno County is 25.60. Therefore, the threshold for determining VMT impacts for office project is 22.27. Since the project TAZ VMT per employee (21.83) is lower than the threshold (22.27), it is anticipated that the office component of the project can be screened out from a VMT analysis. The office component of this project falls within a low VMT zone and therefore can be screened out. Likewise, the future 8,000 sq. ft. restaurant component can be screened out as a local-serving retail space of less than 50,000 sq. ft. Based on the review of the Screening Tool and the location of the Project site, the Project is eligible to be screened out from a detailed VMT analysis (LSA 2021) (Attachment B). In conclusion, based on location in a low-VMT zone and having retail space less than 50,000 sq. ft. the project will not create a VMT impact and can be screened from a detailed VMT analysis. This is considered a less than significant impact. c)Substantially increase hazards due to a geometric design feature (e.g., sharp curves or dangerous intersections) or incompatible uses (e.g., farm equipment)? No Impact. The Project site would be accessed off West Nees Avenue via North San Pablo Avenue. The access would be along the east side of the site. The driveway off West Nees Avenue to North San Pablo Avenue is two lanes (one southbound providing ingress off West Nees Avenue and one northbound providing egress on to North San Pablo) and is currently used to access the Villagio Shopping Center. No change in access is proposed to accommodate the Project. No impact would occur regarding a substantial increase in hazards due to a geometric design feature. d)Result in inadequate emergency access? No Impact. As noted under item c) above, the Project site is accessed off West Nees Avenue via North San Pablo Avenue. The Project will be reviewed by the City of Fresno Planning Department and Fire Department. The Project would be subject to ministerial and mandatory approval of both regular ingress/egress points as well as emergency access and will not be approved unless the Site Plan meets both Planning and Fire Department standards. Final Site Plan approval is subject to field inspection as well. The Project cannot receive approval without incorporating adequate emergency access. Therefore, no impact to emergency access is anticipated. XVIII.TRIBAL CULTURAL RESOURCES a)Would the project cause a substantial adverse change in the significance of a tribal cultural resource, defined in Public Resources Code Section 21074 as either a site, feature, place, cultural landscape that is geographically defined in terms of the size and scope of the landscape, sacred place or object with cultural value to a California Native American tribe, and that is: Less than Significant Impact. As described in item a) above, it is not likely that human remains would be found on the Project site based on prior disturbance of the site. The impact is considered less than significant. While unlikely, if human remains are discovered, PEIR mitigation measure CUL-3 would be implemented (Attachment C): Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 47 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue CUL-3: In the event that human remains are unearthed during excavation and grading activities of any future development project, all activity shall cease immediately. Pursuant to Health and Safety Code (HSC) Section 7050.5, no further disturbance shall occur until the County Coroner has made the necessary findings as to origin and disposition pursuant to PRC Section 5097.98(a). If the remains are determined to be of Native American descent, the coroner shall within 24 hours notify the Native American Heritage Commission (NAHC). The NAHC shall then contact the most likely descendent of the deceased Native American, who shall then serve as the consultant on how to proceed with the remains. Pursuant to PRC Section 5097.98(b), upon the discovery of Native American remains, the landowner shall ensure that the immediate vicinity, according to generally accepted cultural or archaeological standards or practices, where the Native American human remains are located is not damaged or disturbed by further development activity until the landowner has discussed and conferred with the most likely descendants regarding their recommendations, if applicable, taking into account the possibility of multiple human remains. The landowner shall discuss and confer with the descendants all reasonable options regarding the descendants' preferences for treatment. Pursuant to Assembly Bill 52 (AB 52), the Table Mountain Rancheria Tribe and the Dumna Wo Wah were invited to consult under AB 52. The City of Fresno mailed notices regarding the project to both tribes on December 8, 2020 which included the required 30-day time period for tribes to request consultation. Following the close of the 30-day comment period on January 7, 2021, City staff confirmed that no comments were received from the tribes (Lang, pers. comm. January 25, 2021). Because neither Tribe requested consultation, and because existing cultural resources protection laws exist that would require construction activities to cease if artifacts are discovered, there is no impact to tribal cultural resources. The project would not result in any cultural resource environmental impacts beyond those analyzed in PEIR SCH No. 2019050005. i.) Listed or eligible for listing in the California Register of Historical Resources, or in a local register of historical resources as define in Public Resources Code Section 5020.1(k), or No Impact. The Project is in an urban setting. The surrounding area has been developed and disturbed with the neighboring Villagio Shopping Center developed in 2002. No resources eligible for listing in the California Register of Historical Resources are present on or in the vicinity of the site. Therefore, no impact would occur. ii. A resource determined by the lead agency, in its discretion and supported by substantial evidence, to be significant pursuant to criteria set forth in subdivision (c) of Public Resources Code Section 5024.1. In applying the criteria set forth is subdivision (c) of Public Resource Code Section 5024.1, the lead agency shall consider the significance of the resource to a California Native American Tribe. No Impact. Refer to item a) and ai), above. The Project site does not contain any resources determined to be significant for either the California Register of Historical Resources or a California Native American Tribe, specifically the Table Mountain Rancheria Tribe and the Dumna Wo Wah. Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 48 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue XIX. UTILITIES AND SERVICE SYSTEMS Would the project: a) Require or result in the relocation or construction of new or expanded water, wastewater treatment or storm water drainage, electric power, natural gas, or telecommunications facilities, the construction or relocation of which could cause significant environmental effects? No Impact. Construction of the Project would rely on existing infrastructure to provide required utilities and service systems as described below. Water The project site is in a developed portion of the City. The City of Fresno has a water distribution system including 1,780 miles of water system pipelines through the City’s Planning Area. Figure PU-2, Water Distribution System, of the City of Fresno General Plan shows 14-inch and smaller pipeline in Nees Avenue to the north. A City well is also located along Blackstone Avenue north of Nees Avenue (Dyett and Bhatia 2014, p. 6-19). The project would connect to existing water infrastructure for service. Based on the nature and size of the project (i.e., less than 500,000 sq. ft.), it would not require an SB 610 Water Supply Study. Wastewater Treatment The City of Fresno owns and maintains the majority of the wastewater collection systems that convey wastewater to the Fresno-Clovis Regional Reclamation Facility (FCRWRF), and all of the wastewater collection system that conveys wastewater to the North Fresno Wastewater Reclamation Facility (NFWRF). The Project would not increase demand such that the additional wastewater treatment capacity would be needed. The City's wastewater collection system consists of more than 1,380 miles of gravity flow pipelines ranging in size from 4 inches to 84 inches in diameter and ranging in age from new to more than 100 years old (LSA 2020, p. 4.17-3). Figure PU-1, Existing Wastewater System, of the City of Fresno General Plan shows 4-inch to 12-inch sewer pipe in Nees Avenue to the north (Dyett and Bhatia 2014, p. 6-19). No impact would occur with regard to relocation or construction of new or expanded wastewater facilities which could cause significant environmental effects. Storm Water Drainage FMFCD provides drainage service to the Fresno metropolitan area. In order to provide this service, FMFCD has organized the metropolitan area into over 170 urban drainage areas or watersheds. Collection systems convey the stormwater to disposal facilities, which in the majority of cases are excavated, unlined basins. The collection systems are designed to provide one foot of freeboard in the pipeline collection system designed to convey runoff rates generated by rainfall intensity up to and including a 50% probability of occurrence (a 2‐year return frequency) (LSA 2020, p. 4.17-7). Please refer to the discussion of X. Hydrology and Water Quality, above for additional details. Electric Power Pacific Gas and Electric (PG&E) serves the City of Fresno Planning Area with electricity and natural gas infrastructure is present in the areas surrounding the parcel including high voltage overhead power poles along Nees Avenue extending south along the east side of the project site. In addition, Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 49 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue an electrical box is present in the northwest corner of the project site. The project would contact PG&E for service and connect to existing PG&E infrastructure. b) Have sufficient water supplies available to serve the project and reasonably foreseeable future development during normal, dry, and multiple dry years? Less than Significant Impact. The City of Fresno Department of Public Utilities (DPU) provides potable water to most of the City as well as some users within the portion of the Planning Area outside of the City limits and to the Project. Fresno’s primary source of potable water is groundwater stored in an aquifer. This is groundwater is supplemented with surface water from the Kings River, the Central Valley Project and wastewater recycle exchange with Fresno Irrigation District. The Project is not of sufficient size to require preparation of Water Supply Assessment under SB 610 (i.e., is less than 500,000 sq. ft.). According to the City of Fresno Water Capacity Fee Study, “After the Metro Plan Update was developed, the City’s water demands decreased, and the City reduced its projections of future water demand through buildout. The most recent projections are developed in the City’s January 2014 Metro Plan Update Addendum which projects that potable water demand will increase to 195,000 acre-feet through buildout in 2035. This level of demand is equal to the total projected demand of 220,100 acre-feet (based on the 2035 General Plan Population with SBx7-7 Water Conservation Act compliance), less an estimated 25,000 AF of anticipated future recycled water supply” (Bartle Wells Associates 2016, p. 9). Thus, the Project would have a less than significant impact on water supply. c) Result in a determination by the waste water treatment provider, which serves or may serve the project that it has adequate capacity to serve the project’s projected demand in addition to the provider’s existing commitments? No Impact. The Project would generate wastewater flows from toilets and sinks and operation of the kitchen. The proposed uses would generate less wastewater than would be generated by the existing residential designation. The City of Fresno owns and operates two wastewater treatment facilities that serve the Fresno metropolitan area: the Fresno-Clovis Regional Wastewater Reclamation Facility (FCRWRF) and the North Fresno Wastewater Reclamation Facility (NFWRF) (LSA 2020, p. 4.17-22). The Project would be served by the FCRWR. The site is within the City’s Wastewater Management Plan and will undergo review by the City’s Department of Public Utilities to confirm capacity. Wastewater infrastructure is currently in place serving the surrounding development including the Villagio Shopping Center. The site is designated for High Density Residential development. The NRWRF has been designed to accommodate the land used designations of the General Plan. The proposed GPA from High Density Residential to Regional Mixed Use would result in a decrease in demand for wastewater treatment. For example, using established wastewater flow rates (15A NCAC 02T .0114), if the maximum existing density were developed on the site (45 units x 1.73 acres = 77 units) with a wastewater generation of 240 gallons per unit, approximately 18,400 gallons of wastewater would be produced per day (240 gallons/unit x 77 units = 18,400 gallons per day). In comparison, Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 50 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue development of an 8,000 sq. ft. restaurant seating 300 patrons at 40 gallons of wastewater per patron would generate 12,000 gallons of wastewater per day. Thus, a reduction of approximately 6,000 gallons per day of wastewater would occur under the proposed density of the GPA. Therefore, no impact to wastewater treatment would occur. d) Generate solid waste in excess of state or local standards, or in excess of the capacity of local infrastructure, or otherwise impair the attainment of solid waste reduction goals? No Impact. The Project is not anticipated to generate appreciable quantities of waste given its size and use (i.e., 8,000 sq. ft. restaurant with 2,500 sq. ft. of personal office space). AB 939 mandates the reduction of solid waste disposal in landfills. The City is currently achieving a 71 percent diversion rate (based on 2009 data) which is anticipated to increase due to a Fresno City Council resolution that commits the City to the goal of a Zero Waste goal by 2025. The project would be required to comply with the Zero Waste Strategic Action Plan approved on February 11, 2009 which would curb solid waste generation in keeping with the provisions of AB 939. Solid waste service is provided by the City of Fresno. Waste is disposed of at the American Avenue Landfill which has an estimated closure date of August 31, 2031 (LSA 2020, p. 4.17-30). No impact would occur. e) Comply with federal, state, and local management and reduction statutes and regulations related to solid waste? No Impact. The project would be required to comply with the City’s Zero Waste Strategic Action Plan. See analysis regarding the state requirements of AB 939 in subsection (d) above. XX. WILDFIRE If located in or near state responsibility areas or lands classified as very high fire hazard severity zones, would the project. a) Substantially impair an adopted emergency response plan or emergency evacuation plan? No Impact. The State Responsibility Area (SRA) is the area of the state of where the State of California is financially responsible for the prevention and suppression of wildfires. The SRA does not include lands within city boundaries (CalFire 2013). According to the Fresno General Plan Program EIR, “The California Emergency Services Act requires cities to prepare and maintain an emergency plan for emergencies that are natural or caused by man. The City’s adopted Emergency Operations Plan (EOP) plans for emergencies including natural hazards. The EOP does not designate any evacuation routes within the Planning Area.:” (LSA 2020, p. 4.18-6). The Project would have no impact on substantially impairing an adopted emergency response plan or emergency evacuation plan. b) Due to slope, prevailing winds, and other factors, exacerbate wildfire risks, and thereby expose project occupants to pollutant concentrations from a wildfire or the uncontrolled spread of a wildfire? Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 51 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue No Impact. The City is not in the SRA. According to the Fresno General Plan Program EIR, “given that the Planning Area is largely urbanized and paved, wildfire threats in the city are minimal. Further, rural agricultural lands located outside of the Fresno city limits and within the Planning Area lack steep topographies and, therefore, risk of the uncontrolled spread of wildfire is limited” (LSA 2020, p. 4.18-10). Therefore, no impact would occur regarding exposing project occupants to pollutant concentrations from a wildfire or the uncontrolled spread of a wildfire. c)Require the installation or maintenance of associated infrastructure (such as roads, fuel breaks, emergency water sources, power lines or other utilities) that may exacerbate fire risk or that may result in temporary or ongoing impacts to the environment? No Impact. The City is not in the SRA. Due to the nature of the Project and its location within the City of Fresno in an urban setting, the Project would not require new roads, fuel breaks, emergency water sources, power lines, or other utilities for construction that may exacerbate fire risk. d)Expose people or structures to significant risks, including downslope or downstream flooding or landslides, as a result of runoff, post-fire slope instability, or drainage changes? No Impact. The City is not in the SRA. The Project is located on flat land in the City of Fresno in an urban setting to the west of the Villagio Shopping Center. The Project would be built compliant with applicable development codes. No impact would occur that would result in exposing people or structures to significant risks, including downslope or downstream flooding or landslides as a result of runoff, post-fire slope instability, or drainage changes. Note: Authority cited: Sections 21083 and 21083.05, Public Resources Code. Reference: Section 65088.4, Gov. Code; Sections 21080(c), 21080.1, 21080.3, 21083, 21083.05, 21083.3, 21093, 21094, 21095, and 21151, Public Resources Code; Sundstrom v. County of Mendocino,(1988) 202 Cal.App.3d 296; Leonoff v. Monterey Board of Supervisors, (1990) 222 Cal.App.3d 1337; Eureka Citizens for Responsible Govt. v. City of Eureka (2007) 147 Cal.App.4th 357; Protect the Historic Amador Waterways v. Amador Water Agency (2004) 116 Cal.App.4th at 1109; San Franciscans Upholding the Downtown Plan v. City and County of San Francisco (2002) 102 Cal.App.4th 656. Potentially Significant Impact (PSI) Potentially Significant Unless Mitigation Incorporated (PSUMI) Less Than Significant Impact (LTSI) No Impact (NI) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 52 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue SECTION 3 III. MANDATORY FINDINGS OF SIGNIFICANCE The following are Mandatory Findings of Significance in accordance with Section 15065 of the CEQA Guidelines. a) Does the project have the potential to degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self-sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal, or eliminate important examples of the major periods of California history or prehistory? No Impact. Implementation of the Project would construct a building or buildings on a 1.73-acre vacant parcel to the west of the Villagio Shopping Center in accordance with an approved future site development entitlement. The site and surrounding area have been developed. The Project site would be infilled. The Project would have no impact with regard to degrading the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self-sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal, or eliminate important examples of the major periods of California history or prehistory. b) Does the project have impacts that are individually limited, but cumulatively considerable? (“Cumulatively considerable” means that the incremental effects of a project are considerable when viewed in connection with the effects of past projects, the effects of other current projects, and the effects of probable future projects.) No Impact. The Project would not result in any impacts that are individually limited but cumulatively considerable. c) Does the project have environmental effects, which will cause substantial adverse effects on human beings, either directly or indirectly? No Impact. The Project would be developed consistent with City of Fresno design standards. Therefore, the Project would not cause a substantial adverse effect on human beings either directly or indirectly. No impact would occur. City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 53 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue IV.PERSONS AND ORGANIZATIONS CONSULTED This section identifies those persons who prepared or contributed to preparation of this document. This section is prepared in accordance with Section 15129 of the CEQA Guidelines. A.CITY OF FRESNO Will Tackett, Planning Manager - City of Fresno Chris Lang, Planner III – City of Fresno McKencie Perez, Supervising Planner – City of Fresno B.OTHER AGENCIES/ORGANIZATIONS San Joaquin Valley Air Pollution Control District C. TRAFFIC ENGINEER John Rowland, PE, TE – Peters Engineering Group Ambarish Mukherjee, P.E., AICP – LSA Associates D.PROJECT REPRESENTATIVE Dirk Poeschel, AICP, Land Development Services, Inc. E.MND PREPARERS Melanie J. Halajian, AICP, Senior Planner – Ericsson-Grant, Inc. Kevin L. Grant, Managing Principal Ericsson-Grant, Inc. (Written or oral comments received on the checklist prior to circulation) City of Fresno Planning and Development Department Initial Study, Environmental Checklist Form Page 54 of 54 1.73-Acre Parcel at the Southwest Corner of West Nees Avenue & North San Pablo Avenue V. REFERENCES 15A NCAC 02T .0114 WASTEWATER DESIGN FLOW RATES. Accessed at http://reports.oah.state.nc.us/ncac/title%2015a%20-%20environmental%20quality/chapter%2002%20- %20environmental%20management/subchapter%20t/15a%20ncac%2002t%20.0114.pdf Referenced in text as (15A NCAC 02% .01114) Bartel Wells Associates. 2016. “City of Fresno – Water Capacity Fee Study.” August 26, 2016. Referenced in text as (Bartel Wells Associates 2016). California Department of Conservation Website https://maps.conservation.ca.gov/DLRP/CIFF/ Accessed July 30, 2020. Referenced in text as (DOC 2020). California Department of Forestry and Fire Protection. State Responsibility Area and Facilities. Original Map dated 2001. Updated 2013. Referenced in text as (CalFire 2013). City of Fresno. 2020a. City of Fresno General Plan Land Use and Circulation Map. Dated March 19, 2020. Referenced in text as (City of Fresno 2020a). City of Fresno, 2020b. CEQA Guidelines for Vehicle Miles Traveled for the City of Fresno. Adopted June 25, 2020. Department of Conservation 2000. A General Location Guide for Ultramafic Rocks in California-Areas More Likely to Contain Naturally Occurring Asbestos. Referenced in text as (DOC 2000). Dyett & Bhatia. Fresno General Plan. December 18, 2014. Referenced in text as (Dyett & Bhatia 2014). Fehr & Peers, 2016. City of Fresno Active Transportation Plan. December 2016. Referenced in text as (Fehr & Peers 2016). Fresno, City of. Operational Statement and Environmental Assessment Application. Revised March 12, 2020. Fresno Council of Governments. 2018. Fresno County Airport Land Use Compatibility Plan. Website: https://www.fresnocog.org/wp-content/uploads/2019/01/fresno-draft-ALUCP-12-04-17c.pdf https://www.fresnocog.org/wp-content/uploads/2019/01/fresno-final-alucp-113018-r_part2.pdf Accessed, August 3, 2020. Referenced in text as (Fresno COG 2018). Fresno, County of. Fresno County Office of Emergency Services website. Accessed at https://www.co.fresno.ca.us/departments/public-health/office-of-emergency-services-oes/about- fresno-county-office-of-emergency-services. Accessed March 23, 2020. Referenced in text as (Fresno County OES 2020). Gormley, Jill. Traffic Engineering Manager. City of Fresno. Personal communication (e-mail) August 17, 2020. Referenced in text as (Gormley pers. comm., 2020). Lang, Chris. Planner III. City of Fresno. Personal communication (e-mail). January 25, 2021. Referenced in text as (Lang, pers. comm. 2021). LSA 2020. Fresno General Plan Public Review Draft Program Environmental Impact Report. March 2020. Referenced in text as (LSA 2020). LSA 2021. 131 W. Nees Avenue Project Vehicle Miles Traveled Analysis Memorandum. October 29, 2021. Referenced in text as (LSA 2021). Peters Engineering Group. 2019. Limited Traffic Analyses – Trip Generation Comparison, Proposed General Plan Amendment Southwest of the Intersection of Nees and San Pablo Avenues, Fresno, California. Referenced in text as (PEG 2019). ATTACHMENT A TRIP GENERATION COMPARISON MEMORANDUM 952 Pollasky Avenue ♦ Clovis, California 93612 ♦ (559) 299-1544 ♦ www.peters-engineering.com Mr. David Fansler October 24, 2019 Fansler Restaurant Group 7636 North Ingram Avenue, No. 109 Fresno, California 93711 Subject: Limited Traffic Analyses - Trip Generation Comparison Proposed General Plan Amendment Southwest of the Intersection of Nees and San Pablo Avenues Fresno, California Dear Mr. Fansler: This report presents the results of a limited traffic impact study for the subject project. The analysis focuses on the anticipated number of vehicle trips resulting from the project. The primary purpose of this study is to evaluate the expected net change in trips generated at the site as a result of the proposed General Plan Amendment (GPA). The proposed GPA would change the planned land use on approximately 1.73 acres (APN 303-630-21) immediately southwest of the intersection of Nees and San Pablo Avenues from high-density residential (currently zone RM-3 allowing between 30 and 45 dwelling units per acre) to Regional Commercial (RC). The proposed land use would allow construction of 8,000-square-foot restaurant with a 2,500-square-foot single-tenant office. The site is located in Traffic Impact Zone (TIZ) III per the City of Fresno General Plan. Data provided in the Institute of Transportation Engineers (ITE) Trip Generation Manual, 10th Edition, are typically used to estimate the number of trips anticipated to be generated by the existing and proposed land uses at the site for comparison purposes. Table 1 presents trip generation characteristics of the proposed project. Table 1 Trip Generation Calculations – Proposed GPA Land Use Size Daily A.M. Peak Hour P.M. Peak Hour Rate Total Rate In:Out In Out Total Rate In:Out In Out Total High-Turnover (Sit-Down) Restaurant (ITE 932) 8.0 112.18 898 9.94 55:45 44 36 80 9.77 62:38 49 30 79 Small Office Building (ITE 712) 2.5 16.19 42 1.92 83:18 4 1 5 2.45 32:68 2 5 7 TOTALS: 940 48 37 85 51 35 86 Reference: Trip Generation Manual, 10th Edition, Institute of Transportation Engineers, 2017 Rates are reported in trips per 1,000 square feet of building area. Based on the current RM-3 zoning, the 1.73-acre site would yield between 52 and 77 units. Table 2 presents trip generation characteristics for a 77-unit multifamily residential development. Limited Traffic Analyses - Trip Generation Comparison – Proposed General Plan Amendment October 24, 2019 Southwest of the Intersection of Nees and San Pablo Avenues, Fresno, California Page 2 Table 2 Trip Generation Calculations – Multifamily Residential Land Use Size Daily A.M. Peak Hour P.M. Peak Hour Rate Total Rate In:Out In Out Total Rate In:Out In Out Total Multifamily Housing (Low- Rise) (ITE 220) 77 7.32 564 0.46 23:77 8 28 36 0.56 63:37 28 16 44 Reference: Trip Generation Manual, 10th Edition, Institute of Transportation Engineers, 2017 Rates are reported in trips per dwelling unit. Table 3 presents the net project trip generation by taking the difference between the existing land use trip generation (Table 2) and the proposed project trip generation (Table 1). Table 3 Net Project Trip Generation Scenario Daily A.M. Peak Hour P.M. Peak Hour Proposed GPA 940 85 86 Multifamily Residential 564 36 44 DIFFERENCE: 376 49 42 The results of the trip generation analyses suggest that the proposed GPA will result in an increase in trips expected to be generated at the site as compared to the current residential zoning. However, the proposed GPA is expected to generate fewer than 100 trips per peak hour, which is the threshold that triggers a traffic impact study for projects in TIZ-III per the City of Fresno General Plan. Thank you for the opportunity to perform these trip generation analyses for the Project. Please feel free to contact our office if you have any questions. PETERS ENGINEERING GROUP John Rowland, PE, TE ATTACHMENT B PROJECT VEHICLE MILES TRAVELED ANALYSIS MEMORANDUM LSA is a business name of LSA Associates, Inc.  CARLSBAD CLOVIS IRVINE LOS ANGELES PALM SPRINGS POINT RICHMOND RIVERSIDE ROSEVILLE SAN LUIS OBISPO 1500 Iowa Avenue, Suite 200, Riverside, California  92507     951.781.9310     www.lsa.net  MEMORANDUM  DATE: May 02, 2022  TO: Chris Lang, Planner III, City of Fresno  FROM: Ambarish Mukherjee, P.E., AICP  SUBJECT: 131 W Nees Avenue Project Vehicle Miles Traveled Analysis Memorandum  LSA is under contract to prepare a Vehicle Miles Traveled Analysis Memorandum (Memo) for the  proposed 131 W Nees Avenue Project (project) in the City of Fresno (City). The project site is located  at the southwest corner of Nees Avenue and San Pablo Avenue in the City. Figure 1 (all figures  attached) illustrates the regional and project location.   The project site is designated for High Density Residential uses in the adopted City of Fresno General  Plan and is zoned as Residential Multi‐Family District‐3 (RM‐3) which allows from 30 to 45  apartments per acre. The project will include a General Plan Amendment (GPA) and Zone Change  (ZC) to replace the planned high density multifamily residential units with the Regional Mixed‐Use  (RMX) General Plan designation and zoning. The proposed project will include an 8,000 square feet  (sf) restaurant and a 2,500 sf single tenant office.   BACKGROUND  On December 28, 2018, the California Office of Administrative Law cleared the revised California  Environmental Quality Act (CEQA) guidelines for use. Among the changes to the guidelines was  removal of vehicle delay and level of service from consideration under CEQA. With the adopted  guidelines, transportation impacts are to be evaluated based on a project’s effect on VMT.  Therefore, the prosed project’s transportation impacts will need to be evaluated under the revised  CEQA guidelines. The City adopted its CEQA Guidelines for Vehicle Miles Traveled Thresholds (VMT  Guidelines) in June 2020. The VMT analysis for this project has been prepared using the City’s  adopted VMT Guidelines.  VMT ANALYSIS  As previously stated, the project will include a GPA and ZC to replace the planned high density  multifamily residential units with the RMX General Plan designation and zoning. The proposed  project is within a High‐Quality Transit Area (HQTA). However, since the project will include a GPA  and ZC, it will not be consistent with the City’s General Plan as well as the Regional Transportation  Plan (RTP)/Sustainable Communities Strategy (SCS). Additionally, the project will have a Floor Area  Ratio (FAR) of approximately 0.14 which is much lower than the VMT screening criteria (FAR>0.75)    5/2/22 (P:\FRG2101\Traffic\131 W Nees Avenue Project_VMT Memorandum_05‐02‐2022.docx)  2  for projects located in HQTA. Therefore, the project cannot be screened from a VMT analysis based  on the HQTA criteria.  Since the land use and zoning for the lot are being changed from residential to mixed‐use, it is  anticipated that trips and subsequently VMT will be lowered due to internal capture. Additionally, as  per the City’s VMT Guidelines, a mixed‐use project can be evaluated for each component of the  project independently based on corresponding thresholds. The project includes two separate land  uses, office and retail. Based on the City’s VMT Guidelines, the project may be eligible to be  screened out if it is within a low‐VMT zone based on VMT per employee. The Fresno Council of  Governments’ (COG’s) VMT Screening Tool was reviewed to determine whether the project falls  under a low‐VMT per employee zone and can be screened out. The results from the Screening Tool  are included in Appendix A. As shown in Appendix A, the VMT per employee for the Traffic Analysis  Zone (TAZ) in which the project is located is 21.83. As per the City’s VMT Guidelines, the threshold  for determining VMT impacts for office projects is 87 percent of the existing regional VMT per  employee. The Guidelines also state that the County should be considered as the “region” for VMT  analysis purposes. As shown in Appendix A, the VMT per employee for Fresno County is 25.60.  Therefore, the threshold for determining VMT impacts for office projects is 22.27. Since the project  TAZ VMT per employee (21.83) is lower than the threshold (22.27), it is anticipated that the office  component of the project can be screened out from a VMT analysis. Additionally, the restaurant  component (8,000 sf) can be screened out as a local‐serving retail space of less than 50,000 sf.  Therefore, as per the City’s VMT analysis guidelines the project is eligible to be screened out from a  detailed VMT analysis.   In summary, based on its location in a low‐VMT zone and having retail space less than 50,000 sf, the  project will not create a VMT impact and can be screened from a detailed VMT analysis.   ATTACHMENTS  Figure 1: Regional and Project Location  Appendix A: Vehicle Miles Traveled Screening Results  FIGURES  NEES AVENUE SAN PABLO AVENUEÄÆ41 ÄÆ41 131 W Nees Avenue ProjectVehicle Miles Traveled Analysis Memorandum Regional and Project Location R:\FRG2101\Traffic\GIS\Reports\Traffic\fig1_RegLoc_10-04-2021.mxd (10/5/2021) SOURCE: ESRI Streetmap, 2013; Google Earth, 2018. FIGURE 1 0 1000 2000 FEET S!!N Project Location Madera County Fresno County ÃÃ145 ÃÃ168 ÃÃ180 ÃÃ41 ÃÃ99 Project Location Project Vicinity APPENDIX A  VEHICLE MILES TRAVELED SCREENING RESULTS VMT per Employee Screening Results (Fresno COG VMT Screening Tool)  ATTACHMENT C PEIR MITIGATION MONITORING AND REPORTING PROGRAM Mitigation Monitoring & Reporting Program City of Fresno Planning and Development Department Page 1 of 5 1.73 Acre Parcel at the Southwest Corner of Nees Avenue & North San Pablo Avenue This Mitigation Monitoring and Reporting Program (MMRP) provides mitigation measures recommended in the General Plan PEIR along with mitigation monitoring requirements. The purpose of this MMRP is to ensure compliance with all specified mitigation measures during project implementation. The MMRP is organized in tabular format. The first column identifies the mitigation measure. The second column, entitled “Mitigation Responsibility,” refers to the party responsible for implement ing the mitigation measure. The third column, entitled “Monitoring/Reporting Agency,” refers to the agency responsible for oversight or ensuring that the mitigation measure is implemented. The fourth column, entitled “Monitoring Timing/Schedule,” refers to when monitoring will occur to ensure that the mitigating action is completed. Mitigation Monitoring & Reporting Program City of Fresno Planning and Development Department Page 2 of 5 1.73 Acre Parcel at the Southwest Corner of Nees Avenue & North San Pablo Avenue ATTACHMENT C PEIR Mitigation Monitoring and Reporting Program Mitigation Measures Mitigation Responsibility Monitoring/ Reporting Agency Monitoring Timing/Schedule AESTHETICS AES-4.1: Lighting for Street and Parking Areas. Lighting systems for street and parking areas shall include shields to direct light to the roadway surfaces and parking areas. Vertical shields on the light fixtures shall also be used to direct light away from adjacent light sensitive land uses such as residences. Project Applicant and project architect. Public Works Department (PW) and Planning and Development Department Lighting systems to be confirmed during plan check, prior to issuance of building permits. Mitigation Monitoring & Reporting Program City of Fresno Planning and Development Department Page 3 of 5 1.73 Acre Parcel at the Southwest Corner of Nees Avenue & North San Pablo Avenue Mitigation Measures Mitigation Responsibility Monitoring/ Reporting Agency Monitoring Timing/Schedule CULTURAL RESOURCES CUL-1.1: If previously unknown resources are encountered before or during grading activities, construction shall stop in the immediate vicinity of the find and a qualified historical resources specialist shall be consulted to determine whether the resource requires further study. The qualified historical resources specialist shall make recommendations to the City on the measures that shall be implemented to protect the discovered resources, including but not limited to excavation of the finds and evaluation of the finds in accordance with Section 15064.5 of the CEQA Guidelines and the City’s Historic Preservation Ordinance. If the resources are determined to be unique historical resources as defined under Section 15064.5 of the CEQA Guidelines, measures shall be identified by the monitor and recommended to the Lead Agency. Appropriate measures for significant resources could include avoidance or capping, incorporation of the site in green space, parks, or open space, or data recovery excavations of the finds. No further grading shall occur in the area of the discovery until the Lead Agency approves the measures to protect these resources. Any historical artifacts recovered as a result of mitigation shall be provided to a City ‐ approved institution or person who is capable of providing long‐term preservation to allow future scientific study. Project Applicant and qualified historical resources specialist Planning and Development Department Planning and Development Department to review contract specifications to ensure inclusion of provisions included in project-specific mitigation measure. Following discovery of previously unknown resource, a qualified historical resources specialist shall prepare recommendations and submit to the Planning and Development Department. Timing for recommendations shall be established by project- specific mitigation measure. Mitigation Monitoring & Reporting Program City of Fresno Planning and Development Department Page 4 of 5 1.73 Acre Parcel at the Southwest Corner of Nees Avenue & North San Pablo Avenue Mitigation Measures Mitigation Responsibility Monitoring/ Reporting Agency Monitoring Timing/Schedule CULTURAL RESOURCES CUL-3: In the event that human remains are unearthed during excavation and grading activities of any future development project, all activity shall cease immediately. Pursuant to Health and Safety Code (HSC) Section 7050.5, no further disturbance shall occur until the County Coroner has made the necessary findings as to origin and disposition pursuant to PRC Section 5097.98(a). If the remains are determined to be of Native American descent, the coroner shall within 24 hours notify the Native American Heritage Commission (NAHC). The NAHC shall then contact the most likely descendent of the deceased Native American, who shall then serve as the consultant on how to proceed with the remains. Pursuant to PRC Section 5097.98(b), upon the discovery of Native American remains, the landowner shall ensure that the immediate vicinity, according to generally accepted cultural or archaeological standards or practices, where the Native American human remains are located is not damaged or disturbed by further development activity until the landowner has discussed and conferred with the most likely descendants regarding their recommendations, if applicable, taking into account the possibility of multiple human remains. The landowner shall discuss and confer with the descendants all reasonable options regarding the descendants' preferences for treatment. Project Applicant and qualified historical resources specialist Planning and Development Department Planning and Development Department to review construction specifications to ensure inclusion of provisions included in mitigation measure. Mitigation Monitoring & Reporting Program City of Fresno Planning and Development Department Page 5 of 5 1.73 Acre Parcel at the Southwest Corner of Nees Avenue & North San Pablo Avenue Mitigation Measures Mitigation Responsibility Monitoring/ Reporting Agency Monitoring Timing/Schedule BIOLOGICAL RESOURCES BIO-1.4: Proposed projects within the Planning Area should avoid, if possible, construction within the general nesting season of February through August for avian species protected under Fish and Game Code 3500 and the Migratory Bird Treaty Act (MBTA), if it is determined that suitable nesting habitat occurs on a project site. If construction cannot avoid the nesting season, a pre‐construction clearance survey shall be conducted by a qualified biologist to determine if any nesting birds or nesting activity is observed on or within 500‐feet of a project site. If an active nest is observed during the survey, a biological monitor shall be on site to ensure that no proposed project activities would impact the active nest. A suitable buffer shall be established around the active nest until the nestlings have fledged and the nest is no longer active. Project activities may continue in the vicinity of the nest only at the discretion of the biological monitor. Prior to commencement of grading activities and issuance of any building permits, the Director of the City of Fresno Planning and Development Department, or designee, shall verify that all proposed project grading and construction plans include specific documentation regarding the requirements of the Migratory Bird Treaty Act (MBTA) and California Fish and Game Code Section 3503, that preconstruction surveys have been completed and the results reviewed by staff, and that the appropriate buffers (if needed) are noted on the plans and established in the field. Specific mitigation measures for direct or incidental impacts to avian species protected under Fish and Game Code 3500 and the Migratory Bird Treaty Act (MBTA) shall be determined on a case-by-case basis through agency consultation during the review process for discretionary projects, and shall be consistent with survey protocols and mitigations measures recommended by the agency at the time of consultation. Project Applicant and qualified biologist. Planning and Development Department and California Fish and Game Prior to commencement of grading activities and issuance of any building permits/if it is determined that suitable nesting habitat occurs on a project site. Specific mitigation measures to be determined on a case-by- case basis through agency consultation during the review process for discretionary projects, and shall be consistent with survey protocols and mitigations measures recommended by the agency at the time of consultation. Exhibit J From:Dirk Poeschel To:Chris Lang Subject:RE: Neighborhood Meeting Date:Tuesday, August 30, 2022 1:18:32 PM 12 people attended NO concerns at all. Manco Abbott representatives of the apartments next door to the west, and Lance Kashian, Tingey and some neighbors attended. All in support did not want hi density multifamily. Outreach meeting was held at Westwoods on October 14, 2019. Mr. Fansler was in attendance. I think 4 people wrote letters of support that were previously sent to city staff. Dirk Poeschel, AICP Land Development Services, Inc. 923 Van Ness Ave., Suite 200 Fresno, Ca. 93721 Ph- 559-445-0374 CalBRE No. 01882606 I want to reassure our clients that we are still open and operational with full staff. Some of our team members are working remotely from home and others are at the office. We are actively working on our clients projects. Be well and stay safe. Exhibit K FRESNO CITY PLANNING COMMISSION RESOLUTION NO. 13765 The Fresno City Planning Commission, at its meeting on September 7, 2022, adopted the following resolution relating to Plan Amendment Application No. P19-05950. WHEREAS, Plan Amendment Application No. P19-05950 pertains to approximately 1.73 acres of property located on the southwest corner of West Nees and North San Pablo Avenues; and, WHEREAS, Plan Amendment Application No. P19-05950 proposes to amend the Fresno General Plan for the subject property from the High Density Residential to the Regional Mixed Use planned land use designation; and, WHEREAS, on September 7, 2022, the Fresno City Planning Commission the Fresno City Planning Commission conducted a public hearing to review the proposed Plan Amendment, considered the associated Negative Declaration prepared for Environmental Assessment No. P19-05950, received public testimony, and considered the Planning and Development Department’s report recommending approval of the proposed plan amendment and environmental assessment; and, WHEREAS, the Fresno City Planning Commission has reviewed the environmental assessment prepared for this Plan Amendment, Environmental Assessment No. P19- 05950 dated July 29, 2022, and is satisfied that the appropriate measures of development will adequately reduce or alleviate any potential adverse impacts either generated from the proposal, or impacting the proposal from an off-site source, and hereby concurs with the issuance of a Negative Declaration; and, WHEREAS, the Planning Commission reviewed the subject plan amendment application in accordance with the land use policies of the Fresno General Plan and the Bullard Community Plan; and, WHEREAS, the Planning Commission reviewed the subject plan amendment application in accordance with Section 15-5812 of the FMC and finds that the plan amendment meets the criteria established by Section 15-5812. NOW, THEREFORE, BE IT RESOLVED by the Planning Commission of the City of Fresno, based upon the testimony and information presented at the hearing and upon review and consideration of the environmental documentation provided, as follows: 1. The Commission finds in accordance with its own independent judgment that Plan Amendment Application No. P19-05950 will not have a significant effect on the environment. It has been further determined that all applicable project specific mitigation measures have been incorporated to assure that the project will not cause significant adverse cumulative impacts, growth inducing impacts and PLANNING COMMISSION RESOLUTION No. 13765 Plan Amendment Application No. P19-05950 September 7, 2022 Page 2 irreversible significant effects. Therefore, it has been determined based upon the evidence in the record that the project will not have a significant impact on the environment and that the filing of a negative declaration is appropriate in accordance with the provisions of CEQA Section 21157.5(a)(2) and CEQA Guidelines Section 15178(b)(1) and (2). Accordingly, the Commission recommends the Council adopt the Negative Declaration for Environmental Assessment No. P19-05950 dated July 29, 2022. BE IT FURTHER RESOLVED that the Fresno City Planning Commission hereby recommends to the City Council that Plan Amendment Application No. P19-05950, which proposes to amend the Fresno General Plan and Bullard Community Plan, as depicted by the attached Exhibit “A” be approved. The foregoing Resolution was adopted by the Fresno City Planning Commission upon a motion by Commissioner Hardie, seconded by Chair Vang. VOTING: Ayes - Hardie, Vang, Bray, Criner Noes - None Not Voting - Fuentes Absent - Diaz, Wagner DATED: September 7, 2022 _______________________________ Jennifer Clark, Secretary Fresno City Planning Commission Resolution No. 13765 Rezone Application No. P19-05950 Filed by Dirk Poeschel, on behalf of David Fansler Action: Recommend Approval to the City Council Attachment: Exhibit A Exhibit L FRESNO CITY PLANNING COMMISSION RESOLUTION NO. 13766 The Fresno City Planning Commission, at its meeting on September 7, 2022, adopted the following resolution relating to Rezone Application No. P19-05950. WHEREAS, Rezone Application No. P19-05950 has been filed with the City of Fresno as part of a rezone for the subject property as described below: REQUESTED ZONING: RMX (Regional Mixed Use) zone district EXISTING ZONING: RM-3/UGM/cz (Multi-Family Residential, High Density / Urban Growth Management / conditions of zoning) zone district APPLICANT: Dirk Poeschel, on behalf of David Fansler LOCATION: Located on the southwest corner of West Nees and North San Pablo Avenues in the City of Fresno, California APN: 303-630-21 DESCRIPTION OF PROPERTY TO BE REZONED: As described and depicted on the attached Exhibit “A”. WHEREAS, the above-named applicant is requesting a zoning change on the above property in order to rezone the property to be consistent with the proposed Regional Mixed Use planned land use of the Fresno General Plan; and, WHEREAS, the Fresno City Planning Commission on September 7, 2022, conducted a public hearing to review the proposed rezone, received public testimony and considered the Planning and Development Department’s report recommending approval of the proposed rezone; and, WHEREAS, the Planning Commission reviewed the subject rezone application in accordance with Section 15-5812 of the FMC and finds that the rezone meets the criteria established by Section 15-5812; and, WHEREAS, at the hearing no members of the public spoke in support or opposition to the proposed rezone application; and, NOW, THEREFORE, BE IT RESOLVED that the Fresno City Planning Commission hereby finds and determines that the environmental assessment for Rezone Application No. P19-05950 may have additional significant effects on the environment that were not identified in the Fresno General Plan Program Environmental Impact Report (PEIR) No. 2019050005; and hereby recommends approval to the City Council the Negative PLANNING COMMISSION RESOLUTION No. 13766 Rezone Application No. P19-05950 September 7, 2021 Page 2 Declaration prepared for Environmental Assessment No. P19-05950 dated July 29, 2022, for the proposed project. BE IT FURTHER RESOLVED that the Fresno City Planning Commission hereby recommends to the City Council that the requested RMX (Regional Mixed Use) zone district be approved as depicted by the attached Exhibit “A” and described within the staff report to the Planning Commission dated September 7, 2022. The foregoing Resolution was adopted by the Fresno City Planning Commission upon a motion by Commissioner Hardie, seconded by Chair Vang. VOTING: Ayes - Hardie, Vang, Bray, Criner Noes - None Not Voting - Fuentes Absent - Diaz, Wagner DATED: September 7, 2022 _______________________________ Jennifer Clark, Secretary Fresno City Planning Commission Resolution No. 13766 Rezone Application No. P21-05950 Filed by Dirk Poeschel, on behalf of David Fansler Action: Recommend Approval to the City Council Attachment: Exhibit A Exhibit M 225' 178'332'35 '310'NSAN PABLOAVEW NEES AVE N GLENN AVENPOPLARAVEW FALLBROOK AVE rh rmh co rmh cbp rmh rmh cr il P19-05950APN:303-630-21131 W Nees Avenue 0 200 400100Feet / EXHIBIT A- Plan Amendment rhtormx Proposes to reclassify 1.64 acres of property from the rh (Residential - High Density) land use to rmx (Regional Mixed Use) land use. Exhibit N 225' 178'332'35 '310'BP RM-1 RM-1 IL CR RM-1 RM-1 CRNSAN PABLOAVEW NEES AVE N GLENN AVENPOPLARAVEW FALLBROOK AVE P19-05950APN:303-630-21131 W Nees Avenue 0 200 400100Feet / EXHIBIT A- Rezone RM-3/UGM/cz toRMX Proposes to reclassify 1.64 acres of property from the RM-3/UGM/cz (Residential Multi-Family, High Density/Urban Growth Management/conditions of zoning) zone district to RMX (Regional Mixed Use) zone district. City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-107 Agenda Date:1/19/2023 Agenda #:A. REPORT TO THE CITY COUNCIL FROM:SANTINO DANISI, MBA, Finance Director/City Controller Finance Department SUBJECT HEARING designating and authorizing certain Finance Officers of the City of Fresno (“City”) to sign various investment and commercial banking documents, and to provide verbal instruction required for prudent financial administration and safekeeping of Fresno Joint Powers Finance Authority (“JPFA”) funds and property RECOMMENDATION Staff recommends that the JPFA Board of Directors (the “Board”) adopt the attached Resolution designating and authorizing the following employees of the City of Fresno to perform certain duties necessary for the day-to-day financial operations of the JPFA: Controller/Finance Director/(ex-officio) Treasurer, the Assistant Controller/Finance Director, the Administrative Manager of the Finance Department, the Principal Accountant of the Accounting Section, the Treasury Officer of the City Treasury Section, and the City Manager. EXECUTIVE SUMMARY On October 25, 1988, the Board adopted By-Laws of the JPFA (the “By-Laws”), which designate the Treasurer of the City of Fresno as the Treasurer and Controller of the JPFA (“Treasurer and Controller”). Responsibilities of the Treasurer and Controller of the JPFA include signing checks and various investment and commercial banking documents, and providing verbal instruction as required for the prudent financial administration and safekeeping of JPFA funds and property. In order to accomplish these tasks, it is necessary for the Treasurer and Controller to delegate some duties to responsible City of Fresno Finance Department employees. Pursuant to Section IV.D(7) of the Joint Exercise of Powers Agreement by and between the City of Fresno and Redevelopment Agency of the City of Fresno, now the City of Fresno as Successor Agency to the Redevelopment Agency of the City of Fresno, as amended on November 1, 1991 (the “Joint Powers Agreement”), the Board has the power to appoint such other officers and employees as it may deem necessary. BACKGROUND The Joint Powers Agreement was approved on October 25, 1988, for the purpose of assisting the City in financing various capital projects. As the JPFA has no employees of its own, the Agreement and the By-Laws designate the Treasurer of the City as the Treasurer and Controller of the Authority. As such, it is the Treasurer and Controller’s responsibility to administer the financial affairs of the City of Fresno Printed on 1/13/2023Page 1 of 2 powered by Legistar™ 01-19-2023 GB / MK 2-0 JPFA 56 File #:ID 23-107 Agenda Date:1/19/2023 Agenda #:A. Authority under the direction of the Board. Examples of the financial affairs assigned to the Treasurer and Controller include: signing checks, purchasing investments, and performing various other banking transactions. Once again, since the JPFA has no employees of its own, in order for the Treasurer and Controller to effectively and efficiently meet his/her responsibilities, the authority for performing many finance functions must be delegated to responsible City of Fresno Finance Department employees. A reasonable system of internal controls requires that only certain employees be authorized to approve these day-to-day transactions. These employees, along with the Treasurer and Controller, are to be designated as the JPFA’s Finance Officers. The attached Resolution contains the complete list of proposed Finance Officers, along with their exemplar signatures, and provides the authorization for them to perform JPFA financial transactions. The list includes the City of Fresno Controller/Finance Director/(ex-officio) Treasurer, the Assistant Controller/Finance Director, the Administrative Manager of the Finance Department, the Principal Accountant of the Accounting Section, the Treasury Officer of the Treasury Section, and the City Manager. The attached Resolution has been approved as to form by the City Attorney’s Office. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act Guidelines Section 15378 this item does not qualify as a “project” and is therefore exempt from the California Environmental Quality Act requirements. LOCAL PREFERENCE Local preference was not considered because this Resolution does not include a bid or award of a construction or service contract. FISCAL IMPACT The compensation of the Controller/Finance Director/(ex-officio)Treasurer and the additional Finance Officers to be appointed by this Resolution,has been established by the City’s Position Authorization Resolution and Budget for Fiscal Year 2022-2023.Section IV.D.(4)of the By-Laws provides for charges to be made against the JPFA,for the services of the Treasurer and Controller,as determined by the City.Since the amount of service to be provided to the JPFA is currently unknown,there is no way to determine the fiscal impact on the JPFA.However,there will be no cost to the General Fund or any other City Fund associated with the recommended action,due to the fact that the cost of any service provided to the JPFA will be offset by charges to the JPFA.The list of approve signers is needed to meet charter requirements for the financial management of the JPFA. Attachment: JPFA Resolution City of Fresno Printed on 1/13/2023Page 2 of 2 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-108 Agenda Date:1/19/2023 Agenda #:B. REPORT TO THE CITY COUNCIL FROM:SANTINO DANISI, MBA, Finance Director/City Controller Finance Department SUBJECT HEARING to consent to and authorize the investment monies in the Local Agency Investment Fund (“LAIF”) in the custody of the State Treasurer for purposes of prudent financial administration and safekeeping of Fresno Joint Powers Finance Authority (“JPFA”) funds, and authorize certain Finance Officers of the City of Fresno (“City”) in connection therewith RECOMMENDATION Staff recommends that the JPFA Board of Directors (the “Board”) adopt the attached Resolution authorizing the investment of monies in the Local Agency Investment Fund (“LAIF”), and designating and authorizing the following Finance Officers of the City to conduct investment transactions with LAIF on behalf of the JPFA: Controller/Finance Director/(ex-officio) Treasurer, the Assistant Controller, the Finance Department Administrative Manager, Principal Accountant, and the Treasury Officer. EXECUTIVE SUMMARY On October 25, 1988, the Board adopted the By-Laws of the JPFA (the “By-Laws”), which designate the Treasurer of the City of Fresno as the Treasurer and Controller of the JPFA (“Treasurer and Controller”). Responsibilities of the Treasurer and Controller of the JPFA include signing checks and various investment and commercial banking documents, and providing verbal instruction as required for the prudent financial administration and safekeeping of JPFA funds and property. In order to accomplish these tasks, it is necessary for the Treasurer and Controller to delegate some duties to responsible City of Fresno Finance Department employees. Pursuant to Section IV.D(7) of the Joint Exercise of Powers Agreement by and between the City of Fresno and Redevelopment Agency of the City of Fresno, now the City of Fresno as Successor Agency to the Redevelopment Agency of the City of Fresno, as amended on November 1, 1991 (the “Joint Powers Agreement”), the Board has the power to appoint such other officers and employees as it may deem necessary. BACKGROUND The Joint Powers Agreement was approved on October 25, 1988, for the purpose of assisting the City in financing various capital projects. As the JPFA has no employees of its own, the Agreement and the By-Laws designate the Treasurer of the City as the Treasurer and Controller of the Authority. As such, it is the Treasurer and Controller’s responsibility to administer the financial affairs of the City of Fresno Printed on 1/13/2023Page 1 of 2 powered by Legistar™ 01-19-2023 GB / MK 2-0 JPFA 57 File #:ID 23-108 Agenda Date:1/19/2023 Agenda #:B. As such,it is the Treasurer and Controller’s responsibility to administer the financial affairs of the Authority under the direction of the Board.Examples include:signing checks,purchasing investments,and performing various other banking transactions.The authority for performing many finance functions must be delegated to responsible City of Fresno Finance Department employees. LAIF requires a separate Resolution authorizing such officials to transact business with LAIF. The attached Resolution contains the complete list of proposed Finance Officers, along with their exemplar signatures, and provides the authorization for them to perform JPFA financial transactions with LAIF. The list includes the City of Fresno Controller/Finance Director/(ex-officio) Treasurer, the Assistant Controller/Finance Director, the Finance Department’s Administrative Manager, Principal Accountant, and the Treasury Officer. The attached Resolution has been approved as to form by the City Attorney’s Office. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act Guidelines Section 15378 this item does not qualify as a “project”and is therefore exempt from the California Environmental Quality Act requirements. LOCAL PREFERENCE Local preference was not considered because this Resolution does not include a bid or award of a construction or service contract. FISCAL IMPACT Section IV.D.(4)of the By-Laws provides for charges to be made against the JPFA,for the services of the Treasurer and Controller,as determined by the City.Since the amount of service to be provided to the JPFA is currently unknown,there is no way to determine the fiscal impact on the JPFA. However,there will be no cost to the General Fund or any other City Fund associated with the recommended action,due to the fact that the cost of any service provided to the JPFA will be offset by charges to the JPFA. Attachment: Resolution City of Fresno Printed on 1/13/2023Page 2 of 2 powered by Legistar™ RESOLUTION NO . ------ A RESOLUTION OF THE BOARD OF THE FRESNO JOINT POWERS FINANCING AUTHORITY, DESIGNATING AND AUTHORIZING CERTAIN FINANCE OFFICERS OF THE CITY OF FRESNO TO DEPOSIT AND WITHDRAW FUNDS INTO AND OUT OF THE LOCAL AGENCY INVESTMENT FUND (LAIF) IN THE STATE TREASURY WHEREAS, the City of Fresno (the City) and the Redevelopment Agency of the City of Fresno (the Agency) have executed a Joint Exercise of Powers Agreement, dated October 25, 1988, as amended November 1, 1991 (the Joint Powers Agreement), between the City and the Agency that creates and establishes the Fresno Joint Powers Financing Authority (the Authority); and, WHEREAS, the Joint Powers Agreement defines the "Law" as Articles 1 through 4 of Chapter 5 of Division 7 of Title 1 of the Government Code; and WHEREAS, the Joint Powers Agreement designates the Treasurer of the City as the Treasurer of the Authority; and WHEREAS, the Treasurer is the depositary of the Authority having custody of all money of the Authority, from whatever source, with the powers, duties, and responsibilities specified in Section 6505.1 of the Law, subject to the applicable provisions of any indenture, trust agreement, or resolution providing for a trustee or other fiscal agent; and WHEREAS, the Joint Powers Agreement designates the Treasurer of the City as the Treasurer and Controller of the Authority, (hereafter the Treasurer/Controller'), with the powers, duties, and responsibilities specified in Section 6505.5 of the Law, and 1 of 5 Date Adopted: Date Approved: Effective Date: 't) / City Attorney Approval : -=:Dl-c.--_ Resolution No . ---- the Treasurer/Controller is authorized to draw checks to pay demands against the Authority when the demands have been approved by the Authority; and WHEREAS, the Law permits the contracting parties to designate the public officers or persons who will have charge of, handle, or have access to any property of the Authority, and the Joint Powers Agreement grants the Board of the Authority the power to appoint such other officers and employees as it may deem necessary; and, WHEREAS, by California Government Code Section 16429.1 (State law), the State legislature created a fund, which the State Treasurer holds in trust, and which is known as the Local Agency Investment Fund (LAIF); and WHEREAS, a local government official, with the consent of the governing body of that agency having money in its treasury not required for immediate needs, may remit the money to the State Treasurer for deposit in the LAIF for the purpose of investment; and, WHEREAS, in order to facilitate LAIF transactions, the Treasurer/Controller must designate and authorize certain Finance Officers to execute transactions with the LAIF, including deposits and withdrawals, all in accordance with and as permitted under State law, for investment purposes; and WHEREAS, it is the Treasurer/Controller seeking the delegation of such authority granted by Section 4.D of the Joint Powers Agreement to perform such financial transactions with LAIF, and to here present for the Board's approval a list of responsible Finance Department employees to be authorized to execute financial transactions with LAIF, and to provide their exemplar signatures, and an exemplar signature of the Treasurer/Controller; and WHEREAS , the Law states that persons or officers are required to file an official bond in an amount fixed by the contracting parties, and Section D .5 of the Joint Powers 2 of 5 Agreement sets the official bond amount at $25,000. NOW THEREFORE, IT IS RESOLVED bythe Board of the Fresno Joint Powers Financing Authority, as follows: 1. The City Finance Department employees, and their successors in office, all of whose positions, names, and exemplar signatures are shown below, are designated as Finance Officers of the Fresno Joint Powers Financing Authority, authorized to execute financial transactions with LAIF, acting alone as approved by the Treasurer/Controller, and the exemplar signature of the Treasurer/Controller is set forth and acknowledged. 2. Upon, and subject to each Finance Officer having filed an official bond for $25,000, as required by the Law and the Joint Powers Agreement, each Finance Officer shall be authorized as provided in this Resolution and approved by the Authority and as necessary for the prudent financial administration and safekeeping of Authority funds and property. 3. The following specimen signatures shall be officially recognized until this authority is rescind ~ 3 ution of the Council. RuthOuinto,A,Assistant City Manager/Interim Finance Director/Controller (ex-officio) Treasurer San~o~Uy Controller 3 of 5 Mang Thao, Ad Rob erta Cope, Prin ci pa l Accountant Corrina Barbarite, Treasury Officer 4. Any prior resolutions appointing Finance Officers, setting forth exemplar signatures, and authorizing officers as set forth herein are hereby rescinded. 4 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 Board of Directors of the Joint Powers Financing Authority, of the City of Fresno, California , at a regular meeting thereof, held on the _____ day of _______ ~ 2023 . AYES NOES ABSENT ABSTAIN : APPROVED AS TO FORM : ANDREW JANZ City Attorney By:------------- Brandon M. Collet Date Supervising Deputy City Attorney TODD STERMER, CMC City Clerk By: ___________ _ Deputy 5 of 5 City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-109 Agenda Date:1/19/2023 Agenda #:C. REPORT TO THE CITY COUNCIL FROM:SANTINO DANISI, MBA, Finance Director/City Controller Finance Department SUBJECT Appoint and authorize certain Finance Officers of the City of Fresno (“City”) to sign City checks and various investment and commercial banking documents, and to provide verbal instruction required for the prudent financial administration and safekeeping of City funds RECOMMENDATION Appoint and authorize certain City employees to act as Finance Officers to sign City checks and various investment and commercial banking documents, and to provide verbal instruction required for the prudent financial administration and safekeeping of City funds. EXECUTIVE SUMMARY The City Council periodically adopts Resolutions which appoint Finance Officers for the City of Fresno to sign City checks and various investment and commercial banking documents, and to provide verbal instruction as required for the prudent financial administration and safekeeping of City funds. Since the approval of the last Resolution, there has been a change to the list of Finance Officers as shown on the attached Resolution. BACKGROUND Fresno Charter Section 804 establishes the position of Controller and specifies that this person is to have charge of the Finance Department and administer the financial affairs of the City under the direction of the Chief Administrative Officer. Fresno Municipal Code Section 7-901 names the City Controller as the ex-officio Treasurer of the City, and states that the Treasurer shall receive all moneys collected by the City and shall “retain the same in his custody to the order of said city.” Examples of the financial affairs assigned to the Controller include: signing payroll and accounts payable checks, purchasing investments, and performing various other banking transactions. In order for the Controller to effectively and efficiently meet these responsibilities, the authority for performing many finance functions must be delegated to responsible Finance Department employees. A reasonable system of internal controls requires that only certain employees be authorized to approve these day-to-day transactions. City of Fresno Printed on 1/13/2023Page 1 of 2 powered by Legistar™ 01-19-2023 TM / MA 7-0 R. 2023-024 File #:ID 23-109 Agenda Date:1/19/2023 Agenda #:C. These employees, along with the Controller, are designated as the City of Fresno’s Finance Officers. The attached Resolution contains a list of Finance Officers, along with their exemplar signatures, and provides the authorization for them to perform Finance Department transactions. The list includes the Controller/Finance Director/(ex-officio) Treasurer, the Assistant Finance Director/Controller, the Administrative Manager of the Finance Department, the Principal Accountant of the Accounting Unit, and the Treasury Officer of the Treasury Unit. Additionally, to maintain a higher level of redundancy and improve internal controls, the City Manager is also designated as a signatory. The attached Resolution has been approved as to form by the City Attorney’s Office. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act Guidelines Section 15378 this item does not qualify as a “project”and is therefore exempt from the California Environmental Quality Act requirements. LOCAL PREFERENCE Local preference was not considered because this Resolution does not include a bid or award of a construction or service contract. FISCAL IMPACT The compensation of the Controller/Finance Director/(ex-officio)Treasurer and the additional Officers to be appointed by this Resolution,has already been established by the City’s Position Authorization Resolution and Budget for Fiscal Year 2022-2023.There is no additional cost to the General Fund or any other City Fund associated with the recommended action.The list of approved signers is needed to meet charter requirements for the financial management of the City. Attachment: Resolution City of Fresno Printed on 1/13/2023Page 2 of 2 powered by Legistar™ RESOLUTION NO . ----- A RESOLUTION OF THE COUNCIL OF THE CITY OF FRESNO, CALIFORNIA, AUTHORIZING CERTAIN FINANCE OFFICERS OF THE CITY OF FRESNO TO SIGN CITY CHECKS AND VARIOUS INVESTMENT AND COMMERCIAL BANKING DOCUMENTS, AND TO PROVIDE VERBAL INSTRUCTION REQUIRED FOR THE PRUDENT FINANCIAL ADMINISTRATION AND SAFEKEEPING OF CITYFUNDS WHEREAS, the City of Fresno (the City) is a chartered city duly organized and existing under and pursuant to the provisions of the Constitution of the State of California and the Charter of the City; and WHEREAS, Charter Section 804 establishes the position of Controller to be appointed by the Chief Administrative Officer with the approval of the Council, to have the authority and responsibility for the administration of the financial affairs of the City; and , WHEREAS, Fresno Municipal Code Section 7-901 names the Controller for the City of Fresno as the ex-officio Treasurer of the City of Fresno; and WHEREAS, the effective and efficient execution of the financial affairs of the City requires that certain Finance Officers be appointed and authorized to sign City checks, sign various investment and commercial banking documents, approve electronic transfers of funds, and provide verbal instructions in connection with the prudent administration and safekeeping of City Funds; and WHEREAS, it is the intention of the Controller/Finance Director/(ex-officio) Treasurer to delegate the authority granted by Charter Section 804 to perform the aforementioned financial transactions and to provide for Council's approval a list of Date Adopted: Date Approved: Effective Date: w City Attorney Approval : ~ 1 of 4 Resolution No . responsible Finance Department employees, along with their exemplar signatures , to be designated as Finance Officers, NOW THEREFORE, IT IS RESOLVED by the Council of the City of Fresno, as follows: 1. The Controller/Finance Director/( ex-officio) Treasurer for the City of Fresno, and the Finance Department employees, all of whose names and signatures are shown below, are designated as Finance Officers of the City of Fresno. 2. The Controller/Finance Director/( ex-officio) Treasurer is authorized to sign City checks with either his handwritten or facsimile signature acting alone. Any two of the other three Finance Officers designated herein, acting together, are authorized to sign City checks by facsimile or handwritten signature. 3. The Controller/Finance Director/( ex-officio) Treasurer acting alone, or any two of the other three Finance Officers designated herein acting together, are authorized to sign various investment and commercial banking documents, approve electronic transfers of funds, or provide verbal instruction to investment and banking representatives as necessary for the prudent financial administration and safekeeping of City funds. 4. The following five specimen signatures shall be officially recognized until this authority is rescinded by a subsequent Resolution of the Council. Ru&~~City Mangaer ( ex-offtio) Treasurer , nt Finance Director/City Controller 2 of 4 Roberta Cope, PrincipaiAccountant Corrina Barbarite, Treasury Officer 5 . All prior Resolutions pertaining to the authorization of Finance Officers are hereby rescinded. * * * * * * * * * * * * * 3 of 4 SATE 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 ABSTAIN: ABSENT: APPROVED AS TO FORM : ANDREW JANZ City Attorney By:----------- Brandon M. Collet Date Supervising Deputy City Attorney 4 of 4 TODD STERMER, CMC City Clerk By: ________ _ Date Deputy City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-110 Agenda Date:1/19/2023 Agenda #:D. REPORT TO THE CITY COUNCIL FROM:SANTINO DANISI, MBA, Finance Director/City Controller Finance Department SUBJECT Consent to and authorization of the investment of monies in the Local Agency Investment Fund (“LAIF”) in the custody of the State Treasurer for purposes of investment and authorize certain Finance Officers in connection therewith RECOMMENDATION Staff recommends that the City Council approve the attached Resolution, authorizing the investment of monies in the Local Agency Investment Fund (“LAIF”), and authorizing certain Finance Officers to conduct investment transactions with LAIF. EXECUTIVE SUMMARY Pursuant to Section 16429.1 of the California Government Code, the California Legislature created LAIF in the State Treasury for the investment of money belonging to a local agency. Approving this Resolution will result in the appointment of certain City employees to conduct investment transactions with LAIF. BACKGROUND City Charter Section 804 establishes the position of Controller and specifies that this person is to have charge of the Finance Department and administer the financial affairs of the City under the direction of the Chief Administrative Officer. Fresno Municipal Code Section 7-901 names the City Controller as the ex-officio Treasurer of the City, and states that the Treasurer shall receive all moneys collected by the City and shall “retain the same in his custody to the order of said city.” Pursuant to Section 16429.1 of the California Government Code, the California Legislature created LAIF in the State Treasury for the investment of money belonging to local agencies. The attached Resolution authorizes the Controller/Finance Director/(ex-officio)Treasurer, as well as certain other City employees, within the Finance Department, to conduct transactions with LAIF. LAIF requires a formal City Council Resolution authorizing City officials to transact business with LAIF. The attached Resolution provides the necessary authorization for City Finance Officers to transact business with LAIF. It contains a list of the City’s designated Finance Officers, along with their exemplar signatures, including: the Controller/Finance Director/ (ex-officio)Treasurer, the Assistant Controller, the Administrative Manager, and the Treasury Officer. The Resolution has been approved as to form by the City Attorney’s Office. ENVIRONMENTAL FINDINGS By the definition provided in the California Environmental Quality Act Guidelines Section 15378 this item does not qualify City of Fresno Printed on 1/13/2023Page 1 of 2 powered by Legistar™ 01-19-2023 TM / MA 7-0 R. 2023-025 File #:ID 23-110 Agenda Date:1/19/2023 Agenda #:D. as a “project” and is therefore exempt from the California Environmental Quality Act requirements. LOCAL PREFERENCE Local preference was not considered because this Resolution does not include a bid or award of a construction or service contract. FISCAL IMPACT There is no additional cost to the General Fund or any other City Fund associated with the recommended action. Attachment: Resolution City of Fresno Printed on 1/13/2023Page 2 of 2 powered by Legistar™ City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-121 Agenda Date:1/19/2023 Agenda #: 3.-A. REPORT TO THE CITY COUNCIL January 19, 2023 FROM:ANDREW JANZ, City Attorney City Attorney’s Office BY:ERICA CAMARENA, Chief Assistant City Attorney City Attorney’s Office, Code Enforcement SUBJECT Progress of Code Enforcement, including ASET Quarterly report. RECOMMENDATION Per Council Resolution, the City Attorney’s Office is to provide an ASET quarterly report, which includes a Code Enforcement update. EXECUTIVE SUMMARY Code Enforcement includes five divisions: Rental Housing, Community Compliance, Special Teams, Administrative Support, and Legal. Rental Housing includes the Anti-Slum Enforcement Team (ASET), Reactive Rental Housing, the Rental Housing Improvement Act (RHIA) Inspection Unit, Motel Inspections, and the Mobilehome Parks Team. Community Compliance teams are dedicated to each Council District. Special Teams oversees the School Area Team (SAT), and other teams dedicated to abatements, illegal dumping citations, tires, demolitions, and vacant lots. The Administrative Support Team includes the public facing counter, FresGO, Public Records Act (PRA) response, and accounting. Code Enforcement partners with the Legal Team on compliance agreements, inspection warrants, and court actions, such as petitions for receivership and injunctions. BACKGROUND Rental Housing ASET/Reactive ASET’s goal is to increase the stock of affordable and habitable rental housing by pursuing and improving slum properties with substantial health and safety violations through enforcement, education, fines, receiverships, and compliance agreements. ASET currently has twelve open cases with properties containing 166 rental units. Since the last quarterly report in October 2022, ASET has opened three new cases in properties containing 41 units. The attached ASET Weekly Status Report is updated and posted on the City’s website every City of Fresno Printed on 1/13/2023Page 1 of 6 powered by Legistar™ 01-19-2023 Presented File #:ID 23-121 Agenda Date:1/19/2023 Agenda #: 3.-A. units.The attached ASET Weekly Status Report is updated and posted on the City’s website every Friday,and it has additional information regarding each open ASET case.Since the last quarterly report, the Reactive Unit has opened 311 cases, closed 330 cases, and has 289 active cases. Please see below for highlights related to three of the active cases. 1.Peacock,937-945 F ST (approx.229 violations)[Property owner:Wong Wilson,Wong Yolanda, District 3] This case was initially opened after several complaints were received by our office through the Eviction Protection Program.Once inspected,the case was referred to ASET due to the severely dilapidated condition of the property.This is a two-story building where the bottom floor is commercial and was found to be illegally used for habitation.The top floor consists of 18 rooms that are occupied and used as living spaces.A Notice of Violation was sent out September 2,2022,to address the missing smoke alarms throughout the residential portion of the building.A Notice and Order is currently in the review process to address the 229 violations found at the location.The building is infested with cockroaches,has missing window screens,broken windows,damaged doors,missing bathroom fixtures,unpermitted work,mold on walls,unfinished and inoperable appliances in the community kitchen,graffiti,junk/rubbish,missing carbon monoxide detectors,and unapproved extension cords running throughout the building and units due to electrical issues.Since the ASET team inspected the property,the commercial portion of the building has been vacated and has remained secured.On November 8,2022,an inspection was conducted and the 18 rooms on the top floor were vacated, cleaned out, and remain secured. 2.Calwa Hotel, 3978 E Calwa (181 violations) [Property owner: Space Place LLC, District 5] This case was initially opened as a Motel;however,once inspected,its status changed to an ASET case.A first Notice and Order was issued on August 13,2021,to address dangerous building conditions and a reinspection reflected the immediate health and safety concerns had been addressed.A second Notice and Order addressing the remaining 181 violations was issued on September 13,2021.A Compliance Agreement was signed on January 27,2022.The entire complex is now vacant and is in the process of being registered as a vacant building.New plans were submitted and approved,and a permit was issued to allow construction of new staircases.The owner is currently seeking bids from contractors to complete the work.The owner has started cleaning out the long vacant bottom floor commercial units.On March 8,2022,the owner submitted an application for a permit to the Planning Department to convert this existing 5,400 sq.ft.second floor hotel to 12 multi-family units with an office and lobby area.The 5,400 sq.ft.first floor would remain as is with a laundry mat,grocery store and storage with 12 parking stalls.The proposal is more than halfway through the review process.The building is being kept clean and secure.The interior of the property is inspected monthly to check progress.The last interior inspection was on August 31,2022,and found the second floor is close to being completely cleaned out with a few units left with junk/rubbish inside of them.The exterior of the property is inspected once a week to ensure compliance with the Compliance Agreement. 3.4726 E. Floradora (64 violations) [Property owner: Darrell Fenn, District 7] This is a two-story,four-unit property.This ASET case was opened due to the exterior conditions such as,rubbish/junk,farm animals,overgrown landscaping,peeling paint,dilapidated fences, damaged facia,damaged soffit,and damaged siding.The Initial ASET letter went out to the property owner on October 11,2022.Upon receiving the letter,the property owner began working on the property.The first inspection was conducted on November 2,2022,where 64 violations were found. City of Fresno Printed on 1/13/2023Page 2 of 6 powered by Legistar™ File #:ID 23-121 Agenda Date:1/19/2023 Agenda #: 3.-A. property.The first inspection was conducted on November 2,2022,where 64 violations were found. A Notice and Order addressing the violations was issued on November 29,2022.A reinspection occurred on January 5, 2023, and all violations were cured. RHIA Currently,there are 86,882 individual rental units registered in the Rental Housing Registry,which are located at 30,612 registered rental properties.Since the inception of the program,over 16,763 Baseline Health &Safety and Compliance Re-inspections have been performed.The virtual inspection program continues to be a viable alternative and are performed on an as needed basis.As of December 21,2022,the Proactive Rental Housing Unit has billed $1,000,300 and collected $872,500 which is an 87.4%collection rate since the program’s inception.The team has also focused on finding properties that should be registered.204 Notice of Violations for non-registration have been issued, resulting in 137 citations. The Rental Housing Team is also tasked with enforcing and educating owners and tenants of the City’s new Multiunit Housing Smoking Prohibition Ordinance,which went into effect on January 1, 2022. There are currently 5 open and 146 closed smoking cases. Mobilehome Parks There are 27 mobilehome parks with a total of 3,754 spaces in the City of Fresno.Since the last quarterly report,six parks have been inspected consisting of 791 spaces.These inspections resulted in 237 Notices of Violation addressing 599 violations.The team has hand delivered 2,381 brochures to individual lots. There have also been 16 complaint-based inspections. Community Compliance - Council District Teams As of December 20,2022,there are 1,092 open and active cases in the City,and each Council district has the approximate caseload below: District 1 - 198 cases District 2 - 125 cases District 3 - 249 cases District 4 - 128 cases District 5 - 163 cases District 6 - 98 cases District 7 - 131 cases Community Compliance also has two Special Projects:Commercial Vacant Building Ordinance and the Blackstone Corridor. Commercial Vacant Building Ordinance Currently,there are 40 active Commercial Vacant Building (CVBO)cases and 33 Notices have been issued.Three Notice and Orders are pending,and the remainder have complied voluntarily with their Courtesy Notices.All commercial vacant properties are inspected at least once a month.The more problematic properties are inspected on a weekly or bi-weekly basis and are either maintained by the owner with Code’s encouragement or via the abatement/administrative billing process.As of the last City of Fresno Printed on 1/13/2023Page 3 of 6 powered by Legistar™ File #:ID 23-121 Agenda Date:1/19/2023 Agenda #: 3.-A. week in December 2022, all properties were secure. This quarter,nine formerly vacant and problematic properties have been removed from the list.Six of those properties were rehabilitated and are now occupied by new businesses.One property owner elected to demolish the structures on his property.The remainder have been maintained without additional violations for over a year.In addition,several properties are in the process of preparing plans or have begun renovations and are expected to fall off the list during the next quarter.The overall response to the CVBO process continues to be very positive,with many property owners now actively maintaining their properties free of blight with minimal supervision. Blackstone Corridor We have a dedicated inspector who focuses on code enforcement issues throughout the Blackstone Corridor.Since the last quarterly report,the area has improved in terms of security and blight.Many property owners and business owners have hired security to regularly patrol,which reduces encampments and crime.Our inspector actively works with the property owners to assess their needs in solving problems.For example,a restaurant recently opened,which eliminated one of the vacant buildings that was a target for criminal activity and vandalism.However,the restaurant owner expressed the need for marketing assistance,so our inspector connected the owner with the Economic Development Department. One ongoing issue is the vacant building at 3639 N Blackstone.There is an encampment on the vacant property,and the building has been a target for vandalism and crime.Our inspector has coordinated communication between the property owner,the HART Team,and the Central Blackstone Merchants Association.The property owner has hired additional security,and the HART Team has been providing resources to the occupants of the encampment.The encampment should be resolved this month. Special Teams School Area Team (SAT) The SAT provides pro-active code enforcement around schools.This team is focused on improving neighborhoods,providing pro-active code enforcement support to reduce blight,enhance safety, equip residents to become civically engaged,and connect low-income residents to housing resources to improve their quality of life.Since its inception in February of 2020,the SAT has provided its services in 45 school areas. Since the last quarterly report,the SAT has completed inspections and outreach in the following four school areas:Columbia (D3),Heaton (D1),Vang Pao/Sequoia (D5),and Wishon/McLane (D4).A small number of cases in these areas will continue as they require additional time and effort to reach compliance. SAT enforcement and outreach is now underway in the following four school areas:Leavenworth (D7), Jefferson (D3), Winchell (D5), and Ayer/Sunnyside (D5). SAT’s community outreach currently includes virtual neighborhood improvement discussions,virtual landlord forums,and FresGO trailer events in each school area.The trailer events involve interaction with the community,providing useful information and resources to residents,and giveaways of SAT swag!In the last quarter,SAT also conducted pumpkin giveaways,presented to the Office of Community Affairs Civic Academy and Fresno Building Healthy Communities,and took part in City of Fresno Printed on 1/13/2023Page 4 of 6 powered by Legistar™ File #:ID 23-121 Agenda Date:1/19/2023 Agenda #: 3.-A. Community Affairs Civic Academy and Fresno Building Healthy Communities,and took part in various community events,including D1’s Fall Festival at Inspiration Park.SAT also continues to reach the community via social media in several languages. Abatement Team The abatement team has completed 105 abatements since the last Code Enforcement report.This includes multiple board-ups,tall grass/weed abatements,and junk/rubbish clean-ups.The team also conducts abatements pursuant to warrants and cleans alleys throughout the City.In 2022,the team collected 2,072,780 pounds of waste, including abatements, tires, and other trash. Other Special Teams Highlights -The Demolition Team has facilitated five demolitions since the last Code Enforcement report; one completed directly by the City,and four completed by property owners with Code Enforcement oversight and motivation.Additionally,one property has been fully rehabilitated by property owner after Code Enforcement motivation.Further,three demolitions are in progress,five demolition applications are in progress,five rehabilitations by owner in lieu of demolition are in progress,and ten applications for rehabilitation by owner in lieu of demolition are in progress. -The Vacant Lots Team has achieved compliance on 91 cases since the last Code Enforcement report.Property owner compliance pursuant to enforcement and abatement by Code combined to account for these successes.The team also continues to work with Fire to prioritize and maintain a list of 120 high risk properties through fire season. -The Tire Team collected 2,584 waste tires from various locations throughout the City since the last Code Enforcement report.An additional 1,179 waste tires were collected during the Waste Tire Amnesty Day event held in District 7 on Saturday,October 8,2022.The next Waste Tire Amnesty Day event will occur on February 25,2023,in D3.Additionally,52 waste tire facility inspections were conducted since the last Code Enforcement report to ensure compliance with state and local regulations. -The Illegal Dumping Team has issued 29 administrative citations since the last Code Enforcement report,and 93 in 2022.Seventeen covert camera units are now used to combat illegal dumping and address complaints received from residents and businesses. Administrative Team The Administrative Team is managed by the Business Manager who oversees the accounting and clerical staff assigned to code enforcement. Tire Grants Code Enforcement applies for,renews,and manages the following three CalRecycle Waste Tire grants:Tire Clean Up Grant,Tire Enforcement Grant,and the Tire Amnesty Grant,all of which comprise the Waste Tire Program.The Grants pay for equipment,some of the covert cameras, surveillance, enforcement, inspections, and Tire Amnesty events. Assessment Hearings Our Accounting Team,with help from Legal Staff,participates in quarterly assessment hearings.Most recently,these were held on November 15 and 16,2022,and a total of $224,438.08 was assessed. These assessments are for past due fines,administrative costs,and abatement costs,and they are City of Fresno Printed on 1/13/2023Page 5 of 6 powered by Legistar™ File #:ID 23-121 Agenda Date:1/19/2023 Agenda #: 3.-A. assessed on the property owner’s property taxes. Legal Team The legal team continues to see success in obtaining inspection/abatement warrants and petitioning the court for receivership.The legal team also represents Code,Fire,and the Police Department at administrative hearings; and oversees the Eviction Protection Program. Eviction Protection Program As of December 30,2022,legal staff has screened 1,428 tenants and 824 have been referred to outside counsel.Of those referred,many have had successful results,including sixty-seven cases where the unlawful detainer was prevented from moving forward,fifty-three cases where the tenant was able to remain in their home,thirty-nine cases resulting in reduction of amount owed,and five stopped lockouts.Our legal staff has also been mediating some cases between the landlord and tenant,and we are regularly in contact with the Emergency Rental Assistance Program to help tenants move their applications through that process. Attachments: Attachment A - ASET Weekly Status Report Attachment B - PowerPoint Presentation CAR:th City of Fresno Printed on 1/13/2023Page 6 of 6 powered by Legistar™ ANTI-SLUM ENFORCEMENT TEAM (ASET) Status Report 01/06/2023 LOCATION OWNER UNITS STATUS UPDATE ACTIVE TARGET PROPERTIES 565-575 E. Barstow (D-4) occupied four-unit complex with dilapidated exterior and evidence of significant health and safety violations, including illegal garage occupation, dangerous second floor landings, infestations, water leaks, mold and mildew Stennis Scruggs 4 Initial ASET inspection conducted 9/5/19; Notice of Violation for smoke alarms issued 9/18/19; Notice and Order for 97 violations issued 10/7/19; Compliance Agreement executed 10/25/19; Reinspection conducted 1/14/20; Reinspection conducted 2/4/20, 6/22/22, 8/18/22, and 11/17/22; Pending permit finalization. 3978 E. Calwa (D-5) Space Place LLC 8 Notice of Violation for 20 violations issued on 7/30/21; Occupied multi-unit complex with Notice and Order for 4 violations issued on 7/30/21; evidence of serious substandard Notice and Order re-issued on 8/16/21; Reinspections housing violations, including dilapidated conducted on 9/9/21 and 10/19/21; Compliance stairs, inoperable smoke detectors, and Agreement executed 2/3/22; Exterior reinspections inoperable emergency exit door conducted on 6/15/22, 6/22/22, 7/7/22, 7/13/22, 7/27/22, 8/9/22, 8/16/22, 8/23/22, 8/31/22, 9/7/22, 9/13/22, 9/20/22, 9/28/22, and 10/4/22; Interior reinspection conducted on 10/13/22; Exterior reinspections conducted on 10/19/22, 10/26/22, 11/2/22, 11/17/22, 11/30/22, 12/5/22, 12/14/22, and 12/29/22. 526-534 N. Echo (D-3) JHS Family Limited Partnership, 5 Initial ASET inspection conducted 7/21/21; Notice and Occupied multi-unit complex referred to JCH Family Limited Partnership, Order for 56 violations issued on 9/24/21; Reinspection ASET Team from Reactive Unit and DBH Family Limited conducted on 10/27/21; Compliance Agreement Partnership executed 11/18/21; Exterior reinspection conducted General Partner: J&V Properties, on 1/2/22; Reinspections conducted 12/14/21, 3/9/22, Inc. 6/14/22, 7/27/22, 8/18/22, and 12/6/22; John Hovannisian, CEO Administrative Citation issued 12/22/22 for $3,250. 937-945 F St. (D-3) Wilson Wong, Yolanda Wong, 18 Initial ASET letter sent 8/5/22; initial ASET inspection Occupied multi-unit complex with and Stephanie Wong conducted 8/11/22, 8/17/22 and 8/26/22; Notice of evidence of substandard conditions Violation for 21 violations issued 9/2/22; Reinspection including severe dilapidation, pest conducted 9/16/22, Notice and Order for 221 infestations, unfinished common violations issued 9/30/22; Reinspection conducted kitchen, inoperable bathrooms, broken 11/8/22, Exterior reinspections conducted 11/15/22, windows, exposed wiring, damaged floors, and missing smoke and carbon monoxide detectors 11/29/22, 12/14/22, 12/29/22, and 1/3/23. 2708-2714 N. First (D-4) Isleworth Properties Inc. Initial ASET letter sent 7/28/22; initial ASET inspection Occupied four-unit complex with conducted on 9/15/22 and 9/29/22; Notice and Order evidence of substandard conditions for 102 violations issued 10/24/22; Compliance including fire damage, substantial inspections conducted 11/30/22 and 12/7/22; dilapidation, broken windows, inoperable air conditioning units, junk and rubbish, and abandoned appliances 4 Administrative Citation issued 1/4/23 for $9,500. Page 1 ANTI-SLUM ENFORCEMENT TEAM (ASET) Status Report 01/06/2023 4726 E. Floradora (D-7) Darrell Fenn Initial ASET letter sent 10/11/22; initial ASET inspection Occupied four-unit complex with conducted on 11/2/22; Notice and Order for 64 evidence of substandard conditions violations issued 11/29/22; Reinspection conducted including damaged siding and roof, overgrown landscaping, farm animals present, significant junk and rubbish, and general dilapidation 4 1/5/23. 517-521 N. Fresno St. (D-3) Mohammed J. Jaffer and Khader 7 Initial ASET inspection conducted 7/6/22; Notice of Occupied multi-unit complex with Ambarene Violations for 8 violations issued 7/15/22; Reinspection evidence of substandard housing conducted on 7/25/22; Notice and Order for 164 conditions including broken windows, violations issued on 8/12/22; Progress inspection pest infestations, structural water conducted 9/14/22; Compliance Agreement executed damage, inoperable HVAC units, and on 9/27/22; Progress inspections conducted 10/17/22, missing smoke detectors 11/18/22, and 12/20/22. 1474 Fresno St. (D-3) Occupied multi-unit complex with evidence of substandard housing conditions including lack of hot water, damaged plumbing fixtures, water leaks, damaged electrical components, missing smoke and carbon monoxide detectors, and severe dilapidation Cosmo Rentport, LLC 33 Initial ASET letter sent 12/08/; Initial ASET inspection conducted 12/21/22. 5039 E. Lane (D-5) dilapidated and occupied multi-family housing complex with history of criminal activity, frequent calls for police service, and housing code violations Sean Sanchez New owner as of 4/1/20: Arumugam Krishnamoorthy New owner as of 9/9/22: Steve Rea and Barbara Rea 4 Notices and Orders for 1,306 violations issued to 5035- 5049 collectively in 2017; Extension and Settlement Agreement executed in 2018; Notice of Breach sent on 3/28/18; Inspection Warrant executed 4/25/18; Administrative Citation issued 6/22/18 for $86,000; Extension letter sent to new owner Krishnamoorthy 5/6/20; Compliance Agreement executed 5/29/20; Inspection conducted 8/22/22 with new owners Rea; Compliance Agreement executed 10/11/22; Pending carport permit finalization. 5049 E. Lane (D-5) dilapidated and occupied multi-family housing complex with history of criminal activity, frequent calls for police service, and housing code violations Sean Sanchez New owner as of 10/1/20: Steve Rea and Barbara Rea 8 Notices and Orders for 1,306 violations issued to 5035- 5049 collectively in 2017; Extension and Settlement Agreement executed in 2018; Notice of Breach sent on 3/28/18; Inspection Warrant executed 4/25/18; Administrative Citation issued 6/22/18 for $86,000; Compliance Agreement executed on 9/29/20 with new owners Rea; Fencing permit pending City review. 3870-3888 N. Millbrook Ave (D-4) occupied multi-family housing complex with miscellaneous housing code violations JHS Family Limited Partnership, JCH Family Limited Partnership, and DBH Family Limited Partnership General Partner: J&V Properties, Inc. John Hovannisian, CEO 54 Initial ASET inspection conducted on 11/9/21 and 11/10/21; Notice of Violation for 3 violations issued on 11/2/21; Notice and Order for 185 violations issued on 12/6/21; Reinspections conducted 12/14/21, 1/27/22, 3/17/22, 5/11/22, 5/23/22, 5/24/22, 7/27/22, 9/22/22, 10/27/22, and 11/3/22; Pending permit finalization. Page 2 ANTI-SLUM ENFORCEMENT TEAM (ASET) Status Report 01/06/2023 3319 E. Tyler (D-7) Ronnie Smith 4 Initial ASET letter sent 3/10/20; Initial ASET inspection deteriorated and partially vacant multi-conducted 5/8/20; Notice of Violation for 12 violations unit complex with significant issued 5/12/20; Reinspections conducted 5/20/20, substandard housing conditions 6/19/20, 11/4/20, and 11/10/20; Virtual reinspections including damaged electrical meters, conducted on 5/26/21, 6/25/21; On-site reinspections graffitti, trash and rubbish throughout conducted on 6/8/21, 6/25/21, and 7/21/21; Notice of Violation issued for 8 violations on 8/3/21; Notice and Order issued for 83 violations on 8/5/21; Reinspection conducted on 9/16/21; Administrative citation for $1,250 issued on 10/4/21; Reinspections conducted on 6/17/22, 8/18/22, 8/24/22, 8/31/22, 9/7/22, 9/13/22, and 9/20/22; Notice and Order for 4 violations issued on 9/26/22; Reinspections conducted on 9/28/22, 10/4/22, 10/19/22, 10/26/22, 11/2/22, 11/17/22, 11/30/22, 12/5/22, 12/14/22, and 12/29/22; Administrative citation for $1,000 issued on 12/8/22. 3079 E. Weldon (D-7) Martha & Joseph Espana 4 Initial ASET inspection conducted 2/23/22; Notice of deteriorated and occupied multi-unit Violation for 15 violations issued on 3/3/22; Notice and complex with significant substandard Order for 106 violations issued on 5/6/22; Reinspection housing conditions including lack of conducted on 6/7/22, Citation issued on 6/17/22; heat, broken windows, pest Reinspections conducted 6/24/22 and 7/21/22; infestations, missing smoke alarms, Amended Notice and Order for 95 violations issued inoperable vehicles and excessive trash 8/8/22, Reinspection conducted 9/2/22; Administrative Citation for $14,500 issued on 9/14/22; Reinspections conducted on 9/28/22 and 10/28/22; Administrative Citation for $26,000 issued 11/10/22. PENDING TARGET PROPERTIES 510 W. Hammond (D-3) BDHOV LP, LEHOV LP, WRHOV LP, JDHOV LP General Partners: David B. Hovannisian and Linda R. Hovannisian 8 Initial ASET letter sent 12/12/22. 3051-3091 W. McKinley (D-3) Saleh Alkobadi 76 Initial ASET letter sent 10/24/22. CLOSED TARGET PROPERTIES 3760, 3786, 3794 E. Olive (D-7) BDHOV LP, LEHOV LP, WRHOV LP, JDHOV LP General Partners: David B. Hovannisian and Linda R. Hovannisian 13 Full compliance of 141 violations 2130 N. San Pablo (D-7) BDHOV LP, LEHOV LP, WRHOV LP, JDHOV LP General Partners: David B. Hovannisian and Linda R. Hovannisian 4 Proactive action from owners subsequent to initial letter sent 3/4/20 rendered further action by ASET unneeded 1412 E. Yale (D-7) BDHOV LP, LEHOV LP, WRHOV LP, JDHOV LP General Partners: David B. Hovannisian and Linda R. Hovannisian 4 Proactive action from owners subsequent to initial letter sent 3/4/20 rendered further action by ASET unneeded Page 3 ANTI-SLUM ENFORCEMENT TEAM (ASET) Status Report 01/06/2023 244 N. Roosevelt (D-3) Karen Doane 4 Proactive action from owner subsequent to initial letter sent 11/19/19 rendered further action by ASET unneeded 455 N. Glenn (D-3) BDHOV LP, LEHOV LP, WRHOV LP, JDHOV LP General Partners: David B. Hovannisian and Linda R. Hovannisian 8 Property referred to Special Area Teams Division for further action 287-289 N. Echo (D-3) BDHOV LP, LEHOV LP, WRHOV LP, JDHOV LP General Partners: David B. Hovannisian and Linda R. Hovannisian 2 Property referred to Community Compliance Division on 12/13/22 for further action 3015 W. Saginaw Way (D-1) Adolfo Corona Alvarez and Maria Corona, Trustees of the Corona Family Trust 3 Proactive action from owners subsequent to initial letter sent 11/8/19 rendered further action by ASET unneeded 3431-3435 E. Grant (D-7) Felix Hernandez Cortez Yolanda De la Cruz Ramirez 3 Proactive action from owners subsequent to initial letter sent 10/24/19 rendered further action by ASET 2995 E. Nevada (D-7) Courtney Campbell 4 Proactive action from owner subsequent to initial letter sent 10/21/19 rendered further action by ASET unneeded 4672 E. Tulare (D-7) 105 and 109 S. Woodrow George Auen 3 Proactive action from owner subsequent to initial letter sent 10/21/19 rendered further action by ASET unneeded 2985 E. Nevada (D-7) Raie Yohannes Yared 4 Proactive action from owner subsequent to initial 3467 N. Marks (D-1) Li Huang, Trustee 3 Proactive action from owner subsequent to initial letter sent 8/16/19 rendered further action by ASET unneeded 1414 W. Clinton (D-1) Adriana Dermenjian 12 Proactive action from owner subsequent to initial letter sent 7/12/19 rendered further action by ASET unneeded 319 N. Diana (D-3) JHS Family Limited Partnership, JCH Family Limited Partnership, and DBH Family Limited Partnership General Partner: J&V Properties, Inc. John Hovannisian, CEO 3 Proactive action from owners subsequent to initial letter sent 7/12/19 rendered further action by ASET unneeded 5045 E. Lane (D-5) Sean Sanchez New owner as of 10/1/20: Steve Rea and Barbara Rea 8 Full compliance of all violations; Full payment received per Compliance Agreement 5035 E. Lane (D-5) Sean Sanchez New owner as of 4/8/20: Satyavrat L. Joshi 4 Full compliance of all violations; Full payment received per Compliance Agreement 4518 E. Fountain Way (D-4) Sorento Holdings Salvador Hernandez, Manager New owner as of 5/1/19: Fountain Way 57, LLC Mitch Pomeroy, LLC Manager 57 Full compliance of 1,931 violations; Full payment received per Compliance Agreement 4730 E. Lamona (D-7) Brian Sweet & Eric Nasalroad 8 Full compliance of 68 violations 3935 N. Effie (D-4) Guitierrez & Son LP 42 Full compliance of 346 violations Page 4 ANTI-SLUM ENFORCEMENT TEAM (ASET) Status Report 01/06/2023 4829 N. Parkway (D-1) Teresa and Jose Castellanos 3 Full compliance of 57 violations 2612-2614 W. Andrews (D-1) Rodney and Rachel Balch 6 Full compliance of 239 violations 4785 E. Tyler (D-7) Choeng Chau 4 Full compliance of 90 violations 4660 E. Turner (D-7) Sarkis Knnablian and Ripsime Knnablian, Trustees 10 Full compliance of 326 violations 3312-3316 E. Olive (D-7) Baldev-Singh Khela and Jasjit Kaur Khela 3 Full compliance of 217 violations 532 and 540 N. Fisher (D-7) Alina Eang 9 Full compliance of 300 violations 2490-2498 S. Elm (D-3) Sami Mohamed Abdullah Alrefael, Trustee 11 Full compliance of 598 violations 3115 E. Clay (D-7) Thao Thi Vo New owner as of 10/8/20: Bob Mohamed Hauter 4 Complete rehabilitation and full compliance of 466 violations 2046 E. White (D-3) Binh H. Mac and Xing W. Lai 5 Full compliance of 99 violations; Full payment received per Compliance Agreement 5216 and 5228 N. Sixth (D-4) 1430 E. Bulldog Lane BDHOV LP, LEHOV LP, WRHOV LP, JDHOV LP General Partners: David B. Hovannisian and Linda R. Hovannisian 33 Full compliance of 151 violations; Full payment received per Compliance Agreement 4805 E. University (D-4) Rodolfo Rojas and Carmen Rojas New owner as of 9/26/19: Jesus Alvarado 3 Health and Safety Receivership; Complete rehabilitation and compliance of all violations 405-421 S. Recreation (D-7) Tiburcio Uribe Ramirez, Esperanza Ramires Membrila, and Maria Isabel Ramirez 9 Full compliance of 590 violations; Full payment received per Settlement Agreement 4406 E. Olive (D-7) Baldev-Singh Khela and Jasjit Kaur Khela 4 Full compliance of 100 violations; Full payment received per Compliance Agreement 4310 E. Fairfax (D-7) Ana Marie Cornejo 4 Full compliance of 78 violations 4412 E. Olive (D-7) Fermina Ramirez B&E Holdings & Investments, LLC, Armando Banuelos, Manager New owner as of 7/23/20: Atron Ward 4 Full compliance of 397 violations; Full payment received per Compliance Agreement 524 and 534 S. Dearing (D-7) Jose M. Wong, Ye Fen Wong, Sunny Chan and Cecilia Chan 20 Full compliance of 867 violations; Full payment received per Compliance Agreement 1510-1578 N. Brooks (D-3) 1151-1159 W. McKinley Mike Chien Lu and Lina Luo 40 Full compliance of 79 violations 4659 E. Tyler (D-7) Ricardo and Santiaga Mendoza 4 Full compliance of 190 violations 3313 N. Maple (D-4) Maple Apartment Group, LLC 64 Full compliance of violations Mark Stephen Tan Go, Manager New owners as of 1/28/19: Secured Asset Fund Corporation; Khoa Le, CEO 3304 E. Clay (D-7) Ronald and Debra Shamp 4 ASET communication with property owner led to voluntary compliance at property. Closed on 3/11/20. Page 5 x ANTI-SLUM ENFORCEMENT TEAM (ASET) Status Report 01/06/2023 202-244 W. Shields (D-1) Martin Nunez, Eduardo Robles, Absolon T. Ruiz, Ramiro Raygoza New Owner as of 10/14/19: MACA 1031 LLC Manager of LLC: Wai Cheung 20 Full compliance of 921 violations; Full payment received per Compliance Agreement 1237 N. Angus (D-7) JCH Family Limited Partnership, and DBH Family Limited Partnership General Partner: J&V Properties, Inc. John Hovannisian CEO 8 ASET communication with property owners led to proactive rehabilitation; case referred to Reactive Rental Housing Unit for follow up. 2056 E. White (D-3) REI Group Inc.; CEO Konstantin Chernomorskiy 4 Full compliance of 242 violations; Full payment received per Compliance Agreement West Shaw Estates (D-1) 4954 N. Holt Various Owners New management as of 3/01/18: Regency Property Management 228 Full compliance of 780 violations; Full payment received per Settlement Agreement 1634 and 1642 A Street (D-3) Michael J. Montgomery 8 Full compliance of 285 violations; Full payment received per Compliance Agreement 440 S. Chestnut (D-7) Sylvia Gutierrez 12 Full compliance of 781 violations; Full payment received per Compliance Agreement 750 N. Barton (D-7) Bruce Vue and Maider Vang 3 Full compliance of 58 violations; Full payment received per Settlement Agreement 3312 E. Clay (D-7) Lionel Puig and Virginia Hidalgo 4 Full compliance of 317 violations; Full payment received per Settlement Agreement 329 N. Diana (D-3) Strang Property Management LLC; Bianca Betancourt, Manager of Strang Property Management; Luz Mendoza; and Jose Vargas, Jr. 3 Property has open case with the Reactive Rental Housing Unit, and remaining violations were referred there for further action 4040 E. Dakota (D-4) K & K Home, LLC; Khoa Le, Manager of LLC 42 ASET communication with property owner led to voluntary compliance at property 4880 and 4896 E. University (D-4) Rodney Bernaldo and Ruanne Bernaldo, as Co-Trustees of the Bernaldo Family Trust 16 ASET communication and actions by the Reactive Rental Housing Unit led to full compliance at the property New owner as of 12/31/18: Kristin Messenlehner 4608-4612 E. Inyo (D-5) Victor H. Martinez 8 Full compliance of 854 violations; Full payment received per Settlement Agreement 1628 A Street (D-3) Samuel Santiago and Raymunda Cruz de Santiago 3 ASET communication with property owner led to voluntary compliance at property 2530 W. Andrews (D-1) BDHOV LP, LEHOV LP, WRHOV LP, JDHOV LP General Partners: David B. Hovannisian and Linda R. Hovannisian 6 Full compliance of 83 violations 1544 E. Fedora (D-7) FGV Fresno, LP General Partner: The Group of Companies, Inc. CEO: Scott H. Krentel 93 Full compliance of 11 violations pertaining to 10 units inspected; Rental Housing to continue enforcement on remainder of property Page 6 ANTI-SLUM ENFORCEMENT TEAM (ASET) Status Report 01/06/2023 1012 W. McKinley (D-3) Mariano S. and Maricela G. Gonzalez 6 Full compliance of 251 violations; Full payment received per Settlement Agreement 503 S. Dearing (D-7) Seila Michael Chan 7 ASET communication with property owner led to voluntary compliance at property 701 W. Cambridge (D-1) Rick Torres New Ownership as of 6/28/18: Meganova, LP General Partner: Theta Holdings LLC Matthew Radmanesh, Manager of LLC 10 Full compliance of 617 violations; Full payment received per Settlement Agreement 1203 W. Simpson (D-1) Malcolm D. Powers and Judy Pow 14 Full compliance of 700 violations; Full payment received per Settlement Agreement 4530 and 4538 E. Thomas (D-7) 4531 E. Turner M&S Mini Mart, Inc. (unknown principal) 10 ASET communication with property owner led to voluntary compliance at property 542 N. Second (D-7) BDHOV LP, LEHOV LP, WRHOV LP, JDHOV LP General Partners: David B. Hovannisian and Linda R. Hovannisian 4 Full compliance of 213 violations; Full payment received per Settlement Agreement 3279 and 3285 E. Clay (D-7) Jerry M. Saylor and Gail A. Saylor, Trustees of the Saylor Trust 8 Full compliance of 424 violations; Full payment received per Settlement Agreement 770 and 780 N. Barton (D-7) Dale E. Kirkpatrick and Vangi Kay Kirkpatrick, Trustees of the Dale and Vangi Kirkpatrick Family Trust; Linda Lee Gerard and Lowell Gerard 6 Full compliance of 248 violations; Full payment received per Settlement Agreement 608-614 F Street (D-3) Ralph and Janet Hovannisian 3 Full compliance of 280 violations 4460 E. Woodward (D-5) Abdo Saleh Nagi and Shiha Mohammed Abdo 4 Full compliance of 499 violations; Full payment received per Settlement Agreement 436-444 S. Sierra Vista (D-7) Robert J. Topoozian, Trustee of the Camelia Topoozian Survivor's Trust 3 Full compliance of 68 violations 2842 E. Hammond (D-7) JCH Family Limited Partnership, and DBH Family Limited Partnership General Partner: J&V Properties, Inc. John Hovannisian CEO 3 ASET communication with property owner led to voluntary compliance at property 2004 E. White (D-3) Courtney Campbell 5 ASET communication with property owner led to voluntary compliance at property 1309 and 1315 B Street (D-3) Vincent Medina and Pearl Delgado New Owner as of 11/19/18: Brad Hardie and Michael Zuber 2 Health and Safety Receivership; Complete rehabilitation and compliance of all violations 1531-1535 N. Brooks (D-3) Fidelity Finance, Inc. Yirong Lu, CEO 3 Full compliance of 93 violations 2525 W. Andrews (D-1) Jesus Aceves and Emilia Aceves 16 Full compliance of 978 violations; Full payment received per Settlement Agreement 1539-1543 N. Brooks (D-3) Chen Liang as Trustee of the Chen Liang Living Trust 3 Full compliance of 95 violations; Full payment received Page 7 ANTI-SLUM ENFORCEMENT TEAM (ASET) Status Report 01/06/2023 757 N. Jackson (D-7) BDHOV LP, LEHOV LP, WRHOV LP, JDHOV LP General Partners: David B. Hovannisian and Linda R. Hovannisian 8 Full compliance of 231 violations 2845 E. Madison (D-3) Jose Luis Garza Martinez and Juana Borja New Owner as of 8/27/18: Preferred Property, LLC Matthew Campbell, Manager of LLC 1 Health and Safety Receivership; Complete rehabilitation and compliance of all violations 329-339 N. Glenn (D-3) Allan and Jennifer Foglio New Owner as of 4/5/19: Penn Six General Partners 7 ASET communication with new property owner led to full compliance at property 321 E. Strother (D-3) Daniel Romo and Maria Romo New Owner as of 12/12/18: Varo-Real Investments, Inc. Diego Espinoza-Martinez, CEO 1 ASET communication with new property owner led to full compliance at property 1504 E. Yale (D-7) Quy Dinh Le, Maryann Mai Bach Le, Ngoc Bich Thi Le 5 Full compliance of 312 violations; Full payment received per Settlement Agreement 2330 E. Ashlan (D-4) 4781 E. Ashlan (D-4) 3320 N. West (D-1) 415, 431, 475 N. Manila (D-5) 424 S. Chestnut (D-7) 423 S. Dearing (D-7) 1115 W. Simpson (D-1) 441 S. Dearing (D-7) 2690 N Weber (D 1) K & K Home, LLC and Secured Asset Fund Corporation; Khoa Le, Manager of LLC and CEO of Corporation 194 ASET communication with new property owner resulted in voluntary compliance at multiple properties 2060 and 2064 S. Maple (D-5) JHS Family Limited Partnership, JCH Family Limited Partnership, and DBH Family Limited Partnership General Partner: J&V Properties, Inc. John Hovannisian, CEO 38 ASET communication with property owner led to voluntary compliance at property 760 N. Barton (D-7) Ai Huang 3 ASET communication with property owner led to voluntary compliance at property 4538 E. Hamilton (D-5) Paul E. Moen, Trustee of Paul E. Moen Living Trust; Dale E. and Vangi K. Kirkpatrick, Trustees of the Dale E. and Vangi K. Kirkpatrick Family Trust 28 Full compliance of 2,315 violations; Full payment received per Settlement Agreement 345 S. Chestnut (D-7) 4820 E. Laurel Central Community Development Center; Donald Lockhart, CEO 7 Final Judgment and Permanent Injunction obtained 2248-2266 W. Princeton (D-1) Sanh X. Le and Marilyn M. Ly, Co- Trustees of the Le Family Living Trust 22 Full compliance of 1,651 violations achieved at property; Full payment received per Settlement Agreement 6540 N. Winery (D-6) Brian H. Rosene 1 Health and Safety Receivership; Complete rehabilitation 1367 E. San Ramon (D-4) Brian H. Rosene; John and Leona Tosatto 4 Health and Safety Receivership; Complete rehabilitation Page 8 ANTI-SLUM ENFORCEMENT TEAM (ASET) Status Report 01/06/2023 4853 E. University (D-4) Ronald D. Mullins and Olga E. Mullins 5 Health and Safety Receivership; Complete rehabilitation and compliance of 129 violations 611 N. Van Ness (D-7) JJM Investment Property Fresno, LLC; Jenifer Mandella, Manager of LLC 14 Full compliance achieved at property; Full payment received per Settlement Agreement 619 N. Van Ness (D-1) JJM Investment Property Fresno LLC; Jenifer Mandella, Manager of LLC 5 Full compliance achieved at property; Full payment received per Settlement Agreement 4132 E. El Monte Way (D-5) Jasjit Kaur Khela and Baldev Singh Khela 1 Full compliance achieved at property; Full payment of citation 36 E. Saginaw Way (D-1) WITR, LLC and Brad J. Hardie 9 Voluntary compliance and rehabilitation of property undertaken by new owner pursuant to ASET involvement 4811 E. Geary (D-5) Wells Fargo Bank, N.A. 1 Voluntary compliance and rehabilitation of property undertaken by new owner pursuant to ASET involvement 358 and 360 N. Roosevelt (D-3) BDHOV, LP and LEHOV, LP; David B. Hovannisian, General Partner 8 Full compliance achieved at property; Full payment of citation 4242 E. Olive (D-7) BDHOV, LP and LEHOV, LP; David B. Hovannisian, General Partner 12 Rehabilitation complete; Full compliance of 548 violations 1464 E. Patterson (D-3) BDHOV, LP and LEHOV, LP; David B. Hovannisian, General Partner 13 All permits finaled; Full compliance achieved at property 1450 N. Archie (D-7) Brian H. Rosene and Randy L. Cunningham 1 Demolition completed; Judgment for Fees and Costs granted 4538-4550 E. Olive (D-7) Guadalupe Fernandez 6 Health and Safety Receivership; Complete rehab and compliance of 112 violations 1131 N. Jackson (D-7) Guadalupe Fernandez 7 Health and Safety Receivership; Complete rehab and compliance of 113 violations 334 N. Roosevelt (D-3) Rosalio M. Avila 4 Full compliance of 24 violations 2307 N. Maroa (D-1) Catherine D. Senner 1 Full compliance of 20 violations; Full payment received per Settlement Agreement Hotel California (D-1) 530 N. Weber Venu Sharma 52 Full compliance of 215 violations; Full payment received per Settlement Agreement 2748 N. Weber (D-1) Sunny and Cecilia Chan 54 Full compliance of 1,043 violations; Full payment received per Settlement Agreement 2061/2075 S. Hayston (D-5) Sunny and Cecilia Chan 34 Full compliance of 648 violations; Full payment received per Settlement Agreement 2005 W. Shields (D-1) Lynn B. Sayavong 6 Full compliance of 165 violations; Full payment received [below items include actions of STOPP team prior to creation of ASET] Summerset Village (D-7) 2103 N. Angus Chris Henry 220 Full compliance of 1,450 violations; Settlement payment approved 255 N. Diamond (D-3) Luis Santos 4 Full compliance of 61 violations 5239 E. Huntington (D-7) New Ownership 60 Full compliance of 291 violations 474 N. Glenn (D-3) New Ownership 8 Full compliance of 37 violations Page 9 City Attorney’s Office January 19, 2023 Seven Council District Teams Blighted Vacant Building Team Blackstone Corridor Emergency Response District Team Case Numbers (as of January 11, 2023): District 1 –211 cases District 2 –137 cases District 3 –273 cases District 4 –156 cases District 5 –164 cases District 6 –64 cases District 7 –153 cases Total: 1158 Cases 0 50 100 150 200 250 300 D1 D2 D3 D4 D5 D6 D7 CURRENT OPEN CASES Between October 20 to December 20, 2022, the District teams opened and closed the following amounts of cases: 0 50 100 150 200 250 300 350 400 D 1 D 2 D 3 D 4 D 5 D 6 D 7 3 Month District Ac�vity OPEN CLOSED DISTRICT OPEN CLOSED D1 262 281 D2 137 164 D3 230 255 D4 193 204 D5 138 159 D6 144 143 D7 170 227 1274 1433 2186 S Ivy (District 3) Before After 2343 S Orinda (District 3) Before After The School Area Team provides pro-active code enforcement around schools. SAT has completed inspections and outreach in the following four school areas:Columbia (D3),Heaton (D1),Vang Pao/Sequoia (D5),and Wishon/McLane (D4).A small number of cases in these areas will continue as they require additional time and effort to reach compliance. SAT enforcement and outreach is now underway in the following four school areas:Leavenworth (D7),Jefferson (D3),Winchell (D5),and Ayer/Sunnyside (D5). 1 2 3 4 5 7 6 12 11 10 89 13 14 15 17 16 18 19 20 21 22 23 24 25 2627 28 29 30 31 33 32 City of Fresno February 2020 to Present 34 35 36 37 38 39 40 41 42 43 44 45 1 Fort Miller 2 Pyle 3 Olmos 4 Wilson 5 Lincoln 6 Lane 7 Rowell 8 Ericson and Norseman 9 Homan 10 Susan B. Anthony 11 Calwa 12 Mayfair 13 Jackson 14 Pinedale 15 West Fresno 16 Teague 17 Harvest and Glacier 18 Sunset 19 Thomas 20 Muir 21 Balderas 22 Burroughs 23 Fremont 24 Centennial 25 Aynesworth 26 Addicott and Scandinavian 27 Roeding and Williams 28 Storey 29 Eaton and Ahwahnee 30 Wolters 31 Holland 32 Yokomi 33 Figarden 34 Tilley 35 Steinbeck and Central East 36 McKinley and El Capitan 37 Saroyan 38 Columbia 39 Vang Pao and Sequoia 40 Wishon and McLane 41 Heaton 42 Leavenworth 43 Jefferson 44 Winchell 45 Ayer and Sunnyside Community Engagement Abatement Team ◦Completed 105 abatements,including board-ups,tall grass/weed abatements,and junk/rubbish clean-ups. ◦In 2022,with the team (with the Tire Team)collected 2,072,780 pounds of waste,including abatements,tires,and other trash. Before After 3505 N Price (District 4) Abatement Team –6991 N Van Buren (District 2) Before After Abatement Team –APN 477-161-11 (District 3) Before After Demolition Team -Demolitions Completed -1 directly by the City -5 completed by property owners with Code Enforcement oversight and motivation Demolitions in Progress -3 demolitions are in progress -5 demolition applications are in progress -5 rehabilitations by owner in lieu of demolition are in progress -10 applications for rehabilitation by owner in lieu of demolition are in progress Rehabilitations 1 property fully rehabilitated Demolition by City –2378 S Nicholas (District 3) Before After Demolition by Property Owner –5689 E Kings Canyon Rd (District 5) Before After Tire Team ◦Collected 2,584 waste tires. ◦Conducted 52 waste tire facility inspections ◦Next Tire Amnesty Event -February 25,2023 (District 3) Illegal Dumping Team ◦Issued 36 citations since last Code Report (100 citations in 2022). ◦17 covert camera units are in use to combat illegal dumping and address complaints received from residents and businesses. Illegal Dumping ◦The Team and code cameras assisted FPD with capturing two homicide suspects. ASET and Reactive ◦ASET currently has 12 open cases with properties containing 166 rental units. ◦Since the last report,the Reactive Unit has opened 311 cases,closed 330 cases,and has 289 active cases. Before This property is a two-story,four-unit property.The initial inspection of the entire complex occurred on November 2,and a Notice and Order for 64 violations was issued on November 29.The violations were cleared during a reinspection on January 5,2023. After Before After In Progress In Progress This case was initially opened as a Motel; however, once inspected, its status changed to an ASET case. A Compliance Agreement was signed on January 27, 2022, and the owner has submitted plans to convert the property to 12 multi-family units upstairs and commercial units downstairs. Proactive Inspections ◦Currently,there are 86,882 individual rental units registered in the Rental Housing Registry,which are located at 30,612 registered rental properties. ◦Since the inception of the program,over 16,763 Baseline Health &Safety and Compliance Re- inspections have been performed. ◦As of December 21,2022,the Proactive Rental Housing Unit has billed $1,000,300 and collected $872,500 which is an 87.4%collection rate since the program’s inception. Since the last quarterly report,the team has conducted 791 initial inspections and issued approximately 237 Notices of Violations addressing 599. There have been 16 additional complaint-based inspections. Dilapidated stairs Before After Before After Fire damaged unit removed Before After Eviction Protection Program ◦As of December 30,EPP has screened 1,428 tenants, and 824 have been referred to outside counsel. ◦The program has seen many successful results, including: -Sixty-seven cases where the unlawful detainer was prevented from moving forward; -Fifty-three cases where the tenant was able to remain in their home; -Thirty-nine cases resulting in reduction of amount owed; -Five stopped lockouts. Any questions? City Attorney’s Office January 19, 2023 Seven Council District Teams Blighted Vacant Building Team Blackstone Corridor Emergency Response District Team Case Numbers (as of January 11, 2023): District 1 – 211 cases District 2 – 137 cases District 3 – 273 cases District 4 – 156 cases District 5 – 164 cases District 6 – 64 cases District 7 – 153 cases Total: 1158 Cases 0 50 100 150 200 250 300 D1 D2 D3 D4 D5 D6 D7 CURRENT OPEN CASES Between October 20 to December 20, 2022, the District teams opened and closed the following amounts of cases: DISTRICT OPEN CLOSED D1 262 281 D2 137 164 D3 230 255 D4 193 204 D5 138 159 D6 144 143 D7 170 227 1274 1433 2186 S Ivy (District 3) Before After 2343 S Orinda (District 3) Before After The School Area Team provides pro-active code enforcement around schools. SAT has completed inspections and outreach in the following four school areas: Columbia (D3), Heaton (D1), Vang Pao/Sequoia (D5), and Wishon/McLane (D4). A small number of cases in these areas will continue as they require additional time and effort to reach compliance. SAT enforcement and outreach is now underway in the following four school areas: Leavenworth (D7), Jefferson (D3), Winchell (D5), and Ayer/Sunnyside (D5). 1 2 3 4 5 7 6 12 11 10 89 13 14 15 17 16 18 19 20 21 22 23 24 25 2627 28 29 30 31 33 32 City of Fresno February 2020 to Present 34 35 36 37 38 39 40 41 4243 44 45 1 Fort Miller 2 Pyle 3 Olmos 4 Wilson 5 Lincoln 6 Lane 7 Rowell 8 Ericson and Norseman 9 Homan 10 Susan B. Anthony 11 Calwa 12 Mayfair 13 Jackson 14 Pinedale 15 West Fresno 16 Teague 17 Harvest and Glacier 18 Sunset 19 Thomas 20 Muir 21 Balderas 22 Burroughs 23 Fremont 24 Centennial 25 Aynesworth 26 Addicott and Scandinavian 27 Roeding and Williams 28 Storey 29 Eaton and Ahwahnee 30 Wolters 31 Holland 32 Yokomi 33 Figarden 34 Tilley 35 Steinbeck and Central East 36 McKinley and El Capitan 37 Saroyan 38 Columbia 39 Vang Pao and Sequoia 40 Wishon and McLane 41 Heaton 42 Leavenworth 43 Jefferson 44 Winchell 45 Ayer and Sunnyside Community Engagement Abatement Team ◦Completed 105 abatements, including board-ups, tall grass/weed abatements, and junk/rubbish clean-ups. ◦In 2022, (with the Tire Team) collected 2,072,780 pounds of waste, including abatements, tires, and other trash. Before After 3505 N Price (District 4) Abatement Team – 6991 N Van Buren (District 2) Before After Abatement Team – APN 477-161-11 (District 3) Before After Demolition Team -Demolitions Completed -1 directly by the City -5 completed by property owners with Code Enforcement oversight and motivation Demolitions in Progress -3 demolitions are in progress -5 demolition applications are in progress -5 rehabilitations by owner in lieu of demolition are in progress -10 applications for rehabilitation by owner in lieu of demolition are in progress Rehabilitations 1 property fully rehabilitated Demolition by City – 2378 S Nicholas (District 3) Before After Demolition by Property Owner – 5689 E Kings Canyon Rd (District 5) Before After Tire Team ◦Collected 2,584 waste tires. ◦Conducted 52 waste tire facility inspections ◦Next Tire Amnesty Event - February 25, 2023 (District 3) Illegal Dumping Team ◦Issued 36 citations since last Code Report (100 citations in 2022). ◦17 covert camera units are in use to combat illegal dumping and address complaints received from residents and businesses. Illegal Dumping ◦The Team and code cameras assisted FPD with capturing two homicide suspects. ASET and Reactive ◦ASET currently has 12 open cases with properties containing 166 rental units. ◦Since the last report, the Reactive Unit has opened 311 cases, closed 330 cases, and has 289 active cases. Before This property is a two-story, four-unit property. The initial inspection of the entire complex occurred on November 2, and a Notice and Order for 64 violations was issued on November 29. The violations were cleared during a reinspection on January 5, 2023. After Before After In Progress In Progress This case was initially opened as a Motel; however, once inspected, its status changed to an ASET case. A Compliance Agreement was signed on January 27, 2022, and the owner has submitted plans to convert the property to 12 multi-family units upstairs and commercial units downstairs. Proactive Inspections ◦Currently, there are 86,882 individual rental units registered in the Rental Housing Registry, which are located at 30,612 registered rental properties. ◦Since the inception of the program, over 16,763 Baseline Health & Safety and Compliance Re- inspections have been performed. ◦As of December 21, 2022, the Proactive Rental Housing Unit has billed $1,000,300 and collected $872,500 which is an 87.4% collection rate since the program’s inception. Since the last quarterly report, the team has conducted 791 initial inspections and issued approximately 237 Notices of Violations addressing 599. There have been 16 additional complaint-based inspections. Dilapidated stairs Before After Before After Fire damaged unit removed Before After Eviction Protection Program ◦As of December 30, EPP has screened 1,428 tenants, and 824 have been referred to outside counsel. ◦The program has seen many successful results, including: -Sixty-seven cases where the unlawful detainer was prevented from moving forward; -Fifty-three cases where the tenant was able to remain in their home; -Thirty-nine cases resulting in reduction of amount owed; -Five stopped lockouts. Any questions? City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-132 Agenda Date:1/19/2023 Agenda #: 4.-A. REPORT TO THE CITY COUNCIL FROM:NELSON ESPARZA, Councilmember City Council District 7 SUBJECT Workshop - Constituent Service Software- Fireside RECOMMENDATION [If more than one recommendation pluralize] EXECUTIVE SUMMARY [Brief, 1-2 paragraphs; information stated here must be expanded in Background section; clear and concise so anyone understands action being requested] BACKGROUND [Include: Any prior history; “City Attorney has reviewed and approved to form,” if applicable; source of funding; appropriate regulation summary information] ENVIRONMENTAL FINDINGS [Include CEQA findings or state N/A] LOCAL PREFERENCE [N/A due to State and Federal money; N/A because it is more than ½ of 1%; or yes, state why] FISCAL IMPACT [Funding source, clarify whether General Fund is or is not impacted; appropriation authority already approved or an AAR is attached; if appropriate explain impact on other projects or timing of funding from other agencies; future obligations] Attachment: [If more than one, pluralize] City of Fresno Printed on 1/19/2023Page 1 of 1 powered by Legistar™ 01-19-2023 Presented Fresno City Council January 19, 2023 //// FiscalNote Overview Clients: 5,000+ Headquarters: Washington D.C. Acquisitions: Fireside, Curate, CQ Roll Call, FiscalNote Modern Issues Management From Congress to state & local governments across the country, associations, and corporations 𑁋 FiscalNote’s suite of workflow tools combined with the most comprehensive database of policy data & analysis help teams streamline processes, more effectively drive insights, and make informed decisions. //// Modernize City Constituent Services Communication is key to representing your district and providing City services. To do it well, you need a tool that manages all engagement points with your constituents one, unified database. Fully Integrated Constituent Software A system built to centralize mail, constituent casework, reporting, and outreach into one cohesive platform, reaching the far corners of your district will become feasible. ●Centralized mail and inbox tool ●Casework hub ●Outbound communication tool for Targeted & Mass-Communication with Constituents. ●Drag and drop digital content creation ●All Integrated by our Constituent Record Database ●In-depth analytics and visual dashboards //// Fireside State CRM Product CRM Designed by and for congressional staffers to help accomplish and automate routine tasks in fewer clicks. Outreach Save time building your newsletter and more time optimizing your message with our simplified, fully integrated platform. Web Seamlessly connect with constituents through contact forms accessible via your web page. Live Engage live with constituents via phone or video, with dedicated support specialists who join the line to ensure events run smoothly. Data Our data helps guide outreach and responses to complex issues, enabling sophisticated targeting based on issues your constituents care about. End-to-End Policy Monitoring Federal, State, & Local Legislative Monitoring Policy Monitoring Comprehensive federal, state, & local legislative and regulatory data across all states, federal, and 12,000+ localities, including rules, notices, executive orders, motions, and hearings. Stakeholder Management Manage stakeholder relationships and effectively track teamwide engagements. Access pre-populated legislator and executive profiles. Reporting Capabilities Create shareable reports on key policy, activity, stakeholders, and more. Reports capture relevant bills by state, status, and priority with visual maps. Collaboration Tools Share knowledge with centralized, customizable workspaces that can include talking points, meeting notes, policy data, news clips, uploaded documents, and more. Local Monitoring Identify potential County level opportunities and municipal trends in like size cities across the country. Track local policy developments at a speed, accuracy, and scale never before seen. Fresno City Council QUESTIONS? City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-73 Agenda Date:1/19/2023 Agenda #: 5.-A. CLOSED SESSION ITEM January 19, 2023 SUBJECT CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) Joshua Spengeman v. City of Fresno City of Fresno Printed on 1/10/2023Page 1 of 1 powered by Legistar™ 01-19-2023 Discussed City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-74 Agenda Date:1/19/2023 Agenda #: 5.-B. CLOSED SESSION ITEM January 19, 2023 SUBJECT CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) Case Name:Lori Brown (Richard Brown, Dec’d) v. City of Fresno, PSI, Admin by Tristar Risk Management; WCAB No.: ADJ14667282 City of Fresno Printed on 1/10/2023Page 1 of 1 powered by Legistar™ 01-19-2023 Discussed City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-75 Agenda Date:1/19/2023 Agenda #: 5.-C. CLOSED SESSION ITEM January 19, 2021 SUBJECT CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) Case Name:William Hunter v. City of Fresno, PSI, Admin. by Tristar Risk Management;WCAB Case No. ADJ11218501; Claim No.: 1010102289. City of Fresno Printed on 1/10/2023Page 1 of 1 powered by Legistar™ 01-19-2023 Discussed City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-76 Agenda Date:1/19/2023 Agenda #: 5.-D. CLOSED SESSION ITEM January 19, 2023 SUBJECT CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) Case Name:Joseph Ploharz v. City of Fresno, PSI, Admin by Tristar Risk Management; ADR Case No.: FP-ADR-01387 City of Fresno Printed on 1/10/2023Page 1 of 1 powered by Legistar™ 01-19-2023 Discussed City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-77 Agenda Date:1/19/2023 Agenda #: 5.-E. CLOSED SESSION ITEM January 19, 2023 SUBJECT CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) Case Name:Cary Weigant v. City of Fresno, PSI, Admin by Tristar Risk Management; IDR Case No.: FP-ADR-01250 City of Fresno Printed on 1/10/2023Page 1 of 1 powered by Legistar™ 01-19-2023 Discussed City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-97 Agenda Date:1/19/2023 Agenda #:5.-F. CLOSED SESSION ITEM SUBJECT CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) Terance Frazier, et al. v. City of Fresno, et al.; United States District Court Case No.: 1:20-CV-01069 City of Fresno Printed on 1/10/2023Page 1 of 1 powered by Legistar™ 01-19-2023 Discussed City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-118 Agenda Date:1/19/2023 Agenda #: 5.-G. CLOSED SESSION ITEM January 19, 2023 SUBJECT CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) Case Name:Sonia Quintero-Perez v. City of Fresno, et al.Fresno Superior Court Case No. 18CECG00843 City of Fresno Printed on 1/10/2023Page 1 of 1 powered by Legistar™ 01-19-2023 Discussed City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-133 Agenda Date:1/19/2023 Agenda #: 5.-H. CLOSED SESSION ITEM SUBJECT CONFERENCE WITH REAL PROPERTY NEGOTIATOR - Government Code Section 54956.8 Property: 591 N. Fowler (Fowler and Tulare) Negotiating Parties: City Manager; BN Diversified, LLC. (Bonadelle Homes) Under negotiations: Price and terms of sale City of Fresno Printed on 1/13/2023Page 1 of 1 powered by Legistar™ 01-19-2023 Removed from the agenda with no return date City of Fresno Staff Report 2600 Fresno Street Fresno, CA 93721 www.fresno.gov File #:ID 23-141 Agenda Date:1/19/2023 Agenda #:5.-I. CLOSED SESSION ITEM [Date of Council Meeting] SUBJECT CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Government Code Section 54956.9, subdivision (d)(1) Case Name:Nelson Esparza v. Garry Bredefeld; Fresno Superior Court Case No. 22CECG01469 City of Fresno Printed on 1/13/2023Page 1 of 1 powered by Legistar™ 01-19-2023 Discussed, NE and GB Recused